<SUBMISSION>
<ACCESSION-NUMBER>0000950144-03-005498
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>15
<PERIOD>20030414
<ITEMS>1
<ITEMS>7
<FILING-DATE>20030425
<FILER>
<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>8-K
<ACT>34
<FILE-NUMBER>001-13956
<FILM-NUMBER>03663487
</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>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g82123e8vk.htm
<DESCRIPTION>PERSONNEL GROUP OF AMERICA, INC.
<TEXT>
<HTML>
<HEAD>
<TITLE>PERSONNEL GROUP OF AMERICA, INC.</TITLE>
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<P align="center"><FONT size="2">SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, DC 20549</FONT>

<P align="center"><FONT size="2"><B>FORM 8-K</B></FONT>

<P align="center"><FONT size="2"><B>CURRENT REPORT</B></FONT>

<P align="center"><FONT size="2">Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</FONT>

<P align="center"><FONT size="2">Date of Report (Date of earliest event reported): April&nbsp;14, 2003</FONT>

<P align="center"><FONT size="4"><B><U>PERSONNEL GROUP OF AMERICA,
INC.</U></B></FONT><BR>
<FONT size="2">(Exact Name of Registrant as Specified in its Charter)</FONT>

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    <TD width="5%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2">Delaware</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
001-13956
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">56-1930691</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">(State or Other Jurisdiction<BR>
of Incorporation)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Commission File Number)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
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</TABLE>
</CENTER>
<P align="center"><FONT size="2">Five LakePointe Plaza, 2nd Floor<BR>
2709 Water Ridge Parkway<BR>
Charlotte, North Carolina 28217</FONT>
<HR width="50%" align="center" size="1" noshade>
<DIV align="center"><FONT size="2">(Address of Principal Executive Offices)<BR>
(Zip Code)</FONT></DIV>

<P align="center"><FONT size="2">(704)&nbsp;442-5100</FONT>
<HR width="50%" align="center" size="1" noshade>
<DIV align="center"><FONT size="2">(Registrant&#146;s Telephone
Number, Including Area Code)</FONT></DIV>

<P align="center"><FONT size="2">Not Applicable</FONT>
<HR width="50%" align="center" size="1" noshade>
<DIV align="center"><FONT size="2">(Former name or address, if
changed from last report)</FONT></DIV>


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<P align="left"><FONT size="2">Item&nbsp;1. <U>Changes in Control of
Registrant</U>.</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;14, 2003, Personnel Group of America, Inc. (the &#147;Company&#148;)
completed a comprehensive financial restructuring with its senior lenders and
the holders of approximately $109.7&nbsp;million of its outstanding 5.75%
Convertible Subordinated Notes due 2004 in which it issued shares of the
Company&#146;s Common Stock and Series&nbsp;B Preferred Stock to the participating
noteholders in exchange for their 5.75% notes. In order to permit the closing
of the notes exchange contemplated in the financial restructuring and to
provide for the terms on which the existing senior lenders would continue to
finance the Company&#146;s working capital needs, the Company and the existing
senior lenders also executed definitive loan agreements for amendments to the
Company&#146;s existing credit facility (as amended, the &#147;Credit Facility&#148;) that
provided for a 10% reduction in the principal amount of indebtedness owed under
the facility and certain further amendments and maturity date extensions and
eliminated the equity appreciation right held by the credit facility lenders.
In connection with these transactions, the Company used most of its cash on
hand (after payment of expenses of the transactions) to repay outstanding
borrowings under the facility. As a result of the notes exchange and the
amendments incorporated into the Credit Facility, the Company eliminated
approximately $120.0&nbsp;million of its outstanding indebtedness.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the privately negotiated exchange with the holders of approximately
$109.7&nbsp;million of the $115&nbsp;million outstanding 5.75% notes, the Company
exchanged newly issued equity with the participating noteholders and issued the
following consideration for each $1,000 in principal amount of notes exchanged:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">$28.75 in cash;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">190.9560 shares of newly issued shares of the Company&#146;s Common Stock; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">9.5242 shares of Series&nbsp;B Preferred Stock of the Company,
each share of which will be convertible into 100 shares of Common
Stock and will automatically convert into shares of common stock
upon any amendment to the Company&#146;s charter increasing the
authorized number of shares of Common Stock. The Series&nbsp;B
Preferred Stock will vote on all matters with the Common Stock as
if converted, will have a liquidation preference of $.01 per share,
and otherwise will have no greater rights or privileges than the
Common Stock.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">In connection with this exchange transaction, the Company entered into an
agreement with each of the former noteholders participating in the exchange to
provide them with registration rights with respect to the shares of Common
Stock issued in the exchange or acquired upon conversion of the Series&nbsp;B
Preferred Stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of this exchange transaction, the participating noteholders
were issued in the aggregate 20,940,425 shares of Common Stock and 1,044,433
shares of Series&nbsp;B Preferred Stock, which together represented approximately
82% of the voting power of the Company&#146;s then outstanding voting stock. The
existing shareholders retained ownership of their outstanding 26,881,212 shares
of Common Stock, which represented approximately 18% of the voting power of the
then-outstanding voting stock. In the exchange, the Company issued 5,779,952
shares of Common Stock and 288,283 shares of Series&nbsp;B Preferred Stock to
MatlinPatterson Global Opportunities Partners L.P. (&#147;MatlinPatterson&#148;) and
2,889,976 shares of Common Stock and 144,142 shares of Series&nbsp;B Preferred Stock
to each of Inland Partners, L.P. and Links Partners,
</FONT>
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<P><FONT size="2">L.P., affiliated entities (collectively, &#147;Inland/Links&#148;). MatlinPatterson
and Inland/Links have filed with the Securities and Exchange Commission
beneficial ownership reports on Schedule&nbsp;13D reporting the collective ownership
of the group consisting of each of them and certain affiliates. As a result of
the financial restructuring, each of MatlinPatterson and Inland/Links holds
capital stock of the Company representing approximately 22.7% of the voting
power of the Company&#146;s outstanding voting stock, and as a group they own
capital stock having approximately 45.4% of the voting power of the Company&#146;s
outstanding voting stock (excluding shares of Common Stock underlying warrants
issued to them as senior lenders in connection with the amendment of the Credit
Facility, as described below).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with this exchange and pursuant to the restructuring
agreement governing the terms of the exchange, the Company reconstituted its
Board of Directors to provide for seven members, with two members designated
prior to the exchange by the participating noteholders, one member being the
Company&#146;s Chief Executive Officer, who is an incumbent director, one member
being an independent, incumbent director designated by the Company and
consented to by the participating noteholders, and three independent members
(two of whom are incumbents) designated by the participating noteholders and
consented to by the Company. Effective upon the completion of the exchange,
the following directors resigned from the Company&#146;s Board of Directors, and
replacements were appointed to fill the vacancies created by their
resignations: Kevin P. Egan, James C. Hunt and J. Roger King. The
reconstituted Board of Directors is comprised of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Larry L. Enterline&#151;Chief Executive Officer of Personnel Group of
America, Inc. (an incumbent director);</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Victor E. Mandel&#151; a founder and Managing Member of Criterion
Capital Management, an investment company;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">James V. Napier&#151;Chairman of Scientific-Atlanta, Inc., a
telecommunications company (an incumbent director);</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Christopher R. Pechock&#151;a partner of MatlinPatterson;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Elias J. Sabo&#151;a founding partner of The Compass Group International
LLC, an affiliate of Inland/Links;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">Janice L. Scites&#151;President, Scites Associates, Inc., a consulting
firm (an incumbent director); and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">William J. Simione, Jr.&#151;managing principal of Simione Consulting,
LLC, which provides consulting services and information services to the
healthcare industry (an incumbent director).</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">Mr.&nbsp;Napier and Mr.&nbsp;Simione have notified the Company that they do not intend to
stand for reelection to the Board at the 2003 Annual Meeting of Shareholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amended Credit Facility provides for a $70.7&nbsp;million reducing
revolving line of credit due May 2004 and is subject to certain maturity date
extensions in six-month increments up through May&nbsp;1, 2005. The Company is
required to prepay the Credit Facility with the proceeds of
</FONT>
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<P><FONT size="2">income tax refunds expected to be received by the Company in the first
half of 2003, and the maximum principal amount of the Credit Facility will be
permanently reduced by the amount of the prepayment. Availability of
borrowings under the Credit Facility is subject to a borrowing base calculated
as specified percentages of the Company&#146;s eligible accounts receivable (as
defined). The Credit Facility contains customary covenants, including
financial covenants that require monthly maintenance of cumulative EBITDA
levels and an interest and funded indebtedness coverage ratio. The Credit
Facility also contains restrictions on the payment of cash dividends on the
Company&#146;s capital stock and places additional limitations on share repurchases,
acquisitions and capital expenditures. Interest rates payable on borrowings
under the Credit Facility are set at prime plus 325 basis points through June
2003, and escalate thereafter at six-month intervals to a maximum of prime plus
500 basis points after December&nbsp;31, 2004.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In lieu of the equity appreciation rights granted to the lenders as part
of the revolving credit facility that was in effect in 2002, the Company issued
common stock purchase warrants to the lenders under the Credit Facility
entitling them to purchase a total of 19,224,916 shares of Common Stock, equal
to 10% of the outstanding Common Stock on a fully diluted basis. These
warrants issued to the lenders are exercisable in whole or part over a 10-year
period, and their exercise price is $0.3121 per share (which was based on a
stated equity valuation for the Company of $60&nbsp;million). The exercise prices
for these warrants is not necessarily indicative of fair value. The Company
entered into an agreement with each of the lenders to provide them with
registration rights with respect to the shares of Common Stock issued upon
exercise of these warrants.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the financial restructuring, the Company agreed to seek
shareholder approval at the 2003 Annual Meeting of Shareholders to amend and
restate its certificate of incorporation. The proposed amendments to the
certificate of incorporation include the following:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">a reverse stock split of the Company&#146;s Common Stock at a
one-for-twenty-five ratio;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">elimination of provisions that separate the Board of
Directors into three classes and that prohibit action by consent of
shareholders without a meeting;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">an election by the Company not to be governed by Section&nbsp;203
of the Delaware General Corporation Law, which restricts the ability
of the Company to engage, directly or indirectly, in a business
combination transaction with a holder 15% or more of its voting
stock;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">addition of provisions requiring a supermajority vote of the
Board of Directors or shareholders to adopt changes to the
certificate of incorporation or bylaws; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="92%"><FONT size="2">addition of a provision to protect minority shareholders in
connection with certain transactions with a shareholder that
beneficially owns 20% or more of the shares of the Company&#146;s capital
stock that are entitled to vote on matters submitted to a vote of
the shareholders.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">Each of the noteholders that participated in the note exchange has agreed to
vote its shares of Common and Series&nbsp;B Preferred Stock in favor of these
proposals. The Company has agreed that pending shareholder approval of the
amended and restated certificate of incorporation, it will comply with the
proposed provision to protect minority shareholders described above.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, in connection with the financial restructuring, the Board of
Directors amended and restated the Company&#146;s bylaws. The amended and restated
bylaws provide, among other things, that, as long as there are &#147;Significant
Holders&#148; (defined as the beneficial owners of shares of capital stock of the
Company 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
&#147;Significant Holder Designees&#148;) of the 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 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)&nbsp;and four (4)&nbsp;nominees for election to the Board of Directors, depending on
the amount of voting stock beneficially owned by the Significant Holders and
that each such nominee must qualify as an &#147;independent&#148; director under all
applicable exchange rules and listing standards.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the financial restructuring, MatlinPatterson and
Inland/Links are Significant Holders within the meaning of the amended and
restated bylaws. Accordingly, MatlinPaterson and Inland/Links together 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 four of whom must qualify as independent directors
under applicable exchange rules and listing standards) and two Board observers.
These three former noteholders are also senior lenders under the Credit
Facility.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the financial restructuring, the Company amended and
restated the shareholder rights agreement that governs the terms of preferred
share purchase rights that currently accompany the Common Stock. The
amendments include, among other things, the following additional exceptions to
the definition of an &#147;Acquiring Person:&#148; (i)&nbsp;persons and entities that
acquired beneficial ownership of the Company&#146;s capital stock in exchange for
the 5-3/4% notes, (ii)&nbsp;any Significant Holder who acquired capital stock in
compliance with the Company&#146;s amended and restated certificate of incorporation
and (iii)&nbsp;transferees of a Significant Holder that acquired capital stock in
compliance with the Company&#146;s amended and restated certificate of
incorporation. In addition, the shareholder rights plan was amended to include
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 Company 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 Company of 20% or more of the
voting stock of the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Board of Directors adopted the 2003 Equity Incentive Plan
(the &#147;2003 Equity Plan&#148;) simultaneously with the completion of the Company&#146;s
financial restructuring. The 2003 Equity Plan authorizes grants of stock
options, stock appreciation rights (or &#147;SARS&#148;), restricted stock, deferred
stock awards and performance awards (and dividend equivalent rights relating to
options, SARs, deferred stock and performance awards), in the case of stock or
option awards, for up to 19,870,873 shares, or 10.34%, of the Company&#146;s fully
diluted Common Stock. Awards under the 2003 Equity Plan are to be made to key
employees, directors and consultants as selected by the Board of Directors or
the Compensation Committee. The duration of any option or SAR granted under
the 2003 Equity Plan will not exceed ten years. Awards will generally vest 20%
on each anniversary of the date of grant unless either the Board of Directors
or Compensation
</FONT>
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<P><FONT size="2">Committee approves or a participant&#146;s employment agreement provides
otherwise. Following a termination of employment, vested options and/or SARs
must be exercised within 3&nbsp;months (12&nbsp;months in the case of death or
disability), except that options and SARs terminate immediately upon a
termination for cause as defined in the relevant participant&#146;s employment
agreement, or as determined in the discretion of the Board of Directors or the
Compensation Committee if no employment agreement exists. Any non-vested
option, SARS or other awards issued under the 2003 Equity Plan will be
forfeited upon any termination. The Board of Directors and Compensation
Committee retain the discretion to extend the post-employment exercise period
of an option or SAR and to accelerate vesting of awards under the 2003 Equity
Plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the financial restructuring, four executive officers,
including the Company&#146;s chief executive officer and chief financial officer,
entered into employment agreements with the Company. These employment
agreements replaced the existing employment agreements with these executive
officers, including agreements that would have entitled these executive
officers to enhanced severance rights that would have been triggered by the
financial restructuring. Each of these employment agreements provides for an
annual base salary approximately equal to the current base salary (subject to
annual adjustment as determined by the Company&#146;s Compensation Committee), the
right to earn annual bonuses ranging from a maximum of 100% of annual salary
(for the chief executive officer) to a maximum of 60% of annual salary, and,
subject to shareholder approval of the 2003 Equity Plan, options under that
plan as described below. Each of these executive officers had previously
surrendered all options awarded to them under existing option plans. Each
employment agreement is for an initial term of two years, with automatic
one-year extensions thereafter unless either party provides written notice of
termination at least three months prior to any scheduled expiration date. Each
employment agreement provides severance payment equal to one year&#146;s salary, two
years&#146; salary for the chief financial officer, for termination of employment by
the Company without cause. In addition, certain of these executive officers,
other than the chief financial officer, would be entitled to additional
severance of up to one year&#146;s salary if in the first year following the
financial restructuring the Company is acquired at a price per share below a
specified threshold.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to stockholder approval of the 2003 Equity Plan at the Company&#146;s
2003 Annual Meeting, the Compensation Committee has approved the granting of
stock options for 12,585,000 shares, representing 6.5% of the Company&#146;s fully
diluted Common Stock, to these executive officers. Of these initial grants,
8,700,000 options have an exercise price of $0.3121 per share, and the other
3,885,000 options in these initial grants have an exercise price of $0.4681 per
share. The initial stock option grants to these officers vest monthly at an
annual rate of 25%, and each officer will have 12&nbsp;months following the
termination of his employment (other than for cause) to exercise vested stock
options held as of the termination date. The exercise price of a portion of
these options is based on an aggregate stated equity value of the Company of
$60.0&nbsp;million and for the remaining options the exercise price is based on an
aggregate stated equity value of $90.0&nbsp;million. The exercise price for these
stock options is not necessarily indicative of fair value. Following these
initial grants, options for 7,285,873 shares, or 3.8%, of the Company&#146;s fully
diluted Common Stock will remain authorized for issuance under the 2003 Equity
Plan and will be reserved for future grants. For any grants within six months
after the date any existing options were cancelled, the Company will be
required to apply variable accounting to the new options, which may result in
non-cash compensation expense in future periods.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing description of the agreements entered into by the Company in
connection with the financial restructuring is qualified in its entirety to the
agreements, which are filed as exhibits hereto and are incorporated by
reference herein.
</FONT>
<P align="left"><FONT size="2">Item&nbsp;7. <U>Financial Statements
and Exhibits</U>.</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; Not applicable.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; Not applicable
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; The following exhibits are filed as part of this report.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Restructuring Agreement dated March&nbsp;14, 2003, incorporated
by reference to Exhibit&nbsp;99.2 to the Company&#146;s Current Report on Form
8-K dated March&nbsp;17, 2003</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Participation Agreement dated March&nbsp;14, 2003, incorporated
by reference to Exhibit&nbsp;99.3 to the Company&#146;s Current Report on Form
8-K dated March&nbsp;17, 2003</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Certificate of Designation for Series&nbsp;B Convertible
Participating Preferred Stock</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Registration Rights Agreement dated April&nbsp;14, 2003 between
the Company and the parties named therein</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Amended and Restated Rights Agreement dated April&nbsp;14, 2003
between the Company and Wachovia Bank, National Association, as
Rights Agent, incorporated by reference to Exhibit&nbsp;1 to Amendment
No.&nbsp;4 of the Company&#146;s Registration Statement on Form&nbsp;8-A/A (File
No.&nbsp;001-13956)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Certificate Of Designation, Preferences and Rights Of
Series&nbsp;A Junior Participating Preferred Stock</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Amended and Restated Bylaws of the Company</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Form of Restated Certificate of Incorporation of the Company</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">2003 Equity Incentive Plan of Personnel Group of America, Inc.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company and Larry L. Enterline</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company and James C. Hunt</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company and Michael H. Barker</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the
Company and Ken R. Bramlett, Jr.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.14</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Restructure Agreement among the Company, certain of its
subsidiaries, the lenders named therein and Bank of America, N.A.,
as Agent</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.15</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Second Amended and Restated Credit Agreement, dated as of
April&nbsp;14, 2003, among the Company, certain of its subsidiaries, the
lenders named therein and Bank of America, N.A., as Agent</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.16#</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Common Stock Purchase Warrant, dated as of April&nbsp;14,
2003, issued by the Company in favor of BNP Paribas</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Exhibit&nbsp;99.17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
&#150;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Power of Attorney of Victor E. Mandel</FONT></TD>
</TR>

</TABLE>
</CENTER>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">#</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">This Exhibit is
substantially identical to Common Stock Purchase Warrants issued by
the Company on the same date to each of Bank of America, N.A., Bank One, NA, HBV Capital Management LLC, Inland
Partners L.P., Links Partners L.P. and MatlinPatterson Global
Opportunities Partners L.P.</FONT></TD>
</TR>

</TABLE>
</CENTER>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">SIGNATURES</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="44%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Date: April&nbsp;14, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="top"><FONT size="2">PERSONNEL GROUP OF AMERICA, INC.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/ Ken R. Bramlett, Jr.</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Ken R. Bramlett, Jr.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Senior Vice President</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><U>Exhibit&nbsp;Index</U></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Restructuring Agreement dated March&nbsp;14, 2003, incorporated by
reference to Exhibit&nbsp;99.2 to the Company&#146;s Current Report on
Form&nbsp;8-K dated March&nbsp;17, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.1</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Participation Agreement dated March&nbsp;14, 2003, incorporated by
reference to Exhibit&nbsp;99.3 to the Company&#146;s Current Report on
Form&nbsp;8-K dated March&nbsp;17, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.2</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Certificate of Designation for Series&nbsp;B Convertible
Participating Preferred Stock</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.3</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Registration Rights Agreement dated April&nbsp;14, 2003 between
the Company and the parties named therein</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.4</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Amended and Restated Rights Agreement dated April&nbsp;14, 2003
between the Company and Wachovia Bank, National Association,
as Rights Agent, incorporated by reference to Exhibit&nbsp;1 to Amendment
No.&nbsp;4 of the Company&#146;s Registration Statement on Form&nbsp;8-A/A (File
No.&nbsp;001-13956)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.5</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Certificate Of Designation, Preferences and Rights Of Series
A Junior Participating Preferred Stock</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.6</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Amended and Restated Bylaws of the Company</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.7</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Form of Restated Certificate of Incorporation of the Company</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.8</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">2003 Equity Incentive Plan of Personnel Group of America, Inc.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.9</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company
and Larry L. Enterline</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.10</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company
and James C. Hunt</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.11</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company
and Michael H. Barker</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.12</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Employment Agreement dated April&nbsp;14, 2003 between the Company
and Ken R. Bramlett, Jr.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.13</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Restructure Agreement among the Company, certain of its
subsidiaries, the lenders named therein and Bank of America,
N.A., as Agent</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.14</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Second Amended and Restated Credit Agreement, dated as of
April&nbsp;14, 2003, among the Company, certain of its
subsidiaries, the lenders named therein and Bank of America,
N.A., as Agent</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.15</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Common Stock Purchase Warrant, dated as of April&nbsp;14, 2003,
issued by the Company in favor of BNP Paribas</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.16#</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Power of Attorney of Victor E. Mandel</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom"><FONT size="2">
Exhibit&nbsp;99.17</FONT></TD>
</TR>

</TABLE>
</CENTER>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">#</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">This Exhibit is
substantially identical to Common Stock Purchase Warrants issued by
the Company on the same date to each of Bank of America, N.A., Bank One, NA, HBV Capital Management LLC, Inland
Partners L.P., Links Partners L.P. and MatlinPatterson Global
Opportunities Partners L.P.</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>




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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>3
<FILENAME>g82123exv99w3.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION FOR SERIES B
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.3


                           CERTIFICATE OF DESIGNATION

             FOR SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK

                                       OF


                        PERSONNEL GROUP OF AMERICA, INC.




             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware



         The undersigned, Larry L. Enterline and Ken R. Bramlett, Jr., Chief
Executive Officer and Secretary, respectively, of Personnel Group of America,
Inc. (the "Corporation"), a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "DGCL"), HEREBY CERTIFY
that pursuant to the authority granted by Article Fourth of the Restated
Certificate of Incorporation of the Corporation and in accordance with the
provisions of Section 151 of the DGCL, the Board of Directors of the
Corporation has adopted the following resolution fixing the designation and
certain terms, powers, preferences and other rights of a new series of
Preferred Stock to the Corporation and certain qualifications, limitations and
restrictions thereon:

         RESOLVED, that pursuant to Article Fourth of the Restated Certificate
of Incorporation of the Corporation, there be and hereby is authorized and
created a series of Preferred Stock, having the designation, preferences and
relative, participating, optional or other rights, qualifications, limitations
and restrictions as hereinafter set forth:

         1.     Designation. The distinctive serial designation of this series
shall be "Series B Convertible Participating Preferred Stock" (hereinafter
called "Series B"). All capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Section 8 hereof. Each share of Series B
shall be identical in all respects with the other shares of Series B except as
to the dates from and after which dividends thereon shall be cumulative. The
Series B shall consist of 1,047,290 shares with a par value of $0.01 per share.
Shares of Series B purchased by the Corporation, canceled pursuant to Section 3
below or converted into the common stock, par value $0.01 per share of the
Corporation ("Common Stock"), shall be canceled and retired and shall revert to
authorized but unissued preferred stock of the Corporation undesignated as to
series.

         2.     Dividends. The holders of Series B shall be entitled to receive,
when, as and if declared by the Board of Directors, but only out of funds
legally available therefor, dividends and distributions (payable in cash, stock
or otherwise, other than any





<PAGE>

stock dividend for which there is an adjustment pursuant to Section 5 below),
on each date that dividends or other distributions are payable on or in respect
of any Common Stock or any other series of preferred stock of the Corporation
in an amount per share of the Series B pari passu with the amount holders of
the Common Stock and any other series of preferred stock shall receive, in each
case on an as-converted-to-Common-Stock basis. All dividends or distributions
payable with respect to the Series B pursuant to this Section 2 shall be
payable in respect of fractional shares, adjusted to reflect such fractional
dividend or distribution. Such dividends or distributions shall be cumulative
and shall be payable on the date specified by the Board of Directors of the
Corporation at the time such dividend is declared.

         3.     Liquidation Preference.

         (a)    In the event of any Liquidation, the Series B shall be canceled
and the holders of Series B shall thereafter only be entitled to be paid out of
the assets of the Corporation or proceeds thereof available for distribution to
its stockholders, before any distribution or payment is made to the holders of
any Junior Stock but after such payment is to be made to holders of Senior
Stock, the liquidation preference in effect at the time of such distribution or
payment date as provided in subparagraph (b) hereof.

         (b)    The liquidation preference for shares of Series B shall be $0.01
per share (as adjusted for any stock splits, recapitalizations or stock
consolidations) plus an amount equal to any declared and unpaid dividends per
share of Series B.

         (c)    If the assets of Corporation are greater than the total
liquidation preference for all the shares of Series B, any remaining assets of
the Company legally available for distribution to stockholders will be
distributed pro rata among the holders of the Common Stock and the holders of
the Series B in an amount equal to the amount such holders would receive if
such shares of Series B had been converted into Common Stock immediately prior
to the distribution of such remaining assets.

         (d)    If the assets of the Corporation are not sufficient to pay in
full the payments payable to the holders of Series B and any Parity Stock upon
the Liquidation, then the assets of the Corporation or the proceeds thereof
available for distribution to its stockholders and not paid to the holders of
any Senior Stock shall be distributed among the holders of Series B and any
Parity Stock pro rata in accordance with their respective liquidation
preferences.

         4.     Redemption. The Series B may not be redeemed by the Corporation
at any time.

         5.     Conversion.

         (a)    Subject to the provisions for adjustment hereinafter set forth,
each share of Series B shall be convertible at the option of the holder
thereof, at any time, into 100 fully paid and nonassessable shares of Common
Stock, upon surrender at the principal office of the Corporation or at such
other office or offices as the Board of Directors may designate of the
certificate for the share so to be converted, duly endorsed




                                       2
<PAGE>

or assigned to the Corporation in blank and accompanied by (i) an irrevocably
written notice to the Corporation that the holder thereof elects so to convert
1such shares of Series B and specifying the name or names (with address or
addresses) in which a certificate or certificates evidencing shares of Common
Stock are to be issued and (ii) if required pursuant to Section 5(h), an amount
sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid).
If a holder converts more than one share at a time, the number of full shares
of Common Stock issuable upon conversion shall be based on the total number of
shares of Series B so converted. Subject to the following provisions of this
paragraph, each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of Series B to be converted shall have been surrendered together with the
irrevocable written notice and payment of taxes (if applicable) as provided for
above, and the person or persons entitled to receive the Common Stock
deliverable upon conversion of such Series B shall be treated for all purposes
as the record holder or holders of such Common Stock at such time on such date,
unless the stock transfer books of the Corporation shall be closed on such
date, in which event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next succeeding day
on which such stock transfer books are open, but such conversion shall be at
the conversion rate in effect on the date on which such shares shall have been
surrendered and such notice (and, if applicable, payment) received by the
Corporation. Notwithstanding the foregoing, no shares of Series B may be
converted into shares of Common Stock until the Corporation's certificate of
incorporation is amended to increase the number of authorized shares of Common
Stock or to effect a reverse split of outstanding shares of Common Stock, such
that immediately following such amendment the number of authorized but unissued
shares of Common Stock shall be greater than the number of shares of Common
Stock into which all of the then outstanding shares of Series B are
convertible.

         (b)    The number of shares of Common Stock and the number of any other
shares of the Corporation, if any, into which each share of Series B is
convertible, shall be adjusted from time to time as set forth below. Such
adjustments shall be made whether or not there are any outstanding shares of
Series B, and any shares of Series B subsequently issued shall be issued with
such adjustments having been effected.

         (i)    Dividends, Subdivisions, Splits and Combinations. In case the
     Corporation shall (A) pay a dividend or make a distribution in shares of
     Common Stock or shares convertible into or otherwise exchangeable or
     exercisable for Common Stock, (B) subdivide or split its outstanding
     shares of Common Stock into a greater number of shares of Common Stock or
     (C) combine or reverse-split its outstanding shares of Common Stock into a
     smaller number of shares of Common Stock, then in each such case the
     number of shares of Common Stock into which each share of Series B shall
     thereafter be convertible shall be proportionately increased or decreased,
     respectively, with effect as of the record date set for such dividend or
     the effective date of such split, subdivision or combination.




                                       3
<PAGE>

         (ii)   Reclassifications. In the case of any classifications,
     reclassifications or reorganizations of the Common Stock (whether pursuant
     to a sale of all or substantially all assets, merger or consolidation or
     otherwise) for which an adjustment is not otherwise made pursuant to this
     Section 5 and for which no cancellation is effected under Section 3(a),
     then the holder of each share of Series B shall be entitled to receive
     upon the conversion of such share (on the same basis and conditions as set
     forth herein with respect to the Common Stock), the stock, securities or
     other property (including cash) that such holder would have been entitled
     to receive upon the happening of any of the events described above had
     such share been converted immediately prior to the happening of such event
     and, in any such case, appropriate provision shall be made so that such
     holder's rights and interests herein with respect to the Series B
     (including in this Section 5) shall be applicable as nearly may be in
     relation to stock, securities or other property thereafter deliverable
     upon conversion.

         (c)    In case the Corporation shall take a record of the holders of
any class of its capital stock entitled to receive a dividend or other
distribution payable in Common Stock or securities convertible into or
otherwise exchangeable or exercisable for Common Stock, whether or not
immediately exercisable (collectively, "Convertible Securities") or to
subscribe for or purchase or otherwise acquire Common Stock or Convertible
Securities, then such record date shall be deemed to be the date of issue or
sale of the shares deemed to have been issued or sold upon the declaration of
such dividend or other distribution or the granting of such right of
subscription, purchase or acquisition.

         (d)    No adjustment in the conversion rate shall be required unless
such adjustment (plus any adjustments not previously made by reason of this
subdivision (d)) would require an increase or decrease of at least 1% in the
number of shares of Common Stock into which each share of Series B is then
convertible; provided, however, that any adjustments which by reason of this
subdivision (d) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
5 shall be made to the nearest one-hundred thousandth of a share. When
evaluating the amount of consideration for any purpose under this Section 5,
the amount of consideration shall be deemed to be the proceeds received before
deducting any expenses incurred or any underwriting commissions or concessions
paid or allowed by the Corporation in connection therewith and any
consideration other than cash shall be established as the fair value at the
time of receipt thereof as determined in good faith by the Board of Directors.

         (e)    The Board of Directors may make such adjustments in the
conversion rate, in addition to those required by this Section 5, as shall be
determined in good faith by the Board of Directors, as evidenced by a
resolution of the Board of Directors, to be advisable in order to avoid
taxation so far as practicable of any dividend of stock or stock rights or any
event treated as such for Federal income tax purposes to the recipients. After
no less than five (5) days advance written notice given to the holders of
record of Series B, the Board of Directors shall have the power to resolve any
ambiguity or correct any error in this Section 5 and its action in so doing, as
evidenced by





                                       4
<PAGE>

a written resolution of the Board of Directors that shall not have been revoked
prior to its effectiveness, shall be final and conclusive.

         (f)    Whenever any adjustment is required in the shares of Common
Stock into which each share of Series B is convertible, the Corporation shall
forthwith (i) file in the corporate minutes and with any transfer agent of the
Series B a statement describing in reasonable detail the adjustment and the
method of calculation used and (ii) cause a copy of such statement to be mailed
to the holders of record of the Series B as of the effective date of such
adjustment.

         (g)    The Corporation shall at all times reserve and keep available
out of its authorized but unissued Common Stock, for the purpose of issuance
upon conversion of the Series B, the full number of shares of Common Stock then
deliverable upon the conversion of all shares of Series B then outstanding.

         (h)    The Corporation will pay any and all taxes that may be payable
in respect of the issuance or delivery of Common Stock on conversion of Series
B. The Corporation shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of
Common Stock in a name other than that in which the Series B so converted were
registered, and no such issuance or delivery shall be made unless and until (i)
the person requesting such issuance has paid to the Corporation the amount of
any such tax or has established to the satisfaction of the Corporation that
such tax has been paid and (ii) such issuance and delivery is permitted under
applicable federal, state and foreign securities laws without registration
thereof.

         (i)    For the purpose of this Section 5 and, unless the context
otherwise requires, the purpose of this serial designation, the term "Common
Stock" shall include any shares of the Corporation of any class or series which
has no preference or priority in the payment of dividends or in the
distribution of assets upon any Liquidation of the Corporation and which is not
subject to redemption by the Corporation. However, Common Stock issuable upon
conversion of Series B shares shall include only shares of the class designated
as Common Stock as of the original date of issuance of the Series B, or shares
of the Corporation of any classes or series resulting from any reclassification
or reclassifications thereof and which have no preference or priority in the
payment of dividends or in the distribution of assets upon any Liquidation of
the Corporation and which are not subject to redemption by the Corporation,
provided that if at any time there shall be more than one such resulting class
or series, the shares of such class and series then so issuable shall be
substantially in the proportion which the total number of shares of such class
and series resulting from all such reclassifications bears to the total number
of shares of all such classes and series resulting from all such
reclassifications.

         (j)    No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of Series B. If any such conversion would
otherwise require the issuance of a fractional share, an amount equal to the
fair market value of such fractional share or scrip, as determined in good
faith by the Board of Directors, shall be paid to the holder in cash by the
Corporation.



                                       5
<PAGE>

         (k)    The certificate of any independent firm of public accountants or
any independent investment bank or financial advisory firm of nationally
recognized standing selected in good faith by the Board of Directors shall be
presumptive evidence of the correctness of any computation made under this
Section 5.

         (l)    Notwithstanding any other provision hereof, if a conversion of
this security is to be made in connection with a holder's participation in a
registered public offering or a Sale Transaction, the conversion may, at the
election of the holder, be conditioned upon the consummation of such public
offering or Sale Transaction in which case such conversion shall not be deemed
to be effective until the consummation of such transaction.

         (m)    Other Actions. In case at any time or from time to time the
Corporation shall take any action of the type contemplated herein but not
expressly provided for by such provisions, then, unless in the opinion of the
Board of Directors such action is not reasonably likely to have a material
adverse effect upon the rights of the Series B (taking into consideration, if
necessary, any prior actions which the Board of Directors hereunder deemed not
reasonably likely to materially adversely affect the rights of the Series B),
the Series B shall be adjusted in such manner and at such time as the Board of
Directors may in good faith determine to be equitable in the circumstances.

         6.     Automatic Conversion.

         (a)    Subject to the final sentence of Section 5(a), the Series B
shall automatically be converted into shares of Common Stock in accordance with
Section 5 herein, in whole but not in part, (i) at the election of the
Corporation upon written notice delivered by the Corporation as provided in
6(b) below, or (ii) upon the written direction of holders holding, in the
aggregate, at least 50% of the shares of the Series B as provided in Section
6(c) below.

         (b)    If the Corporation has elected to convert the Series B into
Common Stock pursuant to this Section 6, the Corporation will provide notice of
automatic conversion of shares of Series B pursuant to this Section 6 to
holders of record of the Series B to be converted not less than 15 nor more
than 60 days prior to the date fixed for conversion. Such notice shall include
(i) a statement signed by one of the Corporation's executive officers
certifying that shares of Common Stock are available for the conversion and
(ii) an opinion of counsel that the shares of Common Stock to be received upon
conversion of the Series B has been duly authorized and are validly issued and
nonassessable. Such notice shall be provided by mailing notice of such
conversion first class mail postage prepaid, to each holder of record of the
Series B to be converted, at such holder's address as it appears on the stock
register of the Corporation.

         (c)    If the holders holding, in the aggregate, at least 50% of the
issued and outstanding shares of Series B have elected to convert the Series B
into Common Stock pursuant to this Section 6, the holders will provide notice
of such election to the Company and to each other holder of record of Series B
to be converted not less than 15 nor more than 60 days prior to the date fixed
for conversion. Such notice shall list the




                                       6
<PAGE>

holders making such election and the number of shares of Series B held by each
such holder. Such notice shall be provided by mailing notice of such conversion
first class mail postage prepaid, to the Corporation and to each holder of
record of the Series B to be converted, at such holder's address as it appears
on the stock register of the Corporation.

         (d)    The holders of Series B shall cause any director nominees,
nominated on behalf of such holders of Series B to recuse themselves from any
deliberation or consideration of actions to cause the Corporation to convert
the Series B, as described in this Section 6.

         7.     Voting Rights.

         (a)    Except as otherwise required by this Section 7 or as otherwise
required by law, the holders of this Series B shall vote together with the
shares of Common Stock (and any other class or series which may similarly be
entitled to vote with the holders of Common Stock) as a single class at any
annual or special meeting of the stockholders of the Corporation, or by written
consent, in the same manner as the holders of Common Stock. Each holder of
Series B shall be entitled to such number of votes for the shares of Series B
held by such holder on the record date fixed for any meeting, or on the
effective date of any written consent, as shall be equal to number of votes
such holder would be entitled to if such holder held the whole number of shares
of Common Stock into which all of his shares of Series B would be convertible,
notwithstanding the final sentence of Section 5(a) immediately after the close
of business on the record date fixed for such meeting or the effective date of
such written consent.

         (b)    In addition to any other vote or consent of stockholders
required by law or by the certificate of incorporation of the Corporation, the
consent of the holders of record of greater than 50% of the outstanding shares
of Series B given in person or by proxy, either in writing without a meeting or
by vote at any meeting called for the purpose, shall be necessary to effect,
validate or take any of the following actions: (i) any amendment or change that
adversely affects the rights, preferences, privileges or powers of, or the
restrictions provided for the benefit of the holders of the Series B; (ii) any
action that authorizes, creates or issues additional shares of Series B or
shares of Parity Stock or Senior Stock or increases the authorized amount of
any such other class or series; (iii) any action that reclassifies any
outstanding shares into Parity Stock or Senior Stock; (iv) any amendment
alteration, modification or repeal of any of the provisions of the certificate
of incorporation of the Corporation (by merger, consolidation or otherwise),
which adversely affects the voting powers, rights, privileges or preferences of
the holders of Series B; (v) the declaration or payment of a dividend on any
Junior Stock (other than a dividend payable solely in shares of Junior Stock);
or (vi) any Sale Transaction.

         8.     Definitions.

         As used herein with respect to Series B, the following terms shall
have the following meanings:





                                       7
<PAGE>

         (a)    "Board of Directors" shall mean the Board of Directors of the
Corporation (or persons performing a similar function in any successor entity).

         (b)    "Junior Stock" shall mean the Common Stock or any other class or
series of shares of the Corporation hereafter authorized in accordance with the
certificate of incorporation of the Corporation by the terms of which the
holders of shares of Series B would be entitled to the receipt of dividends and
of amounts distributable upon Liquidation or redemption in preference or
priority to the holders of shares of such class or series.

         (c)    "Liquidation" shall mean any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation or the
consummation of any Sale Transaction.

         (d)    "Parity Stock" shall mean any class or series of stock or other
security of the Corporation hereafter authorized in accordance with the
certificate of incorporation of the Corporation by the terms of which the
holders of shares of Series B would be entitled to the receipt of dividends and
of amounts distributable upon Liquidation or redemption on parity with the
holders of shares of such class or series.

         (e)    "Sale Transaction" shall mean the voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all the property or assets of the
Corporation to, or the consolidation or merger of the Corporation with or into,
one or more other corporations or other entities, where the stockholders of the
Corporation immediately prior to such transaction do not thereafter
beneficially own, collectively, at least a majority of the shares of capital
stock entitled to vote generally in election of directors or persons performing
a similar function of the surviving or successor corporation or other entity.
The good faith determination of a majority of the Board of Directors of the
Corporation (or persons performing a similar function of a successor entity)
that a Sale Transaction has occurred shall conclusively establish the
occurrence of such event.

         (f)    "Senior Stock" shall mean any class or series of stock or other
security of the Corporation hereafter authorized in accordance with the
certificate of incorporation of the Corporation by the terms of which the
holders of shares of such shares of such class or series would be entitled to
the receipt of dividends and of amounts distributable upon Liquidation or
redemption in preference or priority with the holders of shares of Series B.

         9.     Miscellaneous. The shares of Series B shall not have any
relative, participating, optional, conversion, voting or other special rights
and powers other than as set forth herein. In the event that the Corporation
shall at any time be party to a transaction or series of transactions that
constitute a sale of all or substantially all assets, a holding company
reorganization or any other merger or consolidation pursuant to which in each
case all of the Common Stock shall be exchanged for equity securities in
another entity, the Corporation agrees that the entity resulting from, or
issuing securities in, such transaction or series of transactions shall be
deemed the successor to the Corporation




                                       8
<PAGE>

pursuant to this instrument and shall assume all of the Corporation's rights
and obligations hereunder.

         10.    Severability of Provisions. If any voting powers, preferences
and relative, participating, optional and other special rights of the Series B
and qualifications, limitations and restrictions thereof set forth in this
certificate of designation (as it may be amended from time to time) are
invalid, unlawful or incapable of being enforced by reason of any rule or law
or public policy, all other voting powers, preferences and relative,
participating, optional and other special rights of Series B and
qualifications, limitations and restrictions being given effect thereby set
forth in this certificate of designation (as so amended) which can be given
effect without the invalid, unlawful or unenforceable voting powers,
preferences and relative, participating, optional and other special rights to
Series B and qualifications, limitations and restrictions thereof shall,
nevertheless, remain in full force and effect, and no voting powers,
preferences and relative, participating, optional or other special rights of
Series B and qualifications, limitations and restrictions thereof herein set
forth shall be deemed dependent upon any other such voting powers, preferences
and relative, participating, optional or other special rights of Series B and
qualifications, limitations and restrictions thereof unless so expressed
herein.



                                       9
<PAGE>


         IN WITNESS WHEREOF, we have signed this certificate on the 11th day of
April, 2003, and affirm the statements contained herein as true under penalties
of perjury.


                                  /s/ Larry L. Enterline
                                  ---------------------------------------------

                                  Larry L. Enterline
                                  Chief Executive Officer


                                  /s/ Ken R. Bramlett, Jr.
                                  ----------------------------------------------
                                  Ken R. Bramlett, Jr.
                                  Secretary





                                      10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>4
<FILENAME>g82123exv99w4.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED APRIL 14, 2003
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.4

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

                         REGISTRATION RIGHTS AGREEMENT





                           DATED AS OF APRIL 14, 2003





                                     AMONG





                        PERSONNEL GROUP OF AMERICA, INC.





                                      AND





                            THE PARTIES NAMED HEREIN


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







<PAGE>




                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                   PAGE
                                                                                   ----

<S>               <C>                                                              <C>
  Section 1.      Definitions........................................................1


  Section 2.      Demand Registrations...............................................3

         (a)      Right to Demand....................................................3
         (b)      Number of Demand Registrations.....................................4
         (c)      Registration Statement.............................................4
         (d)      Amendments; Supplements............................................4
         (e)      Effectiveness......................................................5
         (f)      Holders Withdrawal.................................................5
         (g)      Preemption of Demand Registration..................................5
         (h)      Priority on Demand Registrations...................................5

  Section 3.      Piggyback Registrations............................................5

         (a)      Right to Piggyback Registrations...................................5
         (b)      Priority on Piggyback Registrations................................6

  Section 4.      Shelf Registration.................................................6

         (a)      Right to Shelf Registration........................................6
         (b)      Number of Shelf Registrations......................................6

  Section 5.      Obligations of the Company.........................................7

         (a)      Delay Period.......................................................7
         (b)      Shelf Registrations After Other Registrations......................7
         (c)      Registration Procedures............................................7

  Section 6.      Registration Expenses.............................................11

         (a)      Expenses Payable by the Company...................................11
         (b)      Expenses Payable by the Holders...................................12

  Section 7.      Indemnification...................................................12

         (a)      Indemnification by the Company....................................12
         (b)      Indemnification by the Holders....................................13
         (c)      Conduct of Indemnification Proceedings............................13
         (d)      Survival..........................................................14
         (e)      Right to Contribution.............................................14
</TABLE>



                                       i
<PAGE>

<TABLE>

<S>               <C>                                                           <C>
  Section 8.      Rules 144 and 144A................................................15


  Section 9.      Underwritten Registrations........................................15


  Section 10.     Covenants of Holders..............................................15


  Section 11.     Miscellaneous.....................................................16

         (a)      No Inconsistent Agreements........................................16
         (b)      Remedies..........................................................16
         (c)      Amendments and Waivers............................................16
         (d)      Successors and Assigns............................................16
         (e)      Termination of Registration Rights................................16
         (f)      Severability......................................................17
         (g)      Counterparts......................................................17
         (h)      Descriptive Headings:  Interpretation.............................17
         (i)      Notices...........................................................17
         (j)      GOVERNING LAW; SUBMISSION TO JURISDICTION.........................17
         (k)      Entire Agreement..................................................18
</TABLE>



                                      ii
<PAGE>



                         REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of April 14, 2003, by and among Personnel Group of America,
Inc. (to be renamed "Venturi Partners, Inc."), a company incorporated in
Delaware, the United States of America (the "Company"), and the parties
identified as "Investors" on the signature pages hereto (each an "Investor" and
together the "Investors").

         WHEREAS, pursuant to the terms of the Restructuring Agreement (the
"Restructuring Agreement"), dated March 14, 2003, among the Company and certain
Investors, and a Participation Agreement, dated March 14, 2003, between the
Company and an Investor, the Company will issue shares of its Common Stock (as
defined below) and preferred stock convertible into Common Stock to certain of
the Investors;

         WHEREAS, pursuant to the terms of the Restructure Agreement (the
"Credit Restructure Agreement"), dated April 11, 2003, among the Company and
certain Investors, the Company will issue to such Investors Warrants (as
defined below) to purchase Common Stock; and

         WHEREAS, in the Restructuring Agreement and in the Credit Restructure
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, agree as follows:

         Section 1.     Definitions.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

         "Charter" means the Restated Certificate of Incorporation of the
Company, as amended from time to time.

         "Commission" means the United States Securities and Exchange
Commission or any other United States federal agency at the time administering
the Securities Act.

         "Common Stock" means the Company's common stock, par value $0.01 per
share, or any other shares of capital stock or other securities of the Company
into which such shares of Common Stock shall be reclassified or changed,
including, by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or
if the Company pays a dividend or makes a distribution on the Common Stock in





<PAGE>

shares of capital stock, or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be such number of shares of stock and
amount of other securities to which a holder of a share of Common Stock
outstanding immediately prior to such change, reclassification, exchange,
dividend, distribution, subdivision or combination would be entitled.

         "Delay Period" has the meaning set forth in Section 5(a) of this
Agreement.

         "Demand Notice" has the meaning set forth in Section 2(a) of this
Agreement.

         "Demand Registration" has the meaning set forth in Section 2(a) of
this Agreement.

         "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

         "Holder" means a person who owns Registrable Securities and is either
(i) an Investor or a Permitted Transferee of an Investor that has agreed to be
bound by the terms of this Agreement as if such Person were an Investor, (ii)
upon the death of any Holder, the executor of the estate of such Holder or such
Holder's heirs, devisees, legatees or assigns or (iii) upon the disability of
any Holder, any guardian or conservator of such Holder.

         "Interruption Period" has the meaning set forth in the last paragraph
in Section 5(c).

         "Losses" has the meaning set forth in Section 7(a) of this Agreement.

         "Misstatement/Omission" has the meaning set forth in Section 7(a) of
this Agreement.

         "Permitted Transferee" means any Person to whom the rights under this
Agreement have been assigned in accordance with the provisions of Section 11(d)
hereof.

         "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

         "Piggyback Registration" has the meaning set forth in Section 3(a) of
this Agreement.

         "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such prospectus.




                                       2
<PAGE>

         "Registrable Securities" means (i) the shares of Common Stock issued
to the Investors pursuant to the Restructuring Agreement, (ii) any shares of
Common Stock issued or issuable upon the conversion of the Series B Preferred
Stock and (iii) any shares of Common Stock issued or issuable upon the exercise
of any of the Warrants. If as a result of any reclassification, stock dividends
or stock splits or in connection with a combination of shares,
recapitalization, merger, consolidation, or other reorganization or other
transaction or event, any capital stock, evidence of indebtedness, warrants,
options, rights or other securities (collectively "Other Securities") are
issued or transferred to a Holder in respect of Registrable Securities held by
the Holder, references herein to Registrable Securities shall be deemed to
include such Other Securities. As to any particular Registrable Securities,
such securities will cease to be Registrable Securities when (i) they have been
distributed to the public pursuant to an offering registered under the
Securities Act, (ii) they have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act, (iii) they are
eligible for immediate sale pursuant to Rule 144(k) under the Securities Act or
(iv) they have been sold to any Person to whom the rights under this Agreement
are not assigned in accordance with this Agreement.

         "Registration Statement" means any registration statement under the
Securities Act of the Company that covers any of the Registrable Securities,
including the related Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits, and all materials incorporated by reference or deemed
to be incorporated by reference in such registration statement or Prospectus.

         "Required Holders" means Holders of at least a majority of the
aggregate amount of all Registrable Securities outstanding.

         "S-3 Registration" has the meaning set forth in Section 4(a) of this
Agreement.

         "Securities Act" means the United States Securities Act of 1933, as
amended, or any similar United States federal statute, and the rules and
regulations of the Commission promulgated thereunder.

         "Warrants" means the common stock purchase warrants issued by the
Company pursuant to the Credit Restructure Agreement.

         Section 2.     Demand Registrations.

                (a)     Right to Demand. The Holders shall have the right, by
written notice (the "Demand Notice") given to the Company, to request the
Company to register under and in accordance with the provisions of the
Securities Act all or part of the Registrable Securities designated by such
Holders (a "Demand Registration"). Upon receipt of any such Demand Notice from
any Holder, the Company will promptly notify all other Holders of the receipt
of such Demand Notice and allow them the opportunity to include Registrable
Securities held by them in the proposed registration by submitting their own
Demand Notice. Notwithstanding anything herein to the contrary, the Company
shall not be required to honor a request for a Demand Registration if the
Company has not received Demand Notices from the Required Holders. The Company
shall not be required to register any Registrable Securities under this Section
2 unless the anticipated aggregate offering price to the public for any such






                                       3
<PAGE>

offering of the Registrable Securities included in such Demand Notices is
expected to be at least $20 million.

                (b)     Number of Demand Registrations. The Holders shall be
entitled to have two (2) Demand Registrations effected. A Demand Registration
shall not be deemed to be effected (i) if a Registration Statement with respect
thereto shall not have become effective under the Securities Act and remained
effective for at least 180 days or until the completion of the distribution of
the Registrable Securities thereunder, whichever is earlier (including, without
limitation, because of withdrawal of such Registration Statement by the Holders
pursuant to Section 2(f) hereunder, (ii) if, after it has become effective,
such registration is interfered with for any reason by any stop order,
injunction or other order or requirement of the Commission or any governmental
authority, or as a result of the initiation of any proceeding for such stop
order by the Commission through no fault of the Holders and the result of such
interference is to prevent the Holders from disposing of such Registrable
Securities proposed to be sold in accordance with the intended methods of
disposition, (iii) the Company exercises its rights with respect to a Delay
Period under Section 5(a) and the result is a delay in the proposed
distribution of any Registrable Securities and the Holders determine not to
sell such Registrable Securities pursuant to such registration as a result of
such delay, or (iv) if the conditions to closing specified in the purchase
agreement or underwriting agreement entered into in connection with any
underwritten offering shall not be satisfied or waived with the consent of the
Required Holders, other than as a result of any breach by the Holders or any
underwriter of its obligations thereunder or hereunder.

                (c)     Registration Statement. Subject to paragraph (a) above,
as soon as practicable, but in any event within 30 days of the date on which
the Company first receives one or more Demand Notices from the Required Holders
pursuant to Section 2(a) hereof, the Company shall file with the Commission a
Registration Statement on the appropriate form for the registration and sale of
the total number of Registrable Securities specified in such Demand Notice in
accordance with the intended method or methods of distribution specified by the
Holders in such Demand Notice. The Company shall use reasonable best efforts to
cause such Registration Statement to be declared effective by the Commission as
soon as reasonably practicable. Notwithstanding the foregoing, the Company
shall not be obligated to file a Registration Statement pursuant to this
Section 2(c) if (i) the offering requested to be registered is a delayed or
continuous offering under Rule 415 under the Securities Act is available for
such offering by the Holders, in which case the registration shall be made by
the Company pursuant to Section 4 hereof; or (ii) if the Company has, within
the six month period preceding the date of such request, already effected a
registration under the Securities Act, other than a registration from which
Registrable Securities of Holders have been excluded (with respect to all or
any portion of the Registrable Securities requested by included in such
registration) pursuant to the provisions of Section 3 hereof.

                (d)     Amendments; Supplements. Subject to Section 5(a), upon
the occurrence of any event that would cause the Registration Statement (A) to
contain a material misstatement or omission or (B) to be not effective and
usable for resale of Registrable Securities during the period that such
Registration Statement is required to be effective and usable, the Company
shall file an amendment to the Registration Statement as soon as reasonably
practicable, in the case of clause (A), correcting any such misstatement or
omission and, in the





                                       4
<PAGE>

case of either clause (A) or (B), use reasonable best efforts to cause such
amendment to be declared effective and such Registration Statement to become
usable as soon as reasonably practicable thereafter.

                (e)     Effectiveness. The Company agrees to use reasonable
best efforts to keep any Registration Statement filed pursuant to this Section
2 continuously effective and usable for the sale of Registrable Securities
until the earlier of (i) 180 days from the date on which the Commission
declares such Registration Statement effective, or (ii) the date on which all
the Registrable Securities covered by such Registration Statement have been
sold pursuant to such Registration Statement.

                (f)     Holders Withdrawal. Holders of a majority in number of
the Registrable Securities to be included in a Demand Registration pursuant to
this Section 2 may, at any time prior to the effective date of the Registration
Statement in respect thereof, revoke such request by providing a written notice
to the Company to such effect.

                (g)     Preemption of Demand Registration. Notwithstanding
anything to the contrary contained herein, after receiving a written request
for a Demand Registration, the Company may elect to effect an underwritten
primary registration in lieu of the Demand Registration if the Company's Board
of Directors believes that such primary registration would be in the best
interests of the Company. If the Company so elects to effect a primary
registration, the Company shall give prompt written notice (which shall be
given not later than 20 days after the date of the Demand Notice) to all
holders of the Registrable Securities of its intention to effect such a
registration and shall afford the holders of the Registrable Securities the
rights contained in Section 3 with respect to Piggyback Registrations. In the
event that the Company so elects to effect a primary registration after
receiving a request for a Demand Registration, the Company shall use reasonable
best efforts to have the Registration Statement declared effective by the
Commission as soon as reasonably practicable. In addition, the request for a
Demand Registration shall be deemed to have been withdrawn and such primary
registration shall not be deemed to be a Demand Registration.

                (h)     Priority on Demand Registrations. If a Demand
Registration is an underwritten offering and includes securities for sale by
the Company, and the managing underwriter (such underwriter to be chosen by the
Holders of a majority of the Registrable Securities included in such
registration, subject to the Company's reasonable approval) advises the
Company, in writing, that, in its good faith judgment, the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without materially and adversely affecting the
marketability of the offering, then the Company will include in any such
registration the maximum number of shares which the managing underwriter
advises the Company can be sold in such offering allocated as follows: (i)
first, the Registrable Securities requested to be included in such registration
by the Holders on a pro rata basis, based on the number of Registrable
Securities requested to be included by such Holders and (ii) second, to the
extent that any other securities may be included without exceeding the
limitations recommended by the underwriter as aforesaid, the securities that
the Company proposes to sell.



                                       5
<PAGE>

         Section 3.     Piggyback Registrations.

                (a)     Right to Piggyback Registrations. Whenever the Company
proposes to register any of its equity securities under the Securities Act
(other than a registration on Form S-4 relating solely to a transaction
described in Rule 145 of the Securities Act or a registration on Form S-8 or
any successor forms thereto), whether or not for sale for its own account, the
Company will give prompt written notice of such proposed filing to all Holders
at least 30 days before the anticipated filing date. Such notice shall offer
such Holders the opportunity to register such amount of Registrable Securities
as they shall request (a "Piggyback Registration"). Subject to Sections 3(b)
and 3(c) hereof, the Company shall include in each such Piggyback Registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 20 days after such notice has
been given by the Holders to the Company. If the Registration Statement
relating to the Piggyback Registration is to cover an underwritten offering,
such Registrable Securities shall be included in the underwriting on the same
terms and conditions as the securities otherwise being sold through the
underwriters. Each Holder shall be permitted to withdraw all or part of the
Registrable Securities from a Piggyback Registration at any time prior to the
effective time of such Piggyback Registration.

                (b)     Priority on Piggyback Registrations. If a Piggyback
Registration is an underwritten offering on behalf of the Company, by or
through one or more underwriters of recognized standing and the managing
underwriters advise the Company in writing (a copy of which writing shall be
provided by the Company to the Holders) that in their good faith judgment the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without materially and adversely
affecting the marketability of the offering, then the Company will include in
any such registration the maximum number of shares which such managing
underwriters advise the Company can be sold in such offering allocated as
follows: (i) first, the securities the Company proposes to sell, and (ii)
second, to the extent that any other securities may be included without
exceeding the limitations recommended by the underwriter as aforesaid, the
Registrable Securities requested to be included in such registration by the
Holders on a pro rata basis, based on the amount of Registrable Securities
requested to be included therein (or in such other proportion mutually agreed
among such Holders).

         Section 4.     Shelf Registration.

                (a)     Right to Shelf Registration. The Company shall use its
reasonable best efforts to file and cause to be declared effective as promptly
as practicable following the Agreement a registration ("Shelf Registration")
for delayed or continuous offerings of Registrable Securities in the market
transactions on any appropriate form pursuant to Rule 415 under the Securities
Act (or similar rule that may be adopted by the Commission), which form shall
be available for the sale of the Registrable Securities in accordance with the
intended methods of distribution thereof. The Company agrees to use its
reasonable best efforts to keep such Shelf Registration continuously effective
and usable for resale of Registrable Securities until the second anniversary of
the date of this Agreement or such shorter period which will terminate at such
time as the Holders have sold all the Registrable Securities covered by such
Registration Statement. At any time thereafter, Holders holding in the
aggregate at least 5% of




                                       6
<PAGE>

the outstanding shares of Common Stock may request that the Company file and
cause to be declared effective a Shelf Registration.

                (b)     Number of Shelf Registrations. The Holders shall be
entitled to an unlimited number of Shelf Registrations and no Shelf
Registration shall be counted as a Demand Registration for purposes of Section
2(a) hereof.

         Section 5.     Obligations of the Company.

                (a)     Delay Period. Notwithstanding the foregoing, the
Company shall have the right to delay the filing of any Registration Statement
otherwise required to be prepared and filed by the Company pursuant Sections 2,
3 or 4, or to suspend the use of any Registration Statement, for a period not
in excess of 60 consecutive calendar days (a "Delay Period") if (i) the Board
of Directors of the Company determines that filing or maintaining the
effectiveness of such Registration Statement would have a material adverse
effect on the Company or the holders of its capital stock in relation to any
material acquisition or disposition, financing or other corporate transaction
and the Board of Directors of the Company has determined in good faith that
disclosure thereof would not be in the best interests of the Company and its
holders of capital stock at the time or (ii) the Board of Directors of the
Company has determined in good faith that the filing of a Registration
Statement or maintaining the effectiveness of a current Registration Statement
would require disclosure of material information that the Company has a valid
business purpose for retaining as confidential at such time. The Company shall
be entitled to exercise a Delay Period more than one time in any calendar year
so long as such exercise does not prevent the Holders from being entitled to at
least 240 days of effective registration rights per calendar year and that no
Delay Period may commence if it is less than 30 days from the end of the
previous Delay Period.

                (b)     Shelf Registrations After Other Registrations. Other
than the initial Shelf Registration discussed in Section 4(a) above, the
Company shall not be obligated to effect any Shelf Registration within 120 days
after the effective date of a previous Registration Statement filed by the
Company (except for registrations on Form S-4 or Form S-8, or other forms
prescribed under the Securities Act for the same purpose or for an exchange
offer).

                (c)     Registration Procedures. Whenever the Company is
required to register Registrable Securities pursuant to Sections 2, 3 or 4
hereof, the Company will use reasonable best efforts to effect the registration
to permit the sale of such Registrable Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company will as expeditiously as possible:

                        (1)     prepare and file with the Commission a
         Registration Statement with respect to such Registrable Securities as
         prescribed by Sections 2, 3 or 4 on a form available for the sale of
         the Registrable Securities by the holders thereof in accordance with
         the intended method or methods of distribution thereof and use
         reasonable best efforts to cause each such Registration Statement to
         become and remain effective within the time periods and otherwise as
         provided herein;



                                       7
<PAGE>

                        (2)     prepare and file with the Commission such
         amendments, (including post-effective amendments) to the Registration
         Statement and such supplements to the Prospectus as may be necessary
         to keep such Registration Statement effective and to comply with the
         provisions of the Securities Act with respect to the disposition of
         all securities covered by such Registration Statement until such time
         as all of such securities have been disposed of in accordance with the
         intended methods of disposition by the seller or sellers thereof set
         forth in such Registration Statement;

                        (3)     furnish to each selling Holder of Registrable
         Securities covered by a Registration Statement and to each
         underwriter, if any, such number of copies of such Registration
         Statement, each amendment and post-effective amendment thereto, the
         Prospectus included in such Registration Statement (including each
         preliminary prospectus and any supplement to such Prospectus and any
         other prospectus filed under Rule 424 of the Securities Act), in each
         case including all exhibits, and such other documents as such Holder
         may reasonably request in order to facilitate the disposition of the
         Registrable Securities owned by such Holder or to be disposed of by
         such underwriter (the Company hereby consenting to the use in
         accordance with all applicable law of each such Registration Statement
         (or amendment or post-effective amendment thereto) and each such
         Prospectus (or preliminary prospectus or supplement thereto) by each
         such Holder and the underwriters, if any, in connection with the
         offering and sale of the Registrable Securities covered by such
         Registration Statement or Prospectus);

                        (4)     use reasonable best efforts to register or
         qualify and, if applicable, to cooperate with the selling Holders, the
         underwriters, if any, and their respective counsel in connection with
         the registration or qualification (or exemption from such registration
         or qualification) of, the Registrable Securities for offer and sale
         under the securities or blue sky laws of such jurisdictions as any
         selling Holder or managing underwriters (if any) shall reasonably
         request, to keep each such registration or qualification (or exemption
         therefrom) effective during the period such Registration Statement is
         required to be kept effective and to do any and all other acts or
         things necessary or advisable to enable the disposition in such
         jurisdictions of the Securities covered by the applicable Registration
         Statement; provided, that, the Company will not be required to (i)
         qualify generally to do business in any jurisdiction where it would
         not otherwise be required to qualify but for this paragraph or (ii)
         consent to general service of process or taxation in any such
         jurisdiction where it is not so subject;

                        (5)     cause all such Registrable Securities to be
         listed or quoted (as the case may be) on each national securities
         exchange or other securities market on which securities of the same
         class as the Registrable Securities are then listed or quoted;

                        (6)     provide a transfer agent and registrar for all
         such Registrable Securities and a CUSIP number for all such
         Registrable Securities not later than the effective date of such
         Registration Statement;

                        (7)     comply with all applicable rules and
         regulations of the Commission, and make available to its security
         holders an earnings statement satisfying





                                       8
<PAGE>

         the provisions of Section 11(a) of the Securities Act and Rule 158
         thereunder (or any similar rule promulgated under the Securities Act)
         no later than 45 days after the end of any 12-month period (or 90 days
         after the end of any 12-month period if such period is a fiscal year)
         (or in each case within such extended period of time as may be
         permitted by the Commission for filing the applicable report with the
         Commission) (i) commencing at the end of any fiscal quarter in which
         Registrable Securities are sold to underwriters in an underwritten
         offering or (ii) if not sold to underwriters in such an offering,
         commencing on the first day of the first fiscal quarter of the Company
         after the effective date of a Registration Statement;

                        (8)     use reasonable best efforts to prevent the
         issuance of any order suspending the effectiveness of a Registration
         Statement or suspending the qualification (or exemption from
         qualification) of any of the Registrable Securities included therein
         for sale in any jurisdiction, and, in the event of the issuance of any
         stop order suspending the effectiveness of a Registration Statement,
         or of any order suspending the qualification of any Registrable
         Securities included in such Registration Statement for sale in any
         jurisdiction, the Company will use reasonable best efforts promptly to
         obtain the withdrawal of such order at the earliest possible moment;

                        (9)     obtain "cold comfort" letters and updates
         thereof (which letters and updates (in form, scope and substance)
         shall be reasonably satisfactory to the managing underwriters, if any,
         and the Holders) from the independent certified public accountants of
         the Company (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to each of the underwriters, if any, and each
         selling Holder of Registrable Securities, such letters to be in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with underwritten offerings and
         such other matters as the underwriters, if any, or the Holders of a
         majority of the Registrable Securities being included in the
         registration may reasonably request;

                        (10)    obtain opinions of independent counsel to the
         Company and updates thereof (which counsel and opinions (in form,
         scope and substance) shall be reasonably satisfactory to the managing
         underwriters, if any, and the Holders of a majority of the Registrable
         Securities being included in the registration), addressed to each
         selling Holder and each of the underwriters, if any, covering the
         matters customarily covered in opinions of issuer's counsel requested
         in underwritten offerings, such as the effectiveness of the
         Registration Statement and such other matters as may be requested by
         such counsel and underwriters, if any;

                        (11)    promptly notify the selling Holders and the
         managing underwriters, if any, and confirm such notice in writing,

                  when a Prospectus or any supplement or post-effective
                  amendment to such Prospectus has been filed, and, with
                  respect to a Registration Statement or





                                       9
<PAGE>

                  any post-effective amendment thereto, when the same has
                  become effective,

                  of any request by the Commission or any other federal or
                  state governmental authority for amendments or supplements to
                  a Registration Statement or related Prospectus or for
                  additional information,

                  of the issuance by the Commission of any stop order
                  suspending the effectiveness of a Registration Statement or
                  of any order preventing or suspending the use of any
                  Prospectus or the initiation of any proceedings by any Person
                  for that purpose,

                  of the receipt by the Company of any notification with
                  respect to the suspension of the qualification or exemption
                  from qualification of a Registration Statement or any of the
                  Registrable Securities for offer or sale under the securities
                  or blue sky laws of any jurisdiction, or the contemplation,
                  initiation or threatening, of any proceeding for such
                  purpose, and

                  of the happening of any event or the existence of any facts
                  that make any statement made in such Registration Statement
                  or Prospectus untrue in any material respect or that require
                  the making of any changes in such Registration Statement or
                  Prospectus so that it will not contain any untrue statement
                  of a material fact or omit to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances under which
                  they were made (in the case of any Prospectus), not
                  misleading (which notice shall be accompanied by an
                  instruction to the selling Holders and the managing
                  underwriters, if any, to suspend the use of the Prospectus
                  until the requisite changes have been made);

                        (12)    if requested by the managing underwriters, if
         any, or a Holder of Registrable Securities being sold, promptly
         incorporate in a prospectus, supplement or post-effective amendment
         such information as the managing underwriters, if any, and the Holders
         of a majority of the Registrable Securities being sold reasonably
         request to be included therein relating to the sale of the Registrable
         Securities, including, without limitation, information with respect to
         the number of shares of Registrable Securities being sold to
         underwriters, the purchase price being paid therefor by such
         underwriters and with respect to any other terms of the underwritten
         offering of the Registrable Securities to be sold in such offering, and
         make all required filings of such prospectus, supplement or
         post-effective amendment promptly following notification of the matters
         to be incorporated in such supplement or post-effective amendment;

                        (13)    if requested, furnish to each selling Holder of
         Registrable Securities and the managing underwriter, without charge, at
         least one signed copy of the Registration Statement;



                                      10
<PAGE>
                        (14)    as promptly as practicable upon the occurrence
         of any event contemplated by Section 5(c)(14)e) above, prepare a
         supplement or post-effective amendment to the Registration Statement or
         the Prospectus, or any document incorporated therein by reference, or
         file any other required document so that, as thereafter delivered to
         the purchasers of the Registrable Securities being sold hereunder, the
         Prospectus will not contain an untrue statement of a material fact or
         an omission to state a material fact required to be stated in a
         Registration Statement or Prospectus or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading; and

                        (15)    if such offering is an underwritten offering,
         enter into such agreements (including an underwriting agreement in
         form, scope and substance as is customary in underwritten offerings)
         and take all such other appropriate and reasonable actions requested by
         the Holders owning a majority of the Registrable Securities being sold
         in connection therewith or by the managing underwriters (including
         cooperating in reasonable marketing efforts, including in connection
         with any Demand Registration, participation by senior executives of the
         Company in any "roadshow" or similar meeting with potential investors)
         in order to expedite or facilitate the disposition of such Registrable
         Securities, and in such connection, provide indemnification provisions
         and procedures substantially to the effect set forth in Section 7
         hereof with respect to all parties to be indemnified pursuant to said
         Section. The above shall be done at each closing under such
         underwriting or similar agreement, or as and to the extent required
         thereunder.

                     Each Holder agrees by acquisition of such Registrable
Securities that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section 5(c)(11), such Holder
will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Registration Statement contemplated by Section
5(c)(14), or until it is advised in writing by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any additional
or supplemental filings that are incorporated or deemed to be incorporated by
reference in such prospectus (such period during which disposition is
discontinued being an "Interruption Period"), and, if so directed by the
Company, such Holder will deliver to the Company all copies of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

         Section 6.     Registration Expenses.

                (a)     Expenses Payable by the Company. The Company shall bear
all expenses incurred with respect to the registration or attempted
registration of the Registrable Securities pursuant to Sections 2, 3 and 4 of
this Agreement as provided herein. Such expenses shall include, without
limitation, (i) all registration, qualification and filing fees (including,
without limitation, (A) fees with respect to compliance with the Commission,
(B) fees with respect to filings required to be made with the national
securities exchange or national market system on which the Common Stock is then
traded or quoted and (C) fees and expenses of compliance with state securities
or blue sky laws (including, without limitation, fees and disbursements of
counsel for the Company or the underwriters, or both, in connection with blue

                                      11
<PAGE>

sky qualifications of Registrable Securities)), (ii) messenger and delivery
expenses, word processing, duplicating and printing expenses (including without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company, printing
preliminary prospectuses, prospectuses, prospectus supplements, including those
delivered to or for the account of the Holders and provided in this Agreement,
and blue sky memoranda), (iii) fees and disbursements of counsel for the
Company, (iv) fees and disbursements of all independent certificated public
accountants for the Company (including, without limitation, the expense of any
"comfort letters" required by or incident to such performance), (v) all
out-of-pocket expenses of the Company (including without limitation, expenses
incurred by the Company, its officers, directors, and employees performing
legal or accounting duties or preparing or participating in "roadshow"
presentations or of any public relations, investor relations or other
consultants or advisors retained by the Company in connection with any
roadshow, including travel and lodging expenses of such roadshows), (vi) fees
and expenses incurred in connection with the quotation or listing of shares of
Common Stock on any national securities exchange or other securities market,
and (vii) reasonable fees and expenses of one firm of counsel for all selling
Holders.

                (b)     Expenses Payable by the Holders. The Holders shall pay
all underwriting discounts and commisions or placement fees of underwriters or
broker's commissions incurred in connection with the sale or other disposition
of Registrable Securities for or on behalf of a Holder's account.

         Section 7.     Indemnification.

                (a)     Indemnification by the Company. The Company agrees to
indemnify, to the fullest extent permitted by law, each Holder, each affiliate
of a Holder and each director, officer, employee, manager, partner, member,
counsel, agent or representative of such Holder and its affiliates and each
Person who controls any such Person (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) (collectively, "Holder
Indemnified Parties") against, and hold it and them harmless from, all losses,
claims, damages, liabilities, costs (including, without limitation, costs of
preparation and attorneys' fees and disbursements) and expenses, including
expenses of investigation and amounts paid in settlement (collectively,
"Losses") arising out of, caused by or based upon any untrue or alleged untrue
statement of material fact contained in any Registration Statement, or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading (a
"Misstatement/Omission"), or any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law, or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law, except that the Company shall not be liable insofar as
such Misstatement/Omission or violation is made in reliance upon and in
conformity with information furnished in writing to the Company by such Holder
expressly for use therein; provided, further, that the Company shall not be
liable for a Holder's failure to deliver or cause to be delivered (to the
extent such delivery is required under the Securities Act) the Prospectus
contained in the Registration Statement, furnished to it by the Company at or
prior to the time such action is required by the Securities Act to the person
claiming a Misstatement/Omission if such Misstatement/Omission was corrected in
such Registration Statement. In connection with an underwritten offering, the
Company will indemnify such underwriters, selling brokers, dealer managers and
similar





                                      12
<PAGE>

securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such underwriters
(within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders. This indemnity shall be in addition to any
other indemnification arrangements to which the Company may otherwise be party.
Notwithstanding the foregoing, the indemnity contained in this section shall
not apply to amounts paid in settlement of any such Losses if such settlement
is effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable in any such case for
any such Losses to the extent that they arise out of or are based upon a
Misstatement/Omission included in reliance upon and in conformity with written
information furnished expressly for use in connection with such Registration
Statement by such Holder (or any partner, officer, director, underwriter or
controlling person of such Holder).

                (b)     Indemnification by the Holders. In connection with any
Registration Statement in which a Holder is participating, each such Holder
agrees to indemnify, to the fullest extent permitted by law the Company and
each affiliate, director, officer, employee, counsel, agent or representative
of the Company and each Person who controls the Company (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act)
against, and hold it harmless from, any Losses arising out of or based upon (i)
any Misstatement/Omission contained in the Registration Statement, if and to
the extent that such Misstatement/Omission arose out of or was based upon
information furnished in writing by such Holder for use therein, or (ii) the
failure by such Holder to deliver or cause to be delivered (to the extent such
delivery is required under the Securities Act) the Prospectus contained in the
Registration Statement, furnished to it by the Company at or prior to the time
such action is required by the Securities Act to the person claiming a
Misstatement/Omission if such Misstatement/Omission was corrected in such
Registration Statement. Notwithstanding the foregoing, the obligation to
indemnify will be individual (several and not joint) to each Holder and will be
limited to the net amount of proceeds (net of payment of all expenses) received
by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement giving rise to such indemnification obligation.

                (c)     Conduct of Indemnification Proceedings. In case any
action, claim or proceeding shall be brought against any Person entitled to
indemnification hereunder, such indemnified party shall promptly notify each
indemnifying party in writing, and such indemnifying party shall assume the
defense thereof, including the employment of one counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses
incurred in connection with the defense thereof. The failure to so notify such
indemnifying party shall relieve such indemnifying party of its indemnification
obligations to such indemnified party to the extent that such failure to notify
prejudiced such indemnifying party. Each indemnified party shall have the right
to employ separate counsel in such action, claim or proceeding and participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of each indemnified party unless: (i) such indemnifying party has
agreed to pay such expenses; (ii) such indemnifying party has failed promptly
to assume the defense and employ counsel reasonably satisfactory to such
indemnified party; or (iii) the named parties to any such action, claim or
proceeding (including any impleaded parties) include both such indemnified
party and such indemnifying party or an affiliate or controlling person of such
indemnifying party, and such indemnified party shall have been advised in
writing by counsel that either (x)





                                      13
<PAGE>

there may be one or more legal defenses available to it which are different
from or in addition to those available to such indemnifying party or such
affiliate or controlling person or (y) a conflict of interest may exist if such
counsel represents such indemnified party and such indemnifying party or its
affiliate or controlling person; provided, however, that such indemnifying
party shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings in the
same jurisdiction arising out of the same general allegations or circumstances,
be responsible hereunder for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel), which counsel shall be
designated by such indemnified party or, in the event that such indemnified
party is a Holder Indemnified Party, by the Holders of a majority of the
Registrable Securities included in the subject Registration Statement.

                No indemnifying party shall be liable for any settlement
effected without its written consent (which consent may not be unreasonably
withheld). Each indemnifying party agrees, jointly and severally, that it will
not, without the indemnified party's prior written consent, consent to entry of
any judgment or settle or compromise any pending or threatened claim, action or
proceeding in respect of which indemnification or contribution may be sought
hereunder unless the foregoing contains an unconditional release, in form and
substance reasonably satisfactory to the indemnified parties, of the
indemnified parties from all liability and obligation arising therefrom. The
indemnifying party's liability to any such indemnified party hereunder shall
not be extinguished solely because any other indemnified party is not entitled
to indemnity hereunder.

                (d)     Survival. The indemnification provided for under this
Agreement will (i) remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party, (ii) survive the
transfer of securities and (iii) survive the termination of this Agreement.

                (e)     Right to Contribution. If the indemnification provided
for in this Section 7 is unavailable to, or insufficient to hold harmless, an
indemnified party under Section 7(a) or Section 7(b) above in respect of any
Losses referred to in such Sections, then each applicable indemnifying party
shall have an obligation to contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Holder, on the other, in connection with the Misstatement/Omission which
resulted in such Losses, taking into account any other relevant equitable
considerations. The amount paid or payable by a party as a result of the Losses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 8(c) above, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation, lawsuit or legal
or administrative action or proceeding.

         The relative fault of the Company, on the one hand, and of the Holder,
on the other, shall be determined by reference to, among other things, whether
the relevant Misstatement/Omission relates to information supplied by the
Company or by the Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such Misstatement/Omission.



                                      14
<PAGE>

         The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 7(e) were determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this Section 7(e), a Holder shall not be required to contribute
any amount in excess of the amount by which (i) the amount (net of payment of
all expenses) at which the securities that were sold by such Holder and
distributed to the public were offered to the public exceeds (ii) the amount of
any damages which such Holder has otherwise been required to pay by reason of
such Misstatement/Omission.

         No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

         Section 8.     Rules 144 and 144A.

         The Company shall timely file the reports required to be filed by it
under the Securities Act and the Exchange Act (including but not limited to the
reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, it will; upon the request of
any holder of Registrable Securities, make publicly available other
information) and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144 and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.

         Section 9.     Underwritten Registrations.

                (a)     No Person may participate in any registration hereunder
which is underwritten unless such Person (i) agrees to sell such Person's
securities on the basis provided in any underwriting arrangements approved by
the Person or Persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, customary
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements; provided, that, no Holder included in
any underwritten registration shall be required to make any representations or
warranties to the Company or the underwriters other than representations and
warranties regarding such Holder and such Holder's intended method of
distribution.

                (b)     In order to participate in a registration hereunder
which is underwritten, to the extent not inconsistent with applicable law, each
Holder of Registrable Securities agrees not to effect any public sale or
distribution of any Registrable Securities being registered or of any
securities convertible into or exchangeable or exercisable for such Registrable
Securities, including a sale pursuant to Rule 144 under the Securities Act,
during the period beginning on the effective date of such registration
statement and ending on the expiration of any lock-up period reasonably
required by the underwriters, provided such period shall not



                                      15
<PAGE>

exceed 180 days from and including the date of pricing of the securities being
offered in such registration.

         Section 10.    Covenants of Holders.

         Each of the Holders hereby agrees (a) to cooperate with the Company
and to furnish to the Company all such information in connection with the
preparation of the Registration Statement and any filings with any state
securities commissions as the Company may reasonably request, (b) to the extent
required by the Securities Act, to deliver or cause delivery of the prospectus
contained in the Registration Statement, any amendment or supplement thereto,
to any purchaser of the Registrable Securities covered by the Registration
Statement from the Holder and (c) to notify the Company within three months
after any sale of Registrable Securities by such Holder or, in the case of a
sale of all or substantially all of the Registrable Securities owned by a
Holder, within ten days after such sale.

         Section 11.    Miscellaneous.

                (a)     No Inconsistent Agreements. The Company will not
hereafter enter into any agreement with respect to its securities which is
inconsistent with, adversely effects or violates the rights granted to the
Holders in this Agreement; it being understood that the granting of additional
demand or piggyback registration rights with respect to capital stock of the
Company shall not be deemed inconsistent with or adverse to the rights granted
to Holders hereunder, and the rights of the Holders shall be subject to any
such additional grants.

                (b)     Remedies. Any Person having rights under any provision
of this Agreement will be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance or injunctive relief that a
remedy at law would be adequate. Accordingly, any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.

                (c)     Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement, including the provisions of this
sentence, may be amended, modified, supplemented or waived only upon the prior
written consent of the Company and Holders of a majority of the outstanding
Registrable Securities.

                (d)     Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. The Holders may assign all rights under this agreement;
provided, however, that no Investor or Holder may transfer or assign its rights
hereunder unless such transferring Investor or Holder shall, prior to any such
transfer, obtain from the transferee a joinder agreement in a form reasonably
satisfactory to the Company and the Holders and deliver a copy of such joinder
agreement to the Company and to the Holders; provided, also, that no assignment
of rights under




                                      16
<PAGE>

this Agreement by any Investor or Holder will be valid unless made in
connection with a transfer of Registrable Securities that complies with the
provisions of the Amended and Restated Rights Agreement of the Company or the
Charter. Only persons (other than the initial Investors hereto) that execute a
joinder agreement shall be deemed to be Holders. The Company shall be given
written notice by the transferring Holder at the time of the transfer stating
the name and address of the transferee and identifying the Registrable
Securities transferred, provided, that, failure to give such notice shall not
affect the validity of such transfer or assignment.

                (e)     Termination of Registration Rights. The rights of any
Holder to cause the Company to register Registrable Securities under this
Agreement shall terminate with respect to such Holder as soon as such Holder is
legally able to dispose of all of its Registrable Securities in one transaction
pursuant to Rule 144 under the Securities Act.

                (f)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected, it being intended that the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

                (g)     Counterparts. This Agreement may be executed in any
number of counterparts, any one of which need not contain the signatures of
more than one party, but each of which when so executed shall be deemed to be
an original and all such counterparts taken together shall constitute one and
the same Agreement.

                (h)     Descriptive Headings: Interpretation. The descriptive
headings of this Agreement are inserted for convenience of reference only and
shall not limit or otherwise affect the meaning hereof. The use of the word
"including" in this Agreement shall be by way of example rather than by
limitation.

                (i)     Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given to such party at its address, facsimile number or
e-mail address set forth beneath the party's name on the signature pages
hereof, or, if not the signature pages hereof, on the signature pages of any
joinder agreement executed and delivered pursuant to Section 11(d) of this
Agreement, or such other person or address or facsimile number as may be
designated in writing by the party to receive such notice and provided to the
Company in accordance with this Section. Each such notice, request or other
communication shall be effective (a) if given by facsimile, when such facsimile
is transmitted to the facsimile number specified in this Section and receipt is
confirmed, (b) if given by mail, three business days after such communication
is deposited in the mail registered or certified, return receipt requested,
with postage prepaid, addressed as aforesaid, (c) if given by an overnight
delivery service, one business day after such communication is deposited with a
reputable, overnight delivery service, postage or delivery charges prepaid,
addressed as aforesaid, or (d) if given by any other means, when delivered,
physically or electronically, at the address as specified in this Section.



                                      17
<PAGE>

                (j)     GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS
AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The
parties hereby irrevocably submit to the jurisdiction of the courts of the
State and County of New York and the Federal courts of the United States of
America located in the Southern District of the State of New York solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby, and hereby waive, and agree not to
assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof or of any such document, that it is not subject thereto
or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that the venue thereof may not be appropriate or
that this Agreement or any such document may not be enforced in or by such
courts, and the parties hereto irrevocably agree that all claims with respect
to such action or proceeding shall be heard and determined in such a New York
State or Federal court. The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and over the subject matter of
such dispute and agree that mailing of process or other papers in connection
with any such action or proceeding in the manner provided in the Section on
notices below or in such other manner as may be permitted by law shall be valid
and sufficient service thereof.

         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                (k)     Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

                                       18
<PAGE>


         IN WITNESS WHEREOF the parties hereto have or have caused this
Registration Rights Agreement to be duly executed as of the date first above
written


                                  THE COMPANY:

                          PERSONNEL GROUP OF AMERICA, INC.

                          By:              /s/ Larry L. Enterline
                                           -------------------------------------
                                           Name:  Larry L. Enterline
                                           Title: Chief Executive Officer

                          Address:         Personnel Group of America, Inc.
                                           2709 Water Ridge Parkway, 2nd Floor
                                           Charlotte, North Carolina  28217-4538
                                           Attention:  Ken Bramlett, Jr.

                          E-mail:          kbramlett@pga-inc.com

                          Facsimile:       (704) 442-5137

                          with a copy to:
                                           Robinson, Bradshaw & Hinson, P.A.
                                           101 North Tryon Street, Suite 1900
                                           Charlotte, North Carolina  28246
                                           Attention:  Peter C. Buck
                                           Facsimile:  (704) 373-3936
                                           Email:  pbuck@rbn.com



                                      S-1
                        [Registration Rights Agreement]

<PAGE>

                         THE INVESTORS:


                         INLAND PARTNERS, L.P.



                        By:        /s/ Elias J. Sabo
                                   --------------------------------------------

                                    Name:  Elias J. Sabo
                                    Title: Attorney-in-Fact

                         LINKS PARTNERS, L.P.



                        By:        /s/ Elias J. Sabo
                                   --------------------------------------------
                                   Name:  Elias J. Sabo
                                   Title: Attorney-in-Fact

                         Address:         Inland Partners, L.P. and Links
                                          Partners L.P.
                                          c/o Elias J. Sabo
                                          The Compass Group
                                          2 Park Plaza, Suite 1020
                                          Irvine, California  92614

                         E-mail:          elias@compassequity.com

                         Facsimile:       (949) 296-2407

                         with a copy to:
                                          Stroock & Stroock & Lavan LLP
                                          180 Maiden Lane
                                          New York, New York  10038
                                          Attention:  Mark E. Palmer, Esq.
                                          Facsimile:  (212) 806-6006
                                          Email: mpalmer@Stroock.com

                         and to:          I. Joseph Massoud
                                          The Compass Group
                                          61 Wilton Road, Second Floor
                                          Westport, Connecticut  06880
                                          Facsimile:  (203) 221-8253
                                          Email:  joe@compassequity.com


                                      S-2
                        [Registration Rights Agreement]


<PAGE>







                         MATLINPATTERSON GLOBAL OPPORTUNITIES
                         PARTNERS L.P.

                          By:       MatlinPatterson Global Advisers LLC,
                                    its Investment Advisor


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

                          Address:         MatlinPatterson Global Advisers LLC
                                           520 Madison Avenue
                                           New York, New York  10022-4213
                                           Attention:  Christopher R. Pechock

                          E-mail:          pechock@mpasset.com

                          Facsimile:       (212) 651-4010

                          with a copy to:
                                           Stroock & Stroock & Lavan LLP
                                           180 Maiden Lane
                                           New York, New York  10038
                                           Attention:  Mark E. Palmer, Esq.
                                           Facsimile:  (212) 806-6006
                                           Email: mpalmer@Stroock.com

                                      S-3
                        [Registration Rights Agreement]


<PAGE>




                        ZAZOVE ASSOCIATES, LLC, FOR AND ON BEHALF OF:
                        CENTURY NATIONAL INSURANCE COMPANY,
                        NATIONAL UNION FIRE INSURANCE COMPANY OF
                             PITTSBURGH, PA,
                        SDCERA HIGH YIELD,
                        ZAZOVE CONVERTIBLE SECURITIES FUND, INC.,
                        QWEST OCCUPATIONAL HEALTH TRUST,
                        QWEST PENSION TRUST,
                        HFR CA SELECT FUND,
                        ZURICH INSTITUTIONAL BENCHMARKS MASTER FUND LTD.,
                        ZAZOVE HIGH YIELD CONVERTIBLE SECURITIES FUND, L.P.,
                        ZAZOVE AGGRESSIVE GROWTH FUND,
                        ZAZOVE GLOBAL CONVERTIBLE FUND, L.P.,
                        ZAZOVE INCOME FUND, L.P.,
                        SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION,
                        ZAZOVE HEDGED CONVERTIBLE FUND, L.P.



                       By:      /s/ Steven M. Kleiman
                                ----------------------------------------------
                                Name:    Steven M. Kleiman
                                Title:   Chief Operating Officer

                        Address:         Zazove Associates, LLC
                                         1033 Skokie Blvd.
                                         Suite 310n
                                         Northbrook, Illinois 60062
                                         Attention: Chris Cook
                                                    Gene Pretti
                                                    Steve Kleiman

                        E-mail:          cbcook@zazove.com

                        Facsimile:       (847) 239-7101

                                      S-4
                        [Registration Rights Agreement]


<PAGE>




                     R2 INVESTMENTS, LDC

                     By:         Amalgamated Gadget, L.P., its
                                 Investment Manager
                     By:         Scepter Holdings, Inc. its General Partner

                     By:         /s/ Dave Gillespie
                                 ----------------------------------------------
                                 Name:  Dave Gillespie
                                 Title: Chief Financial Officer

                     Address:    R2 Investments, LDC
                                 c/o Amalgamated Gadget, L.P., its Investment
                                 Manager
                                 301 Commerce Street, Suite 2975
                                 Fort Worth, Texas 76102
                                 Attention: General Counsel

                     E-mail:     wholloway@acmewidget.com
                                 toconnor@acmewidget.com
                                 copy:  mkerr@Kirkland.com

                     Facsimile:  (817) 332-9606




                                      S-5
                        [Registration Rights Agreement]

<PAGE>





                               JAMES E. LINKENAUGER


                                /s/ James E. Linkenauger
                                ----------------------------------------


                                Address:    James E. Linkenauger
                                            10176 Deerwood Club Road
                                            Jacksonville, FL 32256

                                E-mail:     jlink0@aol.com

                                Facsimile:  (904) 733-0591


                                      S-6
                        [Registration Rights Agreement]


<PAGE>





                             SALOMON SMITH BARNEY

                             By:       /s/ Mark Hunt
                                       ----------------------------------------
                                       Name:  Mark Hunt
                                       Title: Managing Director

                             Address:         Salomon Smith Barney Inc.
                                              390 Greenwich St., 3rd Floor
                                              New York, NY  10013
                                              Attn:  David House

                             E-mail:          david.c.house@citigroup.com

                             Facsimile:       (212) 723-8881



                                      S-7
                        [Registration Rights Agreement]


<PAGE>





                          SC FUNDAMENTAL VALUE FUND, L.P.

                          By:  SC Fundamental LLC, its General Partner


                          By:  /s/ Neil H. Koffler
                               ----------------------------------------------
                               Name:  Neil H. Koffler
                               Title: Member

                          SC FUNDAMENTAL VALUE BVI, LTD.

                          By:  SC Fundamental Value BVI, Inc., as Managing
                               General Partner of its Investment Manager

                               /s/ Neil H. Koffler
                               ----------------------------------------------
                               Name:  Neil H. Koffler
                          By:  Title: Vice President

                          Address:   SC Fundamental Value Value Fund, L.P. and
                                     SC Fundamental Value BVI, Ltd.
                                     c/o SC Fundamental LLC
                                     420 Lexington Avenue
                                     New York, NY  10170
                                     Attn:  Peter Collery
                                            Neil H. Koffler

                          E-mail:    peterc@scfundamental.com
                                     neilk@scfundamental.com

                          Facsimile: (212) 813-3420



                                      S-8
                        [Registration Rights Agreement]


<PAGE>





                                BENSON ASSOCIATES, LLC



                                By:       /s/ Dale Benson
                                          --------------------------------------
                                          Name:  Dale Benson
                                          Title: Chief Investment Officer

                                Address:         Benson Associates LLC
                                                 111 SW Fifth Ave., Suite 2130
                                                 Portland, OR  97204
                                                 Attn:  Dale Benson

                                E-mail:          dbenson@benson-associates.com

                                Facsimile:       (503) 916-8170


                                      S-9
                        [Registration Rights Agreement]

<PAGE>





                          HIGHBRIDGE CAPITAL MANAGEMENT LLC


                          By:       Highbridge Capital Management


                          By:       /s/ Andrew Martin
                                    ------------------------------------------
                                    Name:  Andrew Martin
                                    Title:

                          Address:         HighBridge International LLC
                                           9 West 57th Street, 27th Floor
                                           New York, NY  10019
                                           Attn:  Andrew Martin

                          E-mail:           Andrew.martin@hcmny.com

                          Facsimile:        (212) 755-4250




                                      S-10
                        [Registration Rights Agreement]

<PAGE>





                                 GENE PRETTI



                                 /s/ Gene Pretti
                                 ----------------------------------------------

                                 GENE PRETTI, ON BEHALF OF LOUIS F. PRETTI &
                                 MARY KAY PRETTI JTWROS


                                 /s/ Gene Pretti
                                 ----------------------------------------------

                                 Address:         Mr. Gene Pretti
                                                  Zazove Associates, LLC
                                                  1033 Skokie Blvd.
                                                  Suite 310n
                                                  Northbrook, Illinois 60062

                                 E-mail:

                                 Facsimile:       (847) 239-7101





                                      S-11
                        [Registration Rights Agreement]


<PAGE>









                               LC CAPITAL MASTER FUND, LTD.



                               By:       /s/ Steven Lampe
                                         --------------------------------------
                                         Name:  Steven Lampe
                                         Title: Managing Member

                               Address:         L.C. Capital Master Fund, Ltd.
                                                730 Fifth Avenue, Suite 1002
                                                Name:  Steven Lampe
                                                New York, NY  10019
                                                Attention:  Steven Lampe

                               E-mail:          lampe@lampeconway.com

                               Facsimile:       (212) 581-8999



                                      S-12
                        [Registration Rights Agreement]

<PAGE>



                          BANK OF AMERICA, N.A., formerly known as NationsBank,
                          N.A. and Bank of Amercia Illinois



                          By: /s/ H. Leonard Norman
                             --------------------------------------------------
                          Name: H. Leonard Norman
                               ------------------------------------------------
                          Title: Managing Director
                                -----------------------------------------------


                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>


                          BANC OF AMERICA STRATEGIC SOLUTIONS, INC.



                          By: /s/ H. Leonard Norman
                             --------------------------------------------------
                          Name: H. Leonard Norman
                               ------------------------------------------------
                          Title: Managing Director
                                -----------------------------------------------



                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>


                          BNP PARIBAS



                          By: /s/ Duane Helkowski
                             --------------------------------------------------
                          Name: Duane Helkowski
                               ------------------------------------------------
                          Title: Managing Director
                                -----------------------------------------------

                          By: /s/ Shayn March
                             --------------------------------------------------
                          Name: Shayn March
                               ------------------------------------------------
                          Title: Vice President
                                -----------------------------------------------



                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003

<PAGE>


                          BANK ONE, NA



                          By: /s/ Dianne M. Stark
                             --------------------------------------------------
                          Name: Dianne M. Stark
                               ------------------------------------------------
                          Title: First Vice President
                                -----------------------------------------------














                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>


                          HBV CAPITAL MANAGEMENT LLC



                          By: /s/ George J. Komonas
                             --------------------------------------------------
                          Name: George J. Komonas
                               ------------------------------------------------
                          Title: Portfolio Manager
                                -----------------------------------------------













                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>

                      INLAND PARTNERS L.P.



                      By: /s/ Elias J. Sabo
                         ------------------------------------------------------
                      Name: Elias J. Sabo
                           ----------------------------------------------------
                      Title: Attorney-in-Fact
                            ---------------------------------------------------









                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>


                      LINKS PARTNERS L.P.



                      By: /s/ Elias J. Sabo
                         ------------------------------------------------------
                      Name: Elias J. Sabo
                           ----------------------------------------------------
                      Title: Attorney-in-Fact
                            ---------------------------------------------------












                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003

<PAGE>


                      MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.

                      BY:      MATLINPATTERSON GLOBAL ADVISERS LLC



                      By: /s/ Robert H. Weiss
                         ------------------------------------------------------
                      Name: Robert H. Weiss
                           ----------------------------------------------------
                      Title: General Counsel
                            ---------------------------------------------------














                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>




BNP Paribas
Justine Dupont-Nivet
787 Seventh Avenue
New York, NY 10019
Fax Phone: 212-841-3049
Office Phone: 212-841-3892
Work Email: justine.dupont-nivet@americas.bnpparibas.com

BNP Paribas
Joseph Egan
787 Seventh Avenue, 3rd Floor
New York, NY 10019
Fax Phone: 212-841-3565
Office Phone: 212-841-2562
Work Email: joseph.egan@americas.bnpparibas.com

Bank One, NA
Diane  M. Stark
Suite 0631
One Bank One Plaze
Chicago, IL 60670
Fax Phone: 312-732-1775
Office Phone: 312-732-8251
Work Email: diane_m_stark@bankone.com

Bank of America, N.A.
Len Norman
Corporate Center 100 N. Tryon St.
Charlotte, NC 28255
Fax Phone: 704-386-7515
Office Phone: 704-387-3262
Work Email: leonard.norman@bankofamerica.com

Bank of America, N.A., as Agent
SuzieAnna Wan
CA5-701-12-09
1455 Market Street
San Francisco, CA 94103
Fax Phone: 415-503-5015
Office Phone: 415-436-2772
Work Email: Suzieanna.Wan@BankofAmerica.com




                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003

<PAGE>


HBV Capital Management LLC
George Konomos
Suite 3300
200 Park Avenue
New York, NY 10166-3399
Fax Phone: 212-808-3955
Office Phone: 212-808-3973
Work Email: gkonomos@HBVLLC.com






















                                Signature Page to Registration Rights Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>5
<FILENAME>g82123exv99w6.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.6


                  CERTIFICATE OF DESIGNATION, PREFERENCES AND
            RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                        PERSONNEL GROUP OF AMERICA, INC.


           Pursuant to Section 151 of the General Corporation Law of
                             the State of Delaware


         We, the undersigned officers of Personnel Group of America, Inc., a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 103 thereof, DO
HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the said Corporation, the said Board of
Directors on February 6, 1996, adopted a resolution creating a series of shares
of Preferred Stock designated as Series A Junior Participating Preferred Stock,
par value $0.01 per share, in connection with the adoption of the Rights
Agreement, dated February 6, 1996, between the Corporation and the First
National Bank of Boston (the "Rights Agreement"). On March 14, 2003, the
Corporation entered into a Restructuring Agreement with various lenders and the
holders of its 5-3/4% Convertible Subordinated Notes due 2004, pursuant to
which the Corporation agreed to amend and restate the Rights Agreement. On
April 11, 2003, the Board of Directors of the Corporation adopted the following
resolution amending and restating the terms of the series of shares of Preferred
Stock designated as Series A Junior Participating Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, the terms of the Series A Junior Participating
Preferred Stock, par value $0.01 per share, of the Corporation are hereby
amended and restated, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock," par value $0.01
per share, and the number of shares constituting such series shall be 500,000.

         Section 2. Dividends and Distributions.

         (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock, in preference to the holders of shares of the Common Stock of the
Corporation, par value $0.01 per share (the "Common Stock"), and of any other
shares of any class or series of stock of the Corporation ranking junior to the
Series A Junior Participating Preferred Stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds





<PAGE>

legally available for the purpose, quarterly dividends payable in cash on the
first day of January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 initially or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time after February 6, 1996 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in Paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of initially $1.00
per share on the Series A Junior Participating Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Junior Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend




<PAGE>

or distribution declared thereon, which record date shall be no more than 30
days prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall initially
entitle the holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of shares
of Series A Junior Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (B) Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

         (C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment. During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) directors.

             (ii) During any default period, such voting right of the
     holders of Series A Junior Participating Preferred Stock may be exercised
     initially at a special meeting called pursuant to subparagraph (iii) of
     this Section 3(C) or at any annual meeting of stockholders, and thereafter
     at annual meetings of stockholders, provided that neither such voting
     right nor the right of the holders of any other series of Preferred Stock,
     if any, to increase, in certain cases, the authorized number of directors
     shall be exercised unless the holders of ten percent (10%) in number of
     shares of Preferred Stock outstanding shall be present in person or by
     proxy. The absence of a quorum of the holders of Common Stock shall not
     affect the exercise by the holders of Preferred Stock of such voting
     right. At any meeting at which the holders of Preferred Stock shall
     exercise such voting right initially during an existing default period,
     they shall have the right, voting as a class, to elect directors to fill
     such vacancies, if any, in the Board of Directors as may then exist up to
     two (2) directors or, if such right is exercised at an annual meeting, to
     elect two (2) directors. If the number which may be so elected at any
<PAGE>
     special meeting does not amount to the required number, the holders of the
     Preferred Stock shall have the right to make such increase in the number
     of directors as shall be necessary to permit the election by them of the
     required number. After the holders of the Preferred Stock shall have
     exercised their right to elect directors in any default period and during
     the continuance of such period, the number of directors shall not be
     increased or decreased except by vote of the holders of Preferred Stock as
     herein provided or pursuant to the rights of any equity securities ranking
     senior to or pari passu with the Series A Junior Participating
     Preferred Stock.

             (iii)   Unless the holders of Preferred Stock shall, during an
     existing default period, have previously exercised their right to elect
     directors, the Board of Directors may order, or any stockholder or
     stockholders owning in the aggregate not less than ten percent (10%) of
     the total number of shares of Preferred Stock outstanding, irrespective of
     series, may request, the calling of a special meeting of the holders of
     Preferred Stock, which meeting shall thereupon be called by the President,
     a Vice-President or the Secretary of the Corporation. Notice of such
     meeting and of any annual meeting at which holders of Preferred Stock are
     entitled to vote pursuant to this Paragraph (C)(iii) shall be given to
     each holder of record of Preferred Stock by mailing a copy of such notice
     to him at his last address as the same appears on the books of the
     Corporation. Such meeting shall be called for a time not earlier than 20
     days and not later than 60 days after such order or request or in default
     of the calling of such meeting within 60 days after such order or request,
     such meeting may be called on similar notice by any stockholder or
     stockholders owning in the aggregate not less than ten percent (10%) of
     the total number of shares of Preferred Stock outstanding. Notwithstanding
     the provisions of this Paragraph (C)(iii), no such special meeting shall
     be called during the period within 60 days immediately preceding the date
     fixed for the next annual meeting of the stockholders.

             (iv)    In any default period, the holders of Common Stock, and
     other classes of stock of the Corporation if applicable, shall continue to
     be entitled to elect the whole number of directors until the holders of
     Preferred Stock shall have exercised their right to elect two (2)
     directors voting as a class, after the exercise of which right (x) the
     directors so elected by the holders of Preferred Stock shall continue in
     office until their successors shall have been elected by such holders or
     until the expiration of the default period, and (y) any vacancy in the
     Board of Directors may (except as provided in Paragraph (C)(ii) of this
     Section 3) be filled by vote of a majority of the remaining directors
     theretofore elected by the holders of the class of stock which elected the
     director whose office shall have become vacant. References in this
     Paragraph (C) to directors elected by the holders of a particular class of
     stock shall include directors elected by such directors to fill vacancies
     as provided in clause (y) of the foregoing sentence.

             (v)     Immediately upon the expiration of a default period, (x)
     the right of the holders of Preferred Stock as a class to elect directors
     shall cease, (y) the term of any directors elected by the holders of
     Preferred Stock as a class shall terminate, and (z) the number of
     directors shall be such number as may be provided for in the certificate
     of incorporation or by-laws irrespective of any increase made pursuant to
     the provisions of Paragraph (C)(ii) of this Section 3 (such number being
     subject, however, to change

<PAGE>

     thereafter in any manner provided by law or in the certificate of
     incorporation or by-laws). Any vacancies in the Board of Directors
     effected by the provisions of clauses (y) and (z) in the preceding
     sentence may be filled by a majority of the remaining directors.

         (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

             (i)     declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any
     shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior
     Participating Preferred Stock;

             (ii)    declare or pay dividends on or make any other distributions
     on any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, except dividends paid ratably on the Series
     A Junior Participating Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to the total amounts to
     which the holders of all such shares are then entitled;

             (iii)   redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, provided that the Corporation may at any
     time redeem, purchase or otherwise acquire shares of any such parity stock
     in exchange for shares of any stock of the Corporation ranking junior
     (either as to dividends or upon dissolution, liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or

             (iv)    purchase or otherwise acquire for consideration any shares
     of Series A Junior Participating Preferred Stock, except in accordance
     with a purchase offer made in writing or by publication (as determined by
     the Board of Directors) to all holders of such shares upon such terms as
     the Board of Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of the respective
     series and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

         (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the






<PAGE>

Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

         Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received an amount initially equal to $100 per share of Series A
Participating Preferred Stock, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph
(C) below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after






<PAGE>

such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Junior Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         Section 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

         Section 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise, and shall rank senior to the Common
Stock as to such matters.

         Section 10. Amendment. At any time when any shares of Series A Junior
Participating Preferred Stock are outstanding, neither the Certificate of
Incorporation of the Corporation nor this Certificate of Designation shall be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Junior Participating Preferred
Stock so as to affect them adversely without the affirmative vote of the
holders of at least two-thirds the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.



<PAGE>


         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this day of
April 11, 2003.



                                            PERSONNEL GROUP OF AMERICA, INC.

                                            By: /s/ James C. Hunt
                                                --------------------------------
                                            Name:    James C. Hunt
                                            Title:   President

Attest:

/s/ Ken R. Bramlett, Jr.
------------------------------
Secretary






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>6
<FILENAME>g82123exv99w7.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS OF THE COMPANY
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.7

                                                              Adopted April 2003

                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                        PERSONNEL GROUP OF AMERICA, INC.

                                   ARTICLE I

                                  Stockholders

         Section 1.1    Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by this subsection, an annual
meeting of stockholders shall be held for the election of directors on a date
and at a time designated by or in the manner provided in these By-Laws.
Stockholders may, unless the certificate of incorporation otherwise provides,
act by written consent to elect directors.

         Section 1.2    Nature of Business at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
1.2 and on the record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice procedures
set forth in this Section 1.2.

             In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary
of the Corporation.

             To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.



<PAGE>


                To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder
and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

                No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 1.2, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 1.2 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

         Section 1.3    Special Meetings. Special meetings of stockholders may
be called at any time by any officer of the Corporation at the written request
of the Chairman of the Board, the Chief Executive Officer or a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Any such special meeting shall be held at such date, time and
place either within or without the State of Delaware as may be stated in the
notice of the meeting.

         Section 1.4    Notice of Meetings; Remote Participation. Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given, not less than ten (10) nor more
than sixty (60) days before the date of the meeting, to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation. Rather than holding a meeting at any place, the Board of
Directors may determine that a meeting shall be held solely by means of remote
communications, which means shall meet the requirements of the Delaware General
Corporation Law. The Board of Directors may permit the stockholders and their
proxy holders to participate in meetings of the stockholders (whether such
meetings are held at a designated place or solely by means of remote
communication) using one or more methods of remote communication that satisfy
the requirements of the Delaware General Corporation Law. The Board of
Directors may adopt such guidelines and procedures applicable to participation
in stockholders' meetings by means of remote communication as it deems
appropriate. Participation in a stockholders' meeting by means of a method of
remote communication permitted by the Board of Directors shall constitute
presence in person at the meeting.

         Section 1.5    Adjournments. Any meeting of stockholders, annual or
special, may be adjourned from time to time by the Chairman of the meeting, to
reconvene at the same or some





                                       2
<PAGE>

other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         Section 1.6    Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of stock entitled to vote
on a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented
by proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single
class at the meeting. In the absence of a quorum of the holders of any class of
stock entitled to vote on a matter, or of all stockholders, the holders of such
class so present or represented or of all stockholders may, by majority vote,
adjourn the meeting of such class, or of the whole, from time to time in the
manner provided by Section 1.5 of these by-laws until a quorum of such class,
or of the whole, shall be so present or represented. Shares of its own capital
stock belonging on the record date for the meeting to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.

         Section 1.7    Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in the absence of the Chairman of the
Board, by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary, or in the
absence of the Secretary an Assistant Secretary, shall act as secretary of the
meeting, but in the absence of the Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

                The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts and things as are necessary or desirable for
the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to such meeting after the time prescribed
for the commencement thereof and the opening and closing of the voting polls.

         Section 1.8    Inspectors. Prior to any meeting of stockholders, the
Board of Directors or the President shall appoint one or more inspectors to act
at such meeting and make a written report thereof and may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at the meeting of stockholders, the
person presiding at the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and
the voting power of





                                       3
<PAGE>

each, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots.
The inspectors may appoint or retain other persons to assist them in the
performance of their duties. The date and time of the opening and closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxy or vote, nor any revocation
thereof or change thereto, shall be accepted by the inspectors after the
closing of the polls. In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted therewith, any information provided by a stockholder who
submits a proxy by telegram, cablegram or other electronic transmission from
which it can be determined that the proxy was authorized by the stockholder,
ballots and the regular books and records of the corporation, and they may also
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for such
purpose, they shall, at the time they make their certification, specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the
means by which the information was obtained and the basis for the inspectors'
belief that such information is accurate and reliable.

         Section 1.9    Voting; Proxies.

                (a)     Unless otherwise provided in the certificate of
incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder
which has voting power upon the matter in question. If the certificate of
incorporation provides for more or less than one vote for any share on any
matter, every reference in these by-laws to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but
no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the Corporation.

                (b)     Without limiting the manner in which a stockholder may
authorize another person or persons to act for such stockholder as proxy, the
following shall constitute a valid means by which a stockholder may grant such
authority:

                        (i)     A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as proxy. Execution may
be accomplished by the stockholder or such stockholder's authorized officer,
director, employee or agent signing such writing or causing such person's
signature to be affixed to such writing by any reasonable means, including, but
not limited to, by facsimile signature.



                                       4
<PAGE>

                        (ii)    A stockholder may authorize another person or
persons to act for such stockholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information on which they relied.

                Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission authorizing another person or
persons to act as proxy for a stockholder may be substituted or used in lieu of
the original writing or transmission for any and all purposes for which the
original writing or transmission could be used; provided, however, that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

                (c)     Voting at meetings of stockholders need not be by
written ballot and need not be conducted by inspectors unless the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or represented by proxy at such meeting shall so
determine. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of directors. In all other matters, unless otherwise provided
by law or by the certificate of incorporation or these by-laws, the affirmative
vote of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Where a separate vote by class or classes
is required, the affirmative vote of the holders of a majority of the shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class or classes, except as otherwise provided by law
or by the certificate of incorporation or these by-laws.

         Section 1.10   Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of


                                       5
<PAGE>

record seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within ten days of the date on which such request is received, adopt
a resolution fixing the record date. If no record date has been fixed by the
Board of Directors within ten days of the date on which such request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         Section 1.11   List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, for a period of a least ten days prior to the meeting either (a) on a
reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with notice of the meeting, or
(b) during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

         Section 1.12   Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the certificate of incorporation, any action required by
law to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the earliest dated consent duly executed and delivered to the



                                       6
<PAGE>

Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and who, if
the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were
delivered to the Corporation as provided in this Section 1.12.

                                  ARTICLE II

                               Board of Directors

         Section 2.1    Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation. The Board of Directors shall consist of not less than seven (7)
nor more than nine (9) members or as otherwise set forth in the certificate of
incorporation, the exact number of which shall initially be fixed upon adoption
of these by-laws at seven (7) and, thereafter, shall be fixed from time to time
by resolution of the Board of Directors (the "Board Resolution") or by
resolution adopted by the holders of a majority of the capital stock of the
Corporation issued and outstanding and entitled to vote (the "Stockholder
Resolution"); provided that in the event of any conflict between the Board
Resolution and the Stockholder Resolution, the Stockholder Resolution shall
govern. Directors need not be stockholders.

         Section 2.2    Significant Holder Nominees and Observers; Management
Nominees.

                (a)     In connection with any election of directors by the
stockholders and, in each case, to the extent permitted by law and by
applicable rules or listing standards of any securities exchange or market on
which any of the Corporation's securities are listed or approved for trading,
the nominees shall be (and for any such nominees to be qualified to serve as
directors they shall be) nominated as follows:

                        (i)     For so long as there are one or more Significant
Holders (as hereinafter defined), the Significant Holders shall have the right
to designate in writing, and in accordance with the timing, eligibility and
other applicable requirements set forth in these by-laws, such number of
nominees for election to the Board of Directors as shall be required such that
immediately following such election, no less than two of the directors
comprising the Board of Directors shall be persons who were designated as
nominees by the Significant Holders prior to their election to the Board of
Directors ("Significant Holder Designees"). Significant Holders shall further
have the right to select two representatives in addition to such Significant
Holder Designees (the "Observers"), who shall be permitted to attend all
meetings of the Board of Directors, including all committees thereof, solely in
a non-voting observer capacity provided the Significant Holders inform the
Chairman of the Board of Directors in writing of the identity of the Observers
prior to any such meeting. If there is more than one Significant Holder at the
time any action is to be taken or any determination to be made regarding the
designation of Significant Holder Designees (including the removal of, or the
filling of vacancies created by, Significant Holder Designees in accordance
with this Restated Certificate of Incorporation) or the selection of Observers,
any such action or determination shall be taken or made by the affirmative vote
of the holders of a majority of the shares of Voting Stock voted by such
Significant Holders in such action or determination. To the extent permitted by
law and in any applicable rule or listing standard of any securities exchange
or market




                                       7
<PAGE>

on which any of the Corporation's securities are listed or approved for
trading, Significant Holder Designees shall be members of each committee of the
Board of Directors, and Observers shall be entitled to attend meetings of each
such committee. The term "Significant Holder" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or any
Subsidiary or any trustee of or fiduciaries with respect to any such plan when
acting in such capacity) who is the beneficial owner of Voting Stock
representing twenty percent (20%) or more of the votes entitled to be cast by
the holders of all then outstanding shares of Voting Stock. The term "Voting
Stock" shall mean all Capital Stock which by its terms may be voted on all
matters submitted to stockholders of the Corporation generally, and the term
"Capital Stock" shall mean all capital stock of the Corporation authorized to
be issued from time to time under the certificate of incorporation.

                        (ii)    The Chief Executive Officer of the Corporation
(the "Chief Executive Officer"), if there be one, and otherwise the executive
officer exercising the powers and discharging the duties of the senior-most
executive of the Corporation (the "Acting CEO"), shall have the right to
designate in writing, and in accordance with the timing and other applicable
requirements set forth by resolution of the Board of Directors or the
Governance or Nominating Committee of the Corporation, at least one member of
senior management of the Corporation as a nominee for election to the Board of
Directors (the "Management Designee").

                        (iii)   Except as otherwise set forth in the certificate
of incorporation, all nominees for election to the Board of Directors other
than those designated pursuant to (i) or (ii) above shall be designated in
accordance with Sections 2.4 and 3.2 of these by-laws.

                (b)     As a condition to exercising the right to designate any
Significant Holder Designees or Observers, Significant Holders shall agree to
be present at any meeting of stockholders duly called for the election of
directors and to vote all shares of Voting Stock (as hereinafter defined) held
by them in favor of the slate of director nominees recommended by the Board of
Directors at any such meeting or any adjournment or postponement thereof.

                (c)     In order to be eligible for election to the Board of
Directors, any Significant Holder Designee shall be an Eligible Person. For
purposes hereof, an "Eligible Person" shall mean (x) the Significant Holder or
any executive officer thereof and (y) any other person other than a person
whose election to the Board of Directors, in the written opinion of counsel for
the Corporation, is reasonably likely to violate or conflict with, or result in
any material limitation on the ownership or operation of any business or assets
of the Corporation or its Subsidiaries under, any statute, law, ordinance,
regulation, rule, judgment, decree or order of any court or governmental or
regulatory authority.

                (d)     Significant Holders shall provide the Corporation with
timely notice of any determinations regarding designations of Significant
Holder Designees and any Observers. To be timely, a notice informing the
Corporation of the Significant Holder Designees to be nominated for election to
the Board of Directors by the stockholders shall be delivered in writing to the
Governance or Nominating Committee of the Corporation not less than twenty (20)
days prior to the mailing of proxy statement to be distributed to stockholders
in connection with the annual meeting of stockholders; provided the Corporation
shall give the Significant Holders, at least sixty (60) days prior written
notice of such mailing date. Any such notice given by the Significant Holders
shall also contain as to each person whom the Significant Holders have
designated as a nominee for





                                       8
<PAGE>

election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and (iv)
any other information relating to the person that reasonably would be required
to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder. To be timely, a
notice informing the Corporation of the Significant Holder Designee being
designated to fill a vacancy in a seat held by a Significant Holder Designee
shall be delivered no later than thirty (30) days following the delivery of
written notice from the Corporation to the effect that such a vacancy exists.
To be timely, information regarding the identity of Observers (including
changes in the selection of Observers) selected to attend a Board or committee
meeting shall be delivered in writing to the attention of the Chairman of the
Board of Directors or, in the case of a committee meeting, may instead be
delivered to the attention of the chairman of such committee, at least 24 hours
prior to the meeting. Once the Corporation has been informed of the identity of
the Observers, no additional notice shall be required in connection with
individual meetings unless and until there is a change in the selection of the
Observers.

         Section 2.3    Election; Term of Office; Resignation: Removal;
Vacancies. Each director shall hold office until his or her successor is
elected and qualified, subject, however, to his or her earlier death,
resignation, retirement, disqualification or removal from office. Any director
may resign at any time upon written notice to the Board of Directors or to the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. Any
director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors. Subject to the provisions in the certificate of
incorporation (including the terms of any one or more classes or series of
preferred stock) and the requirements for filling vacancies set forth in
Section 3.2 of these by-laws, vacancies and newly created directorships
resulting from any increase in the authorized number of may be filled by a
majority of the directors then in office, although less than a quorum, or by
the sole remaining director, and the directors so chosen shall hold office
until their successors are duly elected and qualified or until their earlier
death, resignation, retirement, disqualification or removal from office;
provided, however, that any vacancy in a seat belonging to a Significant Holder
Designee, whether by resignation or otherwise, shall be filled by an individual
who prior thereto shall have been designated or approved in writing by the
Significant Holder(s), and any vacancy in the seat belonging to the Management
Designee, whether by resignation or otherwise, shall be filled by an executive
officer of the Corporation who prior thereto shall have been designated or
approved in writing by the Chief Executive Officer or the Acting CEO, as
applicable.

         Section 2.4    Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
certificate of incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances and in the certificate of incorporation and these
by-laws with respect to the right of Significant Holders and the Chief
Executive Officer or Acting CEO to nominate for election a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called for the purpose of electing directors,
(a) by or at the




                                       9
<PAGE>

direction of the Board of Directors (or any duly authorized committee thereof,
including the Special Nominating Committee described in Article II of these
by-laws) in accordance with the by-laws or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.4.

                In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.

                To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30)
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first occurs.

                To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and
(iv) any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

                No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 2. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.



                                      10
<PAGE>

         Section 2.5    Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.

         Section 2.6    Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, the Chief Executive
Officer or by any two directors. Reasonable notice thereof shall be given by
the person or persons calling the meeting to each of the directors and to any
Observers.

         Section 2.7    Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, or any committee designated
by the Board, including any Observers, may participate in a meeting of the
Board or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.

         Section 2.8    Quorum; Vote Required for Action. At all meetings of the
Board of Directors one-third of the entire Board shall constitute a quorum for
the transaction of business; provided, however, that for so long as there is a
Significant Holder, the quorum for the transaction of business by the Board of
Directors shall include at least one Significant Holder Designee. Subject to
Article VI, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board unless the certificate
of incorporation or these by-laws shall require a vote of a greater number. In
case at any meeting of the Board a quorum shall not be present, the members of
the Board present may adjourn the meeting from time to time until a quorum
shall be present.

         Section 2.9    Organization. Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         Section 2.10   Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

         Section 2.11   Compensation of Directors. Unless otherwise restricted
by the certificate of incorporation or these by-laws, the Board of Directors
shall have the authority to fix the compensation of directors.




                                      11
<PAGE>

                                  ARTICLE III

                                   Committees

         Section 3.1    Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation, subject to the last sentence of this Section 3.1. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors or in these by-laws, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by law to be submitted to
stockholders for approval, (ii) adopting, amending or repealing these By-Laws
or (iii) removing or indemnifying directors. The Significant Holder Designees
shall, unless they otherwise request, be members of each committee of the Board
of Directors, subject to applicable law and any rule or listing standard of any
securities exchange or market on which any of the Corporation's securities are
listed or approved for trading.

         Section 3.2    Special Committee of Significant Holders. For so long as
there are any Significant Holder(s), in connection with any election of
directors by the stockholders (and, in each case, to the extent permitted by
law and by applicable rules or listing standards of any securities exchange or
market on which any of the securities of the Corporation are listed or approved
for trading), a committee comprised of the Significant Holder Designees and one
Independent Director (as hereinafter defined) selected by majority vote of all
of the Independent Directors on the Board of Directors (the "Special Nominating
Committee") shall be responsible for designating nominees (and for any such
nominees to be qualified to serve as directors they shall be nominated) as
follows:

                (a)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing forty percent (40%) or more of the votes entitled
to be cast by the holders of all then outstanding Voting Stock, the Special
Nominating Committee shall have the right to designate in writing, and in
accordance with the eligibility, timing and other applicable requirements in
these by-laws, nominees to fill the maximum number of available seats for
Independent Directors on the Board of Directors such that immediately following
such election, up to four (4) of the Independent Directors serving on the Board
of Directors shall have been designated nominees for election by the Special
Nominating Committee.

                (b)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing thirty percent (30%) or more, but less than forty
percent (40%), of the votes entitled to be cast by the holders of all then
outstanding Voting Stock, the Special Nominating Committee shall have the right
to designate in writing, and in accordance with the eligibility, timing and
other applicable requirements in these by-laws, nominees to fill the maximum
number of available seats for Independent Directors on the Board of Directors
such that immediately following such election, up to three (3) of the
Independent Directors serving on the Board of Directors shall have been
designated nominees for election by the Special Nominating Committee.





                                      12
<PAGE>


                (c)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing twenty percent (25%) or more, but less than thirty
percent (30%), of the votes entitled to be cast by the holders of all then
outstanding Voting Stock, the Special Nominating Committee shall have the right
to designate in writing, and in accordance with the eligibility, timing and
other applicable requirements in these by-laws, nominees to fill the maximum
number of available seats for Independent Directors on the Board of Directors
such that immediately following such election, up to two (2) of the Independent
Directors serving on the Board of Directors shall have been designated nominees
for election by the Special Nominating Committee.

                (d)     If the Significant Holder(s) are the beneficial owners
of less than twenty-five percent (25%), of the votes entitled to be cast by the
holders of all then outstanding Voting Stock, the Special Nominating Committee
shall have the right to designate in writing, and in accordance with the
eligibility, timing and other applicable requirements in these by-laws,
nominees to fill the maximum number of available seats for Independent
Directors on the Board of Directors such that immediately following such
election, one of the Independent Directors serving on the Board of Directors
shall have been designated a nominee for election by the Special Nominating
Committee.

                (e)     To be timely, a notice informing the Corporation of the
nominees designated by the Special Nominating Committee for election to the
Board of Directors shall be delivered in writing to the Governance or
Nominating Committee of the Corporation not less than twenty (20) days prior to
the mailing of proxy statement to be distributed to stockholders in connection
with the annual meeting of stockholders; provided the Corporation shall give
the Special Nominating Committee at least sixty (60) days prior written notice
of such mailing date. Any such notice given by the Special Nominating Committee
shall also contain as to each person whom the Special Nominating Committee has
designated as a nominee for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the person, and (iv) any other information relating to the person that
reasonably would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder.

                (f)     Any vacancy in a seat belonging to an Independent
Director who was designated as a nominee for election to the Board of Directors
by the Special Nominating Committee, whether by resignation or otherwise, shall
be filled by an individual who prior thereto shall have been designated or
approved in writing by the Special Nominating Committee.

                (g)     In order to be eligible for election, any persons
designated nominees by the Special Nominating Committee must qualify as
Independent Directors. For purposes hereof, "Independent Director" shall mean
those directors of the Board of Directors who are not Significant Holder
Designees or officers of the Corporation or any of its Subsidiaries and who
qualify as "independent" under the rules or listing standards of any securities
exchange or market on which any of the Corporation's securities are listed or
approved for trading.

         Section 3.3    Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to




                                      13
<PAGE>

the contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote
of a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other
respects each committee shall conduct its business in the same manner as the
Board conducts its business pursuant to Article II of these by-laws.

                                  ARTICLE IV

                                    Officers

         Section 4.1    Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall elect
a President and a Secretary, and it may, if it so determines, elect from among
its members a Chairman of the Board and a Vice Chairman of the Board. The Board
may also elect one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers and such other officers as the Board may deem desirable or
appropriate and may give any of them such further designations or alternate
titles as it considers desirable. Any number of offices may be held by the same
person unless the certificate of incorporation or these by-laws otherwise
provide.

         Section 4.2    Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Any officer
may resign at any time upon written notice to the Board or to the Chairman or
Chief Executive Officer, if any, or to the President or Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board at any regular or special
meeting.

         Section 4.3    Powers and Duties. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in these by-laws or in a resolution of the Board of Directors which is
not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose. The Board may require any officer, agent or
employee to give security for the faithful performance of his or her duties.

                                   ARTICLE V

                                     Stock

         Section 5.1    Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors or a
President of the Corporation, and by the Secretary or an Assistant Secretary,
of the Corporation, representing the number of shares of stock in the
Corporation owned by such holder. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any





                                      14
<PAGE>

officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

                If the Corporation is authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided by
law, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 5.2    Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.


                                  ARTICLE VI

                              Fundamental Actions

         For so long as there are any Significant Holders, the following
matters shall require (in addition to any other vote required by law, the
certificate of incorporation or these by-laws) either (a) the approval of the
Board of Directors, including the affirmative vote of at least one of the
Significant Holder Designees, or (b) the affirmative vote of the holders of at
least seventy-five percent (75%) of the voting power of the shares entitled to
vote at the election of directors:

                (i)     any divestiture or sale of assets or businesses of the
Corporation or any of its subsidiaries that are material to the Corporation and
its subsidiaries taken as a whole;

                (ii)    the liquidation, dissolution or winding-up of the
Corporation;

                (iii)   any merger or other business combination or
reorganization other than one (A) where the transaction has been approved by
the unanimous vote of the entire Board of Directors or (B) where the holders of
Voting Stock of the Corporation prior to such transaction will beneficially own
(within the meaning of the certificate of incorporation) in the aggregate at
least eighty percent (80%) of the surviving corporation's Voting Stock,
immediately after giving effect to such transaction; or

                (iv)    any amendment to the certificate of incorporation or the
by-laws.



                                      15
<PAGE>

                                  ARTICLE VII

                                 Miscellaneous

         Section 7.1    Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 7.2    Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 7.3    Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.

         Section 7.4    Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was after the
date of adoption of these by-laws, a director, officer or employee of the
Corporation or serves or served after the date of adoption of these by-laws, at
the request of the Corporation or any other enterprise as a director, officer
or employee. Expenses, including reasonable attorneys' fees, incurred by any
such person in defending any such action, suit or proceeding shall be paid or
reimbursed by the Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation. The rights
provided to any person by this by-law shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving, after the date of adoption of these by-laws or continuing to serve,
after the date of adoption of these by-laws, as a director, officer or employee
as provided above. No amendment of this by-law shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment. For purposes of this by-law, the term "Corporation" shall include
any successor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any corporation, partnership,
joint venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants




                                      16
<PAGE>

and beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation.

                The rights to indemnification and to the advance of expenses
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquire under these by-laws, any statue,
agreement, vote of stockholders or the Board of Directors, or otherwise.

         Section 7.5    Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or her or
their votes are counted for such purpose, if: (1) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

         Section 7.6    Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 7.7    Amendment of By-Laws. These by-laws may be altered,
amended or repealed, in whole or in part, or new by-laws may adopted, by the
stockholders or by the Board of Directors as provided in the certificate of
incorporation and this Article VII; provided, however, that notice of such
alteration, amendment, repeal or adoption of new by-laws be contained in the
notice of such meeting of stockholders or Board of Directors, as the case may
be.

        Section 7.8     Interpretation. As used in these by-laws, the term
"entire Board of Directors" means the total number of directors of the
Corporation then holding office and entitled to vote.




                                      17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>7
<FILENAME>g82123exv99w8.txt
<DESCRIPTION>FORM OF RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.8

                                     FORM OF

                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PERSONNEL GROUP OF AMERICA, INC.


         The undersigned, Larry Enterline, certifies that he is the Chief
Executive Officer of Personnel Group of America, Inc. (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "GCL"), and does hereby further certify as follows:

         1. The name of the Corporation is Personnel Group of America, Inc. and
the Corporation was originally incorporated under the name Personnel Group of
America, Inc.

         2. The original certificate of incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on July 7, 1995 and
the original restated certificate of incorporation of the Corporation (the
"Original Restated Certificate of Incorporation") was filed with the Secretary
of State of the State of Delaware on July 28, 1995.

         3. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the Corporation (the "Board of Directors") and by the
stockholders of the Corporation in accordance with Sections 242 and 245 of the
GCL.

         4. This Restated Certificate of Incorporation restates and integrates
and further amends the Original Restated Certificate of Incorporation, as
heretofore amended or supplemented.

         5. Upon the filing (the "Effective Time") of this Restated Certificate
of Incorporation pursuant to the GCL, and without further action on the part of
the Corporation or its stockholders: (a) each share of Common Stock, par value
$0.01 per share, of the Corporation shall be combined on a basis of 1 share for
every 25 shares (the "Reverse Stock Split"); (b) the par value of each share of
Common Stock, par value $0.01 per share, shall be restated to $0.01 per share;
(c) each 25 shares of Common Stock, par value $0.01 per share, outstanding shall
be deemed to represent one share of Common Stock, par value $0.01 per share; and
(d) all fractional shares resulting from the foregoing shall be eliminated and
each holder thereof shall be entitled to receive a cash payment equal to such
holder's fraction of a share of Common Stock, par value $0.01 per share,
multiplied by $____ per share. Each certificate that theretofore represented a
share or shares of Common Stock (the "Original Share Number") shall thereafter
represent that number of shares of Common Stock equal to the quotient resulting
from the division of the Original Share Number by 25, rounded down to the
nearest whole number, plus cash in respect of any fractional number of shares
resulting from the Reverse Stock Split as calculated in accordance with clause
(d) of the preceding sentence.

<PAGE>

         6. The text of the Original Restated Certificate of Incorporation is
hereby amended and restated to read in its entirety as follows:

         First. The name of the corporation is Venturi Partners, Inc. (the
"Corporation").

         Second. The address of the Corporation's registered office in the State
of Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.

         Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware (the "GCL").

         Fourth.

                  (a) Authorized Capital Stock. The total number of shares of
all classes of stock which the Corporation shall have authority to issue is one
hundred million (100,000,000), of which ninety-five million (95,000,000) shares,
par value $0.01 per share, shall be designated as "Common Stock" and five
million (5,000,000) shares, par value $0.01 per share, shall be designated as
"Preferred Stock". Subject to the terms of any serial designations for any
series of Preferred Stock, the number of authorized shares of Common Stock or
any series of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote, voting
together as a single class, irrespective of the provisions of Section 242(b)(2)
of the GCL or any corresponding provision hereafter enacted.

                  (b) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of each class of the Common Stock
are as follows:

                      (i) No Cumulative Voting. The holders of shares of Common
         Stock shall not have cumulative voting rights.

                      (ii) Dividends; Stock Splits. Subject to the rights of the
         holders of Preferred Stock, and subject to any other provisions of this
         Restated Certificate of Incorporation, as it may be amended from time
         to time, holders of shares of Common Stock shall be entitled to receive
         such dividends and other distributions in cash, stock or property of
         the Corporation when, as and if declared thereon by the Board of
         Directors from time to time out of assets or funds of the Corporation
         legally available therefor.

                      (iii) Liquidation, Dissolution, Etc. In the event of any
         liquidation, dissolution or winding up (either voluntary or
         involuntary) of the Corporation, the holders of shares of Common Stock
         shall be entitled to receive the assets and funds of the Corporation
         available for distribution after payments to creditors and to the
         holders of any Preferred Stock of the Corporation that may at

                                       2

<PAGE>

         the time be outstanding, in proportion to the number of shares held by
         them, respectively.

                      (iv) Merger, Etc. In the event of a merger or
         consolidation of the Corporation with or into another entity (whether
         or not the Corporation is the surviving entity), the holders of each
         share of Common Stock shall be entitled to receive the same per share
         consideration on a per share basis.

                      (v) No Preemptive Or Subscription Rights. No holder of
         shares of Common Stock shall be entitled to preemptive or subscription
         rights.

                      (vi) Power To Sell And Purchase Shares. Subject to the
         requirements of applicable law, the Corporation shall have the power to
         issue and sell all or any part of any shares of any class of stock
         herein or hereafter authorized to such persons, and for such
         consideration, as the Board of Directors shall from time to time, in
         its discretion, determine, whether or not greater consideration could
         be received upon the issue or sale of the same number of shares of
         another class, and as otherwise permitted by law. Subject to the
         requirements of applicable law, the Corporation shall have the power to
         purchase any shares of any class of stock herein or hereafter
         authorized from such persons, and for such consideration, as the Board
         of Directors shall from time to time, in its discretion, determine,
         whether or not less consideration could be paid upon the purchase of
         the same number of shares of another class, and as otherwise permitted
         by law.

                  (c) Preferred Stock. Shares of Preferred Stock may be issued
in one or more series from time to time by the Board of Directors, and the Board
of Directors is expressly authorized to fix for each such class or series such
voting powers, full or limited, or no voting powers and such designations,
preferences and relative participating optional or other special rights and such
qualifications, limitations and restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series, in each case subject to the
terms of this Restated Certificate of Incorporation including without limitation
the following:

                      (i) the distinctive serial designation of such series
         which shall distinguish it from other series;

                      (ii) the number of shares included in such series;

                      (iii) the dividend rate (or method of determining such
         rate) payable to the holders of the shares of such series, any
         conditions upon which such dividends shall be paid and the date or
         dates upon which such dividends shall be payable;

                      (iv) whether dividends on the shares of such series shall
         be cumulative and, in the case of shares of any series having
         cumulative dividend rights, the date or dates or method of determining
         the date or dates from which dividends on the shares of such series
         shall be cumulative;

                                       3

<PAGE>

                      (v) the amount or amounts which shall be payable out of
         the assets of the Corporation to the holders of the shares of such
         series upon voluntary or involuntary liquidation, dissolution or
         winding up the Corporation, and the relative rights of priority, if
         any, of payment of the shares of such series;

                      (vi) the price or prices at which, the period or periods
         within which and the terms and conditions upon which the shares of such
         series may be redeemed, in whole or in part, at the option of the
         Corporation or at the option of the holder or holders thereof or upon
         the happening of a specified event or events;

                      (vii) the obligation, if any, of the Corporation to
         purchase or redeem shares of such series pursuant to a sinking fund or
         otherwise and the price or prices at which, the period or periods
         within which and the terms and conditions upon which the shares of such
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                      (viii) whether or not the shares of such series shall be
         convertible or exchangeable, at any time or times at the option of the
         holder or holders thereof or at the option of the Corporation or upon
         the happening of a specified event or events, into shares of any other
         class or classes or any other series of the same or any other class or
         classes of stock of the Corporation, and the price or prices or rate or
         rates of exchange or conversion and any adjustments applicable thereto;
         and

                      (ix) whether or not the holders of the shares of such
         series shall have voting rights, in addition to the voting rights
         provided by law, and if so the terms of such voting rights.

         Fifth. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  (a) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

                  (b) The Board of Directors shall consist of not less than
seven (7) nor more than nine (9) members, the exact number of which shall be
fixed from time to time in the manner provided in the By-Laws of the
Corporation, as amended from time to time (the "By-Laws"). The number of
directors constituting the Board of Directors shall be fixed at seven (7) as of
the date hereof. Election of directors need not be by written ballot unless the
By-Laws so provide.

                  (c) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the GCL,
this Restated Certificate of Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter adopted by

                                       4

<PAGE>

the stockholders shall invalidate any prior act of the directors which would
have been valid if such By-Laws had not been adopted.

         Sixth. No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL as the same exists or may hereafter be
amended. If the GCL is amended hereafter to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent authorized
by the GCL, as so amended. Any repeal or modification of this Article Sixth
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.

         Seventh. The Corporation shall indemnify its directors and officers to
the fullest extent authorized or permitted by law, as now or hereafter in
effect, and such right to indemnification shall continue as to a person who has
ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives;
provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article Seventh shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.

         The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article Seventh to directors and officers of the Corporation.

         The rights to indemnification and to the advance of expenses conferred
in this Article Seventh shall not be exclusive of any other right which any
person may have or hereafter acquire under this Restated Certificate of
Incorporation, the By-Laws, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.

         Any repeal or modification of this Article Seventh shall not adversely
affect any rights to indemnification and to the advancement of expenses of a
director or officer of the Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.

         Eighth. Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws.

         Ninth. In furtherance and not in limitation of the powers conferred
upon it by the laws of the State of Delaware, the Board of Directors shall have
concurrent power with the

                                       5

<PAGE>

stockholders to adopt, amend, alter, add to or repeal the By-Laws.
Notwithstanding any other provision of this Restated Certificate of
Incorporation (and in addition to any other vote that may be required by law),
for so long as there is a Significant Holder, either (i) the approval of the
Board of Directors, including the affirmative vote of at least one of the
persons designated as nominees by the Significant Holder prior to their election
to the Board of Directors and in accordance with the terms of the By-Laws
("Significant Holder Designees"), or (ii) the affirmative vote of the holders of
at least seventy-five percent (75%) of the voting power of the shares entitled
to vote generally in the election of directors shall be required to amend,
alter, add to or repeal the By-Laws (including by merger, consolidation,
recapitalization or otherwise).

         Tenth. The Corporation hereby elects not to be governed by Section 203
of the GCL pursuant to Section 203(b)(3) therein.

         Eleventh. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation in
the manner now or hereafter prescribed in this Restated Certificate of
Incorporation, the By-Laws or the GCL, and all rights herein conferred upon
stockholders are granted subject to such reservation; provided, however, that,
notwithstanding any other provision of this Restated Certificate of
Incorporation (and in addition to any other vote that may be required by law),
for so long as there is a Significant Holder:

                  (a) subject to the following paragraph (b), either (i) the
recommendation or approval of the Board of Directors, including the
recommendation or affirmative vote of at least one of the Significant Holder
Designees, or (ii) the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of the shares entitled to vote generally in
the election of directors, shall be required to amend, alter, change or repeal
any provision of this Restated Certificate of Incorporation or to adopt any
provisions inconsistent with the purpose and intent thereof (including by
merger, consolidation, recapitalization or otherwise); and

                  (b) the approval or affirmative vote of (i) any and each Five
Percent Holder and (ii) the Board of Directors by a vote of at least eighty
percent (80%) of the entire Board of Directors shall be required to amend,
alter, change or repeal Article Twelfth or to adopt any provisions inconsistent
with the purpose and intent of Article Twelfth hereof (including by merger,
consolidation, recapitalization or otherwise) but excluding any amendment,
alteration, change or repeal in connection with a merger, consolidation or
similar transaction with an entity that is not a Significant Holder or
Controlled or Controlling Affiliate thereof or a Subsidiary of the Corporation
and that has the result of causing the stockholders of the Corporation
immediately prior to such transaction to beneficially own less than fifty
percent (50%) of the voting power of the shares entitled to vote generally in
elections of directors of the Corporation or the corporation surviving or
resulting from such transaction and less than fifty percent (50%) of the
outstanding shares of Common Stock or common stock of the surviving or resulting
corporation.

         Twelfth.

                  (a) Control Transactions.

                                       6


<PAGE>

                      (i) In addition to any affirmative vote required by law or
         this Restated Certificate of Incorporation or the By-Laws, and except
         as otherwise expressly provided in Section (a)(ii) of this Article
         Twelfth, a Control Transaction shall require the affirmative vote of
         not less than fifty percent (50%) of the votes actually cast by the
         holders of all the then outstanding shares of Voting Stock, voting
         together as a single-class, excluding Voting Stock beneficially owned
         by any Significant Holder, or any Controlled or Controlling Affiliate
         thereof, proposing to effect the Control Transaction. Such affirmative
         vote shall be required notwithstanding the fact that no vote may be
         required, or that a lesser percentage or separate class vote may be
         specified, by law or in any agreement with any national securities
         exchange or otherwise.

                      (ii) The provisions of Section (a)(i) of this Article
         Twelfth shall not be applicable to any particular Control Transaction,
         and such Control Transaction shall require only such affirmative vote,
         if any, as is required by law or by any other provision of this
         Restated Certificate of Incorporation or the By-Laws, or any applicable
         rule or listing standard of any securities exchange or market on which
         any of the Corporation's securities are listed or approved for trading,
         if all of the conditions specified in either of the following
         paragraphs (A) or (B) are met (any Control Transaction that satisfies
         the conditions in paragraphs (A) or (B) or in Section (a)(i) of this
         Article Twelfth being, an "Approved Control Transaction"):

                           A   Prior to the consummation of the Control
                  Transaction, it shall have been approved by the Board of
                  Directors by a vote of at least eighty percent (80%) of the
                  entire Board of Directors.

                           B   Prior to consummating the Control Transaction,
                  the Significant Holder, or any Controlled or Controlling
                  Affiliate thereof, proposing to effect such a Control
                  Transaction shall have made an offer to all of the holders of
                  shares of the class of Capital Stock the acquisition of which
                  by a Significant Holder, or any Controlled or Controlling
                  Affiliate thereof, would give rise to the proposed Control
                  Transaction (the "Target Stock") and on a proportionate basis
                  to all holders of shares of any class of Capital Stock that is
                  convertible into or exchangeable for Target Stock or into or
                  for which Target Stock is convertible or exchangeable, for the
                  purchase of any or all of such shares ("Qualifying Offer"),
                  which offer remains open for at least twenty (20) business
                  days and otherwise complies with the rules and regulations of
                  the Securities Exchange Act of 1934, as amended (the "Act")
                  and which offer is made for consideration that is at least
                  equal to or greater than any other consideration to be paid by
                  the Significant Holder, or the Controlled or Controlling

                                       7

<PAGE>

                  Affiliate, for Voting Stock to be acquired in the Control
                  Transaction or that was paid by the Significant Holder, or the
                  Controlled or Controlling Affiliate, for Voting Stock during
                  the one hundred and eighty (180) days preceding the
                  commencement of the Qualifying Offer; provided that any such
                  Control Transaction shall be consummated within ninety (90)
                  days of the expiration of the Qualifying Offer.

                      (iii) Anything to the contrary herein notwithstanding, the
         provisions of this Article Twelfth shall not apply to any transaction
         following the consummation of an Approved Control Transaction.

                  (b) Related-Party Transactions. In addition to any affirmative
vote required by law or this Restated Certificate of Incorporation or the
By-Laws, a Related-Party Transaction shall require the approval or affirmative
vote of (i) any and each Five Percent Holder prior to the consummation of such
Related-Party Transaction and (ii) the Board of Directors by a vote of at least
eighty percent (80%) of the entire Board of Directors prior to the consummation
of such Related-Party Transaction. Such affirmative vote or approval shall be
required notwithstanding the fact that no vote may be required, or that a lesser
or separate class vote may be specified, by law or in any agreement with any
national securities exchange or otherwise.

                  (c) The following definitions shall apply with respect to this
Restated Certificate of Incorporation:

                      (i) The term "Control Transaction" shall mean:

                          A   The acquisition in one or a series of transactions
                  by a Significant Holder, or any Controlled or Controlling
                  Affiliate thereof, of shares of any class or series of Capital
                  Stock that has the effect of causing such Significant Holder
                  to increase its beneficial ownership to seventy-five percent
                  (75%) or more of the votes entitled to be cast by the holders
                  of all then outstanding shares of Voting Stock; or

                          B   any reclassification of securities (including any
                  reverse stock split), or recapitalization of the Corporation
                  (including any stock repurchases by the Corporation), or any
                  merger or consolidation of the Corporation with any of its
                  Subsidiaries or any other transaction (whether or not with or
                  otherwise involving a Significant Stockholder) that has the
                  effect, directly or indirectly, of increasing the
                  proportionate share of any class or series of Capital Stock,
                  or any securities convertible into Capital Stock or into
                  equity securities of any Subsidiary, that is beneficially
                  owned by any Significant Stockholder, such that after giving
                  effect to such reclassification,

                                       8

<PAGE>

                  recapitalization or other transaction, a Significant Holder
                  will beneficially own seventy-five percent (75%) or more of
                  the votes entitled to be cast by the holders of all then
                  outstanding shares of Voting Stock.

                      (ii) The term "Related-Party Transaction" shall mean:

                          A   a liquidation or dissolution of the Corporation
                  that is voted for or consented to by any Related Party, or any
                  Controlled or Controlling Affiliate thereof, that immediately
                  prior to such transaction beneficially owns more than fifty
                  percent (50%) of the votes entitled to be cast by the holders
                  of all then outstanding shares of Voting Stock; or

                          B   any sale of assets of the Corporation or any
                  material Subsidiary to, or any acquisition of assets from or
                  share subscription in, a Related Party, or any Controlled or
                  Controlling Affiliate thereof, directly or indirectly and in
                  any transaction or series of related transactions, the value
                  of which in each case exceeds $5 million; or

                          C   any merger, statutory share exchange or
                  consolidation involving the Corporation or any Subsidiary,
                  directly or indirectly and in any transaction or series of
                  related transactions, the value of which in each case exceeds
                  $5 million, with any Related Party or any Controlled or
                  Controlling Affiliate thereof; or

                          D   any merger, statutory share exchange or
                  consolidation involving the Corporation or any Subsidiary,
                  directly or indirectly and in any transaction or series of
                  related transactions, the value of which in each case exceeds
                  $5 million and pursuant to which any Related Party, or any
                  Controlled or Controlling Affiliate thereof, is entitled to
                  receive consideration in respect of its securities that is
                  different in form (including, as different in form, the
                  retention by some stockholders of their existing securities,
                  while other stockholders of the same class are not so
                  retaining their existing securities) or amount from that
                  offered to other holders of the same class of securities
                  (excluding ancillary arrangements or rights entailing no
                  monetary payments other than for reasonable third-party legal
                  fees, out-of-pocket expense reimbursement and indemnification
                  for the benefit of a Related Party or its Controlled or
                  Controlled Affiliates for liabilities in respect

                                       9

<PAGE>

                  of which other holders of the same class have no liability);
                  or

                          E   any other transaction or series of related
                  transactions, the value of which in each case exceeds $5
                  million, between or among the Corporation and/or any
                  Subsidiary, on the one hand, and any Related Parties or any
                  Controlled or Controlling Affiliates thereof, on the other
                  hand (other than a subscription for shares of the Corporation
                  by any Related Party or any Controlled or Controlling
                  Affiliate thereof, pursuant to a rights offering made
                  available to all holders of Common Stock on a pro rata basis
                  and for the same amount and form of consideration and
                  otherwise on substantially the same terms and conditions).

                      (iii) The term "Capital Stock" shall mean all capital
         stock of the Corporation authorized to be issued from time to time
         under Article Fourth of this Certificate of Incorporation; and the term
         "Voting Stock" shall mean all Capital Stock which by its terms may be
         voted on all matters submitted to stockholders of the Corporation
         generally.

                      (iv) The term "Significant Holder" shall mean any person
         (other than the Corporation or any Subsidiary and other than any
         profit-sharing, employee stock ownership or other employee benefit plan
         of the Corporation or any Subsidiary or any trustee of or fiduciaries
         with respect to any such plan when acting in such capacity) who,
         individually or as a member of a group within the meaning of Rule 13d-5
         under the Act, is the beneficial owner of Voting Stock representing
         twenty percent (20%) or more of the votes entitled to be cast by the
         holders of all then outstanding shares of Voting Stock;

                      (v) A person shall be a "beneficial owner" of any Capital
         Stock (A) which such person or any of its Controlled or Controlling
         Affiliates owns, directly or indirectly; (B) which such person or any
         of its Controlled or Controlling Affiliates has, directly or
         indirectly, (1) the right to acquire (whether such right is exercisable
         immediately or subject only to the passage of time), pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversation rights, exchange rights, warrants or options or otherwise,
         or (2) the right to vote pursuant to any agreement, arrangement or
         understanding; or (C) which are owned, directly or indirectly, by any
         other person with which such person or any of its Controlled or
         Controlling Affiliates has any agreement, arrangement or understanding
         for the purpose of acquiring, holding, voting or disposing of any
         shares of Capital Stock. For the purposes of determining whether a
         person is a Significant Holder pursuant to paragraph (c)(iv) of this
         Article Twelfth or a Controlled or Controlling Affiliate pursuant to
         paragraph (c)(vi) of this Article Twelfth, the number of shares of
         Capital Stock deemed to be outstanding shall include shares deemed
         beneficially owned by such person

                                       10

<PAGE>

         through application of this paragraph (c)(v) of this Article Twelfth,
         but shall not include any other shares of Capital Stock that may be
         issuable pursuant to any agreement, arrangement or understanding, or
         upon exercise of conversion rights, warrants or options, or otherwise.

                      (vi) The term "Controlled or Controlling Affiliate" shall
         mean with respect to a specified person, a person that directly or
         indirectly through one or more intermediaries, controls or is
         controlled by, or is under common control with, the person specified;
         provided that the Corporation and its Subsidiaries shall not, and the
         executive officers or directors of the Corporation or any of its
         Subsidiaries shall not, solely as a result of holding such office, be
         deemed a "Controlled or Controlling Affiliate" of a Significant Holder;
         and provided, further, that for purposes of this definition, the term
         "control" (including the terms "controlling," "controlled by" and
         "under common control with") shall mean the possession direct or
         indirect, of the power to direct or cause the direction of the
         management and policies of a person through the ownership of more than
         fifty percent (50%) of the voting securities of such person or the
         ability to otherwise designate a majority of the board of directors or
         managers of such person.

                      (vii) The term "Subsidiary" means any company or other
         entity of which a majority of any class of equity security is
         beneficially owned by the Corporation; provided, however, that for the
         purposes of the definition of Significant Holder set forth in paragraph
         (c)(iv) of this Article Twelfth, the term "Subsidiary" shall mean only
         a company of which a majority of each class of equity security is
         beneficially owned by the Corporation.

                      (viii) The term "Five Percent Holder" means any person
         (other than the Corporation or any Subsidiary and other than any
         profit-sharing, employee stock ownership or other employee benefit plan
         of the Corporation or any Subsidiary or any trustee of or fiduciaries
         with respect to any such plan when acting in such capacity) who, as of
         the record date (if any) established for any applicable transaction or
         vote (or if there is no record date, as of the date of consummation of
         the transaction) and based on the most recent reports or disclosures
         filed publicly under the Act, individually or as a member of a group
         within the meaning of Rule 13d-5 under the Act, is the beneficial owner
         of Voting Stock representing five percent (5%) or more of the votes
         entitled to be cast by the holders of all then outstanding shares of
         Voting Stock; provided that for purposes of this definition only, a
         person who reports or discloses beneficial ownership as a member of a
         group or by virtue of a relationship with other persons with respect to
         the Voting Stock, shall not be deemed to beneficially own any shares of
         Voting Stock held by persons beneficially owning Voting Stock
         representing two percent (2%) or less of the votes entitled to be cast
         by the holders of all then outstanding shares of Voting Stock and any
         such person beneficially owning Voting Stock representing two percent
         (2%) or less of the votes entitled to be cast by the holders of all
         then outstanding shares of Voting Stock shall not be deemed a Five
         Percent Holder or otherwise be entitled to exercise any rights of a
         Five Percent Holder.

                                       11

<PAGE>

                      (ix) The term "Related Party" means, in connection with
         any Related Party Transaction, any person who at any time during the
         eighteen (18) month period preceding such Related Party Transaction
         constituted a Significant Holder.

                      (x) The term "entire Board of Directors" as used in this
         Article Twelfth and in this Restated Certificate of Incorporation,
         generally, means the total number of directors of the Corporation then
         holding office and entitled to vote.

                  (d) The Board of Directors shall for purposes of this Article
Twelfth be entitled to rely on information contained in the most recent
disclosures filed publicly under the Act as to (i) whether a person is a
Significant Holder, (ii) the number of shares of Capital Stock or other
securities beneficially owned by any person, and (iii) whether a person is a
Controlled or Controlling Affiliate of another. Any such decision made in good
faith on such basis shall be conclusive. Any persons deemed Significant Holders
or Five Percent Holders solely by virtue of being a member of a group or having
a relationship with other persons, which membership or relationship is described
in disclosures filed publicly under the Act, shall at the request of the
Corporation, select one designee to act on their behalf with respect to any
rights or obligations hereunder.



         IN WITNESS WHEREOF, the corporation has caused this Restated
Certificate of Incorporation to be signed by Larry Enterline, its Chief
Executive Officer, this ____ day of _____________, 2003.



                                               PERSONNEL GROUP OF AMERICA, INC.



                                               By:
                                                   -----------------------------
                                                   Larry Enterline

                                       12



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>8
<FILENAME>g82123exv99w9.txt
<DESCRIPTION>2003 EQUITY INCENTIVE PLAN OF P.G.A., INC.
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.9


                           2003 EQUITY INCENTIVE PLAN
                                       OF
                        PERSONNEL GROUP OF AMERICA, INC.

         1.     Purpose. The purpose of this Equity Incentive Plan is to advance
the interests of the Corporation by encouraging and enabling the acquisition of
a larger personal proprietary interest in the Corporation by employees and
directors of, and consultants to, the Corporation and its Subsidiaries upon
whose judgment and keen interest the Corporation is largely dependent for the
successful conduct of its operations and by providing such employees, directors
and consultants with incentives to put forth maximum efforts for the success of
the Corporation's business. It is anticipated that the acquisition of such
proprietary interest in the Corporation and such incentives will stimulate the
efforts of such employees, directors and consultants on behalf of the
Corporation and its Subsidiaries and strengthen their desire to remain with the
Corporation and its Subsidiaries. It is also expected that such incentives and
the opportunity to acquire such a proprietary interest will enable the
Corporation and its Subsidiaries to attract desirable employees and other
service providers.

         2.     Definitions. When used in this Plan, unless the context
otherwise requires:

                (a)     "Alternative Rights" shall have the meaning set forth in
         Section 7.

                (b)     "Board of Directors" shall mean the Board of Directors
         of the Corporation, as constituted at any time.

                (c)     "Cause" shall mean, with respect to the holder of an
         Incentive Award, the following: (i) if the holder has an employment
         agreement in effect with the Corporation or a Subsidiary which
         contains a definition of cause, then the definition of the term
         "Cause" for purposes of the Plan shall be as defined in such
         employment agreement, or (ii) if the holder does not have an
         employment agreement in effect with the Corporation or a Subsidiary
         which contains a definition of cause, then "Cause" for purposes of the
         Plan shall be as determined by the Committee in its sole discretion.

                (d)     "Committee" shall mean the Committee hereinafter
         described in Section 3.

                (e)     "Corporation" shall mean Personnel Group of America,
         Inc.

                (f)     "Deferred Stock Award" shall mean an Incentive Award
         granted in accordance with Section 13.

                (g)     "Dividend Equivalent" shall mean an Incentive Award
         granted in accordance with Section 15.

                (h)     "Eligible Persons" shall mean those persons described in
         Section 4 who are potential recipients of Incentive Awards.


<PAGE>

                (i)      "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended.

                (j)     "Fair Market Value" on a specified date shall mean the
         average of the highest and lowest selling price at which a Share is
         traded on the stock exchange, if any, on which Shares are primarily
         traded or, if the Shares are not then traded on a stock exchange, the
         average of the closing representative bid and asked price of a Share
         as reported by NASDAQ, but if no Shares were traded on such date, then
         on the last previous date on which a Share was so traded, or, if none
         of the above are applicable, the value of a Share as established by
         the Board of Directors for such date using any reasonable method of
         valuation.

                (k)     "Incentive Award" shall mean an Option, Restricted Stock
         Award, Rights, Deferred Stock Award, Performance Award, or Dividend
         Equivalent granted pursuant to this Plan.

                (l)     "Incentive Stock Option" shall have the meaning set
         forth in section 422 of the Internal Revenue Code.

                 (m)    "Internal Revenue Code" shall mean the Internal Revenue
         Code of 1986, as amended.

                (n)     "Options" shall mean the stock options granted pursuant
         to this Plan.

                (o)     "Performance Award" shall mean an Incentive Award
         granted in accordance with Section 14.

                (p)     "Plan" shall mean this 2003 Equity Incentive Plan of
         Personnel Group of America, Inc., as adopted by the Board of Directors
         on April 11, 2003, as such Plan from time to time may be amended.

                (q)     "Restricted Shares" shall mean the Shares issued as a
         result of a Restricted Stock Award.

                (r)     "Restricted Stock Award" shall mean a grant of Shares or
         of the right to purchase Shares pursuant to Section 12 hereof.

                (s)     "Rights" shall mean stock appreciation rights granted
         pursuant to the Plan.

                (t)     "Share" shall mean a share of common stock of the
         Corporation.

                (u)     "Spread" shall mean (i) with respect to Alternative
         Rights, the excess of the Fair Market Value of one Share on the date
         of exercise of such Rights over the purchase price per Share payable
         under the related Option and (ii) with respect to Rights not granted
         in connection with an Option, the excess of the Fair Market Value of
         one Share on the date of exercise of such Rights over the Fair Market
         Value of one Share on the date such Rights were granted.




                                       2
<PAGE>

                (v)     "Subsidiary" shall mean any corporation 50% or more of
         whose stock having general voting power is owned by the Corporation,
         or by another Subsidiary as herein defined, of the Corporation.

         3.     Administration. The Plan shall be administered by a Committee of
the Board of Directors which shall consist of two or more directors of the
Corporation, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code. Notwithstanding the
foregoing, if at any time the Corporation is not required to register any class
of its equity securities under Section 12 of the Exchange Act, the Plan may be
administered by the Board of Directors during such time. During any period of
time in which the Plan is administered by the Board of Directors, all
references in the Plan to the Committee shall be deemed to refer to the Board
of Directors.

         The Committee shall have full power and authority to administer and
interpret the Plan. Determinations of the Committee as to any question which
may arise with respect to the interpretation of the provisions of the Plan and
Incentive Awards shall be final. The Committee may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions
of the Plan, as it may deem advisable to make the Plan and Incentive Awards
effective or provide for their administration, and may take such other action
with regard to the Plan and Incentive Awards as it shall deem desirable to
effectuate their purpose.

         4.     Participants. Except as hereinafter provided, the class of
persons who are potential recipients of Incentive Awards granted under this
Plan shall consist of employees and directors of, and consultants to, the
Corporation or a Subsidiary, as determined by the Committee. The parties to
whom Incentive Awards are granted under this Plan, and the number of Shares
subject to each such Incentive Award, shall be determined by the Committee in
its sole discretion, subject, however, to the terms and conditions of this
Plan.

         5.     Shares. Subject to the provisions of Section 19 hereof, the
Committee may grant Incentive Awards with respect to an aggregate of up to
19,870,873 Shares, all of which Shares may be either Shares held in treasury or
authorized but unissued Shares; provided, however, that the foregoing
limitation shall not apply to Alternative Rights but shall apply to the Option
with respect to which the Alternative Rights are granted, and shall not apply
to any Dividend Equivalents but shall apply to the Incentive Award with respect
to which such Dividend Equivalents are granted. The maximum number of Shares
which may be the subject of Options and Rights granted during any calendar year
to any individual shall not exceed 5,750,000 Shares. If the Shares that would
be issued or transferred pursuant to any Incentive Awards are not issued or
transferred and cease to be issuable or transferable for any reason, or if
Restricted Shares which are subject to a Restricted Stock Award are forfeited,
the number of Shares subject to such Incentive Award will no longer be charged
against the limitation provided for herein and may again be made subject to
Incentive Awards; provided, however, that Shares as to which an Option has been
surrendered in connection with the exercise of an Alternative Right shall not
again be available for the grant of any further Incentive Awards.
Notwithstanding the preceding, with respect to any Option and/or any Rights
granted to any individual who is a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code that is canceled, the number of
shares subject to such Option and/or Rights shall continue to count against the





                                       3
<PAGE>

maximum number of shares which may be the subject of Options and Rights granted
to such individual. For purposes of the preceding sentence, if, after grant,
the exercise price of an Option and/or the base amount of any Rights is
reduced, such reduction shall be treated as a cancellation of such Option
and/or Rights and the grant of a new Option and/or Rights (if any), and both
the cancellation of the Option and/or Rights and the new Option and/or Rights
shall reduce the maximum number of shares for which Options and Rights may be
granted to the holder of such Option and/or Rights.

         6.     Grant of Options. The number of Options to be granted to any
Eligible Person shall be determined by the Committee in its sole discretion. At
the time an Option is granted, the Committee may, in its sole discretion,
designate whether such Option (a) is to be considered as an Incentive Stock
Option, or (b) is not to be treated as an Incentive Stock Option for purposes
of this Plan and the Internal Revenue Code. No Option which is intended to
qualify as an Incentive Stock Option shall be granted under this Plan to any
individual who, at the time of such grant, is not an employee of the
Corporation or a Subsidiary.

         Notwithstanding any other provision of this Plan to the contrary, to
the extent that the aggregate Fair Market Value (determined as of the date an
Option is granted) of the Shares with respect to which Options which are
designated as (or deemed to be) Incentive Stock Options granted to an employee
(and any incentive stock options granted to such employee under any other stock
option plan maintained by the Corporation or any Subsidiary that meets the
requirements of Section 422 of the Internal Revenue Code) first become
exercisable in any calendar year exceeds $100,000, such Options shall be
treated as Options which are not Incentive Stock Options. Options with respect
to which no designation is made by the Committee shall be deemed to be
Incentive Stock Options to the extent that the $100,000 limitation described in
the preceding sentence is met. This paragraph shall be applied by taking
options into account in the order in which they are granted.

         Nothing herein contained shall be construed to prohibit the issuance
of Options at different times to the same person.

         An Option shall be evidenced by an agreement executed on behalf of the
Corporation and by the Eligible Person to whom the Option is granted. The form
of Option agreement shall be determined from time to time by the Committee, and
need not be identical with respect to each grantee. The Option agreement shall
indicate whether or not the Option is an Incentive Stock Option.

         7.     Grant of Rights. The Committee shall have the authority to grant
to any Eligible Person, in its sole discretion, Rights which may be granted
separately, or in connection with an Option at the time of the grant of an
Option. Any Rights granted in connection with an Option ("Alternative Rights")
shall be granted with respect to the same number of Shares as are covered by
the Option, subject to adjustment pursuant to the provisions of Section 19
hereof, and may be exercised as an alternative to the exercise of the related
Option.

         Alternative Rights granted in connection with an Option shall entitle
the holder thereof to receive payment from the Corporation, determined as
hereinafter provided, only if and to the extent that the related Option is
exercisable, by surrendering the Option with respect to the



                                       4
<PAGE>

number of Shares as to which such Rights are then exercised. Such Option, to
the extent surrendered, shall be deemed exercised for purposes of the
limitations under Section 5. Upon any exercise of Alternative Rights, the
holder thereof shall be entitled to receive payment of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.
Notwithstanding anything contained herein, Alternative Rights granted in
connection with an Option that is an Incentive Stock Option may not be
exercised at any time when the Fair Market Value of the Shares subject thereto
is less than the exercise price of such Option.

         Rights granted without relationship to an Option shall be exercisable
for a duration determined by the Committee, but in no event more than ten years
from the date of grant. Such Rights shall entitle the holder, upon the exercise
thereof, to receive payment from the Corporation of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.

         Notwithstanding anything contained herein, the Committee may, in its
sole discretion, limit the amount payable upon the exercise of Rights. Any such
limitation shall be determined as of the date of grant and noted on the
certificate evidencing the grant of the Rights.

         Payment of the amount determined hereunder upon the exercise of Rights
may be made solely in cash, or solely in Shares valued at their Fair Market
Value on the date of exercise of Rights, or in a combination of cash and
Shares, as determined by the Committee. No fractional Shares shall be issued by
the Corporation, and settlement therefor shall be made in cash.

         Rights shall be evidenced by an agreement executed on behalf of the
Corporation and by the Eligible Person to whom the Rights are granted. The form
of Rights agreement shall be as determined from time to time by the Committee,
and need not be identical with respect to each grantee.

         8.     Purchase Price Under Options and Restricted Stock. The price per
Share of the Shares to be purchased pursuant to the exercise of any Option
shall be fixed by the Committee at the time of grant; provided, however, that
the purchase price per Share for the Shares to be purchased pursuant to the
exercise of an Incentive Stock Option shall not be less than the Fair Market
Value of a Share on the day on which the Option is granted.

         The purchase price per Share for Restricted Shares to be purchased
pursuant to Restricted Stock Awards shall be fixed by the Committee at the time
of the grant of the Restricted Stock Award; provided, however, that such
purchase price shall not be less than the par value of such Shares. Payment of
such purchase price shall be made in cash or by check payable to the order of
the Corporation, or by such other method as the Committee may permit.

         9.     Duration of Options and Related Rights. The duration of any
Option granted under this Plan shall be fixed by the Committee at the time of
grant; provided, however, that no Option shall remain in effect for a period of
more than ten years from the date upon which the



                                       5
<PAGE>

Option is granted. The duration of any Rights granted in connection with any
Option shall be coterminous with the duration of the related Option.

         10.    Ten Percent Stockholders. Notwithstanding any other provision of
this Plan to the contrary, no Option which is intended to qualify as an
Incentive Stock Option may be granted under this Plan to any employee who, at
the time the Option is granted, owns shares possessing more than 10 percent of
the total combined voting power or value of all classes of stock of the
Corporation, unless the exercise price under such Option is at least 110% of
the Fair Market Value of a Share on the date such Option is granted and the
duration of such Option is no more than five years.

         11.    Exercise of Options and Rights. Except as otherwise provided
herein, or as otherwise determined by the Committee and provided in an
applicable Option or Rights agreement, or as otherwise provided in the holder's
employment agreement (if any) with the Corporation or a Subsidiary, Options and
Rights, after the grant thereof, shall become vested and exercisable by the
holder cumulatively at the rate of 20% on and after each of the first five
anniversaries of the date of grant, provided that the holder is still in the
employ or service of the Corporation or a Subsidiary on the applicable
anniversary date.

         Notwithstanding the foregoing, all or any part of any remaining
unexercised Options or Rights granted to any person may be exercised upon the
occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration, and the Committee may, in its sole
discretion, require that any exercise of an Option or Right on an accelerated
basis pursuant hereto be contingent upon the consummation of the applicable
event giving rise to such acceleration.

         An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect, together with the Option agreement
and the full purchase price of the Shares purchased pursuant to the exercise of
the Option, to the Chairman of the Board of Directors or an officer of the
Corporation appointed by the Chairman of the Board of Directors for the purpose
of receiving the same. Payment of the full purchase price shall be made as
follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair
Market Value on the date of exercise of the Option (provided, that a holder may
not use any Shares to pay the purchase price unless the holder has beneficially
owned such Shares for at least six months); or by such other methods as the
Committee may permit from time to time.

         Within a reasonable time after the exercise of an Option, the
Corporation shall cause to be delivered to the person entitled thereto, a
certificate for the Shares purchased pursuant to the exercise of the Option. If
the Option shall have been exercised with respect to less than all of the
Shares subject to the Option, the Corporation shall also cause to be delivered
to the person entitled thereto a new Option agreement in replacement of the
agreement surrendered at the time of the exercise of the Option, indicating the
number of Shares with respect to which the Option remains available for
exercise, or the original Option agreement shall be endorsed to give effect to
the partial exercise thereof.



                                       6
<PAGE>

         Alternative Rights or Rights not granted in connection with an Option
shall be exercised by the delivery of a duly signed notice in writing to such
effect, together with the Rights agreement. Holders of Alternative Rights shall
also surrender the related Option agreement. Within a reasonable time
thereafter, the Corporation shall cause to be delivered to the person entitled
thereto, the amount of cash and/or a certificate for the number of Shares
determined in accordance with Section 7 hereof. Upon the exercise of
Alternative Rights, the number of Shares subject to exercise under the related
Option or portion thereof shall be reduced by the number of Shares represented
by the Option or portion thereof surrendered. Shares subject to Options or
portions thereof surrendered upon the exercise of Alternative Rights shall not
be available for subsequent Incentive Awards under the Plan. If the Rights
shall have been exercised with respect to less than all of the Shares subject
thereto (or to the related Option, if any), the Corporation shall also cause to
be delivered to the person entitled thereto a Rights agreement (and an Option
agreement, in the case of Alternative Rights) with respect to the difference
between the number of Shares under the Rights agreement (and related Option
agreement, if any) surrendered at the time of the exercise of the Rights and
the number of Shares with respect to which the Rights were so exercised (and
the related Option, if any, was so surrendered), or the original Rights
agreement (and related Option agreement, if any) shall be endorsed to give
effect to the partial exercise (and surrender) thereof.

         Notwithstanding any other provision of the Plan or of any Option or
Rights, no Option or Rights granted pursuant to the Plan may be exercised at
any time when the Option or Rights or the granting or exercise thereof violates
any law or governmental order or regulation.

         12.    Terms and Conditions of Restricted Stock Awards. The Committee
shall have the authority to grant to any Eligible Person a Restricted Stock
Award, subject to the following terms and conditions:

                (a)     All Restricted Shares granted to or purchased by an
Eligible Person pursuant to the Plan shall be subject to the following
conditions:

                (i)     the Restricted Shares shall be subject to such transfer
         restrictions and risk of forfeiture as the Committee shall determine
         at the time the Restricted Stock Award is granted, until such specific
         conditions are met (which conditions may be based on continuing
         employment or achievement of pre-established performance objectives,
         or both);

                (ii)    the Restricted Shares may not be sold, transferred, or
         otherwise alienated or hypothecated until the restrictions are
         satisfied, removed or expire;

                (iii)   each certificate representing Restricted Shares issued
         pursuant to a Restricted Stock Award under this Plan shall bear a
         legend making appropriate reference to the restrictions imposed; and

                (iv)    the Committee may impose such other conditions as it may
         deem advisable on any Restricted Shares granted to or purchased by an
         Eligible Person pursuant to a Restricted Stock Award under this Plan,
         including, without limitation, restrictions under the requirements of
         any stock exchange upon which such Shares or




                                       7
<PAGE>

         shares of the same class are then listed, and under any securities law
         applicable to such Shares.

                (b)     The restrictions imposed under subsection (a) hereof
upon Restricted Shares shall lapse in accordance with a schedule or such other
conditions as shall be determined by the Committee, subject to the provisions
of Section 18 hereof.

                (c)     Prior to the satisfaction, expiration or lapse of all of
the restrictions and conditions imposed upon Restricted Shares, a stock
certificate or certificates representing such Restricted Shares shall be
registered in the holder's name but shall be retained by the Corporation for
the holder's account. The holder shall have the right to vote such Restricted
Shares and shall have all other rights and privileges of a beneficial and
record owner with respect thereto, including, without limitation, the right to
receive dividends, distributions and adjustments with respect thereto;
provided, however, that such dividends, distributions and adjustments shall be
retained by the Corporation for the holder's account and for delivery to the
holder, together with the stock certificate or certificates representing such
Restricted Shares, as and when said restrictions and conditions shall have been
satisfied, expired or lapsed.

                (d)     A Restricted Stock Award shall be evidenced by an
agreement executed on behalf of the Corporation and by the Eligible Person to
whom the Restricted Stock Award is granted. The form of Restricted Stock Award
agreement shall be determined from time to time by the Committee, and need not
be identical with respect to each grantee.

         13.    Deferred Stock Awards. The Committee shall have the authority to
grant to any Eligible Person a Deferred Stock Award, subject to the following
terms and conditions:

                (i)     Delivery of, and the issuance of certificates
         representing, Shares issuable pursuant to a Deferred Stock Award shall
         occur upon expiration of the deferral period specified by the
         Committee;

                (ii)    Deferred Stock Awards shall be subject to such
         restrictions as the Committee may impose, which restrictions may lapse
         at the expiration of the deferral period or at earlier specified
         times, separately or in combination, in installments, or otherwise, as
         the Committee may determine; and

                (iii)   A Deferred Stock Award shall be evidenced by an
         agreement executed on behalf of the Corporation and by the Eligible
         Person to whom the Deferred Stock Award is granted. The form of
         Deferred Stock Award agreement shall be determined from time to time
         by the Committee, and need not be identical with respect to each
         grantee.

         14.    Performance Awards. The Committee shall have the authority to
grant to any Eligible Person a Performance Award, subject to such terms and
conditions as shall be determined by the Committee. The value of a Performance
Award may be linked to the market value, book value, net profits or other
measure of the value of a Share, or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee, or may be
based upon the appreciation in the market value, book value, net profits or
other measure of the value of a




                                       8
<PAGE>

specified number of Shares over a fixed period or periods determined by the
Committee. In making such determinations, the Committee shall consider (among
such other factors as it deems relevant in light of the specific type of award)
the contributions, responsibilities and other compensation of the particular
Eligible Person. A Performance Award shall be evidenced by an agreement
executed on behalf of the Corporation and by the Eligible Person to whom the
Performance Award is granted. The form of Performance Award agreement shall be
determined from time to time by the Committee, and need not be identical with
respect to each grantee.

         15.    Dividend Equivalents. The Committee may grant Dividend
Equivalents to any Eligible Person who has been granted an Option, Rights, a
Deferred Stock Award or a Performance Award, subject to such terms and
conditions as shall be determined by the Committee. Such Dividend Equivalents
shall be granted with respect to the same number of Shares subject to the
related Option, Rights, Deferred Stock Award or Performance Award and shall be
based on the dividends declared on such number of Shares, to be credited as of
dividend record dates (subject to payment), during the period between the date
the Option, Rights, Deferred Stock Award or Performance Award is granted, and
the date such Option, Rights, Deferred Stock Award or Performance Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall represent the right to receive cash or additional Shares in
accordance with such formula and at such time and subject to such limitations
as may be determined by the Committee. Dividend Equivalents, if granted, shall
be reflected in the related Option, Rights, Deferred Stock Award or Performance
Award agreement.

         16.    Consideration for Incentive Awards. The Corporation shall obtain
such consideration for the grant of an Incentive Award as the Committee in its
discretion may determine.

         17.    Restrictions on Transferability of Incentive Awards. An
Incentive Award shall not be transferable otherwise than by will or the laws of
descent and distribution or as provided in this Section 17. Notwithstanding the
preceding, the Committee may, in its discretion and subject to such terms and
conditions as the Committee shall approve, authorize a transfer of any Option,
other than an Option which is an Incentive Stock Option, by the initial holder
to (i) the spouse, children, step children, grandchildren or other family
members of the initial holder ("Family Members"), (ii) a trust or trusts for
the exclusive benefit of such Family Members, (iii) a corporation or
partnership in which such Family Members and the initial holder are the only
shareholders or partners, or (iv) such other estate planning persons or
entities which the Committee may permit; provided, however, that subsequent
transfers of such Option shall be prohibited except by will or the laws of
descent and distribution. Following any transfer of such an Option, such Option
shall continue to be subject to the same terms and conditions of the Option and
of the Plan. An Option which is intended to be an Incentive Stock Option shall
not be transferable otherwise than by will or the laws of descent and
distribution and shall be exercisable during the holder's lifetime only by the
holder thereof.

         18.    Termination of Employment or Service. All or any part of any
Option and/or Rights, to the extent unexercised, shall terminate immediately,
upon the cessation or termination for any reason of the holder's employment by,
or service as a director of or consultant to, the Corporation or any
Subsidiary, except that the holder shall have three months following the
cessation of his employment or service with the Corporation or its
Subsidiaries, and no longer,



                                       9
<PAGE>

within which to exercise any unexercised Option and/or Rights that he could
have exercised on the day on which such employment or service terminated;
provided, that such exercise must be accomplished prior to the expiration of
the term of such Option and Rights. Notwithstanding the foregoing, if the
cessation of employment or service is due to disability (to an extent and in a
manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the holder or the representative of the Estate or the
heirs of a deceased holder shall have the privilege of exercising the Options
and Rights which are vested but unexercised at the time of such disability or
death; provided, however, that such exercise must be accomplished prior to the
expiration of the term of such Option and Rights and within one year of the
holder's disability or death, as the case may be. The Committee may, in its
sole discretion, extend the post-termination exercise period under this Section
18 with respect to any Option or Rights, but in no event beyond the expiration
of the term of such Option or Rights. If the employment or service of any
holder of an Option or Rights with the Corporation or a Subsidiary shall be
terminated for Cause, all unexercised Options and Rights of such holder shall
terminate immediately upon such termination of the holder's employment or
service with the Corporation and all Subsidiaries, and a holder of Options or
Rights whose employment or service with the Corporation and Subsidiaries is so
terminated, shall have no right after such termination to exercise any
unexercised Option or Rights he might have exercised prior to the termination
of his employment or service with the Corporation and Subsidiaries.

         Except as hereinafter provided, if a holder of a Restricted Stock
Award or Deferred Stock Award shall voluntarily or involuntarily leave the
employ or service of the Corporation or any Subsidiary, then (i) all Restricted
Shares subject to restrictions at the time his employment terminates (and any
dividends, distributions and adjustments retained by the Corporation with
respect thereto), and (ii) any Shares subject to a Deferred Stock Award with
respect to which the deferral period has not expired, shall be forfeited and
any consideration received therefor from the holder shall be returned to the
holder. Notwithstanding the foregoing, all restrictions to which Restricted
Stock Awards are subject shall lapse, and the deferral period under a Deferred
Stock Award shall expire, upon the occurrence of such special circumstance or
event as in the opinion of the Committee merits special consideration.

         The consequence of a termination of employment or service with respect
to the holder of a Performance Award or Dividend Equivalents shall be as
determined by the Committee at the time of grant of any such Incentive Award,
subject, however, to any determination by the Committee upon the occurrence of
such special circumstance or event as in the opinion of the Committee merits
special consideration.

         19.    Adjustment Provision. If, prior to the complete exercise of any
Option, or prior to the satisfaction, expiration or lapse of all of the
restrictions and conditions imposed pursuant to a Restricted Stock Award or
Deferred Stock Award, there shall be declared and paid a stock dividend upon
the Shares or if the Shares shall be split up, converted, exchanged,
reclassified, or in any way substituted for,

                (a)     in the case of an Option, then the Option, to the extent
that it has not been exercised, shall entitle the holder thereof upon the
future exercise of the Option to such number and kind of securities or cash or
other property subject to the terms of the Option to which he would have been
entitled had he actually owned the Shares subject to the unexercised portion of






                                      10
<PAGE>

the Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were being purchased thereunder;

                (b)     in the case of a Restricted Share issued pursuant to a
Restricted Stock Award, the holder of such Award shall receive, subject to the
same restrictions and other conditions of such Award as determined pursuant to
the provisions of Section 12, the same securities or other property as are
received by the holders of the Corporation's Shares pursuant to such stock
dividend, split-up, conversion, exchange, reclassification or substitution; and

                (c)     in the case of a Deferred Stock Award, the holder shall
receive, at such time as would otherwise apply under such Award, such number
and kind of securities or cash or other property to which he would have been
entitled had he actually owned the Shares subject to the Deferred Stock Award
at the time of the occurrence of such stock dividend, split-up, conversion,
exchange, reclassification or substitution.

Any fractional shares or securities issuable as a result of such adjustment
shall be payable in cash based upon the Fair Market Value of such shares or
securities at the time such shares or securities would have otherwise been
issued. If any such event should occur, the number of Shares with respect to
which Incentive Awards remain to be issued, or with respect to which Incentive
Awards may be reissued, shall be adjusted in a similar manner.

         In addition to the adjustments provided for in the preceding
paragraph, upon the occurrence of any of the events referred to in said
paragraph prior to the complete exercise of any Rights or the complete payment
of any Dividend Equivalents or payments pursuant to a Performance Award, the
Committee, in its sole discretion, shall determine the amount of cash and/or
number of Shares or other property to which the holder of the Rights shall be
entitled upon their exercise, or which shall be paid to the holder of Dividend
Equivalents or a Performance Award at such time as payment would otherwise be
made, so that there shall be no increase or dilution in the cash and/or value
of the Shares or other property to which the holder shall be entitled by reason
of such events.

         Notwithstanding the foregoing, upon the dissolution or liquidation of
the Corporation, or the occurrence of a merger or consolidation in which the
Corporation is not the surviving corporation, or a merger or consolidation in
which the Corporation becomes a subsidiary of another corporation or a merger
or consolidation in which the voting securities of the Corporation outstanding
immediately prior thereto do not continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting securities of the Corporation or
such surviving entity immediately after such merger or consolidation, or upon a
spin-off (including a reverse spin-off) by the Corporation, but only as to the
holders of Incentive Awards who are to be employed immediately after the
spin-off by the entity which represents less than 50% of the value of the
Corporation immediately prior to the transaction and any holders who will serve
as directors of or consultants to such entity and not the Corporation, or upon
the sale of all or substantially all of the assets of the Corporation, the
outstanding Options, Rights, Deferred Stock Awards, Performance Awards and
Dividend Equivalents granted hereunder shall terminate upon the consummation of
such transaction, unless provision is made by the Corporation in connection






                                      11
<PAGE>

with such transaction for the assumption of Options, Rights, Deferred Stock
Awards, Performance Awards and Dividend Equivalents theretofore granted, or the
substitution for such Options, Rights, Deferred Stock Awards, Performance
Awards and Dividend Equivalents of new options of, and rights, deferred stock
awards, performance awards and dividend equivalents with respect to, the
successor corporation or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and the per share exercise
prices. In the event the Options terminate as aforesaid in connection with such
a dissolution, liquidation, merger, consolidation, spin-off or sale, the
Committee shall provide that the holder of any such Option, to the extent then
vested, shall be entitled to receive from the Corporation an amount equal to
the excess of (i) the Fair Market Value (determined on the basis of the amount
received by shareholders in connection with such transaction) of the Shares
subject to the vested portion of the Option not theretofore exercised, over
(ii) the aggregate purchase price which would be payable for such Shares upon
the exercise of the Option. In the event Rights granted independently of an
Option terminate as aforesaid in connection with such a dissolution,
liquidation, merger, consolidation, spin-off or sale, the Committee shall
provide that the holder of any such Rights, to the extent then vested, shall be
entitled to receive from the Corporation an amount equal to the excess of (i)
the Fair Market Value (determined on the basis of the amount received by
shareholders in connection with such transaction) of the Shares subject to the
vested portion of the Rights not theretofore exercised, over (ii) the Fair
Market Value of such Shares on the date such Rights were granted (or a portion
of such excess equal to the portion of the Spread to which the holder is
entitled under the terms of such Rights). In the event a Deferred Stock Award,
Performance Award or Dividend Equivalent terminates as aforesaid in connection
with such a dissolution, liquidation, merger, consolidation, spin-off or sale,
the treatment of such Incentive Award shall be as provided in the agreement
evidencing such Incentive Award. Any amount payable by the Corporation pursuant
to this paragraph may be paid in the form of cash or Shares (or other
securities received by shareholders in connection with the applicable
transaction) as determined by the Committee in its sole discretion. In the
event of any other change in the corporate structure or outstanding Shares, the
Committee may, in its sole discretion, make such equitable adjustments to the
number of Shares and the class of shares available hereunder or to any
outstanding Incentive Awards as it shall deem appropriate to prevent dilution
or enlargement of rights.

         20.    Issuance of Shares and Compliance with Securities Act. The
Corporation may postpone the issuance and delivery of Shares pursuant to the
grant or exercise of any Incentive Award until (a) the admission of such Shares
to listing on any stock exchange on which Shares of the Corporation of the same
class are then listed, and (b) the completion of such registration or other
qualification of such Shares under any State or Federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any holder of
an Incentive Award shall make such representations and furnish such information
as may, in the opinion of counsel for the Corporation, be appropriate to permit
the Corporation, in the light of the then existence or non-existence with
respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as from time to time amended (the "Securities Act"), to
issue the Shares in compliance with the provisions of the Securities Act or any
comparable act. The Corporation shall have the right, in its sole discretion,
to legend any Shares which may be issued pursuant to the grant or exercise of
any Incentive Award, or may issue stop transfer orders in respect thereof.





                                      12
<PAGE>

         21.    Income Tax Withholding. If the Corporation or a Subsidiary shall
be required to withhold any amounts by reason of any Federal, State, local or
foreign tax rules or regulations in respect of any Incentive Award, the
Corporation or the Subsidiary shall be entitled to take such action as it deems
appropriate in order to ensure compliance with such withholding requirements.
In order to facilitate payment by the holder of an Incentive Award of his
withholding obligations with respect to the Incentive Award, the Corporation or
Subsidiary may, at its election, (a) deduct from any cash payment otherwise due
to the holder, the appropriate withholding amount, (b) require the holder to
pay to the Corporation or Subsidiary in cash the appropriate withholding
amount, (c) permit the holder to elect to have the Corporation withhold a
portion of the Shares otherwise to be delivered with respect to such Incentive
Award, the Fair Market Value of which is equal to the minimum statutory
withholding amount, or (d) permit the holder to elect to deliver to the
Corporation Shares already owned by the holder for at least six months, the
Fair Market Value of which is equal to the appropriate withholding amount.

         22.    Amendment of the Plan. Except as hereinafter provided, the Board
of Directors or the Committee may at any time withdraw or from time to time
amend the Plan as it relates to, and the terms and conditions of, any Incentive
Awards not theretofore granted, and the Board of Directors or the Committee,
with the consent of the affected holder of an Incentive Award, may at any time
withdraw or from time to time amend the Plan as it relates to, and the terms
and conditions of, any outstanding Incentive Award. Notwithstanding the
foregoing, any amendment by the Board of Directors or the Committee which would
increase the number of Shares issuable under the Plan or with respect to
Options and Rights granted to any individual during any calendar year or change
the class of Eligible Persons shall be subject to the approval of the
shareholders of the Corporation.

         23.    No Right of Employment or Service. Nothing contained herein or
in an Incentive Award shall be construed to confer on any employee, director or
consultant any right to be continued in the employ of the Corporation or any
Subsidiary or as a director of, or consultant to, the Corporation or a
Subsidiary or derogate from any right of the Corporation and any Subsidiary to
retire, request the resignation of, discharge or cease its consulting
arrangement with such employee, director or consultant (without or with pay),
at any time, with or without cause.

         24.    Effective Date of the Plan. This Plan is conditional upon its
approval by the shareholders of the Corporation in accordance with Sections 422
and 162(m) of the Internal Revenue Code, and no Incentive Awards may be granted
prior to the date of such approval. If such approval is not obtained, then the
Plan shall be void and of no force or effect.

         25.    Final Grant Date. No Incentive Award shall be granted under the
Plan after April 14, 2013.




                                      13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>9
<FILENAME>g82123exv99w10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 04/14/2003 L. ENTERLINE
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.10


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th day
of April, 2003, by and between Larry L. Enterline ("Executive") and Personnel
Group of America, Inc. (the "Company").

                              W I T N E S S E T H:

                  WHEREAS, the Company desires to continue to employ Executive,
and Executive desires to continue such employment, under the terms and
conditions of this Agreement.

                  NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1.       Employment. The Company hereby continues to employ Executive,
and Executive hereby accepts such continued employment, as Chief Executive
Officer of the Company under the terms and conditions set forth herein.

         2.       Duties. During the Term (as defined below), Executive shall
use his best efforts, skill and ability to perform the duties and services
customarily incident to such offices and position and such other services as may
be assigned to him from time to time by the Board of Directors (the "Board") of
the Company. Executive shall (i) devote his full business time, attention and
energies to the business of the Company and (ii) faithfully and competently
serve the Company and perform his duties and responsibilities hereunder,
provided, however that Executive may engage in other activities, such as
activities involving professional, charitable, educational, religious and
similar types of organizations, speaking engagements, memberships on the boards
of directors of other organizations (as the Board may from time to time agree
to, it being understood that the Board shall be deemed to have agreed to any
memberships on boards of directors of other organizations existing on the date
hereof and disclosed to the Company), and similar types of activities to the
extent that such other activities do not inhibit or prohibit the performance of
Executive's duties under this Agreement, or conflict in any material way with
the business of the Company and its subsidiaries.

         3.       Compensation and Related Matters. As full compensation for
Executive's performance of his duties and services hereunder during the Term,
the Company shall pay Executive the compensation and provide the benefits set
forth below:

                  a.       Base Salary. The Company shall pay Executive an
annual salary of $400,000 ("Base Salary"), less applicable withholding and other
deductions, payable in accordance with the Company's then current payroll
practices.

                  b.       Performance Bonus. In addition to the compensation
otherwise payable pursuant to this Agreement, Executive shall be eligible to
receive an annual performance bonus (the "Bonus"), determined by the
Compensation Committee of the Board (the "Compensation Committee") for each
fiscal year during the Term equal to 30% of Base Salary at "Target" award


<PAGE>

levels (as defined below) and up to 100% of Base Salary at "Maximum" award
levels (as defined below). Any Bonus awarded under this Agreement to Executive
shall be determined as follows: (i) 70% of the Bonus (the "EBITDA Bonus Award")
shall be based upon the achievement of the Target EBITDA (as defined below) for
such year and (ii) 30% of the Bonus (the "Discretionary Bonus Award") shall be
awarded on the basis of other criteria, as determined by the Compensation
Committee, in its sole discretion.

                  For purposes of determining Executive's Bonus, "Target" shall
mean (i) with respect to the EBITDA Bonus Award, achievement of the annual
target earnings before interest, taxes, depreciation and amortization of the
Company ("Target EBITDA") established by the Compensation Committee in its sole
discretion, and (ii) with respect to the Discretionary Bonus Award, achievement
of other criteria as determined by the Compensation Committee in its sole
discretion. For the purposes of determining Executive's Bonus, "Maximum" shall
mean (i) with respect to the EBITDA Bonus Award, 140% of Target EBITDA, and (ii)
with respect to the Discretionary Bonus Award, achievement of other criteria as
determined by the Compensation Committee in its sole discretion.

                  In addition, with respect to the EBITDA Bonus Award, Executive
shall be entitled to earn an EBITDA Bonus Award if the Company achieves at least
90% of Target EBITDA; provided, that Executive shall not be entitled to any
EBITDA Bonus Award unless the Company achieves at least 90% of Target EBITDA. If
the Company achieves between (and including) 90% of Target EBITDA and 100% of
Target EBITDA, Executive shall be entitled to an EBITDA Bonus Award equal to
1.909% (70% of 2.727%) of Executive's Base Salary for each 1% above 89% of
Target EBITDA that is achieved. For example, if 92% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to 5.727%
of Base Salary, calculated as follows:

<TABLE>
                 <S>                                                                           <C>
                 Total Bonus potential sharing above 89% per point                             2.727%
                 EBITDA Bonus Award percentage of Total Bonus                                   X 70%
                                                                                               -----
                          EBITDA Bonus Award per point over 89% of Target                      1.909%

                 Points over 89% of Target EBITDA                                                X 3
                                                                                               -----
                          EBITDA Bonus Award at 92% of Target                                  5.727%
                                                                                               =====
</TABLE>

                  If more than 100% but less than 140% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to (i) 21%
of Base Salary, plus (ii) 1.225% (70% of 1.75%) of Executive's Base Salary for
each 1% above 100% of Target EBITDA that is achieved. In no event shall the
total amount of EBITDA Bonus Award exceed 70% of Executive's Base Salary.

                  For the fiscal year ended December 28, 2003, the Target EBITDA
shall be set at $20.7 million. For the remaining Term, the Target EBITDA for any
fiscal year shall be set during the first quarter of that year by the
Compensation Committee in its sole discretion.

                  c.       Stock Options. Executive shall be eligible to be
granted stock options pursuant to the 2003 Equity Incentive Plan of Personnel
Group of America, Inc. (the "2003



                                       -2-
<PAGE>

Equity Plan") during the Term. The Company hereby agrees that on the Effective
Date, Executive shall be granted a stock option to purchase 4,000,000 shares of
the Company's common stock for an exercise price of $0.3121 per share and a
stock option to purchase 1,750,000 shares of the Company's common stock for an
exercise price of $0.4681 per share. Notwithstanding any other provision of the
2003 Equity Plan to the contrary, the stock options granted to Executive
hereunder shall vest on a monthly basis pro rata over four years, at the end of
each month which begins after the date of grant of the respective option,
provided, that Executive is still employed by the Company on the applicable
vesting date; and provided, further, that (i) if Executive's employment
hereunder is terminated by the Company without Cause (as defined below) prior to
the first anniversary of the option grant date, then 25% of the total number of
options Executive is granted as of the Effective Date shall become vested, and
(ii) if Executive's employment hereunder is terminated by the Company without
Cause (as defined below), the exercise period with respect to any options
granted to Executive under the 2003 Equity Plan or otherwise and then held by
Executive and which are then vested shall be extended for a period of one (1)
year following the date of such termination (but in no event beyond the original
expiration date of the respective option).

                  d.       Other Benefits. During the Term, Executive shall be
eligible to participate in the benefits that the Company generally provides to
its similarly situated senior executive employees, such as medical, life and
long-term disability insurance and retirement benefits, upon the same terms and
conditions that the Company generally makes such benefits available to its
similarly situated senior executive employees and Executive shall be entitled to
receive such other fringe benefits as may be granted to him from time to time by
the Company.

                  e.       Vacation. During the Term, Executive shall be allowed
26 days of paid vacation per calendar year, which shall be accrued in accordance
with the Company's vacation policies.

         4.       Expenses. During the Term, the Company shall reimburse
Executive for documented reasonable and necessary business expenses incurred on
the Company's behalf in performing Executive's duties and promoting the business
of the Company, including reasonable entertainment expenses, travel and lodging
expenses in accordance with the Company's business expense reimbursement
policies.

         5.       Term. The term of this Agreement shall commence on April 14,
2003 (the "Effective Date") and shall continue until the second anniversary
thereof (the "Initial Term"), unless earlier terminated pursuant to the
provisions of Paragraph 6. Upon the expiration of the Initial Term, this
Agreement shall automatically extend for successive one (1) year extension
periods (subject to the provisions of Paragraph 6), unless terminated by either
party by written notice to that effect not less than three (3) months prior to
the expiration of the Initial Term or the then effective extension period, as
the case may be. The Initial Term and any extension periods are referred to
herein collectively as the "Term."

         6.       Termination. Executive's employment hereunder shall terminate
prior to the expiration of the Term on the earlier to occur of any of the
following events:


                                       -3-
<PAGE>

                  a.       Termination in Event of Disability. By the Company
immediately upon Executive's death or upon ten (10) days' prior written notice
from the Company to Executive after a determination of Disability by the Board
or a physician's certification of Disability of Executive as hereinafter
described. For purposes of this Agreement, "Disability" shall mean the
incapacity of Executive, by reason of a mental or physical disability to perform
his material duties hereunder, for a period of 120 consecutive days or 180
non-consecutive days during any twelve (12) month-period, as reasonably
determined by the Board or as certified by a qualified physician selected by the
Board, which certification may be made before the expiration of such 120
consecutive days or 180 non-consecutive days on the basis of such physician's
determination of Executive's incapacity.

                  b.       Termination For Cause. By the Company for Cause,
immediately upon the Company's delivery of written notice of termination to
Executive. For purposes of this Agreement, "Cause" shall mean:


                           (i)      Executive's commission of an act
                  constituting a breach of fiduciary duty, gross negligence or
                  willful misconduct;

                           (ii)     Executive's engagement in conduct which
                  violates the Company's then existing internal policies or
                  procedures and which is detrimental to the business,
                  reputation, character or standing of the Company or any of its
                  affiliates;

                           (iii)    Executive's commission of an act of fraud,
                  dishonesty or misrepresentation that is detrimental to the
                  business, reputation, character or standing of the Company or
                  any of its affiliates;

                           (iv)     Executive's commission of an act
                  constituting a misdemeanor involving moral turpitude or a
                  felony under the laws of the United States or any state or
                  political subdivision thereof;

                           (v)      Executive's engagement in a conflict of
                  interest or self-dealing with respect to the Company that is
                  not approved in advance by the Board or a committee thereof;
                  or

                           (vi)     after notice by the Company and a reasonable
                  opportunity to cure, Executive's material breach of his
                  obligations as set forth in this Agreement or his material
                  failure to satisfactorily perform his duties and
                  responsibilities hereunder.

                  c.       Termination  For Good Reason. By Executive for Good
Reason and upon at least sixty (60) days' prior written notice of termination to
the Company. For purposes of this Agreement, "Good Reason" shall mean, without
the express written consent of Executive, the occurrence of any of the
following:

                           (i)      a material breach by the Company of any
                  material provision of this Agreement, including the assignment
                  to Executive of any duties inconsistent in any material
                  respect with Executive's position in the Company or a material
                  adverse alteration in the nature or status of Executive's
                  responsibilities; or


                                       -4-
<PAGE>

                           (ii)     the Company's requiring Executive to be
                  based anywhere other than within 50 miles of where he
                  currently works and resides;

provided, however, that in the event of a breach or circumstance pursuant to
clauses (i) or (ii) above, Good Reason shall not exist unless Executive provides
written notice to the Company of his intention to terminate this Agreement,
which notice shall identify in reasonable detail the basis therefor and be
delivered within thirty (30) days after the event or circumstances providing
such basis and the Company shall fail to cure such condition within thirty (30)
days following the delivery of the written notice, provided, further that if
such events cannot be reasonably cured within thirty (30) days and the Company
commences reasonable steps within said thirty (30) day period to cure such
breach and diligently continues such steps thereafter, the cure period shall be
extended for an additional thirty (30) day period.

                  d.       Termination Without Cause. At any time by the
Company, without Cause or for any reason, upon at least three (3) months' prior
written notice of termination to Executive.

                  e.       Termination Without Good Reason. At any time by
Executive, without Good Reason or for any reason, upon at least three (3)
months' prior written notice of termination to the Company.

         7.       a.       Compensation Upon Termination for Cause and Certain
Other Events. In the event that Executive's employment is terminated pursuant to
Paragraphs 6(b) or 6(e) above, he will not be entitled to any compensation other
than: (i) any accrued but unpaid Base Salary, (ii) any reimbursement owed to him
by the Company in accordance with Paragraph 4 and (iii) any other or additional
benefits in accordance with the plans and programs of the Company referred to in
Paragraph 3(d); in each case only through the date of termination of Executive's
employment hereunder. All payments required to be made by the Company to
Executive pursuant to this Paragraph 7(a) shall be paid on a regular basis in
accordance with the Company's normal payroll procedures and policies and subject
to withholding and deductions pursuant to Paragraph 11.

                  b.       Severance Upon Certain Events of Termination. In the
event that Executive's employment is terminated pursuant to Paragraphs 6(c) or
6(d) above, in addition to, but not in duplication of, the benefits set forth in
Paragraph 7(a), Executive shall be entitled to receive, (i) for a period of one
(1) year commencing on the effective date of such termination, Executive's Base
Salary, at the rate as then in effect, and (ii) a prorated bonus for the fiscal
year in which the effective date of termination occurs, such prorated bonus
award to be determined by multiplying (x) the EBITDA Bonus Award for such fiscal
year as determined in accordance with Section 3(b) by (y) a fraction the
numerator of which is the number of days in the fiscal year of termination that
precede the effective date of termination and the denominator of which is the
total number of days in such fiscal year, payable in each case of clauses (i)
and (ii) above in accordance with the Company's regular payroll and executive
bonus payment procedures, as applicable, and subject to Executive's execution of
a release, in a form satisfactory to the Compensation Committee, and continued
compliance with the terms of Paragraph 8 hereunder. Executive shall not be
entitled to receive any other severance or other compensation or payments,
including any Bonus which has not been paid as of the termination date other
than the


                                       -5-
<PAGE>

Bonus provided for in clause (i) or (ii) of the preceding sentence, by reason of
the termination of Executive's employment. The refusal of the Company to extend
the employment of Executive beyond the Initial Term or any renewal thereof
(other than for Cause, or Executive's death or Disability) pursuant to Paragraph
5 shall be deemed a termination by the Company without Cause for purposes of
determining severance pursuant to this Paragraph 7(b). In addition, for a period
of twelve (12) months following termination of Executive's employment, Executive
and his spouse and dependents shall be entitled to continue to be covered by all
group medical insurance arrangements in which Executive was a participant as of
the date of such termination, at the same coverage level and on the same terms
and conditions which apply to then active employees of the Company, until
Executive commences a new employment or otherwise obtains coverage under another
group medical plan, which coverage does not contain any pre-existing condition
exclusions or limitations. At the termination of the benefits coverage under the
preceding sentence, Executive and his spouse and dependents shall be entitled to
continuation coverage pursuant to Section 4980B of the Internal Revenue Code of
1986, as amended, Sections 601-608 of the Employee Retirement Income Security
Act of 1974, as amended, and under any other applicable law, to the extent
required by such laws, determined on the basis of the date of Executive's
termination of employment hereunder and reducing the period of such continuation
coverage (to the extent permitted by such laws) by the period of coverage
provided under the preceding sentence.

                  c.       Payments in the Event of Disability. Prior to the
termination of Executive's employment pursuant to Paragraph 6(a) of this
Agreement, during any period that Executive fails to perform his full-time
duties with the Company as a result of incapacity due to physical or mental
illness, he shall continue to receive his Base Salary, Bonus and other benefits
provided hereunder, less the amount of any disability benefits received by
Executive during such period under any disability plan or program sponsored by
the Company (whether the premium or other cost therefor is paid by the Company
or by Executive), until Executive's employment hereunder is terminated pursuant
to Paragraph 6(a). Thereafter, Executive's benefits shall be determined under
the Company's retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such programs.

                  d.       Effect of Change in Control. In the event of a Change
in Control (as defined below) while Executive is still employed by the Company,
all options granted to Executive under the 2003 Equity Plan or otherwise and
then held by Executive shall become fully vested. In the event that (A) a Change
in Control occurs before the first anniversary of the Effective Date, and (B)
Executive's employment is terminated by Executive for Good Reason pursuant to
Paragraph 6(c) or by the Company without Cause pursuant to Paragraph 6(d) upon
or within six (6) months following such Change in Control, Executive shall be
entitled to the payments set forth in either of the following clauses (i) or
(ii), in addition to the payments Executive is otherwise entitled to under
Paragraph 7(b): (i) if the Aggregate Consideration (as defined below) payable to
the Company or the stockholders, as the case may be, in the Change in Control
transaction is less than or equal to $100 million (the "Threshold Level"),
Executive shall be entitled to receive one (1) year of Base Salary in addition
to the one (1) year Base Salary payable as severance under the first sentence of
Paragraph 7(b), or (ii) if the Aggregate Consideration payable to the Company or
its stockholders, as the case may be, in the Change in Control transaction is
greater than the Threshold Level, Executive shall be entitled to receive


                                       -6-
<PAGE>

such additional severance payments, if any, as would be necessary to cause the
total realizable value that Executive is entitled to receive in connection with
the Change in Control (which is deemed to be the sum of additional payments of
severance under (i) of this sentence plus the value (as defined below) of
Executive's stock options granted hereunder as of the date of such Change in
Control) to be no less than the total realizable value he would have been
entitled to receive if the Aggregate Consideration payable to the Company or its
stockholders in the Change in Control transaction was equal to the Threshold
Level. Any additional severance payments to be made pursuant to this Paragraph
7(d) shall be payable in accordance with the Company's regular payroll
procedures and subject to Executive's execution of a release, in a form
satisfactory to the Compensation Committee, and continued compliance with the
terms of Paragraph 8 hereunder.

                  For purposes of this Agreement, a "Change in Control" shall
mean the occurrence of any of the following: (i) the Company consolidates with,
or merges with or into another corporation or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its
assets to any person, or any corporation consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in which the
outstanding voting stock of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction where (A) the
outstanding voting stock of the Company is changed into or exchanged for (x)
voting stock of the surviving or transferee corporation or (y) cash, securities
(whether or not including voting stock) or other property, and (B) all or any
holders of the voting stock of the Company immediately prior to such transaction
own, directly or indirectly, in the aggregate not less than 50% of the voting
power of the voting stock of the surviving corporation immediately after such
transaction or (ii) the Company is liquidated or dissolved or adopts a plan of
liquidation; provided, however, that a Change in Control shall not include any
going private or leveraged buy-out transaction which is sponsored by Executive
or in which Executive acquires an equity interest materially in excess of his
equity interest in the Company immediately prior to such transaction (the events
described in (i) or (ii) above being referred to herein as a "Change in
Control").

                  For purposes of this Agreement, "Aggregate Consideration"
shall mean the aggregate amount of cash and the fair market value (on the date
of transfer) of securities (whether debt or equity) or assets receivable by the
Company or its stockholders, as the case may be, in connection with the Change
in Control transaction (but excluding the value of any agreement with a
shareholder for the performance of future services, and any indebtedness or
other liabilities of the Company assumed or otherwise paid by the acquirer in
connection with such transaction). For purposes of this Paragraph 7(d), the
value of Executive's stock options shall be equal to the product of (i) an
amount calculated as the per share Aggregate Consideration (determined by
including as outstanding the number of shares subject to outstanding stock
options issued by the Company) reduced by the per share exercise price under the
respective option, multiplied by (ii) the number of shares subject to the
respective option.

                  For purposes of this Paragraph 7(d), clause (i) of the
definition of "Good Reason" set forth in Paragraph 6(c) shall be deemed
substituted in its entirety by the following: (i) without Executive's express
written consent, (A) the assignment to Executive of any material new duties or
responsibilities substantially inconsistent in character with Executive's duties
and


                                       -7-
<PAGE>

responsibilities within the Company immediately prior to a Change in Control,
(B) any substantial adverse change in Executive's material duties and
responsibilities as in effect immediately prior to a Change in Control, (C) any
removal of Executive from or any failure to re-elect Executive to any director
position of the Company, (D) a change in the annual or long term incentive plan
in which Executive currently participates such that Executive's opportunity to
earn incentive compensation is materially impaired, (E) a material reduction in
the aggregate value of Company perquisites made available to Executive, (F) an
elimination or material impairment of Executive's ability to participate in
retirement plans comparable to those in which Executive currently participates,
or (G) a substantial increase in Executive's obligation to engage in overseas
travel on the Company's business over Executive's present overseas business
travel obligations.

         8.       Confidentiality, Non-Solicitation and Non-Competition.

                  a.       During the Term and thereafter, Executive shall not,
except as may be required to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly, any
Confidential Information. For purposes of this Agreement, "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients, customers and employees that is not
available to the general public and that was learned by Executive in the course
of his employment by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, client and customer
lists, information regarding other employees of the Company, and all papers,
resumes, records (including computer records) and the documents containing such
Confidential Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company,
and that such information gives the Company a competitive advantage. Upon the
termination of his employment for any reason whatsoever, Executive shall
promptly deliver to the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.

                  b.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly in any manner or capacity (e.g., as
an advisor, principal, agent, partner, officer, director, shareholder, employee,
member of any association or otherwise) engage in, work for, consult, provide
advice or assistance or otherwise participate in any activity that competes with
the Company in the business of temporary staffing, direct placement, managed
staffing services or IT consulting in any of the following jurisdictions (it
being agreed that the Company maintains business operations in each of such
jurisdictions): Alabama, Arizona, California, Colorado, the District of
Columbia, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania,
Rhode Island, South Carolina, Texas, Utah, Virginia, and Washington. Executive
further agrees that during such period he will not assist or encourage any other
person in carrying out any activity that would be prohibited by the foregoing
provisions of this Paragraph 8 if such activity were carried out by Executive
and, in particular, Executive agrees that he will not induce any employee of the
Company to carry out any such activity; provided, however, that the "beneficial
ownership" by Executive, either individually or as a member of a "group," as
such terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange


                                       -8-
<PAGE>

Act of 1934, as amended, of less than 2% of the voting stock of any publicly
held corporation shall not be a violation of this Agreement. It is further
expressly agreed that the Company will or would suffer irreparable injury if
Executive were to compete with the Company or any subsidiary or affiliate of the
Company in violation of this Agreement and that the Company would by reason of
such competition be entitled to injunctive relief in a court of appropriate
jurisdiction, and Executive further consents and stipulates to the entry of such
injunctive relief in such a court prohibiting Executive from competing with the
Company or any subsidiary or affiliate of the Company in violation of this
Agreement.

                  c.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Company or any of its subsidiaries or affiliates,
to divert their business to any competitor of the Company.

                  d.       Executive recognizes that he will possess
confidential information about other employees of the Company relating to their
education, experience, skills, abilities, compensation and benefits, and
interpersonal relationships with customers of the Company. Executive recognizes
that the information he will possess about these other employees is not
generally known, is of substantial value to the Company in developing its
business and in securing and retaining customers, and will be acquired by him
because of his business position with the Company. Executive agrees that, during
the Term, and for a period of two (2) years thereafter, he will not, directly or
indirectly, solicit or recruit any employee of the Company for the purpose of
being employed by his or by any competitor of the Company on whose behalf he is
acting as an agent, representative or employee.

                  e.       Executive acknowledges that he was informed of the
time, territory, scope and other essential requirements of the restrictions in
this Paragraph 8 when he agreed to become employed with the Company under the
terms set forth in this Agreement, and Executive further acknowledges that he
has received sufficient and valuable consideration for his agreement to such
restrictions.

         9.       Waiver. The failure of a party to enforce any term, provision,
or condition of this Agreement at any time or times shall not be deemed a waiver
of that term, provision, or condition for the future, nor shall any specific
waiver of a term, provision, or condition at one time be deemed a waiver of such
term, provision, or condition for any future time or times.

         10.      Governing Law; Jurisdiction; No Jury Trial. This Agreement
shall be governed and construed in accordance with the laws of the State of
North Carolina without giving effect to principles of conflicts of law. Each
party hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Mecklenburg County, State of North Carolina, for the
adjudication of any dispute hereunder (except as hereinafter provided). EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO
THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE
OR AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE


                                       -9-
<PAGE>

THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the foregoing
jury trial waiver is not enforceable at the time of any dispute hereunder, then
such dispute shall be resolved by binding arbitration in accordance with the
then current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Such arbitration, if necessary, shall be
convened in the City of Charlotte, State of North Carolina. Notwithstanding any
other provision hereof, the Company shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to prevent any
continuation of any violation of the provisions of Paragraph 8 of this
Agreement, and Executive consents that such restraining order or injunction may
be granted without the necessity of the Company's posting any bond, except to
the extent otherwise required by applicable law.

         11.      Tax Withholding. The Company shall withhold from any amounts
payable under this Agreement such federal, state and local income and employment
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.

         12.      Paragraph Headings. Paragraph headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

         13.      Severability. Each provision of this Agreement is intended to
be severable. If any provision of this Agreement or any portion thereof is
declared invalid, illegal, or incapable of being enforced by any court of
competent jurisdiction, the remainder of such provisions and all of the
remaining provisions of this Agreement shall continue in full force and effect.

         14.      Integrated Agreement, Amendments. Except for stock option
agreements and the terms of the 2003 Equity Plan, this Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations, including without
limitation the employment letter agreement between the Company and Executive
dated December 20, 2000. This Agreement can only be changed or modified pursuant
to a written instrument duly executed by each of the parties hereto.

         15.      Interpretation, Counterparts. No provision of this Agreement
is to be interpreted for or against any party because that party drafted such
provision. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same instrument.

         16.      Assignment. The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint venture in which
the Company has an interest, or any successor (whether by merger, consolidation,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company and this Agreement shall be binding upon and inure to
the benefit of such successors and assigns. Executive may not sell, transfer,
assign, or pledge any of his rights or interests pursuant to this Agreement.


                                      -10-
<PAGE>

         17.      Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:

                 If to Executive:

                 Larry L. Enterline
                 11907 James Jack Lane
                 Charlotte, NC 28277
                 Tel: (704) 540-2841

                 If to the Company:

                 Personnel Group of America, Inc.
                 2709 Water Ridge Parkway
                 2nd Floor
                 Charlotte, North Carolina 28217-4538
                 Attention: Board of Directors
                 Facsimile: (704) 442-5137

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.


            [The Remainder of This Page is Intentionally Left Blank]


                                      -11-
<PAGE>

                  IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the date first above written.

                                              PERSONNEL GROUP OF AMERICA, INC.


                                              By:   /s/ James C. Hunt
                                                    ---------------------------
                                                    Name:  James C. Hunt
                                                    Title: President

                                              /s/ Larry L. Enterline
                                              ---------------------------------
                                              Larry L. Enterline


                                      -12-





                             [Employment Agreement]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11
<SEQUENCE>10
<FILENAME>g82123exv99w11.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 04/14/2003 J. HUNT
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.11


                              EMPLOYMENT AGREEMENT

                  This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this
14th day of April, 2003, by and between James C. Hunt ("Executive") and
Personnel Group of America, Inc. (the "Company").

                              W I T N E S S E T H:

                  WHEREAS, the Company desires to continue to employ Executive,
and Executive desires to continue such employment, under the terms and
conditions of this Agreement.

                  NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

         1.       Employment. The Company hereby continues to employ Executive,
and Executive hereby accepts such continued employment, as President and Chief
Financial Officer of the Company under the terms and conditions set forth
herein.

         2.       Duties. During the Term (as defined below), Executive shall
use his best efforts, skill and ability to perform the duties and services
customarily incident to such offices and position and such other services as may
be assigned to him from time to time by the Chief Executive Officer or Board of
Directors (the "Board") of the Company. Executive shall (i) devote his full
business time, attention and energies to the business of the Company and (ii)
faithfully and competently serve the Company and perform his duties and
responsibilities hereunder, provided, however that Executive may engage in other
activities, such as activities involving professional, charitable, educational,
religious and similar types of organizations, speaking engagements, memberships
on the boards of directors of other organizations (as the Board may from time to
time agree to, it being understood that the Board shall be deemed to have agreed
to any memberships on boards of directors of other organizations existing on the
date hereof and disclosed to the Company), and similar types of activities to
the extent that such other activities do not inhibit or prohibit the performance
of Executive's duties under this Agreement, or conflict in any material way with
the business of the Company and its subsidiaries.

         3.       Compensation and Related Matters. As full compensation for
Executive's performance of his duties and services hereunder during the Term,
the Company shall pay Executive the compensation and provide the benefits set
forth below:

                  a.       Base Salary. The Company shall pay Executive an
annual salary of $300,000 ("Base Salary"), less applicable withholding and other
deductions, payable in accordance with the Company's then current payroll
practices.


<PAGE>

                  b.       Performance Bonus. In addition to the compensation
otherwise payable pursuant to this Agreement, Executive shall be eligible to
receive an annual performance bonus (the "Bonus"), determined by the
Compensation Committee of the Board (the "Compensation Committee") for each
fiscal year during the Term equal to 30% of Base Salary at "Target" award levels
(as defined below) and up to 90% of Base Salary at "Maximum" award levels (as
defined below). Any Bonus awarded under this Agreement to Executive shall be
determined as follows: (i) 70% of the Bonus (the "EBITDA Bonus Award") shall be
based upon the achievement of the Target EBITDA (as defined below) for such year
and (ii) 30% of the Bonus (the "Discretionary Bonus Award") shall be awarded on
the basis of other criteria, as determined by the Compensation Committee, in its
sole discretion.

                  For purposes of determining Executive's Bonus, "Target" shall
mean (i) with respect to the EBITDA Bonus Award, achievement of the annual
target earnings before interest, taxes, depreciation and amortization of the
Company ("Target EBITDA") established by the Compensation Committee in its sole
discretion, and (ii) with respect to the Discretionary Bonus Award, achievement
of other criteria as determined by the Compensation Committee in its sole
discretion. For the purposes of determining Executive's Bonus, "Maximum" shall
mean (i) with respect to the EBITDA Bonus Award, 140% of Target EBITDA, and (ii)
with respect to the Discretionary Bonus Award, achievement of other criteria as
determined by the Compensation Committee in its sole discretion.

                  In addition, with respect to the EBITDA Bonus Award, Executive
shall be entitled to earn an EBITDA Bonus Award if the Company achieves at least
90% of Target EBITDA; provided, that Executive shall not be entitled to any
EBITDA Bonus Award unless the Company achieves at least 90% of Target EBITDA. If
the Company achieves between (and including) 90% of Target EBITDA and 100% of
Target EBITDA, Executive shall be entitled to an EBITDA Bonus Award equal to
1.909% (70% of 2.727%) of Executive's Base Salary for each 1% above 89% of
Target EBITDA that is achieved. For example, if 92% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to 5.727%
of Base Salary, calculated as follows:


<TABLE>
                 <S>                                                                           <C>
                 Total Bonus potential sharing above 89% per point                             2.727%
                 EBITDA Bonus Award percentage of Total Bonus                                   X 70%
                                                                                               -----
                          EBITDA Bonus Award per point over 89% of Target                      1.909%

                 Points over 89% of Target EBITDA                                                X 3
                                                                                               -----
                          EBITDA Bonus Award at 92% of Target                                  5.727%
                                                                                               =====
</TABLE>

                  If more than 100% but less than 140% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to (i) 21%
of Base Salary, plus (ii) 1.05% (70% of 1.5%) of Executive's Base Salary for
each 1% above 100% of Target EBITDA that is achieved. In no event shall the
total amount of EBITDA Bonus Award exceed 63% of Executive's Base Salary.


                                      -2-
<PAGE>

                  For the fiscal year ended December 28, 2003, the Target EBITDA
shall be set at $20.7 million. For the remaining Term, the Target EBITDA for any
fiscal year shall be set during the first quarter of that year by the
Compensation Committee in its sole discretion.

                  c.       Stock Options. Executive shall be eligible to be
granted stock options pursuant to the 2003 Equity Incentive Plan of Personnel
Group of America, Inc. (the "2003 Equity Plan") during the Term. The Company
hereby agrees that on the Effective Date, Executive shall be granted a stock
option to purchase 2,000,000 shares of the Company's common stock for an
exercise price of $0.3121 per share and a stock option to purchase 985,000
shares of the Company's common stock for an exercise price of $0.4681 per share.
Notwithstanding any other provision of the 2003 Equity Plan to the contrary, the
stock options granted to Executive hereunder shall vest on a monthly basis pro
rata over four years, at the end of each month which begins after the date of
grant of the respective option, provided, that Executive is still employed by
the Company on the applicable vesting date; and provided, further, that (i) if
Executive's employment hereunder is terminated by the Company without Cause (as
defined below) prior to the first anniversary of the option grant date, then 25%
of the total number of options Executive is granted as of the Effective Date
shall become vested, and (ii) if Executive's employment hereunder is terminated
by the Company without Cause (as defined below), the exercise period with
respect to any options granted to Executive under the 2003 Equity Plan or
otherwise and then held by Executive and which are then vested shall be extended
for a period of one (1) year following the date of such termination (but in no
event beyond the original expiration date of the respective option).

                  d.       Other Benefits. During the Term, Executive shall be
eligible to participate in the benefits that the Company generally provides to
its similarly situated senior executive employees, such as medical, life and
long-term disability insurance and retirement benefits, upon the same terms and
conditions that the Company generally makes such benefits available to its
similarly situated senior executive employees and Executive shall be entitled to
receive such other fringe benefits as may be granted to him from time to time by
the Company.

                  e.       Vacation. During the Term, Executive shall be allowed
26 days of paid vacation per calendar year, which shall be accrued in accordance
with the Company's vacation policies.

         4.       Expenses. During the Term, the Company shall reimburse
Executive for documented reasonable and necessary business expenses incurred on
the Company's behalf in performing Executive's duties and promoting the business
of the Company, including reasonable entertainment expenses, travel and lodging
expenses in accordance with the Company's business expense reimbursement
policies.

         5.       Term. The term of this Agreement shall commence on April 14,
2003 (the "Effective Date") and shall continue until the second anniversary
thereof (the "Initial Term"), unless earlier terminated pursuant to the
provisions of Paragraph 6. Upon the expiration of the Initial Term, this
Agreement shall automatically extend for successive one (1) year extension
periods (subject to the provisions of Paragraph 6), unless terminated by either
party by written notice to that effect not less than three (3) months prior to
the expiration of the Initial Term or


                                      -3-
<PAGE>

the then effective extension period, as the case may be. The Initial Term and
any extension periods are referred to herein collectively as the "Term."

         6.       Termination. Executive's employment hereunder shall terminate
prior to the expiration of the Term on the earlier to occur of any of the
following events:

                  a.       Termination in Event of Disability. By the Company
immediately upon Executive's death or upon ten (10) days' prior written notice
from the Company to Executive after a determination of Disability by the Board
or a physician's certification of Disability of Executive as hereinafter
described. For purposes of this Agreement, "Disability" shall mean the
incapacity of Executive, by reason of a mental or physical disability to perform
his material duties hereunder, for a period of 120 consecutive days or 180
non-consecutive days during any twelve (12) month-period, as reasonably
determined by the Board or as certified by a qualified physician selected by the
Board, which certification may be made before the expiration of such 120
consecutive days or 180 non-consecutive days on the basis of such physician's
determination of Executive's incapacity.

                  b.       Termination For Cause. By the Company for Cause,
immediately upon the Company's delivery of written notice of termination to
Executive. For purposes of this Agreement, "Cause" shall mean:

                           (i)      Executive's commission of an act
                  constituting a breach of fiduciary duty, gross negligence or
                  willful misconduct;

                           (ii)     Executive's engagement in conduct which
                  violates the Company's then existing internal policies or
                  procedures and which is detrimental to the business,
                  reputation, character or standing of the Company or any of its
                  affiliates;

                           (iii)    Executive's commission of an act of fraud,
                  dishonesty or misrepresentation that is detrimental to the
                  business, reputation, character or standing of the Company or
                  any of its affiliates;

                           (iv)     Executive's commission of an act
                  constituting a misdemeanor involving moral turpitude or a
                  felony under the laws of the United States or any state or
                  political subdivision thereof;

                           (v)      Executive's engagement in a conflict of
                  interest or self-dealing with respect to the Company that is
                  not approved in advance by the Board or a committee thereof;
                  or

                           (vi)     after notice by the Company and a reasonable
                  opportunity to cure, Executive's material breach of his
                  obligations as set forth in this Agreement or his material
                  failure to satisfactorily perform his duties and
                  responsibilities hereunder.

                  c.       Termination For Good Reason. By Executive for Good
Reason and upon at least sixty (60) days' prior written notice of termination to
the Company. For purposes of this


                                      -4-
<PAGE>

Agreement, "Good Reason" shall mean, without the express written consent of
Executive, the occurrence of any of the following:

                           (i)      a material breach by the Company of any
                  material provision of this Agreement, including the assignment
                  to Executive of any duties inconsistent in any material
                  respect with Executive's position in the Company or a material
                  adverse alteration in the nature or status of Executive's
                  responsibilities; or

                           (ii)     the Company's requiring Executive to be
                  based anywhere other than within 50 miles of where he
                  currently works and resides;

provided, however, that in the event of a breach or circumstance pursuant to
clauses (i) or (ii) above, Good Reason shall not exist unless Executive provides
written notice to the Company of his intention to terminate this Agreement,
which notice shall identify in reasonable detail the basis therefor and be
delivered within thirty (30) days after the event or circumstances providing
such basis and the Company shall fail to cure such condition within thirty (30)
days following the delivery of the written notice, provided, further that if
such events cannot be reasonably cured within thirty (30) days and the Company
commences reasonable steps within said thirty (30) day period to cure such
breach and diligently continues such steps thereafter, the cure period shall be
extended for an additional thirty (30) day period.

                  d.       Termination Without Cause. At any time by the
Company, without Cause or for any reason, upon at least three (3) months' prior
written notice of termination to Executive.

                  e.       Termination Without Good Reason. At any time by
Executive, without Good Reason or for any reason, upon at least three (3)
months' prior written notice of termination to the Company.

         7.       a.       Compensation Upon Termination for Cause and Certain
Other Events. In the event that Executive's employment is terminated pursuant to
Paragraphs 6(b) or 6(e) above, he will not be entitled to any compensation other
than: (i) any accrued but unpaid Base Salary, (ii) any reimbursement owed to him
by the Company in accordance with Paragraph 4 and (iii) any other or additional
benefits in accordance with the plans and programs of the Company referred to in
Paragraph 3(d); in each case only through the date of termination of Executive's
employment hereunder. All payments required to be made by the Company to
Executive pursuant to this Paragraph 7(a) shall be paid on a regular basis in
accordance with the Company's normal payroll procedures and policies and subject
to withholding and deductions pursuant to Paragraph 11.

                  b.       Severance Upon Certain Events of Termination. In the
event that Executive's employment is terminated pursuant to Paragraphs 6(c) or
6(d) above, in addition to, but not in duplication of, the benefits set forth in
Paragraph 7(a), Executive shall be entitled to receive (i) for a period of two
(2) years commencing on the effective date of such termination, Executive's Base
Salary, at the rate as then in effect, and (ii) a prorated bonus for the fiscal
year in which the effective date of termination occurs, such prorated bonus
award to be determined by multiplying (x) the EBITDA Bonus Award for such fiscal
year as determined in accordance with Section 3(b) by (y) a fraction the
numerator of which is the number of days in the fiscal year of


                                      -5-
<PAGE>

termination that precede the effective date of termination and the denominator
of which is the total number of days in such fiscal year, payable in each case
of clauses (i) and (ii) above in accordance with the Company's regular payroll
and executive bonus payment procedures, as applicable, and subject to
Executive's execution of a release, in a form satisfactory to the Compensation
Committee, and continued compliance with the terms of Paragraph 8 hereunder.
Executive shall not be entitled to receive any other severance or other
compensation or payments, including any Bonus which has not been paid as of the
termination date other than the Bonus provided for in clause (ii) of the
preceding sentence, by reason of the termination of Executive's employment. The
refusal of the Company to extend the employment of Executive beyond the Initial
Term or any renewal thereof (other than for Cause, or Executive's death or
Disability) pursuant to Paragraph 5 shall be deemed a termination by the Company
without Cause for purposes of determining severance pursuant to this Paragraph
7(b). In addition, for a period of eighteen (18) months following termination of
Executive's employment, Executive and his spouse and dependents shall be
entitled to continue to be covered by all group medical insurance arrangements
in which Executive was a participant as of the date of such termination, at the
same coverage level and on the same terms and conditions which apply to then
active employees of the Company, until Executive commences a new employment or
otherwise obtains coverage under another group medical plan, which coverage does
not contain any pre-existing condition exclusions or limitations. At the
termination of the benefits coverage under the preceding sentence, Executive and
his spouse and dependents shall be entitled to continuation coverage pursuant to
Section 4980B of the Internal Revenue Code of 1986, as amended, Sections 601-608
of the Employee Retirement Income Security Act of 1974, as amended, and under
any other applicable law, to the extent required by such laws, determined on the
basis of the date of Executive's termination of employment hereunder and
reducing the period of such continuation coverage (to the extent permitted by
such laws) by the period of coverage provided under the preceding sentence.

                  c.       Payments in the Event of Disability. Prior to the
termination of Executive's employment pursuant to Paragraph 6(a) of this
Agreement, during any period that Executive fails to perform his full-time
duties with the Company as a result of incapacity due to physical or mental
illness, he shall continue to receive his Base Salary, Bonus and other benefits
provided hereunder, less the amount of any disability benefits received by
Executive during such period under any disability plan or program sponsored by
the Company (whether the premium or other cost therefor is paid by the Company
or by Executive), until Executive's employment hereunder is terminated pursuant
to Paragraph 6(a). Thereafter, Executive's benefits shall be determined under
the Company's retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such programs.

                  d.       Effect of Change in Control. In the event of a Change
in Control (as defined below) while Executive is still employed by the Company,
all options granted to Executive under the 2003 Equity Plan or otherwise and
then held by Executive shall become fully vested. For purposes of this
Agreement, a Change in Control shall mean the occurrence of any of the
following: (i) the Company consolidates with, or merges with or into another
corporation or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any person, or any corporation
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which the outstanding voting


                                      -6-
<PAGE>

stock of the Company is changed into or exchanged for cash, securities or other
property, other than any such transaction where (A) the outstanding voting stock
of the Company is changed into or exchanged for (x) voting stock of the
surviving or transferee corporation or (y) cash, securities (whether or not
including voting stock) or other property, and (B) all or any holders of the
voting stock of the Company immediately prior to such transaction own, directly
or indirectly, in the aggregate not less than 50% of the voting power of the
voting stock of the surviving corporation immediately after such transaction or
(ii) the Company is liquidated or dissolved or adopts a plan of liquidation;
provided, however, that a Change in Control shall not include any going private
or leveraged buy-out transaction which is sponsored by Executive or in which
Executive acquires an equity interest materially in excess of his equity
interest in the Company immediately prior to such transaction (the events
described in (i) or (ii) above being referred to herein as a "Change in
Control").

         8.       Confidentiality, Non-Solicitation and Non-Competition.

                  a.       During the Term and thereafter, Executive shall not,
except as may be required to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly, any
Confidential Information. For purposes of this Agreement, "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients, customers and employees that is not
available to the general public and that was learned by Executive in the course
of his employment by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, client and customer
lists, information regarding other employees of the Company, and all papers,
resumes, records (including computer records) and the documents containing such
Confidential Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company,
and that such information gives the Company a competitive advantage. Upon the
termination of his employment for any reason whatsoever, Executive shall
promptly deliver to the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.

                  b.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly in any manner or capacity (e.g., as
an advisor, principal, agent, partner, officer, director, shareholder, employee,
member of any association or otherwise) engage in, work for, consult, provide
advice or assistance or otherwise participate in any activity that competes with
the Company in the business of temporary staffing, direct placement, managed
staffing services or IT consulting in any of the following jurisdictions (it
being agreed that the Company maintains business operations in each of such
jurisdictions): Alabama, Arizona, California, Colorado, the District of
Columbia, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania,
Rhode Island, South Carolina, Texas, Utah, Virginia, and Washington. Executive
further agrees that during such period he will not assist or encourage any other
person in carrying out any activity that would be prohibited by the foregoing
provisions of this Paragraph 8 if such activity were carried out by Executive
and, in particular, Executive agrees that he will not induce any employee of the
Company to carry out any such activity; provided, however, that the "beneficial
ownership" by Executive, either individually or as a member of a "group," as
such


                                      -7-
<PAGE>

terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, of less than 2% of the voting stock
of any publicly held corporation shall not be a violation of this Agreement. It
is further expressly agreed that the Company will or would suffer irreparable
injury if Executive were to compete with the Company or any subsidiary or
affiliate of the Company in violation of this Agreement and that the Company
would by reason of such competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and Executive further consents and stipulates to
the entry of such injunctive relief in such a court prohibiting Executive from
competing with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement.

                  c.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Company or any of its subsidiaries or affiliates,
to divert their business to any competitor of the Company.

                  d.       Executive recognizes that he will possess
confidential information about other employees of the Company relating to their
education, experience, skills, abilities, compensation and benefits, and
interpersonal relationships with customers of the Company. Executive recognizes
that the information he will possess about these other employees is not
generally known, is of substantial value to the Company in developing its
business and in securing and retaining customers, and will be acquired by him
because of his business position with the Company. Executive agrees that, during
the Term, and for a period of two (2) years thereafter, he will not, directly or
indirectly, solicit or recruit any employee of the Company for the purpose of
being employed by his or by any competitor of the Company on whose behalf he is
acting as an agent, representative or employee.

                  e.       Executive acknowledges that he was informed of the
time, territory, scope and other essential requirements of the restrictions in
this Paragraph 8 when he agreed to become employed with the Company under the
terms set forth in this Agreement, and Executive further acknowledges that he
has received sufficient and valuable consideration for his agreement to such
restrictions.

         9.       Waiver. The failure of a party to enforce any term, provision,
or condition of this Agreement at any time or times shall not be deemed a waiver
of that term, provision, or condition for the future, nor shall any specific
waiver of a term, provision, or condition at one time be deemed a waiver of such
term, provision, or condition for any future time or times.

         10.      Governing Law; Jurisdiction; No Jury Trial. This Agreement
shall be governed and construed in accordance with the laws of the State of
North Carolina without giving effect to principles of conflicts of law. Each
party hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Mecklenburg County, State of North Carolina, for the
adjudication of any dispute hereunder (except as hereinafter provided). EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO
THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE
OR AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH


                                      -8-
<PAGE>

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS IN THIS SECTION. If, for any reason, the foregoing jury trial waiver is
not enforceable at the time of any dispute hereunder, then such dispute shall be
resolved by binding arbitration in accordance with the then current National
Rules for the Resolution of Employment Disputes of the American Arbitration
Association. Such arbitration, if necessary, shall be convened in the City of
Charlotte, State of North Carolina. Notwithstanding any other provision hereof,
the Company shall be entitled to seek a restraining order or injunction in any
court of competent jurisdiction to prevent any continuation of any violation of
the provisions of Paragraph 8 of this Agreement, and Executive consents that
such restraining order or injunction may be granted without the necessity of the
Company's posting any bond, except to the extent otherwise required by
applicable law.

         11.      Tax Withholding. The Company shall withhold from any amounts
payable under this Agreement such federal, state and local income and employment
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.

         12.      Paragraph Headings. Paragraph headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

         13.      Severability. Each provision of this Agreement is intended to
be severable. If any provision of this Agreement or any portion thereof is
declared invalid, illegal, or incapable of being enforced by any court of
competent jurisdiction, the remainder of such provisions and all of the
remaining provisions of this Agreement shall continue in full force and effect.

         14.      Integrated Agreement, Amendments. Except for stock option
agreements and the terms of the 2003 Equity Plan, this Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations, including without
limitation the Employment Agreement between the Company and Executive dated
January 2, 1997. This Agreement can only be changed or modified pursuant to a
written instrument duly executed by each of the parties hereto.

         15.      Interpretation, Counterparts. No provision of this Agreement
is to be interpreted for or against any party because that party drafted such
provision. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same instrument.

         16.      Assignment. The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint venture in which
the Company has an interest, or any successor (whether by merger, consolidation,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company and this Agreement shall be binding upon and



                                      -9-
<PAGE>

inure to the benefit of such successors and assigns. Executive may not sell,
transfer, assign, or pledge any of his rights or interests pursuant to this
Agreement.

         17.      Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:

                 If to Executive:

                 James C. Hunt
                 3518 Bellevue Lane
                 Charlotte, NC 28226
                 Tel:  (704) 543-6031

                 If to the Company:

                 Personnel Group of America, Inc.
                 2709 Water Ridge Parkway
                 2nd Floor
                 Charlotte, North Carolina 28217-4538
                 Attention: Board of Directors
                 With Copy to: Chief Executive Officer
                 Facsimile:  (704) 442-5137

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.



            [The Remainder of This Page is Intentionally Left Blank]



                                      -10-
<PAGE>


                  IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the date first above written.

                                            PERSONNEL GROUP OF AMERICA, INC.

                                            By:   /s/ Larry L. Enterline
                                                  ------------------------------
                                                  Name:  Larry L. Enterline
                                                  Title: Chief Executive Officer


                                            /s/ James C. Hunt
                                            ------------------------------------
                                            James C. Hunt


                                      -11-



                             [Employment Agreement]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>11
<FILENAME>g82123exv99w12.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 04/14/2003 M. BARKER
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.12


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th
day of April, 2003, by and between Michael H. Barker ("Executive") and
Personnel Group of America, Inc. (the "Company").

                                  WITNESSETH:

         WHEREAS, the Company desires to continue to employ Executive, and
Executive desires to continue such employment, under the terms and conditions
of this Agreement.

         NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

         1.     Employment. The Company hereby continues to employ Executive,
and Executive hereby accepts such continued employment, as President of
Division Operations of the Company under the terms and conditions set forth
herein.

         2.     Duties. During the Term (as defined below), Executive shall use
his best efforts, skill and ability to perform the duties and services
customarily incident to such offices and position and such other services as
may be assigned to him from time to time by the Chief Executive Officer or
Board of Directors (the "Board") of the Company. Executive shall (i) devote his
full business time, attention and energies to the business of the Company and
(ii) faithfully and competently serve the Company and perform his duties and
responsibilities hereunder, provided, however that Executive may engage in
other activities, such as activities involving professional, charitable,
educational, religious and similar types of organizations, speaking
engagements, memberships on the boards of directors of other organizations (as
the Board may from time to time agree to, it being understood that the Board
shall be deemed to have agreed to any memberships on boards of directors of
other organizations existing on the date hereof and disclosed to the Company),
and similar types of activities to the extent that such other activities do not
inhibit or prohibit the performance of Executive's duties under this Agreement,
or conflict in any material way with the business of the Company and its
subsidiaries.

         3.     Compensation and Related Matters. As full compensation for
Executive's performance of his duties and services hereunder during the Term,
the Company shall pay Executive the compensation and provide the benefits set
forth below:

                a.      Base Salary. The Company shall pay Executive an annual
salary of $240,000 ("Base Salary"), less applicable withholding and other
deductions, payable in accordance with the Company's then current payroll
practices.



<PAGE>

                b.      Performance Bonus. In addition to the compensation
otherwise payable pursuant to this Agreement, 0Executive shall be eligible to
receive an annual performance bonus (the "Bonus"), determined by the
Compensation Committee of the Board (the "Compensation Committee") for each
fiscal year during the Term equal to 30% of Base Salary at "Target" award
levels (as defined below) and up to 90% of Base Salary at "Maximum" award
levels (as defined below). Any Bonus awarded under this Agreement to Executive
shall be determined as follows: (i) 70% of the Bonus (the "EBITDA Bonus Award")
shall be based upon the achievement of the Target EBITDA (as defined below) for
such year and (ii) 30% of the Bonus (the "Discretionary Bonus Award") shall be
awarded on the basis of other criteria, as determined by the Compensation
Committee, in its sole discretion.

                For purposes of determining Executive's Bonus, "Target" shall
mean (i) with respect to the EBITDA Bonus Award, achievement of the annual
target earnings before interest, taxes, depreciation and amortization of the
Company ("Target EBITDA") established by the Compensation Committee in its sole
discretion, and (ii) with respect to the Discretionary Bonus Award, achievement
of other criteria as determined by the Compensation Committee in its sole
discretion. For the purposes of determining Executive's Bonus, "Maximum" shall
mean (i) with respect to the EBITDA Bonus Award, 140% of Target EBITDA, and
(ii) with respect to the Discretionary Bonus Award, achievement of other
criteria as determined by the Compensation Committee in its sole discretion.

                In addition, with respect to the EBITDA Bonus Award, Executive
shall be entitled to earn an EBITDA Bonus Award if the Company achieves at
least 90% of Target EBITDA; provided, that Executive shall not be entitled to
any EBITDA Bonus Award unless the Company achieves at least 90% of Target
EBITDA. If the Company achieves between (and including) 90% of Target EBITDA
and 100% of Target EBITDA, Executive shall be entitled to an EBITDA Bonus Award
equal to 1.909% (70% of 2.727%) of Executive's Base Salary for each 1% above
89% of Target EBITDA that is achieved. For example, if 92% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to 5.727%
of Base Salary, calculated as follows:

          Total Bonus potential sharing above 89% per point             2.727%
          EBITDA Bonus Award percentage of Total Bonus                  X  70%
                                                                        -----
             EBITDA Bonus Award per point over 89% of Target            1.909%

          Points over 89% of Target EBITDA                              X   3
                                                                        -----
             EBITDA Bonus Award at 92% of Target                        5.727%
                                                                        =====

                If more than 100% but less than 140% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to (i) 21%
of Base Salary, plus (ii) 1.05% (70% of 1.5%) of Executive's Base Salary for
each 1% above 100% of Target EBITDA that is achieved. In no event shall the
total amount of EBITDA Bonus Award exceed 63% of Executive's Base Salary.



                                      -2-
<PAGE>

                For the fiscal year ended December 28, 2003, the Target EBITDA
shall be set at $20.7 million. For the remaining Term, the Target EBITDA for
any fiscal year shall be set during the first quarter of that year by the
Compensation Committee in its sole discretion.

                c.     Stock Options. Executive shall be eligible to be granted
stock options pursuant to the 2003 Equity Incentive Plan of Personnel Group of
America, Inc. (the "2003 Equity Plan") during the Term. The Company hereby
agrees that on the Effective Date, Executive shall be granted a stock option to
purchase 1,500,000 shares of the Company's common stock for an exercise price
of $0.3121 per share and a stock option to purchase 750,000 shares of the
Company's common stock for an exercise price of $0.4681 per share.
Notwithstanding any other provision of the 2003 Equity Plan to the contrary,
the stock options granted to Executive hereunder shall vest on a monthly basis
pro rata over four years, at the end of each month which begins after the date
of grant of the respective option, provided, that Executive is still employed
by the Company on the applicable vesting date; and provided, further, that (i)
if Executive's employment hereunder is terminated by the Company without Cause
(as defined below) prior to the first anniversary of the option grant date,
then 25% of the total number of options Executive is granted as of the
Effective Date shall become vested, and (ii) if Executive's employment
hereunder is terminated by the Company without Cause (as defined below), the
exercise period with respect to any options granted to Executive under the 2003
Equity Plan or otherwise and then held by Executive and which are then vested
shall be extended for a period of one (1) year following the date of such
termination (but in no event beyond the original expiration date of the
respective option).

                d.      Other Benefits. During the Term, Executive shall be
eligible to participate in the benefits that the Company generally provides to
its similarly situated senior executive employees, such as medical, life and
long-term disability insurance and retirement benefits, upon the same terms and
conditions that the Company generally makes such benefits available to its
similarly situated senior executive employees and Executive shall be entitled
to receive such other fringe benefits as may be granted to him from time to
time by the Company.

                e.      Vacation. During the Term, Executive shall be allowed 26
days of paid vacation per calendar year, which shall be accrued in accordance
with the Company's vacation policies.

         4.     Expenses. During the Term, the Company shall reimburse Executive
for documented reasonable and necessary business expenses incurred on the
Company's behalf in performing Executive's duties and promoting the business of
the Company, including reasonable entertainment expenses, travel and lodging
expenses in accordance with the Company's business expense reimbursement
policies.

         5.     Term. The term of this Agreement shall commence on April 14,
2003 (the "Effective Date") and shall continue until the second anniversary
thereof (the "Initial Term"), unless earlier terminated pursuant to the
provisions of Paragraph 6. Upon the expiration of the Initial Term, this
Agreement shall automatically extend for successive one (1) year extension
periods (subject to the provisions of Paragraph 6), unless terminated by either
party by written notice to that effect not less than three (3) months prior to
the expiration of the Initial Term or




                                      -3-
<PAGE>

the then effective extension period, as the case may be. The Initial Term and
any extension periods are referred to herein collectively as the "Term."

         6.     Termination. Executive's employment hereunder shall terminate
prior to the expiration of the Term on the earlier to occur of any of the
following events:

                a.      Termination in Event of Disability. By the Company
immediately upon Executive's death or upon ten (10) days' prior written notice
from the Company to Executive after a determination of Disability by the Board
or a physician's certification of Disability of Executive as hereinafter
described. For purposes of this Agreement, "Disability" shall mean the
incapacity of Executive, by reason of a mental or physical disability to
perform his material duties hereunder, for a period of 120 consecutive days or
180 non-consecutive days during any twelve (12) month-period, as reasonably
determined by the Board or as certified by a qualified physician selected by
the Board, which certification may be made before the expiration of such 120
consecutive days or 180 non-consecutive days on the basis of such physician's
determination of Executive's incapacity.

                b.      Termination For Cause. By the Company for Cause,
immediately upon the Company's delivery of written notice of termination to
Executive. For purposes of this Agreement, "Cause" shall mean:

                        (i)     Executive's commission of an act constituting a
                breach of fiduciary duty, gross negligence or willful
                misconduct;

                        (ii)    Executive's engagement in conduct which violates
                the Company's then existing internal policies or procedures and
                which is detrimental to the business, reputation, character or
                standing of the Company or any of its affiliates;

                        (iii)   Executive's commission of an act of fraud,
                dishonesty or misrepresentation that is detrimental to the
                business, reputation, character or standing of the Company or
                any of its affiliates;

                        (iv)    Executive's commission of an act constituting a
                misdemeanor involving moral turpitude or a felony under the
                laws of the United States or any state or political subdivision
                thereof;

                        (v)     Executive's engagement in a conflict of interest
                or self-dealing with respect to the Company that is not approved
                in advance by the Board or a committee thereof; or

                        (vi)    after notice by the Company and a reasonable
                opportunity to cure, Executive's material breach of his
                obligations as set forth in this Agreement or his material
                failure to satisfactorily perform his duties and
                responsibilities hereunder.

                c.      Termination For Good Reason. By Executive for Good
Reason and upon at least sixty (60) days' prior written notice of termination
to the Company. For purposes of this




                                      -4-
<PAGE>

Agreement, "Good Reason" shall mean, without the express written consent of
Executive, the occurrence of any of the following:

                        (i)     a material breach by the Company of any material
         provision of this Agreement, including the assignment to Executive of
         any duties inconsistent in any material respect with Executive's
         position in the Company or a material adverse alteration in the nature
         or status of Executive's responsibilities; or

                        (ii)    the Company's requiring Executive to be based
         anywhere other than within 50 miles of where he currently works and
         resides;

provided, however, that in the event of a breach or circumstance pursuant to
clauses (i) or (ii) above, Good Reason shall not exist unless Executive
provides written notice to the Company of his intention to terminate this
Agreement, which notice shall identify in reasonable detail the basis therefor
and be delivered within thirty (30) days after the event or circumstances
providing such basis and the Company shall fail to cure such condition within
thirty (30) days following the delivery of the written notice, provided,
further that if such events cannot be reasonably cured within thirty (30) days
and the Company commences reasonable steps within said thirty (30) day period
to cure such breach and diligently continues such steps thereafter, the cure
period shall be extended for an additional thirty (30) day period.

                d.      Termination Without Cause. At any time by the Company,
without Cause or for any reason, upon at least three (3) months' prior written
notice of termination to Executive.

                e.      Termination Without Good Reason. At any time by
Executive, without Good Reason or for any reason, upon at least three (3)
months' prior written notice of termination to the Company.

         7.     a.      Compensation Upon Termination for Cause and Certain
Other Events. In the event that Executive's employment is terminated pursuant
to Paragraphs 6(b) or 6(e) above, he will not be entitled to any compensation
other than: (i) any accrued but unpaid Base Salary, (ii) any reimbursement owed
to him by the Company in accordance with Paragraph 4 and (iii) any other or
additional benefits in accordance with the plans and programs of the Company
referred to in Paragraph 3(d); in each case only through the date of
termination of Executive's employment hereunder. All payments required to be
made by the Company to Executive pursuant to this Paragraph 7(a) shall be paid
on a regular basis in accordance with the Company's normal payroll procedures
and policies and subject to withholding and deductions pursuant to Paragraph
11.

                b.      Severance Upon Certain Events of Termination. In the
event that Executive's employment is terminated pursuant to Paragraphs 6(c) or
6(d) above, in addition to, but not in duplication of, the benefits set forth
in Paragraph 7(a), Executive shall be entitled to receive (i) for a period of
one (1) year commencing on the effective date of such termination, Executive's
Base Salary, at the rate as then in effect, and (ii) a prorated bonus for the
fiscal year in which the effective date of termination occurs, such prorated
bonus award to be determined by multiplying (x) the EBITDA Bonus Award for such
fiscal year as determined in accordance with Section 3(b) by (y) a fraction the
numerator of which is the number of days in the fiscal year of




                                      -5-
<PAGE>

termination that precede the effective date of termination and the denominator
of which is the total number of days in such fiscal year, payable in each case
of clauses (i) and (ii) above in accordance with the Company's regular payroll
and executive bonus payment procedures, as applicable, and subject to
Executive's execution of a release, in a form satisfactory to the Compensation
Committee, and continued compliance with the terms of Paragraph 8 hereunder.
Executive shall not be entitled to receive any other severance or other
compensation or payments, including any Bonus which has not been paid as of the
termination date other than the Bonus provided for in clause (ii) of the
preceding sentence, by reason of the termination of Executive's employment. The
refusal of the Company to extend the employment of Executive beyond the Initial
Term or any renewal thereof (other than for Cause, or Executive's death or
Disability) pursuant to Paragraph 5 shall be deemed a termination by the
Company without Cause for purposes of determining severance pursuant to this
Paragraph 7(b). In addition, for a period of twelve (12) months following
termination of Executive's employment, Executive and his spouse and dependents
shall be entitled to continue to be covered by all group medical insurance
arrangements in which Executive was a participant as of the date of such
termination, at the same coverage level and on the same terms and conditions
which apply to then active employees of the Company, until Executive commences
a new employment or otherwise obtains coverage under another group medical
plan, which coverage does not contain any pre-existing condition exclusions or
limitations. At the termination of the benefits coverage under the preceding
sentence, Executive and his spouse and dependents shall be entitled to
continuation coverage pursuant to Section 4980B of the Internal Revenue Code of
1986, as amended, Sections 601-608 of the Employee Retirement Income Security
Act of 1974, as amended, and under any other applicable law, to the extent
required by such laws, determined on the basis of the date of Executive's
termination of employment hereunder and reducing the period of such
continuation coverage (to the extent permitted by such laws) by the period of
coverage provided under the preceding sentence.

                c.      Payments in the Event of Disability. Prior to the
termination of Executive's employment pursuant to Paragraph 6(a) of this
Agreement, during any period that Executive fails to perform his full-time
duties with the Company as a result of incapacity due to physical or mental
illness, he shall continue to receive his Base Salary, Bonus and other benefits
provided hereunder, less the amount of any disability benefits received by
Executive during such period under any disability plan or program sponsored by
the Company (whether the premium or other cost therefor is paid by the Company
or by Executive), until Executive's employment hereunder is terminated pursuant
to Paragraph 6(a). Thereafter, Executive's benefits shall be determined under
the Company's retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such programs.

                d.      Effect of Change in Control. In the event of a Change in
Control (as defined below) while Executive is still employed by the Company,
all options granted to Executive under the 2003 Equity Plan or otherwise and
then held by Executive shall become fully vested. For purposes of this
Agreement, a Change in Control shall mean the occurrence of any of the
following: (i) the Company consolidates with, or merges with or into another
corporation or sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any person, or any corporation
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which the outstanding voting



                                      -6-
<PAGE>

stock of the Company is changed into or exchanged for cash, securities or other
property, other than any such transaction where (A) the outstanding voting
stock of the Company is changed into or exchanged for (x) voting stock of the
surviving or transferee corporation or (y) cash, securities (whether or not
including voting stock) or other property, and (B) all or any holders of the
voting stock of the Company immediately prior to such transaction own, directly
or indirectly, in the aggregate not less than 50% of the voting power of the
voting stock of the surviving corporation immediately after such transaction or
(ii) the Company is liquidated or dissolved or adopts a plan of liquidation;
provided, however, that a Change in Control shall not include any going private
or leveraged buy-out transaction which is sponsored by Executive or in which
Executive acquires an equity interest materially in excess of his equity
interest in the Company immediately prior to such transaction (the events
described in (i) or (ii) above being referred to herein as a "Change in
Control").

         8.     Confidentiality, Non-Solicitation and Non-Competition.

                a.      During the Term and thereafter, Executive shall not,
except as may be required to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly, any
Confidential Information. For purposes of this Agreement, "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients, customers and employees that is not
available to the general public and that was learned by Executive in the course
of his employment by the Company, including (without limitation) any
proprietary knowledge, trade secrets, data, formulae, information, client and
customer lists, information regarding other employees of the Company, and all
papers, resumes, records (including computer records) and the documents
containing such Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature and of great value to
the Company, and that such information gives the Company a competitive
advantage. Upon the termination of his employment for any reason whatsoever,
Executive shall promptly deliver to the Company all documents, computer tapes
and disks (and all copies thereof) containing any Confidential Information.

                b.      During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly in any manner or capacity (e.g., as
an advisor, principal, agent, partner, officer, director, shareholder,
employee, member of any association or otherwise) engage in, work for, consult,
provide advice or assistance or otherwise participate in any activity that
competes with the Company in the business of temporary staffing, direct
placement, managed staffing services or IT consulting in any of the following
jurisdictions (it being agreed that the Company maintains business operations
in each of such jurisdictions): Alabama, Arizona, California, Colorado, the
District of Columbia, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts,
Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Oregon,
Pennsylvania, Rhode Island, South Carolina, Texas, Utah, Virginia, and
Washington. Executive further agrees that during such period he will not assist
or encourage any other person in carrying out any activity that would be
prohibited by the foregoing provisions of this Paragraph 8 if such activity
were carried out by Executive and, in particular, Executive agrees that he will
not induce any employee of the Company to carry out any such activity;
provided, however, that the "beneficial ownership" by Executive, either
individually or as a member of a "group," as such





                                      -7-
<PAGE>

terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, of less than 2% of the voting
stock of any publicly held corporation shall not be a violation of this
Agreement. It is further expressly agreed that the Company will or would suffer
irreparable injury if Executive were to compete with the Company or any
subsidiary or affiliate of the Company in violation of this Agreement and that
the Company would by reason of such competition be entitled to injunctive
relief in a court of appropriate jurisdiction, and Executive further consents
and stipulates to the entry of such injunctive relief in such a court
prohibiting Executive from competing with the Company or any subsidiary or
affiliate of the Company in violation of this Agreement.

                c.     During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Company or any of its subsidiaries or affiliates,
to divert their business to any competitor of the Company.

                d.     Executive recognizes that he will possess confidential
information about other employees of the Company relating to their education,
experience, skills, abilities, compensation and benefits, and interpersonal
relationships with customers of the Company. Executive recognizes that the
information he will possess about these other employees is not generally known,
is of substantial value to the Company in developing its business and in
securing and retaining customers, and will be acquired by him because of his
business position with the Company. Executive agrees that, during the Term, and
for a period of two (2) years thereafter, he will not, directly or indirectly,
solicit or recruit any employee of the Company for the purpose of being
employed by his or by any competitor of the Company on whose behalf he is
acting as an agent, representative or employee.

                e.      Executive acknowledges that he was informed of the time,
territory, scope and other essential requirements of the restrictions in this
Paragraph 8 when he agreed to become employed with the Company under the terms
set forth in this Agreement, and Executive further acknowledges that he has
received sufficient and valuable consideration for his agreement to such
restrictions.

         9.     Waiver. The failure of a party to enforce any term, provision,
or condition of this Agreement at any time or times shall not be deemed a
waiver of that term, provision, or condition for the future, nor shall any
specific waiver of a term, provision, or condition at one time be deemed a
waiver of such term, provision, or condition for any future time or times.

         10.    Governing Law; Jurisdiction; No Jury Trial. This Agreement shall
be governed and construed in accordance with the laws of the State of North
Carolina without giving effect to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of the state and federal courts
sitting in Mecklenburg County, State of North Carolina, for the adjudication of
any dispute hereunder (except as hereinafter provided). EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH




                                      -8-
<PAGE>

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the
foregoing jury trial waiver is not enforceable at the time of any dispute
hereunder, then such dispute shall be resolved by binding arbitration in
accordance with the then current National Rules for the Resolution of
Employment Disputes of the American Arbitration Association. Such arbitration,
if necessary, shall be convened in the City of Charlotte, State of North
Carolina. Notwithstanding any other provision hereof, the Company shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
Paragraph 8 of this Agreement, and Executive consents that such restraining
order or injunction may be granted without the necessity of the Company's
posting any bond, except to the extent otherwise required by applicable law.

         11.    Tax Withholding. The Company shall withhold from any amounts
payable under this Agreement such federal, state and local income and
employment taxes as shall be required to be withheld pursuant to any applicable
law or regulation.

         12.    Paragraph Headings. Paragraph headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

         13.    Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement or any portion thereof is
declared invalid, illegal, or incapable of being enforced by any court of
competent jurisdiction, the remainder of such provisions and all of the
remaining provisions of this Agreement shall continue in full force and effect.

         14.    Integrated Agreement, Amendments. Except for stock option
agreements and the terms of the 2003 Equity Plan, this Agreement constitutes
the entire understanding and agreement between the parties hereto with respect
to the subject matter hereof, and supersedes all prior agreements,
understandings, memoranda, term sheets, conversations and negotiations,
including without limitation the Employment Agreement between the Company and
Executive dated January 19, 1998. This Agreement can only be changed or
modified pursuant to a written instrument duly executed by each of the parties
hereto.

         15.    Interpretation, Counterparts. No provision of this Agreement is
to be interpreted for or against any party because that party drafted such
provision. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which shall constitute one and
the same instrument.

         16.    Assignment. The Company may assign this Agreement to any direct
or indirect subsidiary or parent of the Company or joint venture in which the
Company has an interest, or any successor (whether by merger, consolidation,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company and this Agreement shall be binding upon and



                                      -9-
<PAGE>

inure to the benefit of such successors and assigns. Executive may not sell,
transfer, assign, or pledge any of his rights or interests pursuant to this
Agreement.

         17.    Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:


                 If to Executive:

                 Michael H. Barker
                 14367 Nolen Lane
                 Charlotte, NC 28277
                 Tel:  (704) 341-4176

                 If to the Company:

                 Personnel Group of America, Inc.
                 2709 Water Ridge Parkway
                 2nd Floor
                 Charlotte, North Carolina 28217-4538
                 Attention: Board of Directors
                 With Copy to: Chief Executive Officer
                 Facsimile:  (704) 442-5137

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.



            [The Remainder of This Page is Intentionally Left Blank]




                                     -10-
<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first above written.

                                   PERSONNEL GROUP OF AMERICA, INC.


                                    By:  /s/ Larry L. Enterline
                                         ---------------------------------------
                                         Name:  Larry L. Enterline
                                         Title: Chief Executive Officer




                                    /s/ Michael H. Barker
                                    --------------------------------------------
                                    Michael H. Barker



                                     -11-




                             [Employment Agreement]


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>12
<FILENAME>g82123exv99w13.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 04/14/2003 K. BRAMLETT
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.13


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th day
of April, 2003, by and between Kenneth R. Bramlett, Jr. ("Executive") and
Personnel Group of America, Inc. (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to continue to employ Executive, and
Executive desires to continue such employment, under the terms and conditions of
this Agreement.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1.       Employment. The Company hereby continues to employ Executive,
and Executive hereby accepts such continued employment, as Senior Vice
President, General Counsel and Secretary of the Company under the terms and
conditions set forth herein.

         2.       Duties. During the Term (as defined below), Executive shall
use his best efforts, skill and ability to perform the duties and services
customarily incident to such offices and position and such other services as may
be assigned to him from time to time by the Chief Executive Officer or Board of
Directors (the "Board") of the Company. Executive shall (i) devote his full
business time, attention and energies to the business of the Company and (ii)
faithfully and competently serve the Company and perform his duties and
responsibilities hereunder, provided, however that Executive may engage in other
activities, such as activities involving professional, charitable, educational,
religious and similar types of organizations, speaking engagements, memberships
on the boards of directors of other organizations (as the Board may from time to
time agree to, it being understood that the Board shall be deemed to have agreed
to any memberships on boards of directors of other organizations existing on the
date hereof and disclosed to the Company), and similar types of activities to
the extent that such other activities do not inhibit or prohibit the performance
of Executive's duties under this Agreement, or conflict in any material way with
the business of the Company and its subsidiaries.

         3.       Compensation and Related Matters. As full compensation for
Executive's performance of his duties and services hereunder during the Term,
the Company shall pay Executive the compensation and provide the benefits set
forth below:

                  a.       Base Salary. The Company shall pay Executive an
annual salary of $240,000 ("Base Salary"), less applicable withholding and other
deductions, payable in accordance with the Company's then current payroll
practices.
<PAGE>

                  b.       Performance Bonus. In addition to the compensation
otherwise payable pursuant to this Agreement, Executive shall be eligible to
receive an annual performance bonus (the "Bonus"), determined by the
Compensation Committee of the Board (the "Compensation Committee") for each
fiscal year during the Term equal to 30% of Base Salary at "Target" award levels
(as defined below) and up to 60% of Base Salary at "Maximum" award levels (as
defined below). Any Bonus awarded under this Agreement to Executive shall be
determined as follows: (i) 70% of the Bonus (the "EBITDA Bonus Award") shall be
based upon the achievement of the Target EBITDA (as defined below) for such year
and (ii) 30% of the Bonus (the "Discretionary Bonus Award") shall be awarded on
the basis of other criteria, as determined by the Compensation Committee, in its
sole discretion.

         For purposes of determining Executive's Bonus, "Target" shall mean (i)
with respect to the EBITDA Bonus Award, achievement of the annual target
earnings before interest, taxes, depreciation and amortization of the Company
("Target EBITDA") established by the Compensation Committee in its sole
discretion, and (ii) with respect to the Discretionary Bonus Award, achievement
of other criteria as determined by the Compensation Committee in its sole
discretion. For the purposes of determining Executive's Bonus, "Maximum" shall
mean (i) with respect to the EBITDA Bonus Award, 140% of Target EBITDA, and (ii)
with respect to the Discretionary Bonus Award, achievement of other criteria as
determined by the Compensation Committee in its sole discretion.

         In addition, with respect to the EBITDA Bonus Award, Executive shall be
entitled to earn an EBITDA Bonus Award if the Company achieves at least 90% of
Target EBITDA; provided, that Executive shall not be entitled to any EBITDA
Bonus Award unless the Company achieves at least 90% of Target EBITDA. If the
Company achieves between (and including) 90% of Target EBITDA and 100% of Target
EBITDA, Executive shall be entitled to an EBITDA Bonus Award equal to 1.909%
(70% of 2.727%) of Executive's Base Salary for each 1% above 89% of Target
EBITDA that is achieved. For example, if 92% of Target EBITDA is achieved,
Executive shall be entitled to an EBITDA Bonus Award equal to 5.727% of Base
Salary, calculated as follows:

<TABLE>
         <S>                                                         <C>
         Total Bonus potential sharing above 89% per point           2.727%
         EBITDA Bonus Award percentage of Total Bonus                 X 70%
                                                                      -----
                  EBITDA Bonus Award per point over 89% of Target    1.909%

         Points over 89% of Target EBITDA                              X 3
                                                                       ---
                  EBITDA Bonus Award at 92% of Target                5.727%
                                                                     ======
</TABLE>

         If more than 100% but less than 140% of Target EBITDA is achieved,
Executive shall be entitled to an EBITDA Bonus Award equal to (i) 21% of Base
Salary, plus (ii) 0.525% (70% of 0.75%) of Executive's Base Salary for each 1%
above 100% of Target EBITDA that is achieved. In no event shall the total amount
of EBITDA Bonus Award exceed 42% of Executive's Base Salary.


                                      -2-
<PAGE>

         For the fiscal year ended December 28, 2003, the Target EBITDA shall be
set at $20.7 million. For the remaining Term, the Target EBITDA for any fiscal
year shall be set during the first quarter of that year by the Compensation
Committee in its sole discretion.

                  c.       Stock Options. Executive shall be eligible to be
granted stock options pursuant to the 2003 Equity Incentive Plan of Personnel
Group of America, Inc. (the "2003 Equity Plan") during the Term. The Company
hereby agrees that on the Effective Date, Executive shall be granted a stock
option to purchase 1,200,000 shares of the Company's common stock for an
exercise price of $0.3121 per share and a stock option to purchase 400,000
shares of the Company's common stock for an exercise price of $0.4681 per share.
Notwithstanding any other provision of the 2003 Equity Plan to the contrary, the
stock options granted to Executive hereunder shall vest on a monthly basis pro
rata over four years, at the end of each month which begins after the date of
grant of the respective option, provided, that Executive is still employed by
the Company on the applicable vesting date; and provided, further, that (i) if
Executive's employment hereunder is terminated by the Company without Cause (as
defined below) prior to the first anniversary of the option grant date, then 25%
of the total number of options Executive is granted as of the Effective Date
shall become vested, and (ii) if Executive's employment hereunder is terminated
by the Company without Cause (as defined below), the exercise period with
respect to any options granted to Executive under the 2003 Equity Plan or
otherwise and then held by Executive and which are then vested shall be extended
for a period of one (1) year following the date of such termination (but in no
event beyond the original expiration date of the respective option).

                  d.       Other Benefits. During the Term, Executive shall be
eligible to participate in the benefits that the Company generally provides to
its similarly situated senior executive employees, such as medical, life and
long-term disability insurance and retirement benefits, upon the same terms and
conditions that the Company generally makes such benefits available to its
similarly situated senior executive employees and Executive shall be entitled to
receive such other fringe benefits as may be granted to him from time to time by
the Company.

                  e.       Vacation. During the Term, Executive shall be allowed
26 days of paid vacation per calendar year, which shall be accrued in accordance
with the Company's vacation policies.

         4.       Expenses. During the Term, the Company shall reimburse
Executive for documented reasonable and necessary business expenses incurred on
the Company's behalf in performing Executive's duties and promoting the business
of the Company, including reasonable entertainment expenses, travel and lodging
expenses in accordance with the Company's business expense reimbursement
policies.

         5.       Term. The term of this Agreement shall commence on April 14,
2003 (the "Effective Date") and shall continue until the second anniversary
thereof (the "Initial Term"), unless earlier terminated pursuant to the
provisions of Paragraph 6. Upon the expiration of the Initial Term, this
Agreement shall automatically extend for successive one (1) year extension
periods (subject to the provisions of Paragraph 6), unless terminated by either
party by written notice to that effect not less than three (3) months prior to
the expiration of the Initial Term or


                                      -3-
<PAGE>

the then effective extension period, as the case may be. The Initial Term and
any extension periods are referred to herein collectively as the "Term."

         6.       Termination. Executive's employment hereunder shall terminate
prior to the expiration of the Term on the earlier to occur of any of the
following events:

                  a.       Termination in Event of Disability. By the Company
immediately upon Executive's death or upon ten (10) days' prior written notice
from the Company to Executive after a determination of Disability by the Board
or a physician's certification of Disability of Executive as hereinafter
described. For purposes of this Agreement, "Disability" shall mean the
incapacity of Executive, by reason of a mental or physical disability to perform
his material duties hereunder, for a period of 120 consecutive days or 180
non-consecutive days during any twelve (12) month-period, as reasonably
determined by the Board or as certified by a qualified physician selected by the
Board, which certification may be made before the expiration of such 120
consecutive days or 180 non-consecutive days on the basis of such physician's
determination of Executive's incapacity.

                  b.       Termination For Cause. By the Company for Cause,
immediately upon the Company's delivery of written notice of termination to
Executive. For purposes of this Agreement, "Cause" shall mean:

                           (i)      Executive's commission of an act
                  constituting a breach of fiduciary duty, gross negligence or
                  willful misconduct;

                           (ii)     Executive's engagement in conduct which
                  violates the Company's then existing internal policies or
                  procedures and which is detrimental to the business,
                  reputation, character or standing of the Company or any of its
                  affiliates;

                           (iii)    Executive's commission of an act of fraud,
                  dishonesty or misrepresentation that is detrimental to the
                  business, reputation, character or standing of the Company or
                  any of its affiliates;

                           (iv)     Executive's commission of an act
                  constituting a misdemeanor involving moral turpitude or a
                  felony under the laws of the United States or any state or
                  political subdivision thereof;

                           (v)      Executive's engagement in a conflict of
                  interest or self-dealing with respect to the Company that is
                  not approved in advance by the Board or a committee thereof;
                  or

                           (vi)     after notice by the Company and a reasonable
                  opportunity to cure, Executive's material breach of his
                  obligations as set forth in this Agreement or his material
                  failure to satisfactorily perform his duties and
                  responsibilities hereunder.

                  c.       Termination For Good Reason. By Executive for Good
Reason and upon at least sixty (60) days' prior written notice of termination to
the Company. For purposes of this


                                      -4-
<PAGE>

Agreement, "Good Reason" shall mean, without the express written consent of
Executive, the occurrence of any of the following:

                           (i)      a material breach by the Company of any
                  material provision of this Agreement, including the assignment
                  to Executive of any duties inconsistent in any material
                  respect with Executive's position in the Company or a material
                  adverse alteration in the nature or status of Executive's
                  responsibilities; or

                           (ii)     the Company's requiring Executive to be
                  based anywhere other than within 50 miles of where he
                  currently works and resides;

provided, however, that in the event of a breach or circumstance pursuant to
clauses (i) or (ii) above, Good Reason shall not exist unless Executive provides
written notice to the Company of his intention to terminate this Agreement,
which notice shall identify in reasonable detail the basis therefor and be
delivered within thirty (30) days after the event or circumstances providing
such basis and the Company shall fail to cure such condition within thirty (30)
days following the delivery of the written notice, provided, further that if
such events cannot be reasonably cured within thirty (30) days and the Company
commences reasonable steps within said thirty (30) day period to cure such
breach and diligently continues such steps thereafter, the cure period shall be
extended for an additional thirty (30) day period.

                  d.       Termination Without Cause. At any time by the
Company, without Cause or for any reason, upon at least three (3) months' prior
written notice of termination to Executive.

                  e.       Termination Without Good Reason. At any time by
Executive, without Good Reason or for any reason, upon at least three (3)
months' prior written notice of termination to the Company.

         7.       a. Compensation Upon Termination for Cause and Certain Other
Events. In the event that Executive's employment is terminated pursuant to
Paragraphs 6(b) or 6(e) above, he will not be entitled to any compensation other
than: (i) any accrued but unpaid Base Salary, (ii) any reimbursement owed to him
by the Company in accordance with Paragraph 4 and (iii) any other or additional
benefits in accordance with the plans and programs of the Company referred to in
Paragraph 3(d); in each case only through the date of termination of Executive's
employment hereunder. All payments required to be made by the Company to
Executive pursuant to this Paragraph 7(a) shall be paid on a regular basis in
accordance with the Company's normal payroll procedures and policies and subject
to withholding and deductions pursuant to Paragraph 11.

         b.       Severance Upon Certain Events of Termination. In the event
that Executive's employment is terminated pursuant to Paragraphs 6(c) or 6(d)
above, in addition to, but not in duplication of, the benefits set forth in
Paragraph 7(a), Executive shall be entitled to receive, (i) for a period of one
(1) year commencing on the effective date of such termination, Executive's Base
Salary, at the rate as then in effect, and (ii) a prorated bonus for the fiscal
year in which the effective date of termination occurs, such prorated bonus
award to be determined by multiplying (x) the EBITDA Bonus Award for such fiscal
year as determined in accordance with Section 3(b) by (y) a fraction the
numerator of which is the number of days in the fiscal year of


                                      -5-
<PAGE>

termination that precede the effective date of termination and the denominator
of which is the total number of days in such fiscal year, payable in each case
of clauses (i) and (ii) above in accordance with the Company's regular payroll
and executive bonus payment procedures, as applicable, and subject to
Executive's execution of a release, in a form satisfactory to the Compensation
Committee, and continued compliance with the terms of Paragraph 8 hereunder.
Executive shall not be entitled to receive any other severance or other
compensation or payments, including any Bonus which has not been paid as of the
termination date other than the Bonus provided for in clause (i) or (ii) of the
preceding sentence, by reason of the termination of Executive's employment. The
refusal of the Company to extend the employment of Executive beyond the Initial
Term or any renewal thereof (other than for Cause, or Executive's death or
Disability) pursuant to Paragraph 5 shall be deemed a termination by the Company
without Cause for purposes of determining severance pursuant to this Paragraph
7(b). In addition, for a period of twelve (12) months following termination of
Executive's employment, Executive and his spouse and dependents shall be
entitled to continue to be covered by all group medical insurance arrangements
in which Executive was a participant as of the date of such termination, at the
same coverage level and on the same terms and conditions which apply to then
active employees of the Company, until Executive commences a new employment or
otherwise obtains coverage under another group medical plan, which coverage does
not contain any pre-existing condition exclusions or limitations. At the
termination of the benefits coverage under the preceding sentence, Executive and
his spouse and dependents shall be entitled to continuation coverage pursuant to
Section 4980B of the Internal Revenue Code of 1986, as amended, Sections 601-608
of the Employee Retirement Income Security Act of 1974, as amended, and under
any other applicable law, to the extent required by such laws, determined on the
basis of the date of Executive's termination of employment hereunder and
reducing the period of such continuation coverage (to the extent permitted by
such laws) by the period of coverage provided under the preceding sentence.

         c.       Payments in the Event of Disability. Prior to the termination
of Executive's employment pursuant to Paragraph 6(a) of this Agreement, during
any period that Executive fails to perform his full-time duties with the Company
as a result of incapacity due to physical or mental illness, he shall continue
to receive his Base Salary, Bonus and other benefits provided hereunder, less
the amount of any disability benefits received by Executive during such period
under any disability plan or program sponsored by the Company (whether the
premium or other cost therefor is paid by the Company or by Executive), until
Executive's employment hereunder is terminated pursuant to Paragraph 6(a).
Thereafter, Executive's benefits shall be determined under the Company's
retirement, insurance, and other compensation and benefit plans and programs
then in effect, in accordance with the terms of such programs.

         d.       Effect of Change in Control. In the event of a Change in
Control (as defined below) while Executive is still employed by the Company, all
options granted to Executive under the 2003 Equity Plan or otherwise and then
held by Executive shall become fully vested. In the event that (A) a Change in
Control occurs before the first anniversary of the Effective Date, and (B)
Executive's employment is terminated by Executive for Good Reason pursuant to
Paragraph 6(c) or by the Company without Cause pursuant to Paragraph 6(d) upon
or within six (6) months following such Change in Control, Executive shall be
entitled to the payments set forth in either of the following clauses (i) or
(ii), in addition to the payments


                                      -6-
<PAGE>

Executive is otherwise entitled to under Paragraph 7(b): (i) if the Aggregate
Consideration (as defined below) payable to the Company or the stockholders, as
the case may be, in the Change in Control transaction is less than or equal to
$100 million (the "Threshold Level"), Executive shall be entitled to receive one
(1) year of Base Salary in addition to the one (1) year Base Salary payable as
severance under the first sentence of Paragraph 7(b), or (ii) if the Aggregate
Consideration payable to the Company or its stockholders, as the case may be, in
the Change in Control transaction is greater than the Threshold Level, Executive
shall be entitled to receive such additional severance payments, if any, as
would be necessary to cause the total realizable value that Executive is
entitled to receive in connection with the Change in Control (which is deemed to
be the sum of additional payments of severance under (i) of this sentence plus
the value (as defined below) of Executive's stock options granted hereunder as
of the date of such Change in Control) to be no less than the total realizable
value he would have been entitled to receive if the Aggregate Consideration
payable to the Company or its stockholders in the Change in Control transaction
was equal to the Threshold Level . Any additional severance payments to be made
pursuant to this Paragraph 7(d) shall be payable in accordance with the
Company's regular payroll procedures and subject to Executive's execution of a
release, in a form satisfactory to the Compensation Committee, and continued
compliance with the terms of Paragraph 8 hereunder.

         For purposes of this Agreement, a "Change in Control" shall mean the
occurrence of any of the following: (i) the Company consolidates with, or merges
with or into another corporation or sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its assets to any person,
or any corporation consolidates with, or merges with or into, the Company, in
any such event pursuant to a transaction in which the outstanding voting stock
of the Company is changed into or exchanged for cash, securities or other
property, other than any such transaction where (A) the outstanding voting stock
of the Company is changed into or exchanged for (x) voting stock of the
surviving or transferee corporation or (y) cash, securities (whether or not
including voting stock) or other property, and (B) all or any holders of the
voting stock of the Company immediately prior to such transaction own, directly
or indirectly, in the aggregate not less than 50% of the voting power of the
voting stock of the surviving corporation immediately after such transaction or
(ii) the Company is liquidated or dissolved or adopts a plan of liquidation;
provided, however , that a Change in Control shall not include any going private
or leveraged buy-out transaction which is sponsored by Executive or in which
Executive acquires an equity interest materially in excess of his equity
interest in the Company immediately prior to such transaction (the events
described in (i) or (ii) above being referred to herein as a "Change in
Control").

         For purposes of this Agreement, "Aggregate Consideration" shall mean
the aggregate amount of cash and the fair market value (on the date of transfer)
of securities (whether debt or equity) or assets receivable by the Company or
its stockholders, as the case may be, in connection with the Change in Control
transaction (but excluding the value of any agreement with a shareholder for the
performance of future services, and any indebtedness or other liabilities of the
Company assumed or otherwise paid by the acquirer in connection with such
transaction). For purposes of this Paragraph 7(d), the value of Executive's
stock options shall be equal to the product of (i) an amount calculated as the
per share Aggregate Consideration (determined by including as outstanding the
number of shares subject to


                                      -7-
<PAGE>

outstanding stock options issued by the Company) reduced by the per share
exercise price under the respective option, multiplied by (ii) the number of
shares subject to the respective option.

         For purposes of this Paragraph 7(d), clause (i) of the definition of
"Good Reason" set forth in Paragraph 6(c) shall be deemed substituted in its
entirety by the following: (i) without Executive's express written consent, (A)
the assignment to Executive of any material new duties or responsibilities
substantially inconsistent in character with Executive's duties and
responsibilities within the Company immediately prior to a Change in Control,
(B) any substantial adverse change in Executive's material duties and
responsibilities as in effect immediately prior to a Change in Control, (C) a
change in the annual or long term incentive plan in which Executive currently
participates such that Executive's opportunity to earn incentive compensation is
materially impaired, (D) a material reduction in the aggregate value of Company
perquisites made available to Executive, (E) an elimination or material
impairment of Executive's ability to participate in retirement plans comparable
to those in which Executive currently participates, or (F) a substantial
increase in Executive's obligation to engage in overseas travel on the Company's
business over Executive's present overseas business travel obligations.

         8.       Confidentiality, Non-Solicitation and Non-Competition.

                  a.       During the Term and thereafter, Executive shall not,
except as may be required to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly, any
Confidential Information. For purposes of this Agreement, "Confidential
Information" shall mean information about the Company, its subsidiaries and
affiliates, and their respective clients, customers and employees that is not
available to the general public and that was learned by Executive in the course
of his employment by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, client and customer
lists, information regarding other employees of the Company, and all papers,
resumes, records (including computer records) and the documents containing such
Confidential Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company,
and that such information gives the Company a competitive advantage. Upon the
termination of his employment for any reason whatsoever, Executive shall
promptly deliver to the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.

                  b.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly in any manner or capacity (e.g., as
an advisor, principal, agent, partner, officer, director, shareholder, employee,
member of any association or otherwise) engage in, work for, consult, provide
advice or assistance or otherwise participate in any activity that competes with
the Company in the business of temporary staffing, direct placement, managed
staffing services or IT consulting in any of the following jurisdictions (it
being agreed that the Company maintains business operations in each of such
jurisdictions): Alabama, Arizona, California, Colorado, the District of
Columbia, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania,
Rhode Island, South Carolina, Texas, Utah, Virginia, and Washington. Executive

                                      -8-
<PAGE>

further agrees that during such period he will not assist or encourage any other
person in carrying out any activity that would be prohibited by the foregoing
provisions of this Paragraph 8 if such activity were carried out by Executive
and, in particular, Executive agrees that he will not induce any employee of the
Company to carry out any such activity; provided, however, that the "beneficial
ownership" by Executive, either individually or as a member of a "group," as
such terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, of less than 2% of the voting stock
of any publicly held corporation shall not be a violation of this Agreement. It
is further expressly agreed that the Company will or would suffer irreparable
injury if Executive were to compete with the Company or any subsidiary or
affiliate of the Company in violation of this Agreement and that the Company
would by reason of such competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and Executive further consents and stipulates to
the entry of such injunctive relief in such a court prohibiting Executive from
competing with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement.

                  c.       During the Term and for two (2) years thereafter,
Executive shall not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Company or any of its subsidiaries or affiliates,
to divert their business to any competitor of the Company.

                  d.       Executive recognizes that he will possess
confidential information about other employees of the Company relating to their
education, experience, skills, abilities, compensation and benefits, and
interpersonal relationships with customers of the Company. Executive recognizes
that the information he will possess about these other employees is not
generally known, is of substantial value to the Company in developing its
business and in securing and retaining customers, and will be acquired by him
because of his business position with the Company. Executive agrees that, during
the Term, and for a period of two (2) years thereafter, he will not, directly or
indirectly, solicit or recruit any employee of the Company for the purpose of
being employed by his or by any competitor of the Company on whose behalf he is
acting as an agent, representative or employee.

                  e.       Executive acknowledges that he was informed of the
time, territory, scope and other essential requirements of the restrictions in
this Paragraph 8 when he agreed to become employed with the Company under the
terms set forth in this Agreement, and Executive further acknowledges that he
has received sufficient and valuable consideration for his agreement to such
restrictions.

         9.       Waiver. The failure of a party to enforce any term, provision,
or condition of this Agreement at any time or times shall not be deemed a waiver
of that term, provision, or condition for the future, nor shall any specific
waiver of a term, provision, or condition at one time be deemed a waiver of such
term, provision, or condition for any future time or times.

         10.      Governing Law; Jurisdiction; No Jury Trial. This Agreement
shall be governed and construed in accordance with the laws of the State of
North Carolina without giving effect to principles of conflicts of law. Each
party hereby irrevocably submits to the jurisdiction of the state and federal
courts sitting in Mecklenburg County, State of North Carolina, for the
adjudication of any dispute hereunder (except as hereinafter provided). EACH
PARTY


                                      -9-
<PAGE>

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the foregoing
jury trial waiver is not enforceable at the time of any dispute hereunder, then
such dispute shall be resolved by binding arbitration in accordance with the
then current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association. Such arbitration, if necessary, shall be
convened in the City of Charlotte, State of North Carolina. Notwithstanding any
other provision hereof, the Company shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to prevent any
continuation of any violation of the provisions of Paragraph 8 of this
Agreement, and Executive consents that such restraining order or injunction may
be granted without the necessity of the Company's posting any bond, except to
the extent otherwise required by applicable law.

         11.      Tax Withholding. The Company shall withhold from any amounts
payable under this Agreement such federal, state and local income and employment
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.

         12.      Paragraph Headings. Paragraph headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

         13.      Severability. Each provision of this Agreement is intended to
be severable. If any provision of this Agreement or any portion thereof is
declared invalid, illegal, or incapable of being enforced by any court of
competent jurisdiction, the remainder of such provisions and all of the
remaining provisions of this Agreement shall continue in full force and effect.

         14.      Integrated Agreement, Amendments. Except for stock option
agreements and the terms of the 2003 Equity Plan, this Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations, including without
limitation the Employment Agreement between the Company and Executive dated
October 7, 1996. This Agreement can only be changed or modified pursuant to a
written instrument duly executed by each of the parties hereto.

         15.      Interpretation, Counterparts. No provision of this Agreement
is to be interpreted for or against any party because that party drafted such
provision. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same instrument.


                                      -10-
<PAGE>

         16.      Assignment. The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint venture in which
the Company has an interest, or any successor (whether by merger, consolidation,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company and this Agreement shall be binding upon and inure to
the benefit of such successors and assigns. Executive may not sell, transfer,
assign, or pledge any of his rights or interests pursuant to this Agreement.

         17.      Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:

                 If to Executive:

                 Kenneth R. Bramlett, Jr.
                 3203 Wynington Drive
                 Charlotte, NC 28226
                 Tel:  (704) 542-2696



                 If to the Company:

                 Personnel Group of America, Inc.
                 2709 Water Ridge Parkway
                 2nd Floor
                 Charlotte, North Carolina 28217-4538
                 Attention: Chief Executive Officer
                 Facsimile:  (704) 442-5137

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.

            [The Remainder of This Page is Intentionally Left Blank]


                                      -11-
<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first above written.

                              Personnel Group of America, Inc.


                              By:  /s/ Larry L. Enterline
                                   ---------------------------------------
                                   Name:  Larry L. Enterline
                                   Title: Chief Executive Officer




                              /s/ Kenneth R. Bramlett, Jr.
                              -------------------------------------------
                              Kenneth R. Bramlett, Jr.


                                      -12-





                             [Employment Agreement]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14
<SEQUENCE>13
<FILENAME>g82123exv99w14.txt
<DESCRIPTION>RESTRUCTURE AGREEMENT AMONG THE COMPANY
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.14


                              RESTRUCTURE AGREEMENT

         THIS RESTRUCTURE AGREEMENT (this "Agreement") executed as of April 14,
2003 is entered into by and among PERSONNEL GROUP OF AMERICA, INC. (the
"Borrower"), certain subsidiaries of the Borrower identified on the signatures
pages hereto (the "Guarantors"), the financial institutions identified on the
signature pages hereto and BANK OF AMERICA, N.A., formerly known as NationsBank,
N.A., as agent for the Lenders (in such capacity, the "Agent"). Except as
expressly defined or otherwise referenced herein, capitalized terms used herein
shall have the meanings set forth in the Credit Agreement (defined below).

                                    RECITALS:

         A.       The Borrower, the Agent, the Guarantors and the financial
institutions from time to time party thereto (the "Lenders") are parties to that
certain Amended and Restated Credit Agreement, dated as of June 23, 1997 (as
from time to time amended, restated, supplemented or otherwise modified and in
effect, the "Credit Agreement"), pursuant to which the Agent and Lenders made
available Loans to the Borrower with such loans guaranteed by the Guarantors.

         B.       Certain Defaults and Events of Default are expected to exist
under the Credit Agreement as a result of the Borrower's failure to comply with
the financial covenants set forth in Sections 7.11(e) of the Credit Agreement
for the fiscal month ending nearest March 31, 2003.

         C.       As of the Amendment Date (defined below), there remains due
and owing $103,000,000 in Revolving Loans (the "Pre-Restructure Principal"),
$7,975,000 in undrawn Letters of Credit (the "Pre-Restructure Letters of
Credit") and a total of $286,424.65 in accrued and unpaid interest thereon (the
"Pre-Restructure Interest").

         D.       The Borrower and the Guarantors have requested that the
Lenders agree to restructure the Loans, including (i) the forgiveness of
significant portions of the Pre-Restructure Principal and (ii) the extension of
the Termination Date.

         E.       The Lenders have agreed to do so, upon the terms and
conditions set forth herein.

         NOW, THEREFORE, for valuable consideration, the mutual receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINITIONS.

                  In addition to the definitions set forth or incorporated
         elsewhere herein, the following terms used herein shall have the
         following meanings (such definitions to be equally applicable to both
         the singular and the plural forms of the defined terms):

                  "Amendment Date" means the date of this Agreement.
<PAGE>

                  "Contractual Obligation" means with respect to a Person, any
         provision of (i) any security issued by such Person, including
         provisions contained in the articles or certificate of incorporation or
         bylaws or other organizational or governing documents of such Person,
         or (ii) any agreement, franchise, license, lease, permit, undertaking,
         contract, indenture, mortgage, deed of trust or other instrument or
         understanding to which such Person is a party.

                  "Forgiven Balance" shall have the meaning set forth in Section
         3(a).

                  "Lender Warrants" shall have the meaning set forth in Section
         5.

                  "Mutual Release" shall have the meaning set forth in Section
         8.

                  "Prepayment" shall have the meaning set forth in Section 3(b).

                  "Pre-Restructure Indebtedness" means a collective reference to
         the Borrower's Obligations as of the Amendment Date, including without
         limitation, the Pre-Restructure Principal and the Pre-Restructure
         Interest but excluding the Pre-Restructure Letters of Credit.

                  "Proceeding" means any insolvency, bankruptcy, receivership,
         dissolution, reorganization or similar proceeding, whether federal or
         state, voluntary or involuntary, under any present or future law or
         act.

                  "Restructure Credit Agreement" shall have the meaning set
         forth in Section 4(a).

                  "Restructure Credit Documents" shall mean the "Credit
         Documents" as defined in the Restructure Credit Agreement.

                  "Restructuring Agreement" shall have the meaning set forth in
         Section 6(a).

                  "Revolving Restructure Notes" shall have the meaning set forth
         in Section 3(b).

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations of the Securities and Exchange Commission
         and any successor Person thereof.

         2.       CONDITIONS PRECEDENT.

         As conditions precedent to the effectiveness of this Agreement:

                  (a)      The Borrower and the Guarantors shall have (or, where
         applicable, caused to have been) executed and delivered to the Agent,
         for the benefit of the Lenders, each of the documents referred to in
         Sections 4(a) and (b) below;


                                       2
<PAGE>

                  (b)      The Borrower and the Guarantors shall have (or, where
         applicable, caused to have been) executed and delivered to the Agent,
         for the benefit of the Lenders, each of the documents referred to in
         Section 5.1 of the Restructure Credit Agreement and have otherwise
         satisfied all conditions precedent to the effectiveness of the
         Restructure Credit Agreement as set forth in Section 5.1 thereof;

                  (c)      The parties hereto each shall have executed the
         Mutual Release;

                  (d)      The Borrower shall have executed and delivered to the
         Agent, for the benefit of the Lenders, the Lender Warrants; and

                  (e)      The Borrower shall have executed and delivered to the
         Agent the Registration Rights Agreement.

         3.       RESTRUCTURE OF PRE-RESTRUCTURE INDEBTEDNESS.

         The Pre-Restructure Indebtedness is hereby restructured as follows:

                  (a)      Partial Forgiveness. $10,300,000 of the
         Pre-Restructure Indebtedness (the "Forgiven Balance"), shall be
         forgiven and discharged, provided, however, that it is understood and
         agreed that none of the Pre-Restructure Letters of Credit shall be
         forgiven or discharged and that such Letters of Credit shall remain
         outstanding as Borrower's Obligations under the Restructure Credit
         Agreement.

                  (b)      Revolving Restructure Loans. The Borrower shall
         prepay $37,985,000 of the Pre-Restructure Principal (the "Prepayment").
         The Pre-Restructure Indebtedness (other than the Forgiven Balance and
         after giving effect to the Prepayment) and all of the Pre-Restructure
         Letters of Credit shall remain outstanding as part of a $70,700,000
         revolving credit facility evidenced by amended and restated promissory
         notes dated as of the Amendment Date (the "Revolving Restructure
         Notes") and governed in accordance with the terms and conditions of the
         Restructure Credit Agreement and the other Restructure Credit
         Documents.

                  The restructuring of the Pre-Restructure Indebtedness is not
         intended by the parties hereto to be and should not be construed as a
         novation.

         4.       RESTRUCTURE DOCUMENTS.

         Contemporaneously with the effectiveness of this Agreement:

                  (a)      The Credit Agreement shall be amended and restated by
         an Amended and Restated Credit Agreement (the "Restructure Credit
         Agreement") among the Borrower, the Guarantors, the Lenders and the
         Agent dated as of the Amendment Date;


                                       3
<PAGE>

                  (b)      The Notes shall be amended and restated by the
         Revolving Restructure Notes; and

                  (c)      The Equity Appreciation Rights Agreement and the
         Purchase Option Agreement shall be, and each such agreement hereby is,
         terminated and of no further force and effect.

         5.       LENDER WARRANTS.

         As a condition to the effectiveness of this Agreement, the Borrower
shall deliver to the Agent, for the benefit of the Lenders, common stock
purchase warrants entitling each Lender to purchase its ratable share of 10.0%
of the fully diluted equity of the Borrower, subject to adjustment pursuant to
the terms and conditions set forth therein (the "Lender Warrants").
Notwithstanding anything to the contrary in the Lender Warrants, the Lender
Warrants may only be transferred by a Lender in connection with a transfer of
the Note of such Lender (or part thereof), such transfer of the Lender Warrants
to be on a pro rata basis calculated based upon the ratio of the number of
shares of common stock referenced in such Lender Warrant to the Commitment of
such Lender on the date the Lender Warrants were issued.

         6.       REPRESENTATIONS AND WARRANTIES OF BORROWER.

         The Borrower represents and warrants as follows:

                  (a)      Authorized and Issued Capital. The authorized
         capitalization of the Borrower and its Subsidiaries is set forth on
         Schedule 6(a). The authorized capitalization of the Borrower and its
         Subsidiaries, which reflects the note exchange transactions
         contemplated by the Restructuring Agreement (the "Restructuring
         Agreement") dated as of March 14, 2003 among the Borrower, certain of
         its subsidiaries and certain holders of the Borrower's 5 3/4%
         convertible subordinated notes due 2004 and the Participation Agreement
         dated March 14, 2003 between the Borrower and LC Capital Master Fund,
         Ltd., is set forth on Schedule 6(a). Except as set forth on Schedule
         6(a), the Borrower and its Subsidiaries have not issued any other
         shares of their capital stock and there are no further subscriptions,
         contracts or agreements for the issuance or purchase of any other or
         additional equity interest in the Borrower or any of its Subsidiaries,
         either in the form of options, agreements, warrants, calls, convertible
         securities or other similar rights, other than the Lender Warrants. All
         the outstanding shares of capital stock have been duly and validly
         authorized and issued and are fully paid and nonassessable and have
         been offered, issued, sold and delivered in compliance with applicable
         federal and state securities laws. The number of shares of the
         Borrower's capital stock reserved for issuance as set forth on Schedule
         6(a) is not subject to adjustment by reason of the issuance of the
         Lender Warrants or the common stock issuable upon the exercise thereof.
         Neither the Borrower nor any of its Subsidiaries is a party to any
         "phantom stock" employee stock option plan, other equity-based
         incentive plan or similar agreement, other than as specifically
         disclosed on Schedule 6(a). Except as set forth on Schedule 6(a), (i)
         there are no preemptive or similar rights to purchase or otherwise
         acquire equity securities of, or


                                       4
<PAGE>

         interests in, the Borrower or any of its Subsidiaries pursuant to any
         Requirement of Law or Contractual Obligation applicable to the Borrower
         or any of its Subsidiaries and (ii) no registration rights under the
         Securities Act have been granted by the Borrower or any of its
         Subsidiaries with respect to its equity securities or interest, other
         than the Registration Rights Agreement and the Registration Rights
         Agreement delivered pursuant to the Restructuring Agreement.

                  (b)      Authorization. The execution and delivery by the
         Borrower and the Guarantors of this Agreement and each of the
         Restructure Credit Documents to which they are a party, the performance
         of such parties of their obligations hereunder and thereunder, and the
         issuance to the Lenders of the Revolving Restructure Notes and the
         Lender Warrants as herein provided, have been duly authorized by all
         necessary actions of such parties so that when issued and delivered (i)
         the Revolving Restructure Notes and the Lender Warrants will each
         constitute the legal, valid and binding obligations of the appropriate
         party, enforceable in accordance with their terms, except as
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, arrangement, moratorium, fraudulent conveyance or other
         similar law of general applicability, relating to or affecting the
         enforcement of creditors' rights generally or by general equitable
         principles; (ii) the common stock to be issued upon the exercise of the
         Lender Warrants will be validly authorized and, when issued upon due
         exercise of the Lender Warrants, will be fully paid and nonassessable;
         (iii) this Agreement and each of the Restructure Credit Documents to
         which they are a party will each constitute the legal, valid and
         binding obligations of the appropriate party, enforceable in accordance
         with its terms, except as enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, arrangement, moratorium,
         fraudulent conveyance or other similar law of general applicability,
         relating to or affecting the enforcement of creditors' rights generally
         or by general equitable principle and (iv) neither the execution and
         delivery of this Agreement and each of the Restructure Credit Documents
         to which they are a party, and the performance by such parties of its
         obligations hereunder and thereunder, nor the issuance of the Revolving
         Restructure Notes or the Lender Warrants, will be in contravention of
         any Requirement of Law applicable to such party or any of its
         Subsidiaries to which such party or its Subsidiaries may be subject.

                  (c)      Compliance with Securities Laws. Based in part upon
         the representations of the Lenders set forth in Section 7, (i) the
         offer and sale of the Lender Warrants is not required to be registered
         pursuant to Section 5 of the Securities Act or any state securities
         laws and (ii) assuming the representations of the Lenders set forth in
         Section 7 are true at the time the Lender Warrants are exercised as if
         such representations were made at that time, the common stock to be
         issued upon exercise of the Lender Warrants is not required to be
         registered pursuant to Section 5 of the Securities Act or any state
         securities laws. All prior offerings and sales of securities of the
         Borrower and its Subsidiaries were in compliance with all applicable
         federal and state securities laws.


                                       5
<PAGE>

         7.       REPRESENTATIONS AND WARRANTIES OF THE LENDERS.

         Each Lender, severally and not jointly, hereby represents and warrants,
as to itself only, as follows:

                  (a)      It is an "accredited investor" as that term is
         defined in Rule 501 of the Securities Act, and that, in making the
         purchases contemplated herein, it is specifically understood and agreed
         that such Lender is acquiring the Lender Warrants for the purpose of
         investment and not with a view towards the sale or distribution thereof
         within the meaning of the Securities Act; provided, however, that the
         disposition of such Lender's property shall at all times be and remain
         within its control. With respect to the Lender Warrants, it has had an
         opportunity to discuss the Borrower's business, management, and
         financial affairs with the Borrower's management and the opportunity to
         review the Borrower's business plan, it has had an opportunity to ask
         questions of and receive answers from officers of the Borrower, and it
         acknowledges that it has had an opportunity to conduct its own
         independent due diligence investigation of the Borrower.

                  (b)      It understands that the Lender Warrants will not be
         registered under the Securities Act, by reason of their issuance by the
         Borrower in a transaction exempt from the registration requirements of
         the Securities Act, and that it must hold the Lender Warrants
         indefinitely unless a subsequent disposition thereof is registered
         under the Securities Act and applicable state securities laws or is
         exempt from registration. It further understands that the Lender
         Warrants and the certificates evidencing the shares of common stock
         issued upon exercise of the Lender Warrants shall bear the following
         legend: THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE
         PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK
         PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH
         A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE
         SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR
         SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER
         APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
         SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSACTION DOES NOT
         REQUIRE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933
         OR APPLICABLE STATE SECURITIES LAWS.

         8.       MUTUAL RELEASES.

         Contemporaneously with the execution of this Agreement the parties
hereto shall execute a mutual release (the "Mutual Release") in the form of that
attached hereto as Exhibit A.


                                       6
<PAGE>

         9.       AUTHORITY.

         Each party to this Agreement represents and warrants to the other
parties that it has full power and authority to enter into and perform this
Agreement, and that this Agreement has been duly authorized by such party, is
legal, valid and binding and enforceable against such party in accordance with
its terms, and is not in contravention of any law, order or agreement by which
such party is bound or of such party's organizational documents.

         10.      CAPTIONS.

         Underlined captions used in this Agreement are for ease of reference
only and shall not be used in the interpretation of this Agreement.

         11.      CREDIT DOCUMENT.

         This Agreement is a Credit Document and shall be construed,
administered and applied in accordance with the terms and provisions of the
Restructure Credit Agreement.

         12.      JOINTLY DRAFTED AGREEMENTS.

         The parties hereto hereby acknowledge and agree that each of them is
jointly responsible for the drafting and negotiation of all the terms and
provisions contained in this Agreement and in all the schedules, exhibits and
other agreements delivered in connection herewith, and that no such terms and
provisions should as a result of such negotiation and drafting be strictly
construed against any such party.

         13.      SEVERABILITY.

         If any provision of this Agreement is determined to be illegal, invalid
or unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without
giving effect to the illegal, invalid or unenforceable provisions.

         14.      ENTIRE AGREEMENT.

         This Agreement, together with the other Restructure Credit Documents,
constitutes the complete and final agreement by and among the parties hereto. No
prior understandings or agreements with respect to the subject matter hereof
shall survive execution and delivery of this Agreement.

         15.      GOVERNING LAW; JURISDICTION AND VENUE.

                  (a)      THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
         THE LAWS OF NORTH CAROLINA.


                                       7
<PAGE>

                  (b)      EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY:

                           (i)      SUBMITS FOR ITSELF AND ITS PROPERTY, IN ANY
                  LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE
                  NOTES OR ANY SECURITY DOCUMENT OR FOR RECOGNITION AND
                  ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
                  NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE
                  OF NORTH CAROLINA, THE COURTS OF THE UNITED STATES OF AMERICA
                  FOR THE WESTERN DISTRICT OF NORTH CAROLINA, AND APPELLATE
                  COURTS FROM ANY THEREOF;

                           (ii)     CONSENTS THAT ANY SUCH ACTION OR PROCEEDING
                  MAY BE BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT
                  IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION
                  OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
                  PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT
                  TO PLEAD OR CLAIM THE SAME;

                           (iii)    AGREES THAT SERVICE OF PROCESS IN ANY SUCH
                  ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF
                  BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
                  FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS
                  SPECIFIED HEREIN AND, IF APPLICABLE, TO THE AGENT, THE ISSUING
                  BANK AND THE LENDERS AT THEIR RESPECTIVE ADDRESSES SPECIFIED
                  HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE AGENT OR THE
                  BORROWER, IF APPLICABLE, SHALL HAVE BEEN NOTIFIED PURSUANT
                  HERETO; AND

                           (iv)     AGREES THAT NOTHING HEREIN SHALL AFFECT THE
                  RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
                  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
                  JURISDICTION.

                  (c)      EACH OF PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
         WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO OR
         ARISING OUT OF THIS AGREEMENT, THE NOTES OR ANY SECURITY DOCUMENT AND
         FOR ANY COUNTERCLAIM THEREUNDER.

         16.      COUNTERPARTS; TELECOPY SIGNATURES.

         This Agreement may be executed in one or more counterparts, each of
which shall constitute an executed original of this Agreement and which together
shall constitute only one and the same executed original hereof. This Agreement
shall be deemed fully executed and


                                       8
<PAGE>

delivered, and enforceable according to its terms, upon the receipt of telecopy
signatures of the parties hereto. Notwithstanding the foregoing, the parties
shall promptly provide the Agent with an executed original of this Agreement
after delivery of an executed copy hereof by telecopy.




              [the remainder of this page intentionally left blank]


                                       9
<PAGE>
         Each of the parties hereto has caused a counterpart of this Agreement
to be duly executed and delivered as of the date first above written.



BORROWER:                            PERSONNEL GROUP OF AMERICA, INC.,
--------                             a Delaware corporation

                                     By:    /s/ James C. Hunt
                                            -----------------------------------
                                     Name:    James C. Hunt
                                     Title:   President and
                                              Chief Financial Officer

GUARANTORS:                          STAFFPLUS, INC.,
----------                           a Delaware corporation
                                     INFOTECH SERVICES LLC,
                                     a North Carolina limited liability company
                                     BAL ASSOCIATES INCORPORATED,
                                     a California corporation
                                     ADVANCED BUSINESS CONSULTANTS, INC.,
                                     a Kansas corporation
                                     VENTURI STAFFING PARTNERS, LLC,
                                     a California limited liability company

                                     By:    /s/ James C. Hunt
                                            -----------------------------------
                                     Name:  James C. Hunt
                                     Title: Senior Vice President of
                                            each of the above-named
                                            Guarantors

                                     PERSONNEL GROUP HOLDINGS, INC.,
                                     a Florida corporation

                                     PFI CORP.,
                                     a Delaware corporation

                                     By:    /s/ James C. Hunt
                                            ---------------------------
                                     Name:  James C. Hunt
                                     Title: President of each of the
                                            above-named Guarantors

                                     VENTURI TEXAS STAFFING PARTNERS, LP,
                                     a Texas limited partnership

                                     By:  StaffPLUS, Inc.
                                     Its: General Partner

                                          By: /s/ James C. Hunt
                                              --------------------------
                                          Name:  James C. Hunt
                                          Title: Senior Vice President



                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                           BANK OF AMERICA, N.A., formerly known
                                           as NationsBank, N.A. and Bank of
                                           America Illinois, as Agent


                                           By:    /s/ H. Leonard Norman
                                                  ---------------------------
                                           Name:  H. Leonard Norman
                                           Title: Managing Director













                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                            BANC OF AMERICA STRATEGIC SOLUTIONS,
                                            INC.



                                            By:    /s/ H. Leonard Norman
                                                   ---------------------------
                                            Name:  H. Leonard Norman
                                            Title: Managing Director









                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                            BNP PARIBAS



                                            By:    /s/ Duane Helkowski
                                                   ----------------------------
                                            Name:  Duane Helkowski
                                            Title: Managing Director



                                            BNP PARIBAS



                                            By:    /s/ Shayn March
                                                   ----------------------------
                                            Name:  Shayn March
                                            Title: Vice President







                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003

<PAGE>

                                            BANK ONE, NA


                                            By:    /s/ Dianne M. Stark
                                                   ----------------------------
                                            Name:  Dianne M. Stark
                                            Title: First Vice President










                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                            HBV CAPITAL MANAGEMENT LLC


                                            By:    /s/ George J. Konomas
                                                   ----------------------------
                                            Name:  George J. Konomas
                                            Title: Portfolio Manager










                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                            INLAND PARTNERS L.P.



                                            By:    /s/ Elias J. Sabo
                                                   ---------------------------
                                            Name:  Elias J. Sabo
                                            Title: Attorney-in-Fact









                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                                            LINKS PARTNERS L.P.



                                            By:    /s/ Elias J. Sabo
                                                   ----------------------------
                                            Name:  Elias J. Sabo
                                            Title: Attorney-in-Fact








                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003
<PAGE>

                            MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
                            By:    Matlin Patterson Global Advisers LLC


                            By:    /s/ Robert H. Weiss
                                   --------------------------------------------
                            Name:  Robert H. Weiss
                            Title: General Counsel





                                         Signature Page to Restructure Agreement
                                                Personnel Group of America, Inc.
                                                                      April 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.15
<SEQUENCE>14
<FILENAME>g82123exv99w15.txt
<DESCRIPTION>SECOND AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.15





                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT


                           Dated as of April 14, 2003


                                      among


                        PERSONNEL GROUP OF AMERICA, INC.
                                  as Borrower,


                        THE SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,


                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO


                                       AND


                             BANK OF AMERICA, N.A.,
                           formerly NationsBank, N.A.,
                                    as Agent



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
SECTION 1  DEFINITIONS............................................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Computation of Time Periods....................................................................22
         1.3      Accounting Terms...............................................................................23
SECTION 2  CREDIT FACILITIES.....................................................................................23
         2.1      Loans..........................................................................................23
         2.2      Letter of Credit Subfacility...................................................................24
SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES........................................................29
         3.1      Default Rate...................................................................................29
         3.2      [Reserved].....................................................................................29
         3.3      Prepayments....................................................................................29
         3.4      Termination and Reduction of Committed Amount; Extension Options...............................31
         3.5      Fees...........................................................................................32
         3.6      Capital Adequacy...............................................................................33
         3.7      [Reserved].....................................................................................33
         3.8      [Reserved].....................................................................................33
         3.9      Requirements of Law............................................................................33
         3.10     Taxes..........................................................................................34
         3.11     Pro Rata Treatment.............................................................................36
         3.12     Sharing of Payments............................................................................37
         3.13     Payments, Computations, Etc....................................................................37
         3.14     Evidence of Debt...............................................................................39
         3.15     Mandatory Assignment...........................................................................40
SECTION 4  GUARANTY..............................................................................................40
         4.1      The Guarantee..................................................................................40
         4.2      Obligations Unconditional......................................................................41
         4.3      Reinstatement..................................................................................42
         4.4      Certain Additional Waivers.....................................................................42
         4.5      Remedies.......................................................................................42
         4.6      Rights of Contribution.........................................................................43
         4.7      Continuing Guarantee...........................................................................43
SECTION 5  CONDITIONS............................................................................................44
         5.1      Closing Conditions.............................................................................44
         5.2      Conditions to all Extensions of Credit.........................................................45
SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................46
         6.1      Financial Condition............................................................................46
         6.2      No Change; Dividends...........................................................................47
         6.3      Organization; Existence; Compliance with Law...................................................47
         6.4      Power; Authorization; Enforceable Obligations..................................................47
         6.5      No Legal Bar...................................................................................48
         6.6      No Material Litigation.........................................................................48
         6.7      No Default.....................................................................................48
         6.8      Ownership of Property; Liens...................................................................49
         6.9      Intellectual Property..........................................................................49
         6.10     No Burdensome Restrictions.....................................................................49
</TABLE>


                                       -i-


<PAGE>

<TABLE>
<S>                                                                                                             <C>
         6.11     Taxes..........................................................................................49
         6.12     ERISA..........................................................................................50
         6.13     Governmental Regulations, Etc..................................................................51
         6.14     Subsidiaries...................................................................................52
         6.15     Purpose of Loans and Letters of Credit.........................................................52
         6.16     Environmental Matters..........................................................................52
         6.17     Perfected Security Interests...................................................................53
         6.18     Borrower's Obligations.........................................................................53
         6.19     Indebtedness...................................................................................54
         6.20     Investments....................................................................................54
         6.21     Disclosure.....................................................................................54
         6.22     Tax Shelter Regulations........................................................................54
SECTION 7  AFFIRMATIVE COVENANTS.................................................................................54
         7.1      Information Covenants..........................................................................54
         7.2      Preservation of Existence and Franchises.......................................................59
         7.3      Books and Records..............................................................................59
         7.4      Compliance with Law............................................................................59
         7.5      Payment of Taxes and Other Indebtedness........................................................59
         7.6      Insurance......................................................................................60
         7.7      Maintenance of Property........................................................................60
         7.8      Performance of Obligations.....................................................................60
         7.9      Use of Proceeds................................................................................61
         7.10     Audits/Inspections.............................................................................61
         7.11     Financial Covenants............................................................................61
         7.12     Additional Credit Parties......................................................................63
         7.13     Ownership of Subsidiaries......................................................................64
         7.14     Pledged Assets.................................................................................64
         7.15     [Reserved].....................................................................................64
         7.16     Field Examination..............................................................................64
         7.17     Engagement of Financial Advisor to Lenders.....................................................64
         7.18     Deposit Accounts...............................................................................65
         7.19     Periodic Meetings..............................................................................65
SECTION 8  NEGATIVE COVENANTS....................................................................................65
         8.1      Indebtedness...................................................................................66
         8.2      Liens..........................................................................................67
         8.3      Nature of Business.............................................................................67
         8.4      Consolidation, Merger, Sale or Purchase of Assets, etc.........................................67
         8.5      Advances, Investments, Loans, etc..............................................................68
         8.6      Restricted Payments............................................................................68
         8.7      Prepayments of Indebtedness, etc...............................................................69
         8.8      Transactions with Affiliates...................................................................69
         8.9      Fiscal Year....................................................................................69
         8.10     Limitation on Restrictions on Subsidiary Dividends and Other Distributions, etc................70
         8.11     Issuance and Sale of Subsidiary Stock..........................................................70
         8.12     Sale Leasebacks................................................................................70
         8.13     No Further Negative Pledges....................................................................70
</TABLE>


                                      -ii-


<PAGE>

<TABLE>
<S>                                                                                                             <C>
         8.14     No Foreign Subsidiaries........................................................................71
         8.15     Capital Expenditures...........................................................................71
         8.16     Consolidated Earn-Outs.........................................................................71
SECTION 9  EVENTS OF DEFAULT.....................................................................................71
         9.1      Events of Default..............................................................................71
         9.2      Acceleration; Remedies.........................................................................74
SECTION 10  AGENT................................................................................................75
         10.1     Appointment and Authorization of Agent.........................................................75
         10.2     Delegation of Duties...........................................................................76
         10.3     Liability of Agent.............................................................................76
         10.4     Reliance by Agent..............................................................................77
         10.5     Notice of Default..............................................................................77
         10.6     Credit Decision; Disclosure of Information by Agent............................................77
         10.7     Indemnification of Agent.......................................................................78
         10.8     Agent in its Individual Capacity...............................................................78
         10.9     Successor Agent................................................................................79
         10.10    Agent May File Proofs of Claim.................................................................79
         10.11    Collateral and Guaranty Matters................................................................80
SECTION 11  MISCELLANEOUS........................................................................................81
         11.1     Notices........................................................................................81
         11.2     Right of Set-Off...............................................................................82
         11.3     Benefit of Agreement...........................................................................82
         11.4     No Waiver; Remedies Cumulative.................................................................84
         11.5     Payment of Expenses, etc.......................................................................85
         11.6     Amendments, Waivers and Consents...............................................................85
         11.7     Counterparts...................................................................................86
         11.8     Headings.......................................................................................87
         11.9     Survival.......................................................................................87
         11.10    Governing Law; Submission to Jurisdiction; Venue...............................................87
         11.11    Severability...................................................................................88
         11.12    Entirety.......................................................................................88
         11.13    Binding Effect; Amendment and Restatement of Existing Credit Agreement.........................88
         11.14    Confidentiality................................................................................89
         11.15    Source of Funds................................................................................89
         11.16    Conflict.......................................................................................90
</TABLE>


                                     -iii-



<PAGE>



                                    SCHEDULES


Schedule 1.1A            Investments
Schedule 1.1B            Liens
Schedule 2.1(a)          Lenders
Schedule 2.1(b)(i)       Form of Notice of Borrowing
Schedule 2.1(e)          Form of Amended, Restated and Substituted Note
Schedule 6.2             No Change: Dividends
Schedule 6.4             Required Consents, Authorizations, Notices and Filings
Schedule 6.9             Intellectual Property
Schedule 6.11            Taxes
Schedule 6.13            Governmental Regulations, etc...
Schedule 6.14            Subsidiaries
Schedule 7.1(c)(i)       Form of Officer's Compliance Certificate
Schedule 7.1(c)(ii)      Form of Officer's Compliance Certificate
Schedule 7.1(k)          Form of Borrowing Base Certificate
Schedule 7.12            Form of Joinder Agreement
Schedule 7.18            Form of Agency Agreement
Schedule 8.1             Indebtedness
Schedule 11.3(b)         Form of Assignment and Acceptance


                                      -iv-


<PAGE>



                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT


         THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 14,
2003 (the "Credit Agreement"), is by and among PERSONNEL GROUP OF AMERICA, INC.,
a Delaware corporation (the "Borrower"), the subsidiaries of the Borrower
identified on the signature pages hereto and such other subsidiaries as may from
time to time become a party hereto (the "Guarantors"), the several lenders
identified on the signature pages hereto and such other lenders as may from time
to time become a party hereto (the "Lenders") and BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., as agent for the Lenders (in such capacity, the
"Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party
thereto and the Agent entered into that certain Amended and Restated Credit
Agreement dated as of June 23, 1997 (as amended by Amendment No. 1 to Amended
and Restated Credit Agreement dated as of March 17, 1998, Amendment No. 2 to
Amended and Restated Credit Agreement dated as of September 29, 1999, Amendment
No. 3 to Amended and Restated Credit Agreement dated as of March 21, 2001, a
Waiver Agreement dated as of December 14, 2001, Amendment No. 4 to Amended and
Restated Credit Agreement dated as of February 8, 2002, Amendment No. 5 to
Amended and Restated Credit Agreement and Waiver dated as of December 31, 2002
and Waiver dated as of March 31, 2003, and as otherwise modified prior to the
date hereof, the "Existing Credit Agreement").

         WHEREAS, the parties hereto have agreed to amend and restate the
Existing Credit Agreement as set forth herein in order to, among other things,
extend the Termination Date;

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


                                    SECTION 1

                                   DEFINITIONS

1.1      DEFINITIONS.

         As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

                  "Additional Credit Party" means each Person that becomes a
         Guarantor after the Closing Date by execution of a Joinder Agreement.


<PAGE>


                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person or (ii) directly or
         indirectly owning or holding five percent (5%) or more of the equity
         interest in such Person. For purposes of this definition, "control"
         when used with respect to any Person means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting securities, by contract or otherwise;
         and the terms "controlling" and "controlled" have meanings correlative
         to the foregoing.

                  "Agency Services Address" means Bank of America, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Agent to the Borrower.

                  "Agent" shall have the meaning assigned to such term in the
         heading hereof, together with any successors or assigns.

                  "Agent-Related Persons" means the Agent, together with its
         Affiliates, and the officers, directors, employees, agents and
         attorneys-in-fact of such Persons and Affiliates.

                  "Agent's Fee Letter" means that certain letter agreement,
         dated as of April 14, 2003, between the Agent and the Borrower, as
         amended, modified, supplemented or replaced from time to time.

                  "Agent's Fees" shall have the meaning assigned to such term in
         Section 3.5(c).

                  "Applicable Percentage" means, for purposes of calculating the
         applicable interest rate for any day for any Loan or the applicable
         rate of the Unused Fee for any day for purposes of Section 3.5(a) or
         the applicable rate of the Letter of Credit Fee for any day for
         purposes of Section 3.5(b)(i), the appropriate applicable percentage
         corresponding to the relevant period set forth below:

                                       2


<PAGE>



<TABLE>
<CAPTION>
         ================================================================================================================
                                                              Applicable              Applicable
                                                            Percentage for          Percentage for           Applicable
                                                               Base Rate           Letter of Credit        Percentage for
                          Period                                Loans                    Fee                 Unused Fee
         ----------------------------------------------------------------------------------------------------------------
         <S>                                                <C>                    <C>                     <C>
         From the Closing Date through
         June 30, 2003                                           3.25%                  6.25%                 0.50%
         ----------------------------------------------------------------------------------------------------------------
         From July 1, 2003 through
         December 31, 2003                                       3.75%                  6.50%                 0.50%
         ----------------------------------------------------------------------------------------------------------------
         From January 1, 2004 through
         June 30, 2004*                                          4.25%                  6.75%                 0.50%
         ----------------------------------------------------------------------------------------------------------------
         From July 1, 2004 through
          December 31, 2004*                                     4.50%                  7.00%                 0.50%
         ----------------------------------------------------------------------------------------------------------------
         From January 1, 2005 through
         May 1, 2005*                                            5.00%                  7.25%                 0.50%
         ================================================================================================================
</TABLE>

                  *Applicable Percentages for May 1, 2004 and thereafter are
         contingent on extension option being exercised pursuant to Section
         3.4(e) of this Credit Agreement.

                  "Asset Sale" means (i) any sale, lease, transfer or other
         disposition (including any such transaction effected by way of merger,
         amalgamation or consolidation) by the Borrower or any of its
         Subsidiaries subsequent to the date hereof of any asset (including
         stock in Subsidiaries of the Borrower), including without limitation
         any sale leaseback transaction (whether or not involving a Capital
         Lease), but excluding (a) the sale of inventory in the ordinary course
         of business for fair consideration, (b) the sale or disposition of
         machinery and equipment no longer used or useful in the conduct of such
         Person's business and (c) the sale of any asset having a net book value
         of less than $50,000 and (ii) receipt by the Borrower or any of its
         Subsidiaries of any cash insurance proceeds or condemnation award
         payable by reason of theft, loss, physical destruction or damage,
         taking or similar event with respect to any of the property or assets
         of the Borrower and its Subsidiaries.

                  "Attorney Costs" means and includes all fees, expenses and
         disbursements of any law firm or other external counsel.

                  "Availability" means, as of any date of determination, (i) the
         Committed Amount as of such date minus (ii) the sum of (a) the
         aggregate principal amount of outstanding Loans on such date plus (b)
         LOC Obligations outstanding as of such date.

                  "Bank of America" means Bank of America, N.A. (formerly
         NationsBank, N.A.) and its successors.

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.

                                       3

<PAGE>


                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following with respect to such Person: (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in an
         involuntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property or
         ordering the winding up or liquidation of its affairs; or (ii) there
         shall be commenced against such Person an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or any case, proceeding or other action for the appointment
         of a receiver, liquidator, assignee, custodian, trustee, sequestrator
         (or similar official) of such Person or for any substantial part of its
         Property or for the winding up or liquidation of its affairs, and such
         involuntary case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded for a period of sixty (60)
         consecutive days; or (iii) such Person shall commence a voluntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or consent to the entry of an order for relief in
         an involuntary case under any such law, or consent to the appointment
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of such Person or for any
         substantial part of its Property or make any general assignment for the
         benefit of creditors; or (iv) such Person shall be unable to, or shall
         admit in writing its inability to, pay its debts generally as they
         become due.

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Agent shall have determined (which determination shall
         be conclusive absent manifest error) that it is unable after due
         inquiry to ascertain the Federal Funds Rate for any reason, including
         the inability or failure of the Agent to obtain sufficient quotations
         in accordance with the terms hereof, the Base Rate shall be determined
         without regard to clause (a) of the first sentence of this definition
         until the circumstances giving rise to such inability no longer exist.
         Any change in the Base Rate due to a change in the Prime Rate or the
         Federal Funds Rate shall be effective on the effective date of such
         change in the Prime Rate or the Federal Funds Rate, respectively.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Bond Conversion" means the conversion to common stock equity
         in the Borrower of at least $109,961,000 of the 5-3/4% Convertible
         Subordinated Notes due 2004.

                  "Borrower" means the Person identified as such in the heading
         hereof, together with any permitted successors and assigns.

                  "Borrower's Obligations" means, without duplication, (i) all
         of the obligations of the Borrower to the Lenders (including the
         Issuing Lender) and the Agent, whenever arising, under the Credit
         Agreement, the Notes or any of the other Credit Documents (including,
         but not limited to, any interest accruing after the occurrence of a
         Bankruptcy Event with respect


                                       4


<PAGE>

         to the Borrower, regardless of whether such interest is an allowed
         claim under the Bankruptcy Code) and (ii) all liabilities and
         obligations, whenever arising, owing from the Borrower to any Lender,
         or any Affiliate of a Lender, arising under any Hedging Agreement.

                  "Borrowing Base" means, as of any day, an amount equal to the
         sum of (i) 85% of Eligible Receivables (other than Eligible Receivables
         that are unbilled receivables) as set forth in the applicable Borrowing
         Base report delivered to the Agent in accordance with Section 7.1(k)
         plus (ii) 75% of Eligible Receivables that are unbilled receivables as
         set forth in the applicable Borrowing Base report delivered to the
         Agent in accordance with Section 7.1(k) plus (iii) the applicable
         Overadvance.

                  "Borrowing Base Certificate" shall have the meaning assigned
         to such term in Section 7.1(k).

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in Charlotte, North Carolina are
         authorized or required by law to close.

                  "Capital Lease" means, as applied to any Person, any lease of
         any Property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Cash Collateralize" means to pledge and deposit with or
         deliver to the Agent, for the benefit of the Issuing Lender and the
         Lenders, as collateral for the LOC Obligations, cash or deposit account
         balances pursuant to documentation in form and substance satisfactory
         to the Agent and the Issuing Lender (which documents are hereby
         consented to by the Lenders). Cash collateral shall be maintained in
         blocked, interest bearing deposit accounts at Bank of America.

                  "Cash Equivalents" means (a) securities issued or directly and
         fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition, (b) U.S. dollar denominated time deposits and certificates
         of deposit of (i) any Lender, or (ii) any domestic commercial bank of
         recognized standing (y) having capital and surplus in excess of
         $500,000,000 and (z) whose short-term commercial paper rating from S&P
         is at least A-1 or the equivalent thereof or from Moody's is at least
         P-1 or the equivalent thereof (any such bank being an "Approved
         Lender"), in each case with maturities of not more than 270 days from
         the date of acquisition, (c) commercial paper and variable or fixed
         rate notes issued by any Approved Lender (or by the parent company
         thereof) and maturing within six months of the date of acquisition, (d)
         repurchase agreements entered into by a Person with a bank or trust
         company (including any of the Lenders) or recognized securities dealer
         having capital and surplus in excess of $500,000,000 for direct
         obligations issued by or fully guaranteed by the United States of
         America in which such Person shall have a perfected first priority
         security interest (subject to no other Liens) and having, on the date
         of purchase thereof, a fair market value of at least 100% of the amount
         of the repurchase obligations, (e)

                                       5

<PAGE>


         obligations of any State of the United States or any political
         subdivision thereof, the interest with respect to which is exempt from
         federal income taxation under Section 103 of the Code, having a long
         term rating of at least AA- or Aa-3 by S&P or Moody's, respectively,
         and maturing within three years from the date of acquisition thereof,
         (f) Investments in municipal auction preferred stock (i) rated AAA (or
         the equivalent thereof) or better by S&P or Aaa (or the equivalent
         thereof) or better by Moody's and (ii) with dividends that reset at
         least once every 365 days and (g) Investments, classified in accordance
         with GAAP as current assets, in money market investment programs
         registered under the Investment Company Act of 1940, as amended, which
         are administered by reputable financial institutions having capital of
         at least $100,000,000 and the portfolios of which are limited to
         Investments of the character described in the foregoing subdivisions
         (a), (b), (c), (e) and (f).

                  "Change of Control" means the occurrence of any of the
         following events, other than as a result of the Bond Conversion or the
         other transactions contemplated pursuant to the Restructuring
         Agreement: (i) any Person or two or more Persons acting in concert
         (other than a "Permitted Holder" as defined by the Amended and Restated
         Rights Agreement, dated as of the date hereof, between the Borrower and
         Wachovia Bank, National Association) shall have acquired beneficial
         ownership, directly or indirectly, of, or shall have acquired by
         contract or otherwise, or shall have entered into a contract or
         arrangement that, upon consummation, will result in its or their
         acquisition of, control over, Voting Stock of the Borrower (or other
         securities convertible into such Voting Stock) representing 30% or more
         of the combined voting power of all Voting Stock of the Borrower, (ii)
         during any period of up to 24 consecutive months, commencing after the
         Closing Date, individuals who at the beginning of such 24 month period
         were directors of the Borrower (together with any new director whose
         election by the Borrower's Board of Directors or whose nomination for
         election by the Borrower's shareholders was approved by a vote of at
         least two-thirds of the directors then still in office who either were
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the directors of the Borrower then
         in office or (iii) the occurrence of a "Change of Control" under and as
         defined in either the Subordinated Note Indenture or the Subordinated
         Notes, in each case as in effect on the date hereof or as amended or
         modified. As used herein, "beneficial ownership" shall have the meaning
         provided in Rule 13d-3 of the Securities and Exchange Commission under
         the Securities Exchange Act of 1934.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor thereto, as interpreted by the rules and regulations
         issued thereunder, in each case as in effect from time to time.
         References to sections of the Code shall be construed also to refer to
         any successor sections.

                  "Collateral" means a collective reference to the collateral
         which at any time will be covered by the Collateral Documents.


                                       6


<PAGE>


                  "Collateral Documents" means a collective reference to the
         Security Agreement, the Pledge Agreement and such other documents
         executed and delivered in connection with the attachment and perfection
         of the Agent's security interests and liens arising thereunder,
         including without limitation, UCC financing statements and patent and
         trademark filings.

                  "Commitment" means (i) with respect to each Lender, the
         commitment of such Lender in an aggregate principal amount at any time
         outstanding of up to such Lender's Commitment Percentage of the
         Committed Amount, (A) to make Loans in accordance with the provisions
         of Section 2.1(a) and (B) to purchase participation interests in
         Letters of Credit in accordance with the provisions of Section 2.2(c)
         and (ii) with respect to the Issuing Lender, the LOC Commitment.

                  "Commitment Percentage" means, for any Lender, the percentage
         identified as its Commitment Percentage on Schedule 2.1(a), as such
         percentage may be modified in connection with any assignment made in
         accordance with the provisions of Section 11.3.

                  "Committed Amount" shall have the meaning assigned to such
         term in Section 2.1(a).

                  "Consolidated Capital Expenditures" means, for any period, all
         capital expenditures of the Borrower and its Subsidiaries on a
         consolidated basis for such period, as determined in accordance with
         GAAP.

                  "Consolidated Coverage Ratio" means, as of the last day of any
         month, the ratio of (i) Consolidated EBITDA for the twelve month period
         (except as set forth below) ending on such date to (ii) Consolidated
         Interest Expense for the twelve month period (except as set forth
         below) ending on such date for the twelve month period (except as set
         forth below) ending on such date; provided, however, that (i) as of
         June 30, 2003, such ratio shall be calculated only for the three month
         period ending as of such date, (ii) as of July 31, 2003, such ratio
         shall be calculated only for the four month period ending as of such
         date, (iii) as of August 31, 2003, such ratio shall be calculated only
         for the five month period ending as of such date, (iv) as of September
         30, 2003, such ratio shall be calculated only for the six month period
         ending as of such date, (v) as of October 31, 2003, such ratio shall be
         calculated only for the seven month period ending as of such date, (vi)
         as of November 30, 2003, such ratio shall be calculated only for the
         eight month period ending as of such date, (vii) as of December 31,
         2003, such ratio shall be calculated only for the nine month period
         ending as of such date, (viii) as of January 31, 2004, such ratio shall
         be calculated only for the ten month period ending as of such date and
         (ix) as of February 29, 2004, such ratio shall be calculated only for
         the eleven month period ending as of such date; provided, further,
         however, that, commencing with the twelve month period ending May 31,
         2004, "Consolidated Coverage Ratio" shall mean the ratio of (i)
         Consolidated EBITDA for the twelve month period ending on such date to
         (ii) the sum of (a) Consolidated Interest Expense for the twelve month
         period ending on such date plus (b) as determined on such date, the
         principal outstanding amount of the Subordinated Notes


                                       7

<PAGE>


         that are due both (x) within twelve months from such date and (y) prior
         to the Termination Date.

                  "Consolidated Earn-Outs" means, for any period, all earn-out
         payments made by the Borrower and its Subsidiaries on a consolidated
         basis for such period.

                  "Consolidated EBITDA" means, for any period, the sum of (i)
         Consolidated Net Income for such period plus (ii) an amount which, in
         the determination of Consolidated Net Income for such period, has been
         deducted for (A) interest expense, (B) total Federal, state, local and
         foreign income, value added and similar taxes, (C) depreciation and
         amortization expense, (D) for any period during the Borrower's fiscal
         year 2003 and beyond, Restructuring Charges taken by the Borrower and
         its Subsidiaries (but in no event shall all of the add-backs pursuant
         to this clause (D) exceed $5,000,000 (plus the amount of any
         Restructuring Charges consisting of (x) expenses that may be incurred
         in connection with the hiring of investment advisers to address the
         Borrower's capital structure and (y) other fees and expenses not to
         exceed $3,100,000 in the aggregate incurred by the Borrower after
         December 29, 2002 in connection with any financial restructuring
         transaction), (E) non-cash intangible asset impairment charges taken by
         the Borrower and its Subsidiaries after December 29, 2002 (but in no
         event shall all of the add-backs pursuant to this clause (E) exceed
         $104,000,000 in the aggregate), (F) non-cash compensation charges taken
         by the Borrower in connection with accounting for the Borrower's new
         stock option plan, (G) cash payments to Subordinated Noteholders
         referenced in, and permitted under, Section 8.6(vi) of this Credit
         Agreement, and (H) cash payments for fractional shares referenced in,
         and permitted under, Section 8.6(vii) of this Credit Agreement.

                  "Consolidated Funded Indebtedness" means, for any date, (i)
         the outstanding principal amount of all Funded Indebtedness, without
         duplication, of the Borrower and its Subsidiaries as of such date less
         (ii) so long as no Loans are outstanding hereunder, the aggregate
         amount of cash and Cash Equivalents held by the Borrower as of such
         date.

                  "Consolidated Interest Expense" means, as of the last day of
         any fiscal period, interest expense of the Borrower and its
         Subsidiaries on a consolidated basis required to be paid in cash (plus
         the amortization of ongoing fees previously paid) for the relevant
         period ending on such day. For purposes of this Credit Agreement, the
         interest expense required to be paid under this Credit Agreement is the
         Base Rate plus the margin set forth in the definition of "Applicable
         Percentage".

                  "Consolidated Net Income" means, for any period, (i) net
         income after taxes for such period for the Borrower and its
         Subsidiaries on a consolidated basis, as determined in accordance with
         GAAP (excluding gain on the debt forgiveness in connection with the
         Forgiven Balance (as defined in the Restructure Agreement) and the Bond
         Conversion) plus (ii) to the extent not included in the amount
         determined pursuant to clause (i) above and as calculated on a pro
         forma basis, net income after taxes for such period for any Person
         acquired by the Borrower or any of its Subsidiaries during such period
         (after giving effect to changes in the operating costs of any acquired
         Person as if such changes were in effect for such period and are
         reasonably expected to continue).


                                       8

<PAGE>


                  "Consolidated Scheduled Funded Indebtedness Payments" means,
         as of the last day of any fiscal period, total scheduled payments of
         principal on Funded Indebtedness for the Borrower and its Subsidiaries
         on a consolidated basis for the relevant period beginning on the
         immediately succeeding day. Consolidated Scheduled Funded Indebtedness
         Payments shall not include any Consolidated Earn-Outs.

                  "Consolidated Senior Funded Indebtedness" means, for any date,
         (i) the outstanding principal amount of all Consolidated Funded
         Indebtedness, without duplication, of the Borrower and its Subsidiaries
         as of such date less (ii) the outstanding principal amount of all
         Subordinated Indebtedness as of such date.

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the LOC Documents, the Collateral Documents, each
         Joinder Agreement, the Agent's Fee Letter, the Restructure Agreement,
         the Warrants, the Registration Rights Agreement and all other related
         agreements and documents issued or delivered hereunder or thereunder or
         pursuant hereto or thereto.

                  "Credit Party" means any of the Borrower and the Guarantors.

                  "Debt Issuance" means the issuance of any Indebtedness for
         borrowed money (including debt securities) by the Borrower or any of
         its Subsidiaries, other than (i) the Loans, (ii) Subordinated
         Indebtedness evidencing contingent earn-out payment obligations or
         similar obligations or incurred pursuant to Section 8.1(g) hereof, and
         (iii) purchase money Indebtedness permitted under Section 8.1(c).

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Default Rate" means an interest rate equal to (a) the Base
         Rate plus (b) the Applicable Percentage, if any, applicable to Base
         Rate Loans plus (c) 2% per annum.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Eligible Receivables" means, as of any date of determination
         and without duplication, the aggregate book value of all accounts
         receivable, receivables, and obligations for payment created or arising
         from the sale of inventory or the rendering of services in the ordinary
         course of business (collectively, the "Receivables"), owned by or owing
         to the Borrower or any of its Subsidiaries, net of allowances and
         reserves for doubtful or uncollectible accounts, refunds, discounts and
         sales adjustments consistent with such Person's internal policies and
         in any event in accordance with GAAP, but excluding in any event (i)
         any Receivable which is (a) not subject to a perfected, first priority
         Lien in favor of the Agent to secure the Borrower's Obligations or (b)
         subject to any other Lien that is not a Permitted Lien, (ii)
         Receivables and credit balances which are more than 90 days past due
         (net of reserves for bad debts in connection with any such
         receivables), (iii) 75% of the book value of all non-past-due
         Receivables owing from an

                                       9

<PAGE>


         account debtor if 50% or more or such account debtor's Receivables are
         90 days or more past due, (iv) Receivables evidenced by notes, chattel
         paper or other instruments, unless such notes, chattel paper or
         instruments have been delivered to and are in the possession of the
         Agent, (v) Receivables owing by an account debtor which is not solvent
         or is subject to any bankruptcy or insolvency proceeding of any kind,
         (vi) Receivables owing by an account debtor located outside of the
         United States (unless payment for the goods shipped is secured by an
         irrevocable letter of credit in a form and from an institution
         acceptable to the Agent), (vii) Receivables which are contingent or
         subject to offset, deduction, counterclaim, dispute or other defense to
         payment, in each case to the extent of such offset, deduction,
         counterclaim, dispute or other defense, (viii) Receivables for which
         any direct or indirect Subsidiary or any Affiliate is the account
         debtor, (ix) Receivables representing a sale to the government of the
         United States of America or any subdivision thereof unless the Federal
         Assignment of Claims Act or other similar applicable law has been
         complied with to the satisfaction of the Agent with respect to the
         granting of a security interest in such Receivable, (x) unbilled
         receivables in excess of $10,000,000 in the aggregate and (xi)
         Receivables which fail to meet such other specifications and
         requirements as may from time to time be established by the Agent in
         its reasonable discretion.

                  "Environmental Laws" means any and all lawful and applicable
         Federal, state, local and foreign statutes, laws, regulations,
         ordinances, rules, judgments, orders, decrees, permits, concessions,
         grants, franchises, licenses, agreements or other governmental
         restrictions relating to the environment or to emissions, discharges,
         releases or threatened releases of pollutants, contaminants, chemicals,
         or industrial, toxic or hazardous substances or wastes into the
         environment including, without limitation, ambient air, surface water,
         ground water, or land, or otherwise relating to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport,
         or handling of pollutants, contaminants, chemicals, or industrial,
         toxic or hazardous substances or wastes.

                  "Equity Transaction" means any issuance by the Borrower or any
         of its Subsidiaries to any Person of shares of its capital stock or
         other equity interests, any shares of its capital stock or other equity
         interests pursuant to the exercise of options or warrants or any shares
         of its capital stock or other equity interests pursuant to the
         conversion of any debt securities to equity other than (i) the Bond
         Conversion, (ii) the issuance of the Warrants and any issuance of
         common stock upon exercise of the Warrants, (iii) the conversion of any
         shares of newly issued Series B Preferred Stock and (iv) any reverse
         stock splits.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity which is under common
         control with any Credit Party within the meaning of Section 4001(a)(14)
         of ERISA, or is a member of a group which includes the Borrower and
         which is treated as a single employer under Sections 414(b), (c), (m),
         or (o) of the Code.


                                       10

<PAGE>


                  "Event of Default" means such term as defined in Section 9.1.

                  "Existing Credit Agreement" means such term as defined in the
         preamble hereto.

                  "Fees" means all fees payable pursuant to (i) Section 3.5
         and/or (ii) the Restructure Agreement.

                  "Federal Funds Rate" means, for any day, the rate of interest
         per annum (rounded upwards, if necessary, to the nearest whole multiple
         of 1/100 of 1%) equal to the weighted average of the rates on overnight
         Federal funds transactions with members of the Federal Reserve System
         arranged by Federal funds brokers on such day, as published by the
         Federal Reserve Bank of New York on the Business Day next succeeding
         such day, provided that (A) if such day is not a Business Day, the
         Federal Funds Rate for such day shall be such rate on such transactions
         on the next preceding Business Day and (B) if no such rate is so
         published on such next preceding Business Day, the Federal Funds Rate
         for such day shall be the average rate quoted to the Agent on such day
         on such transactions as determined by the Agent.

                  "First Extension Fee" means a fee equal to the Committed
         Amount as of May 1, 2004 multiplied by 0.50%.

                  "First Extension Option" means the Borrower's option to extend
         the Termination Date, as more fully set out in Section 3.4(e)(i).

                  "Funded Indebtedness" means, with respect to any Person,
         without duplication, (i) all Indebtedness of such Person for borrowed
         money, (ii) all amounts due and owing by such Person under any
         contingent earn-out agreements to which such Person is a party, (iii)
         all purchase money Indebtedness of such Person, including without
         limitation the principal portion of all obligations of such Person
         under Capital Leases, (iv) all Guaranty Obligations of such Person with
         respect to Funded Indebtedness of another Person, (v) the maximum
         available amount of all standby letters of credit or acceptances issued
         or created for the account of such Person, (vi) all Funded Indebtedness
         of another Person secured by a Lien on any Property of such Person,
         whether or not such Funded Indebtedness has been assumed, and (vii) the
         principal balance outstanding under any synthetic lease, tax retention
         operating lease, off-balance sheet loan or similar off-balance sheet
         financing product to which such Person is a party, where such
         transaction is considered borrowed money indebtedness for tax purposes
         but is classified as an operating lease in accordance with GAAP. The
         Funded Indebtedness of any Person shall include the Funded Indebtedness
         of any partnership or joint venture in which such Person is a general
         partner or joint venturer.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms of
         Section 1.3 hereof.

                  "Governmental Authority" means any Federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body.


                                       11

<PAGE>


                  "Guarantor" means each of those Persons identified as a
         "Guarantor" on the signature pages hereto, and each Additional Credit
         Party which may hereafter execute a Joinder Agreement, together with
         their successors and permitted assigns.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether
         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or any
         Property constituting security therefor, (ii) to advance or provide
         funds or other support for the payment or purchase of any such
         Indebtedness or to maintain working capital, solvency or other balance
         sheet condition of such other Person (including without limitation keep
         well agreements, maintenance agreements, comfort letters or similar
         agreements or arrangements) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase Property,
         securities or services primarily for the purpose of assuring the holder
         of such Indebtedness, or (iv) to otherwise assure or hold harmless the
         holder of such Indebtedness against loss in respect thereof. The amount
         of any Guaranty Obligation hereunder shall (subject to any limitations
         set forth therein) be deemed to be an amount equal to the outstanding
         principal amount (or maximum principal amount, if larger) of the
         Indebtedness in respect of which such Guaranty Obligation is made.

                  "Hedging Agreements" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender.

                  "Indebtedness" of any Person means (i) all obligations of such
         Person for borrowed money, (ii) all obligations of such Person
         evidenced by bonds, debentures, notes or similar instruments, or upon
         which interest payments are customarily made, (iii) all obligations of
         such Person under conditional sale or other title retention agreements
         relating to Property purchased by such Person (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (iv) all obligations
         of such Person issued or assumed as the deferred purchase price of
         Property or services purchased by such Person (other than trade debt
         incurred in the ordinary course of business and due within six months
         of the incurrence thereof) which would appear as liabilities on a
         balance sheet of such Person, (v) all obligations of such Person under
         take-or-pay or similar arrangements or under commodities agreements,
         (vi) all Indebtedness of others secured by (or for which the holder of
         such Indebtedness has an existing right, contingent or otherwise, to be
         secured by) any Lien on, or payable out of the proceeds of production
         from, Property owned or acquired by such Person, whether or not the
         obligations secured thereby have been assumed, (vii) all Guaranty
         Obligations of such Person (excluding, to the extent entered in the
         ordinary course of business, any Guaranty Obligations of the Borrower
         with respect to Operating Leases of any Subsidiary of the Borrower),
         (viii) the principal portion of all obligations of such Person under
         Capital Leases, (ix) all obligations of such Person in respect of
         interest rate protection agreements, foreign currency exchange
         agreements, commodity purchase or option agreements or other interest


                                       12

<PAGE>


         or exchange rate or commodity price hedging agreements (including, but
         not limited to, the Hedging Agreements), (x) the maximum amount of all
         standby letters of credit issued or bankers' acceptances facilities
         created for the account of such Person and, without duplication, all
         drafts drawn thereunder (to the extent unreimbursed), (xi) all
         preferred stock issued by such Person and required by the terms thereof
         to be redeemed, or for which mandatory sinking fund payments are due,
         by a fixed date and (xii) the principal balance outstanding under any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance sheet financing product to which such Person is
         a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP. The Indebtedness of any Person shall include
         the Indebtedness of any partnership or joint venture in which such
         Person is a general partner or a joint venturer.

                  "Indemnified Liabilities" shall have the meaning assigned to
         such term in Section 11.5.

                  "Intercompany Indebtedness" means any Indebtedness of a Credit
         Party (other than the Borrower) which (i) is owing to the Borrower or
         any other Credit Party and (ii) by its terms is specifically
         subordinated in right of payment to the prior payment of the
         obligations of the Credit Parties under this Credit Agreement and the
         other Credit Documents on terms and conditions reasonably satisfactory
         to the Required Lenders.

                  "Interest Payment Date" means as to any Loan, the last day of
         each calendar month, the date of repayment of principal of such Loan
         and the Termination Date. If an Interest Payment Date falls on a date
         which is not a Business Day, such Interest Payment Date shall be deemed
         to be the next succeeding Business Day.

                  "Investment", in any Person, means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities of, or
         equity interest in, such Person, any capital contribution to such
         Person or any other investment in such Person, including, without
         limitation, any Guaranty Obligation incurred for the benefit of such
         Person. In computing the amount involved in any Investment, (i)
         undistributed earnings of, and interest accrued in respect of
         Indebtedness owing by, any such other Person accrued after the date of
         such Investment shall not be included, (ii) there shall not be deducted
         from the amounts invested in any such other Person any amounts received
         as earnings (in the form of dividends, interest or otherwise) on such
         Investment or as loans or advances from such other Person, and (iii)
         unrealized increases or decreases in value, or write-ups, write-downs
         or write-offs, of Investments in any such other Person shall be
         disregarded.

                  "Issuing Lender" means Bank of America.

                  "Issuing Lender Fees" shall have the meaning assigned to such
         term in Section 3.5(b)(iii).


                                       13

<PAGE>


                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Schedule 7.12 hereto, executed and delivered by an
         Additional Credit Party in accordance with the provisions of Section
         7.12.

                  "Laws" means, collectively, all international, foreign,
         Federal, state and local statutes, treaties, rules, guidelines,
         regulations, ordinances, codes and administrative or judicial
         precedents or authorities, including the interpretation or
         administration thereof by any Governmental Authority charged with the
         enforcement, interpretation or administration thereof, and all
         applicable administrative orders, directed duties, requests, licenses,
         authorizations and permits of, and agreements with, any Governmental
         Authority, in each case whether or not having the force of law.

                  "Lenders" means each of the Persons identified as a "Lender"
         on the signature pages hereto, and each Person which may become a
         Lender by way of assignment in accordance with the terms hereof,
         together with their successors and permitted assigns.

                  "Letter of Credit" means any letter of credit issued by the
         Issuing Lender for the account of the Borrower in accordance with the
         terms of Section 2.2.

                  "Letter of Credit Fee" shall have the meaning assigned to such
         term in Section 3.5(b)(i).

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, security interest, encumbrance, lien (statutory or
         otherwise), preference, priority or charge of any kind (including any
         agreement to give any of the foregoing, any conditional sale or other
         title retention agreement, any financing or similar statement or notice
         filed under the Uniform Commercial Code as adopted and in effect in the
         relevant jurisdiction or other similar recording or notice statute, and
         any lease in the nature thereof).

                  "Loan" or "Loans" shall have the meaning assigned to such term
         in Section 2.1(a).

                  "LOC Commitment" means the commitment of the Issuing Lender to
         issue Letters of Credit in an aggregate face amount at any time
         outstanding (together with the amounts of any unreimbursed drawings
         thereon) of up to the LOC Committed Amount.

                  "LOC Committed Amount" shall have the meaning assigned to such
         term in Section 2.2.

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.


                                       14

<PAGE>


                  "LOC Obligations" means, at any time, the sum of (i) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (ii) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets, liabilities or prospects of the Borrower and its Subsidiaries
         taken as a whole, (ii) the ability of any Credit Party to perform any
         material obligation under the Credit Documents to which it is a party
         or (iii) the material rights and remedies of the Lenders under the
         Credit Documents.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Laws,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Multiemployer Plan" means a Plan which is a multiemployer
         plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                  "Multiple Employer Plan" means a Plan which the Borrower, any
         Subsidiary of the Borrower or any ERISA Affiliate and at least one
         employer other than the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate are contributing sponsors.

                  "Net Proceeds" means cash proceeds, which in the aggregate
         exceed $500,000 for any single transaction, received by the Borrower or
         any of its Subsidiaries from time to time in connection with any Asset
         Sale, any Equity Transaction or any Debt Issuance, net of actual costs
         (including, without limitation, commissions and underwriting discounts,
         if any) and taxes paid by such Person in connection with and
         attributable to such Asset Sale, Equity Transaction or Debt Issuance;
         provided, however, "Net Proceeds" shall not include the aggregate cash
         proceeds received by the Borrower from time to time in connection with
         the issuance by the Borrower of any capital stock or other equity
         interests pursuant to (i) any stock option plan, equity plan or other
         employee benefit plan of the Borrower or (ii) the Warrants. It is
         understood that "Net Proceeds" shall include, without limitation, any
         cash or Cash Equivalents received upon the realization or payment of,
         or sale or other disposition of, any non-cash consideration received by
         any Credit Party in connection with any Asset Sale, Equity Transaction
         or Debt Issuance.

                  "Non-Excluded Taxes" means such term as is defined in Section
         3.10.


                                       15


<PAGE>


                  "Note" means a promissory note of the Borrower in favor of a
         Lender delivered pursuant to Section 2.1(e) and evidencing the Loans of
         such Lender, as such promissory note may be amended, modified, restated
         or replaced from time to time.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Schedule 2.1(b)(i), as required by Section
         2.1(b)(i).

                  "Operating Lease" means, as applied to any Person, any lease
         (including, without limitation, leases which may be terminated by the
         lessee at any time) of any Property (whether real, personal or mixed)
         which is not a Capital Lease other than any such lease in which that
         Person is the lessor.

                  "Overadvance" means for the period set forth in the table
         below, the Dollar amount set forth below corresponding to such period:

<TABLE>
<CAPTION>
                        Period                                Overadvance Amount
                  <S>                                         <C>
                  Closing Date through
                  October 31, 2003                                $18,800,000

                  November 1, 2003 through
                  May 31, 2004                                    $19,800,000

                  June 1, 2004 and thereafter                     $18,800,000
</TABLE>

                  provided, however, that the amount of such Overadvance shall
         be permanently reduced by an amount equal to all reductions in the
         Committed Amount pursuant to Section 3.3(c) or Section 3.4(a);
         provided, further, that if such reduction in the Committed Amount in
         the preceding proviso involves the application of proceeds from a sale
         that includes the sale of Eligible Receivables (or an entity that owns
         Eligible Receivables), then the amount of the reduction in the
         Overadvance pursuant to the preceding proviso shall not include (i) 85%
         of such Eligible Receivables (other than Eligible Receivables that are
         unbilled receivables) sold and (ii) 75% of such sold Eligible
         Receivables that are unbilled receivables.

                  "Participation Interest" means, the extension of credit by a
         Lender by way of a purchase of a participation in any Letters of Credit
         or LOC Obligations as provided in Section 2.2(c) or in any Loans as
         provided in Section 3.13.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Investments" means Investments which are either (i)
         cash and Cash Equivalents; (ii) accounts receivable created, acquired
         or made by the Borrower or any of its Subsidiaries in the ordinary
         course of business and payable or dischargeable in accordance


                                       16

<PAGE>


         with customary trade terms; (iii) Investments consisting of stock,
         obligations, securities or other property received by the Borrower or
         any of its Subsidiaries in settlement of accounts receivable (created
         in the ordinary course of business) from insolvent or bankrupt
         obligors; (iv) Investments existing as of the Closing Date and set
         forth in Schedule 1.1A, (v) Guaranty Obligations permitted by Section
         8.1; (vi) transactions explicitly permitted by clauses (i), (ii) and
         (iv) of Section 8.8; (vii) advances or loans to directors, officers,
         agents, customers or suppliers that do not exceed $250,000 in the
         aggregate at any one time outstanding; (viii) short term advances or
         loans to employees in the ordinary course of business for such
         employees' ordinary business expenses that do not exceed $500,000 in
         the aggregate at any one time outstanding (ix) Intercompany
         Indebtedness permitted by Section 8.1; and (x) other Investments,
         provided that the aggregate outstanding amount of all such other
         Investments taken together shall not exceed $1,000,000.

                  "Permitted Liens" means:

                           (i)      Liens in favor of the Agent on behalf of the
                  Lenders;

                           (ii)     Liens (other than Liens created or imposed
                  under ERISA) for taxes, assessments or governmental charges or
                  levies not yet due or Liens for taxes being contested in good
                  faith by appropriate proceedings for which adequate reserves
                  determined in accordance with GAAP have been established (and
                  as to which the Property subject to any such Lien is not yet
                  subject to foreclosure, sale or loss on account thereof);

                           (iii)    statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, materialmen and suppliers
                  and other Liens imposed by law or pursuant to customary
                  reservations or retentions of title arising in the ordinary
                  course of business, provided that such Liens secure only
                  amounts not yet due and payable or, if due and payable, are
                  unfiled and no other action has been taken to enforce the same
                  or are being contested in good faith by appropriate
                  proceedings for which adequate reserves determined in
                  accordance with GAAP have been established (and as to which
                  the Property subject to any such Lien is not yet subject to
                  foreclosure, sale or loss on account thereof);

                           (iv)     Liens (other than Liens created or imposed
                  under ERISA) incurred or deposits made by the Borrower and its
                  Subsidiaries in the ordinary course of business in connection
                  with workers' compensation, unemployment insurance and other
                  types of social security, or to secure the performance of
                  tenders, statutory obligations, bids, leases, government
                  contracts, performance and return-of-money bonds and other
                  similar obligations (exclusive of obligations for the payment
                  of borrowed money);

                           (v)      Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured shall, within 30 days after the entry
                  thereof, have been discharged or execution thereof stayed
                  pending


                                       17

<PAGE>


                  appeal, or shall have been discharged within 30 days after the
                  expiration of any such stay;

                           (vi)     easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered Property for its intended purposes;

                           (vii)    Liens on Property securing purchase money
                  Indebtedness (including Capital Leases) to the extent
                  permitted under Section 8.1(c), provided that any such Lien
                  attaches to such Property concurrently with or within 90 days
                  after the acquisition thereof;

                           (viii)   normal and customary rights of setoff upon
                  deposits of cash in favor of banks or other depository
                  institutions;

                           (ix) other Liens, provided that the aggregate amount
                  Indebtedness secured by such Liens shall not exceed an
                  aggregate principal amount of $1,000,000; and

                           (x)      Liens existing as of the Closing Date and
                  set forth on Schedule 1.1B.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated) or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or,
         if such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" within the meaning of Section 3(5)
         of ERISA.

                  "Pledge Agreement" means the amended and restated pledge and
         security agreement dated as of June 23, 1997, executed in favor of the
         Agent by each Credit Party which owns any stock in any Subsidiary of
         the Borrower, as amended, modified, restated or supplemented from time
         to time.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by Bank of America as its prime rate in
         effect at its principal office in Charlotte, North Carolina, with each
         change in the Prime Rate being effective on the date such change is
         publicly announced as effective (it being understood and agreed that
         the Prime Rate is a reference rate used by Bank of America in
         determining interest rates on certain loans and is not intended to be
         the lowest rate of interest charged on any extension of credit by Bank
         of America to any debtor).


                                       18


<PAGE>


                  "Pro Forma Basis" means, with respect to any Pro Forma
         Transaction, that such Pro Forma Transaction shall be deemed to have
         occurred as of the first day of the four fiscal-quarter period ending
         as of the most recent fiscal quarter end preceding the date of such Pro
         Forma Transaction with respect to which the Agent and the Lenders have
         received the officer's certificate in accordance with the provisions of
         Section 7.1(c)(i). With respect to any incurrence, assumption or
         retirement of Indebtedness as referred to in Section 8.1(h), any such
         Indebtedness which has a floating or formula rate shall have an implied
         rate of interest for the applicable period equal to the rate which is
         or would be in effect with respect to such Indebtedness as at the
         relevant date of determination.

                  "Pro Forma Transaction" means any incurrence, assumption or
         retirement of Indebtedness as referred to in Section 8.1(h).

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Register" shall have the meaning given such term in Section
         11.3(c).

                  "Registration Rights Agreement" means that certain
         Registration Rights Agreement dated as of the date hereof among the
         Borrower, the Guarantors, the Lenders and the Agent as amended,
         modified, restated or supplemented from time to time.

                  "Regulation D, U, or X" means Regulation D, U or X,
         respectively, of the Board of Governors of the Federal Reserve System
         as from time to time in effect and any successor to all or a portion
         thereof.

                  "Release" means any spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, leaching, dumping
         or disposing into the environment (including the abandonment or
         discarding of barrels, containers and other closed receptacles
         containing any Materials of Environmental Concern).

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         post-event notice requirement is waived under subsections .13, .14,
         .18, .19, or .20 of PBGC Reg. ss. 2615.

                  "Repurchase Event" shall have the meaning assigned to such
         term in the Subordinated Note Indenture.

                  "Required Lenders" means, at any time, Lenders which are then
         in compliance with their obligations hereunder (as determined by the
         Agent) and holding in the aggregate at least 66 2/3% of (i) the
         Commitments (and Participation Interests therein) or (ii) if the
         Commitments have been terminated, the outstanding Loans and
         Participation Interests (including the Participation Interests of the
         Issuing Lender in any Letters of Credit).

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty,


                                       19

<PAGE>


         rule or regulation or determination of an arbitrator or a court or
         other Governmental Authority, in each case applicable to or binding
         upon such Person or any of its material property is subject.

                  "Restricted Payment" means (i) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of the Borrower or any of its Subsidiaries, now or hereafter
         outstanding, (ii) any redemption, retirement, sinking fund or similar
         payment, purchase or other acquisition for value, direct or indirect,
         of any shares of any class of stock of the Borrower or any of its
         Subsidiaries, now or hereafter outstanding, (iii) any payment made to
         retire, or to obtain the surrender of, any outstanding warrants,
         options or other rights to acquire shares of any class of stock of the
         Borrower or any of its Subsidiaries, now or hereafter outstanding and
         (iv) any payment or prepayment of principal of, premium, if any, or
         interest on, redemption, purchase, retirement, defeasance, sinking fund
         or similar payment with respect to, any Subordinated Indebtedness.

                  "Restructure Agreement" means that certain Restructure
         Agreement dated as of the date hereof among the Borrower, the
         Guarantors, the Lenders and the Agent as amended, modified, restated or
         supplemented from time to time.

                  "Restructuring Agreement" means that certain Restructuring
         Agreement dated as of March 14, 2003 among the Borrower, certain of its
         subsidiaries and certain holders of the Subordinated Notes; and the
         Participation Agreement dated March 14, 2003 between the Borrower and
         LC Capital Master Fund, Ltd., as amended, modified, restated or
         supplemented from time to time.

                  "Restructuring Charges" means for any period non-recurring
         restructuring charges taken by the Borrower and its Subsidiaries in
         such period including, without limitation, severance payments,
         abandoned lease obligations, office relocation expenses, re-branding
         expenses, asset write-offs, legal, accounting, audit, tax, financial
         advisor and other professional advisor fees but only to the extent the
         foregoing relate to the Borrower's restructuring and rationalization of
         its operations or to the financial restructuring transaction.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         The McGraw-Hill Companies, Inc., or any successor or assignee of the
         business of such division in the business of rating securities.

                  "Second Extension Fee" means a fee equal to the Committed
         Amount as of November 1, 2004 multiplied by 0.75%.

                  "Second Extension Option" means the Borrower's option to
         extend the Termination Date, as more fully set at in Section
         3.4(e)(ii).

                  "Security Agreement" means a security agreement in form and
         substance satisfactory to the Agent to be executed in favor of the
         Agent by the Borrower and each Subsidiary, as amended, modified,
         restated or supplemented from time to time.


                                       20

<PAGE>


                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan.

                  "Solvent" or "Solvency" means, with respect to any Person as
         of a particular date, that on such date (i) such Person is able to
         realize upon its assets and pay its debts and other liabilities,
         contingent obligations and other commitments as they mature in the
         normal course of business, (ii) such Person does not intend to, and
         does not believe that it will, incur debts or liabilities beyond such
         Person's ability to pay as such debts and liabilities mature in their
         ordinary course, (iii) such Person is not engaged in a business or a
         transaction, and is not about to engage in a business or a transaction,
         for which such Person's Property would constitute unreasonably small
         capital after giving due consideration to the prevailing practice in
         the industry in which such Person is engaged or is to engage, (iv) the
         fair value of the Property of such Person is greater than the total
         amount of liabilities, including, without limitation, contingent
         liabilities, of such Person and (v) the present fair saleable value of
         the assets of such Person is not less than the amount that will be
         required to pay the probable liability of such Person on its debts as
         they become absolute and matured. In computing the amount of contingent
         liabilities at any time, it is intended that such liabilities will be
         computed at the amount which, in light of all the facts and
         circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "Subordinated Indebtedness" means (i) any Indebtedness arising
         under the Subordinated Note Documents and (ii) any additional
         Indebtedness (including contingent earn-outs) incurred by the Borrower
         or any of its Subsidiaries which by its terms is specifically
         subordinated in right of payment to the prior payment of the
         obligations of the Credit Parties under this Credit Agreement and the
         other Credit Documents on terms and conditions satisfactory to the
         Agent.

                  "Subordinated Note" means any of the 5 3/4% Convertible
         Subordinated Notes due 2004 issued by the Borrower in favor of the
         Subordinated Noteholders pursuant to the Subordinated Note Indenture,
         as such Subordinated Notes may be amended, modified, restated or
         supplemented and in effect from time to time.

                  "Subordinated Note Documents" means a collective reference to
         the Subordinated Note Indenture, the Subordinated Notes and all other
         related agreements and documents issued or delivered thereunder or
         pursuant thereto.

                  "Subordinated Note Indenture" means that certain Indenture,
         dated as of June 23, 1997, by and between the Borrower and First Union
         National Bank, as trustee, as the same may be amended, modified,
         restated or supplemented and in effect from time to time.

                  "Subordinated Noteholder" means any of the holders from time
         to time of the Subordinated Notes.


                                       21

<PAGE>


                  "Subsidiary" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time, any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries, and (b) any
         partnership, association, joint venture or other entity in which such
         Person directly or indirectly through Subsidiaries has more than 50%
         equity interest at any time.

                  "Termination Date" means, subject to Section 3.4(e), May 1,
         2004.

                  "Termination Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
         (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which might constitute grounds under Section 4042 of
         ERISA for the termination of, or the appointment of a trustee to
         administer, any Plan; or (vi) the complete or partial withdrawal of the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from a
         Multiemployer Plan.

                  "Unused Committed Amount" means, for any period, the amount by
         which (a) the then applicable Committed Amount exceeds (b) the daily
         average sum for such period of (i) the outstanding aggregate principal
         amount of all Loans plus (ii) the outstanding aggregate principal
         amount of all LOC Obligations.

                  "Unused Fee" shall have the meaning assigned to such term in
         Section 3.5(a).

                  "Unused Fee Calculation Period" shall have the meaning
         assigned to such term in Section 3.5(a).

                  "Voting Stock" means, with respect to any Person, capital
         stock issued by such Person the holders of which are ordinarily, in the
         absence of contingencies, entitled to vote for the election of
         directors (or persons performing similar functions) of such Person,
         even though the right so to vote has been suspended by the happening of
         such a contingency.

                  "Warrants" shall have the meaning assigned to such term in the
         Restructure Agreement.

1.2      COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

                                       22


<PAGE>


1.3      ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1
hereof (or, prior to the delivery of the first financial statements pursuant to
Section 7.1 hereof, consistent with the financial statements as of December 30,
2001); provided, however, if (a) the Borrower shall object to determining such
compliance on such basis at the time of delivery of such financial statements
due to any change in GAAP or the rules promulgated with respect thereto or (b)
the Agent or the Required Lenders shall so object in writing within 30 days
after delivery of such financial statements, then such calculations shall be
made on a basis consistent with the most recent financial statements delivered
by the Borrower to the Lenders as to which no such objection shall have been
made.


                                    SECTION 2

                                CREDIT FACILITIES

2.1      LOANS.

         (a)      Commitment. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each Lender
severally agrees to make available to the Borrower such Lender's Commitment
Percentage of revolving credit loans requested by the Borrower in Dollars
("Loans") from time to time from the Closing Date until the Termination Date, or
such earlier date as the Commitments shall have been terminated as provided
herein for the purposes hereinafter set forth; provided, however, that the sum
of the aggregate principal amount of outstanding Loans shall not exceed the
lesser of (i) SEVENTY MILLION SEVEN HUNDRED THOUSAND DOLLARS ($70,700,000) (as
such aggregate maximum amount may be reduced from time to time as provided in
Section 3.4, the "Committed Amount") and (ii) the Borrowing Base; provided,
further, (A) with regard to each Lender individually, such Lender's outstanding
Loans shall not exceed such Lender's Commitment Percentage of the lesser of (i)
the Committed Amount, and (ii) the Borrowing Base; and (B) with regard to the
Lenders collectively, the aggregate principal amount of outstanding Loans plus
LOC Obligations outstanding shall not exceed the lesser of (1) the Committed
Amount and (2) the Borrowing Base. All loans shall be Base Rate Loans, and may
be repaid and reborrowed in accordance with the provisions hereof.

         (b)      Loan Borrowings.

                  (i)      Notice of Borrowing. The Borrower shall request a
         Loan borrowing by written notice (or telephone notice promptly
         confirmed in writing) to the Agent not later


                                       23


<PAGE>

         than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day
         prior to the date of the requested borrowing. Each such request for
         borrowing shall be irrevocable and shall specify (A) that a Loan is
         requested, (B) the date of the requested borrowing (which shall be a
         Business Day), and (C) the aggregate principal amount to be borrowed.
         The Agent shall give notice to each affected Lender promptly upon
         receipt of each Notice of Borrowing pursuant to this Section 2.1(b)(i),
         the contents thereof and each such Lender's share of any borrowing to
         be made pursuant thereto.

                  (ii)     Minimum Amounts. Each Loan shall be in a minimum
         aggregate principal amount of $500,000 and integral multiples of
         $100,000 in excess thereof (or the remaining amount of the Committed
         Amount, if less).

                  (iii)    Advances. Each Lender will make its Commitment
         Percentage of each Loan borrowing available to the Agent for the
         account of the Borrower as specified in Section 3.14(a), or in such
         other manner as the Agent may specify in writing, by 1:00 P.M.
         (Charlotte, North Carolina time) on the date specified in the
         applicable Notice of Borrowing in Dollars and in funds immediately
         available to the Agent. Such borrowing will then be made available to
         the Borrower by the Agent by crediting the account of the Borrower on
         the books of such office with the aggregate of the amounts made
         available to the Agent by the Lenders and in like funds as received by
         the Agent.

         (c)      Repayment. The principal amount of all Loans shall be due and
payable in full on the Termination Date.

         (d)      Interest. Subject to the provisions of Section 3.1, all Loans
shall bear interest at a per annum rate equal to the Base Rate plus the
Applicable Percentage. Interest on Loans shall be payable in arrears on each
applicable Interest Payment Date (or at such other times as may be specified
herein).

         (e)      Notes. The Loans made by each Lender shall be evidenced by a
duly executed promissory note of the Borrower to such Lender in an original
principal amount equal to such Lender's Commitment Percentage of the Committed
Amount and in substantially the form of Schedule 2.1(e).

2.2      LETTER OF CREDIT SUBFACILITY.

         (a)      Issuance. Subject to the terms and conditions hereof and of
the LOC Documents, if any, and any other terms and conditions which the Issuing
Lender may reasonably require, the Lenders will participate in the issuance by
the Issuing Lender from time to time of such Letters of Credit in Dollars from
the Closing Date until the Termination Date as the Borrower may request, in a
form acceptable to the Issuing Lender; provided, however, that (i) the LOC
Obligations outstanding shall not at any time exceed TWELVE MILLION EIGHT
HUNDRED THOUSAND DOLLARS ($12,800,000) (the "LOC Committed Amount") and (ii) the
sum of the aggregate principal amount of outstanding Loans plus LOC Obligations
outstanding shall not at any time exceed the lesser of (A) the Committed Amount
and (B) the Borrowing Base. No Letter of Credit shall (x) have an original
expiry date more than one year from the date of issuance or (y) as


                                       24

<PAGE>

originally issued or as extended, have an expiry date extending beyond the
Termination Date (as then in effect), unless (1) such Letter of Credit will
expire within one (1) year of the Termination Date, (2) such Letter of Credit
shall be fully cash collateralized on and after the Termination Date in
accordance with Section 3.3(b)(i)(B), and (3) the Issuing Lender shall have
consented to such expiry date. The issuance date of each Letter of Credit shall
be a Business Day.

         (b)      Notice and Reports. The request for the issuance of a Letter
of Credit shall be submitted by the Borrower to the Issuing Lender (with a copy
to the Agent) at least three (3) Business Days prior to the requested date of
issuance. The Agent will, at least quarterly and more frequently upon request,
disseminate to each of the Lenders a detailed report specifying the Letters of
Credit which are then issued and outstanding and any activity with respect
thereto which may have occurred since the date of the prior report, and
including therein, among other things, the beneficiary, the face amount, expiry
date as well as any payment or expirations which may have occurred.

         (c)      Participation. Each Lender, upon issuance of a Letter of
Credit, shall be deemed to have purchased without recourse a risk participation
from the applicable Issuing Lender in such Letter of Credit and the obligations
arising thereunder, in each case in an amount equal to its pro rata share of the
obligations under such Letter of Credit (based on the respective Commitment
Percentages of the Lenders) and shall absolutely, unconditionally and
irrevocably assume, as primary obligor and not as surety, and be obligated to
pay to the Issuing Lender therefor and discharge when due, its pro rata share of
the obligations arising under such Letter of Credit. Without limiting the scope
and nature of each Lender's participation in any Letter of Credit, to the extent
that the Issuing Lender has not been reimbursed as required hereunder or under
any such Letter of Credit, each such Lender shall pay to the Issuing Lender its
pro rata share of such unreimbursed drawing in same day funds on the day of
notification by the Agent of an unreimbursed drawing pursuant to the provisions
of subsection (d) hereof. The obligation of each Lender to so reimburse the
Issuing Lender shall be absolute and unconditional and shall not be affected by
the occurrence of a Default, an Event of Default or any other occurrence or
event. Any such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to reimburse the Issuing Lender under any Letter of
Credit, together with interest as hereinafter provided.

         (d)      Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower and the Agent.
Unless the Borrower shall immediately notify the Issuing Lender and the Agent
that the Borrower intends to otherwise reimburse the Issuing Lender for such
drawing, the Borrower shall be deemed to have requested that the Lenders make a
Loan in the amount of the drawing as provided in subsection (e) hereof on the
related Letter of Credit, the proceeds of which will be used to satisfy the
related reimbursement obligations. The Borrower promises to reimburse the
Issuing Lender on the day of drawing under any Letter of Credit (either with the
proceeds of a Loan obtained hereunder or otherwise) in same day funds. If the
Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the
unreimbursed amount of such drawing shall bear interest at a per annum rate
equal to the Base Rate plus the Applicable Percentage plus two percent (2%). The
Borrower's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of setoff,
counterclaim or defense to payment the Borrower may claim or have against the
Issuing

                                       25

<PAGE>


Lender, the Agent, the Lenders, the beneficiary of the Letter of Credit drawn
upon or any other Person, including without limitation any defense based on any
failure of the Borrower or any other Credit Party to receive consideration or
the legality, validity, regularity or unenforceability of the Letter of Credit.
The Agent will promptly notify the other Lenders of the amount of any
unreimbursed drawing and each Lender shall promptly pay to the Agent for the
account of the Issuing Lender in Dollars and in immediately available funds, the
amount of such Lender's pro rata share of such unreimbursed drawing. Such
payment shall be made on the day such notice is received by such Lender from the
Agent if such notice is received at or before 2:00 P.M. (Charlotte, North
Carolina time) otherwise such payment shall be made at or before 12:00 Noon
(Charlotte, North Carolina time) on the Business Day next succeeding the day
such notice is received. If such Lender does not pay such amount to the Issuing
Lender in full upon such request, such Lender shall, on demand, pay to the Agent
for the account of the Agent interest on the unpaid amount during the period
from the date of such drawing until such Lender pays such amount to the Issuing
Lender in full at a rate per annum equal to, if paid within two (2) Business
Days of the date that such Lender is required to make payments of such amount
pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a
rate equal to the Base Rate. Each Lender's obligation to make such payment to
the Issuing Lender, and the right of the Issuing Lender to receive the same,
shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or the
Commitments hereunder, the existence of a Default or Event of Default or the
acceleration of the obligations of the Borrower hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Lender to the Issuing
Lender, such Lender shall, automatically and without any further action on the
part of the Issuing Lender or such Lender, acquire a participation in an amount
equal to such payment (excluding the portion of such payment constituting
interest owing to the Issuing Lender) in the related unreimbursed drawing
portion of the LOC Obligation and in the interest thereon and in the related LOC
Documents, and shall have a claim against the Borrower with respect thereto.

         (e)      Repayment with Loans. On any day on which the Borrower shall
have requested, or been deemed to have requested, a Loan advance to reimburse a
drawing under a Letter of Credit, the Agent shall give notice to the Lenders
that a Loan has been requested or deemed requested by the Borrower to be made in
connection with a drawing under a Letter of Credit, in which case a Loan advance
comprised of Base Rate Loans shall be immediately made to the Borrower by all
Lenders (notwithstanding any termination of the Commitments pursuant to Section
9.2) pro rata based on the respective Commitment Percentages of the Lenders
(determined before giving effect to any termination of the Commitments pursuant
to Section 9.2) and the proceeds thereof shall be paid directly to the Issuing
Lender through the Agent for application to the respective LOC Obligations. Each
such Lender hereby irrevocably agrees to make its pro rata share of each such
Loan immediately upon any such request or deemed request in the amount, in the
manner and on the date specified in the preceding sentence notwithstanding (i)
the amount of such borrowing may not comply with the minimum amount for advances
of Loans otherwise required hereunder, (ii) whether any conditions specified in
Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) failure for any such request or deemed request for Loan to be
made by the time otherwise required hereunder, (v) whether the date of such
borrowing is a date on which Loans are otherwise permitted to be made hereunder
or (vi) any termination of the Commitments relating thereto immediately prior to
or contemporaneously with such borrowing. In the event that any Loan


                                       26

<PAGE>


cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any Credit Party), then each
such Lender hereby agrees that it shall forthwith purchase (as of the date such
borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Issuing Lender such participation in the outstanding LOC Obligations as shall be
necessary to cause each such Lender to share in such LOC Obligations ratably
(based upon the respective Commitment Percentages of the Lenders (determined
before giving effect to any termination of the Commitments pursuant to Section
9.2)), provided that at the time any purchase of participation pursuant to this
sentence is actually made, the purchasing Lender shall be required to pay to the
Issuing Lender, to the extent not paid to the Issuer by the Borrower in
accordance with the terms of subsection (d) hereof, interest on the principal
amount of participation purchased for each day from and including the day upon
which such borrowing would otherwise have occurred to but excluding the date of
payment for such participation, at the rate equal to, if paid within two (2)
Business Days of the date of the Loan advance, the Federal Funds Rate, and
thereafter at a rate equal to the Base Rate.

         (f)      Designation of Subsidiaries as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.2(a) hereof, a Letter of Credit issued
hereunder may contain a statement to the effect that such Letter of Credit is
issued for the account of a Subsidiary of the Borrower, provided that
notwithstanding such statement, the Borrower shall be the actual account party
for all purposes of this Credit Agreement for such Letter of Credit and such
statement shall not affect the Borrower's reimbursement obligations hereunder
with respect to such Letter of Credit.

         (g)      Renewal, Extension. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (h)      Uniform Customs and Practices/ISP98. The Issuing Lender may
have the Letters of Credit be subject to either The Uniform Customs and Practice
for Documentary Credits, as published as of the date of issue by the
International Chamber of Commerce (the "UCP") or the rules of the "International
Standby Practices 1998" ("ISP98") published by the Institute of International
Banking Law & Practice (or such later version thereof as may be in effect at the
time of issuance), in which case the UCP or the ISP98, as applicable, may be
incorporated therein and deemed in all respects to be a part thereof.

         (i)      Indemnification; Nature of Issuing Lender's Duties. (i) In
         addition to its other obligations under this Section 2.2, the Borrower
         hereby agrees to protect, indemnify, pay and save the Issuing Lender
         harmless from and against any and all claims, demands, liabilities,
         damages, losses, costs, charges and expenses (including reasonable
         attorneys' fees) that the Issuing Lender may incur or be subject to as
         a consequence, direct or indirect, of (A) the issuance of any Letter of
         Credit or (B) the failure of the Issuing Lender to honor a drawing
         under a Letter of Credit as a result of any act or omission, whether
         rightful or wrongful, of any present or future de jure or de facto
         government or governmental authority (all such acts or omissions,
         herein called "Government Acts").

                                       27

<PAGE>


                  (ii)     As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (A) for the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any document submitted by any party in
         connection with the application for and issuance of any Letter of
         Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged; (B) for the
         validity or sufficiency of any instrument transferring or assigning or
         purporting to transfer or assign any Letter of Credit or the rights or
         benefits thereunder or proceeds thereof, in whole or in part, that may
         prove to be invalid or ineffective for any reason; (C) for errors,
         omissions, interruptions or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex or otherwise, whether or not
         they be in cipher; (D) for any loss or delay in the transmission or
         otherwise of any document required in order to make a drawing under a
         Letter of Credit or of the proceeds thereof; and (E) for any
         consequences arising from causes beyond the control of the Issuing
         Lender, including, without limitation, any Government Acts. None of the
         above shall affect, impair, or prevent the vesting of the Issuing
         Lender's rights or powers hereunder.

                  (iii)    In furtherance and extension and not in limitation of
         the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted without
         gross negligence or bad faith, shall not put such Issuing Lender under
         any resulting liability to the Borrower or any other Credit Party. It
         is the intention of the parties that this Credit Agreement shall be
         construed and applied to protect and indemnify the Issuing Lender
         against any and all risks involved in the issuance of the Letters of
         Credit, all of which risks are hereby assumed by the Borrower (on
         behalf of itself and each of the other Credit Parties), including,
         without limitation, any and all Government Acts. The Issuing Lender
         shall not, in any way, be liable for any failure by the Issuing Lender
         or anyone else to pay any drawing under any Letter of Credit as a
         result of any Government Acts or any other cause beyond the control of
         the Issuing Lender.

                  (iv)     Nothing in this subsection (h) is intended to limit
         the reimbursement obligations of the Borrower contained in subsection
         (d) above. The obligations of the Borrower under this subsection (h)
         shall survive the termination of this Credit Agreement. No act or
         omissions of any current or prior beneficiary of a Letter of Credit
         shall in any way affect or impair the rights of the Issuing Lender to
         enforce any right, power or benefit under this Credit Agreement.

                  (v)      Notwithstanding anything to the contrary contained in
         this subsection (h), the Borrower shall have no obligation to indemnify
         the Issuing Lender in respect of any liability incurred by the Issuing
         Lender (A) arising out of the gross negligence or willful misconduct of
         the Issuing Lender, as determined by a court of competent jurisdiction,
         or (B) caused by the Issuing Lender's failure to pay under any Letter
         of Credit after presentation to it of a request strictly complying with
         the terms and conditions of such Letter of Credit, as determined by a
         court of competent jurisdiction, unless such payment is prohibited by
         any law, regulation, court order or decree.


                                       28


<PAGE>


         (j)      Responsibility of Issuing Lender. It is expressly understood
and agreed that the obligations of the Issuing Lender hereunder to the Lenders
are only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.2 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.2 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

         (k)      Conflict with LOC Documents. In the event of any conflict
between this Credit Agreement and any LOC Document (including any letter of
credit application), this Credit Agreement shall control.


                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1      DEFAULT RATE.

         If any amount payable by the Borrower under any Credit Document is not
paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. Furthermore,
while any Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Borrower's Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable laws. Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and
payable upon demand.

3.2      [RESERVED].

3.3      PREPAYMENTS.

         (a)      Voluntary Prepayments. The Borrower shall have the right to
prepay Loans in whole or in part from time to time without premium or penalty;
provided, however, that each such partial prepayment of Loans shall be in a
minimum principal amount of $500,000 or such lesser amount as may be approved by
the Agent. Subject to the foregoing terms, amounts prepaid under this Section
3.3(a) shall be applied as the Borrower may elect or, if the Borrower has not so
specified, first to Base Rate Loans and then (after all Loans have been repaid)
to cash collateralize the LOC Obligations (in a manner satisfactory to the
Agent).

                                       29

<PAGE>


         (b)      Mandatory Prepayments and Cash Collateralization.

                  (i)      (A) Committed Amount. If at any time, the sum of the
                  aggregate principal amount of outstanding Loans plus LOC
                  Obligations outstanding shall exceed the lesser of (I) the
                  Committed Amount and (II) the Borrowing Base, the Borrower
                  promises to prepay immediately the outstanding principal
                  balance on the Loans and (after all Loans have been repaid)
                  cash collateralize the LOC Obligations (in a manner
                  satisfactory to the Agent) in an amount sufficient to
                  eliminate such excess (to be applied as set forth in Section
                  3.3(c) below). Without limiting the foregoing, each Credit
                  Party acknowledges and agrees that the Committed Amount will
                  be automatically reduced on the dates and in the amounts set
                  forth in Section 3.4(b), and that a mandatory prepayment will
                  be required on each such date to the extent necessary to cause
                  the sum of the aggregate principal amount of outstanding Loans
                  plus LOC Obligations outstanding not to exceed the lesser of
                  (I) the reduced Committed Amount as of such date and (II) the
                  Borrowing Base.

                           (B) LOC Committed Amount/LOC Expiry. If at any time,
                  the aggregate principal amount of LOC Obligations shall exceed
                  the LOC Committed Amount, the Borrower immediately shall cash
                  collateralize the LOC Obligations (in a manner satisfactory to
                  the Agent) in an amount sufficient to eliminate such excess.
                  If any Letter of Credit remains outstanding and unexpired or
                  uncancelled on the Termination Date, then the Borrower shall
                  immediately cash collateralize such Letter of Credit (in a
                  manner satisfactory to the Agent) in an amount equal to the
                  maximum amount which is, or at any time thereafter may become,
                  available to be drawn under such Letter of Credit.

                  (ii)     Asset Sales. Immediately upon the occurrence of any
         Asset Sale, the Borrower shall prepay the Loans and (after all Loans
         have been repaid) cash collateralize the LOC Obligations (in a manner
         satisfactory to the Agent) in an amount equal to 100% of the Net
         Proceeds of the related Asset Sale (to be applied as set forth in
         Section 3.3(c) below).

                  (iii)    Equity Transactions. Immediately upon the occurrence
         of any Equity Transaction, the Borrower shall prepay the Loans and
         (after all Loans have been repaid) cash collateralize the LOC
         Obligations (in a manner satisfactory to the Agent) in an amount equal
         to 100% of the Net Proceeds of the related Equity Transaction (to be
         applied as set forth in Section 3.3(c) below).

                  (iv)     Debt Issuances. Immediately upon the consummation of
         any Debt Issuance, the Borrower shall prepay the Loans and (after all
         Loans have been repaid) cash collateralize the LOC Obligations (in a
         manner satisfactory to the Agent) in an amount equal to 100% of the Net
         Proceeds of the related Debt Issuance (to be applied as set forth in
         Section 3.3(c) below).

                  (v)      Tax Refunds. Immediately upon the receipt by the
         Borrower or any of its Subsidiaries of any income tax or other similar
         refund in an amount in excess of $250,000 in the aggregate in any
         fiscal year, the Borrower shall prepay the Loans and


                                       30

<PAGE>


         (after all Loans have been repaid) cash collateralize the LOC
         Obligations (in a manner satisfactory to the Agent) in an amount equal
         to 100% of such refund (to be applied as set forth in Section 3.3(c)
         below).

         (c)      Application of Mandatory Prepayments. All amounts required to
be paid pursuant to Section 3.3(b) shall be applied as follows:

                  (i)      with respect to all amounts prepaid pursuant to
         Section 3.3(b)(i)(A), to Loans and (after all Loans have been repaid)
         to a cash collateral account in respect of LOC Obligations;

                  (ii)     with respect to all amounts prepaid pursuant to
         Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC
         Obligations;

                  (iii)    with respect to all amounts prepaid pursuant to
         Sections 3.3(b)(ii) and 3.3(b)(iv) to Loans and (after all Loans have
         been repaid) to a cash collateral account in respect of LOC Obligations
         (with a corresponding reduction in the Committed Amount in an amount
         equal to 100% of the Net Proceeds of the related Asset Sale or Debt
         Issuance, rounded down to the nearest $500,000;

                  (iv)     with respect to all amounts prepaid pursuant to
         Section 3.3(b)(iii) to Loans and (after all Loans have been repaid) to
         a cash collateral account in respect of LOC Obligations (with a
         corresponding reduction in the Committed Amount in an amount equal to
         100% of the Net Proceeds of the related Equity Transaction, rounded up
         or down to the nearest $500,000); and

                  (v)      with respect to all amounts paid pursuant to Section
         3.3(b)(v), to Loans and (after all Loans have been repaid) to a cash
         collateral account in respect of LOC Obligations (with a corresponding
         reduction in the Committed Amount in an amount equal to 100% of the
         amount of such refund, rounded up or down to the nearest $50,000).

3.4      TERMINATION AND REDUCTION OF COMMITTED AMOUNT; EXTENSION OPTIONS.

         (a)      Voluntary Reductions. The Borrower may from time to time
permanently reduce or terminate the Committed Amount in whole or in part (in
minimum aggregate amounts of $1,000,000 or in integral multiples of $1,000,000
in excess thereof (or, if less, the full remaining amount of the then applicable
Committed Amount)) upon five Business Days' prior written notice to the Agent;
provided, however, no such termination or reduction shall be made which would
cause the aggregate principal amount of outstanding Loans plus LOC Obligations
outstanding to exceed the lesser of (i) the Committed Amount and (ii) the
Borrowing Base unless, concurrently with such termination or reduction, the
Loans are repaid to the extent necessary to eliminate such excess. The
Commitments of the Lenders and the Issuing Lender shall automatically terminate
on the Termination Date. The Agent shall promptly notify each affected Lender of
receipt by the Agent of any notice from the Borrower pursuant to this Section
3.4(a).

         (b)      [RESERVED]


                                       31

<PAGE>


         (c)      Termination Date. The Commitments of the Lenders and the LOC
Commitment of the Issuing Lender shall automatically terminate on the
Termination Date.

         (d)      General. The Borrower shall pay to the Agent for the account
of the Lenders in accordance with the terms of Section 3.5(a), on the date of
each termination or reduction of the Committed Amount, the Unused Fee accrued
through the date of such termination or reduction on the amount of the Committed
Amount so terminated or reduced.

         (e)      Extension Options.

                  (i)      If (i) the Borrower has given the Agent and the
         Lenders at least 30 days prior written notice of its desire to extend
         the Termination Date, (ii) as of May 1, 2004, each of the conditions
         precedent set forth in clauses (ii), (iii) and (iv) of Section 5.2 is
         then satisfied (or waived by all of the Lenders, as applicable), as
         certified by a responsible officer of the Borrower in an officer's
         certificate, the form of which shall be satisfactory to the Agent, and
         (iii) on or before May 1, 2004 the Borrower has paid the First
         Extension Fee to the Agent for the benefit of the Lenders, then the
         Borrower may exercise the First Extension Option to extend the
         Termination Date to November 1, 2004.

                  (ii)     If (i) the Borrower has given the Agent and the
         Lenders at least 30 days prior written notice of its desire to extend
         the Termination Date, (ii) as of November 1, 2004, each of the
         conditions precedent set forth in clauses (ii), (iii) and (iv) of
         Section 5.2 is then satisfied (or waived by all of the Lenders, as
         applicable), as certified by a responsible officer of the Borrower in
         an officer's certificate, the form of which shall be satisfactory to
         the Agent, and (iii) on or before November 1, 2004 the Borrower has
         paid the Second Extension Fee to the Agent for the benefit of the
         Lenders, then the Borrower may exercise the Second Extension Option to
         extend the Termination Date to May 1, 2005.

3.5      FEES.

         (a)      Unused Fee. In consideration of the Commitments of the Lenders
hereunder, the Borrower agrees to pay to the Agent for the account of each
Lender a fee (the "Unused Fee") on the Unused Committed Amount computed at a per
annum rate for each day during the applicable Unused Fee Calculation Period
(hereinafter defined) at a rate equal to the Applicable Percentage in effect
from time to time. The Unused Fee commenced to accrue on the date hereof and is
due and payable in arrears on the last business day of each calendar month (and
any date that the Committed Amount is reduced as provided in Section 3.4(a) and
the Termination Date) for the immediately preceding month (or portion thereof)
(each such month or portion thereof for which the Unused Fee is payable
hereunder being herein referred to as an "Unused Fee Calculation Period").

         (b)      Letter of Credit Fees.

                  (i)      Letter of Credit Issuance Fee. In consideration of
         the issuance of Letters of Credit hereunder, the Borrower promises to
         pay to the Agent for the account of each Lender a fee (the "Letter of
         Credit Fee") on such Lender's Commitment Percentage of the average


                                       32

<PAGE>


         daily maximum amount available to be drawn under each such Letter of
         Credit computed at a per annum rate for each day from the date of
         issuance to the date of expiration equal to the Applicable Percentage.
         The Letter of Credit Fee will be payable monthly in arrears on the last
         Business Day of each calendar month for the immediately preceding month
         (or a portion thereof).

                  (ii)     Issuing Lender Fees. In addition to the Letter of
         Credit Fee payable pursuant to clause (i) above, the Borrower promises
         to pay to the Issuing Lender for its own account without sharing by the
         other Lenders (A) a letter of credit fronting fee equal to 0.125% of
         the average daily maximum amount available to be drawn under each
         Letter of Credit computed at a per annum rate for each day from the
         date of issuance to the date of expiration and (B) the customary
         charges from time to time of the Issuing Lender with respect to the
         issuance, amendment, transfer, administration, cancellation and
         conversion of, and drawings under, such Letters of Credit
         (collectively, the "Issuing Lender Fees").

         (c)      Administrative Fees. The Borrower agrees to pay to the Agent,
for its own account, the fees referred to in the Agent's Fee Letter
(collectively, the "Agent's Fees").


3.6      CAPITAL ADEQUACY.

         If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction. Each determination by any such Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto.

3.7      [RESERVED].

3.8      [RESERVED].

3.9      REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):


                                       33

<PAGE>


                  (a)      shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit or change the basis of
         taxation of payments to such Lender in respect thereof (except for (i)
         Non-Excluded Taxes covered by Section 3.10 (including Non-Excluded
         Taxes imposed solely by reason of any failure of such Lender to comply
         with its obligations under Section 3.10(b)) and (ii) changes in taxes
         measured by or imposed upon the overall net income, or franchise tax
         (imposed in lieu of such net income tax), of such Lender or its
         applicable lending office, branch, or any affiliate thereof));

                  (b)      shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender; or

                  (c)      shall impose on such Lender any other condition
         (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of participating in Letters
of Credit or to reduce any amount receivable hereunder in respect thereof, then,
in any such case, upon notice to the Borrower from such Lender, through the
Agent, in accordance herewith, the Borrower shall be obligated to promptly pay
such Lender, upon its demand, any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall provide prompt notice thereof to the Borrower, through the Agent,
certifying (x) that one of the events described in this paragraph (a) has
occurred and describing in reasonable detail the nature of such event, (y) as to
the increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation
of the calculation thereof. Such a certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the Agent,
to the Borrower shall be conclusive and binding on the parties hereto in the
absence of manifest error. This covenant shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

3.10     TAXES.

         (a)      Except as provided below in this subsection, all payments made
by the Borrower under this Credit Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any court, or governmental body, agency or other
official, excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or affiliate thereof,
and all franchise taxes, branch taxes, taxes on doing business or taxes on the
overall capital or net worth of any Lender or its applicable lending office, or
any branch or affiliate thereof, in each case imposed in lieu of net income
taxes, imposed: (i) by the jurisdiction under the laws of which such Lender,
applicable lending office, branch or affiliate is organized or is located, or in
which its principal executive office is located, or any nation


                                       34

<PAGE>


within which such jurisdiction is located or any political subdivision thereof;
or (ii) by reason of any connection between the jurisdiction imposing such tax
and such Lender, applicable lending office, branch or affiliate other than a
connection arising solely from such Lender having executed, delivered or
performed its obligations, or received payment under or enforced, this Credit
Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to
be withheld from any amounts payable to the Agent or any Lender hereunder or
under any Notes, (A) the amounts so payable to the Agent or such Lender shall be
increased to the extent necessary to yield to the Agent or such Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Credit Agreement and
any Notes, provided, however, that the Borrower shall be entitled to deduct and
withhold any Non-Excluded Taxes and shall not be required to increase any such
amounts payable to any Lender that is not organized under the laws of the United
States of America or a state thereof if such Lender fails to comply with the
requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes
are payable by the Borrower, and (B) as promptly as possible thereafter the
Borrower shall send to the Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Agent the required receipts or other required documentary evidence,
the Borrower shall indemnify the Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Agent or any Lender
as a result of any such failure. The agreements in this subsection shall survive
the termination of this Credit Agreement and the payment of the Loans and all
other amounts payable hereunder.

         (b)      Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                  (X)      (i) on or before the date of any payment by the
         Borrower under this Credit Agreement or Notes to such Lender, deliver
         to the Borrower and the Agent (A) two (2) duly completed copies of
         United States Internal Revenue Service Form 1001 or 4224, or successor
         applicable form, as the case may be, certifying that it is entitled to
         receive payments under this Credit Agreement and any Notes without
         deduction or withholding of any United States federal income taxes and
         (B) an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be, certifying that it is entitled to
         an exemption from United States backup withholding tax;

                           (ii) deliver to the Borrower and the Agent two (2)
                  further copies of any such form or certification on or before
                  the date that any such form or certification expires or
                  becomes obsolete and after the occurrence of any event
                  requiring a change in the most recent form previously
                  delivered by it to the Borrower; and

                           (iii) obtain such extensions of time for filing and
                  complete such forms or certifications as may reasonably be
                  requested by the Borrower or the Agent; or

                  (Y)      in the case of any such Lender that is not a "bank"
         within the meaning of Section 881(c)(3)(A) of the Internal Revenue
         Code, (i) represent to the Borrower (for the


                                       35

<PAGE>


         benefit of the Borrower and the Agent) that it is not a bank within the
         meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii)
         agree to furnish to the Borrower on or before the date of any payment
         by the Borrower, with a copy to the Agent two (2) accurate and complete
         original signed copies of Internal Revenue Service Form W-8, or
         successor applicable form certifying to such Lender's legal entitlement
         at the date of such certificate to an exemption from U.S. withholding
         tax under the provisions of Section 881(c) of the Internal Revenue Code
         with respect to payments to be made under this Credit Agreement and any
         Notes (and to deliver to the Borrower and the Agent two (2) further
         copies of such form on or before the date it expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recently provided form and, if necessary, obtain any
         extensions of time reasonably requested by the Borrower or the Agent
         for filing and completing such forms), and (iii) agree, to the extent
         legally entitled to do so, upon reasonable request by the Borrower, to
         provide to the Borrower (for the benefit of the Borrower and the Agent)
         such other forms as may be reasonably required in order to establish
         the legal entitlement of such Lender to an exemption from withholding
         with respect to payments under this Credit Agreement and any Notes;

         unless in any such case any change in treaty, law or regulation has
         occurred after the date such Person becomes a Lender hereunder which
         renders all such forms inapplicable or which would prevent such Lender
         from duly completing and delivering any such form with respect to it
         and such Lender so advises the Borrower and the Agent. Each Person that
         shall become a Lender or a participant of a Lender pursuant to
         subsection 11.3 shall, upon the effectiveness of the related transfer,
         be required to provide all of the forms, certifications and statements
         required pursuant to this subsection, provided that in the case of a
         participant of a Lender the obligations of such participant of a Lender
         pursuant to this subsection (b) shall be determined as if the
         participant of a Lender were a Lender except that such participant of a
         Lender shall furnish all such required forms, certifications and
         statements to the Lender from which the related participation shall
         have been purchased.

3.11     PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

                  (a)      Loans. Each Loan, each payment or prepayment of
         principal of any Loan or reimbursement obligations arising from
         drawings under Letters of Credit, each payment of interest on the Loans
         or reimbursement obligations arising from drawings under Letters of
         Credit, each payment of Unused Fees, each payment of the Standby Letter
         of Credit Fee, each payment of the Trade Letter of Credit Fee, each
         reduction of the Committed Amount and each conversion or extension of
         any Loan, shall be allocated pro rata among the Lenders in accordance
         with the respective principal amounts of their outstanding Loans and
         Participation Interests.

                  (b)      Advances. Unless the Agent shall have been notified
         in writing by any Lender prior to a borrowing that such Lender will not
         make the amount that would constitute its ratable share of such
         borrowing available to the Agent, the Agent may assume


                                       36

<PAGE>

         that such Lender is making such amount available to the Agent, and the
         Agent may, in reliance upon such assumption, make available to the
         Borrower a corresponding amount. If such amount is not made available
         to the Agent by such Lender within the time period specified therefor
         hereunder, such Lender shall pay to the Agent, on demand, such amount
         with interest thereon at a rate equal to the Federal Funds Rate for the
         period until such Lender makes such amount immediately available to the
         Agent. A certificate of the Agent submitted to any Lender with respect
         to any amounts owing under this subsection shall be conclusive in the
         absence of manifest error.

3.12     SHARING OF PAYMENTS.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a participation in such Loans, LOC Obligations
and other obligations in such amounts, and make such other adjustments from time
to time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit (together with its share of any accrued interest
payable with respect thereto) to each Lender whose payment shall have been
rescinded or otherwise restored. The Borrower agrees that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Loan, LOC Obligations or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Agent shall fail to remit to the Agent or any other Lender
an amount payable by such Lender or the Agent to the Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to the Agent or such
other Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.12 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.12 to share in the benefits of any recovery on such secured claim.

3.13     PAYMENTS, COMPUTATIONS, ETC.

         (a)      Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Agent in dollars in immediately available funds,
without offset, deduction, counterclaim


                                       37

<PAGE>


or withholding of any kind, at the Agent's office specified in Schedule 2.1(a)
not later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due.
Payments received after such time shall be deemed to have been received on the
next succeeding Business Day. The Agent may (but shall not be obligated to)
debit the amount of any such payment which is not made by such time to any
ordinary deposit account of the Borrower maintained with the Agent (with notice
to the Borrower). The Borrower shall, at the time it makes any payment under
this Credit Agreement, specify to the Agent the Loans, LOC Obligations, Fees,
interest or other amounts payable by the Borrower hereunder to which such
payment is to be applied (and in the event that it fails so to specify, or if
such application would be inconsistent with the terms hereof, the Agent shall
distribute such payment to the Lenders in such manner as the Agent may determine
to be appropriate in respect of obligations owing by the Borrower hereunder,
subject to the terms of Section 3.11(a)). The Agent will distribute such
payments to such Lenders, if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time) on a Business Day in like funds as received
prior to the end of such Business Day and otherwise the Agent will distribute
such payment to such Lenders on the next succeeding Business Day. Whenever any
payment hereunder shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day
(subject to accrual of interest and Fees for the period of such extension).
Except as expressly provided otherwise herein, all computations of interest and
fees shall be made on the basis of actual number of days elapsed over a year of
360 days, except with respect to computation of interest on Base Rate Loans
which (unless the Base Rate is determined by reference to the Federal Funds
Rate) shall be calculated based on a year of 365 or 366 days, as appropriate.
Interest shall accrue from and include the date of borrowing, but exclude the
date of payment.

         (b)      Allocation of Payments After Event of Default. Notwithstanding
any other provisions of this Credit Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Agent or any Lender on account of the Borrower's
Obligations or any other amounts outstanding under any of the Credit Documents
or in respect of the Collateral shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Agent in connection with enforcing the rights of the Lenders
         under the Credit Documents and any protective advances made by the
         Agent with respect to the Collateral under or pursuant to the terms of
         the Collateral Documents;

                  SECOND, to payment of any fees owed to the Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys' fees)
         of each of the Lenders in connection with enforcing its rights under
         the Credit Documents or otherwise with respect to the Borrower's
         Obligations owing to such Lender;

                  FOURTH, to the payment of all of the Borrower's Obligations
         consisting of accrued fees and interest;


                                       38

<PAGE>


                  FIFTH, to the payment of the outstanding principal amount of
         the Borrower's Obligations;

                  SIXTH, to the Agent for the account of the Issuing Lender, to
         Cash Collateralize that portion of LOC Obligations comprised of the
         aggregate undrawn amount of Letters of Credit;

                  SEVENTH, to all other Borrower's Obligations and other
         obligations which shall have become due and payable under the Credit
         Documents or otherwise and not repaid pursuant to clauses "FIRST"
         through "SIXTH" above; and

                  EIGHTH, to the payment of the surplus, if any, to whoever may
be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding Loans
held by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH", "SIXTH"
and "SEVENTH" above.

3.14     EVIDENCE OF DEBT.

         (a)      Each Lender shall maintain an account or accounts evidencing
each Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Credit Agreement. Each Lender will make reasonable efforts to
maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

         (b)      The Agent shall maintain the Register pursuant to Section
11.3(c) hereof, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each such Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender hereunder and (iii)
the amount of any sum received by the Agent hereunder from or for the account of
the Borrower and each Lender's share thereof. The Agent will make reasonable
efforts to maintain the accuracy of the subaccounts referred to in the preceding
sentence and to promptly update such subaccounts from time to time, as
necessary.

         (c)      The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.15 (and, if consistent
with the entries of the Agent, subsection (a)) shall be prima facie evidence of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Agent to maintain any
such account, such Register or such subaccount, as applicable, or any error
therein, shall not in any manner affect the obligation of the Borrower to repay
the Loans made by such Lender in accordance with the terms hereof.


                                       39

<PAGE>


3.15     MANDATORY ASSIGNMENT.

         In the event any Lender delivers to the Borrower any notice in
accordance with Section 3.9, then, provided that no Default or Event of Default
has occurred and is continuing at such time, the Borrower may, at its own
expense (such expense to include any transfer fee payable to the Agent under
Section 11.3(b)), and in its sole discretion require such Lender to transfer and
assign in whole or in part, without recourse (in accordance with and subject to
the terms and conditions of Section 11.3(b)), all or part of its interests,
rights and obligations under this Credit Agreement to any assignee which shall
assume such assigned obligations, provided that (i) such assignee shall be (a)
any Lender or any Affiliate or Subsidiary of a Lender, or (b) any other
commercial bank, financial institution or "accredited investor" (as defined in
Regulation D of the Securities and Exchange Commission) reasonably acceptable to
the Agent and the Required Lenders, (ii) such assignment shall not conflict with
any law, rule or regulation or order of any court or other Governmental
Authority and (iii) the Borrower or such assignee shall have paid to the
assigning Lender in immediately available funds the principal of and interest
accrued to the date of such payment on the Loans made by it hereunder and all
other amounts owed to it hereunder (including, without limitation, any amounts
owing pursuant to Section 3.9).


                                    SECTION 4

                                    GUARANTY

4.1      THE GUARANTEE.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Hedging Agreement and the
Agent as hereinafter provided the prompt payment of the Borrower's Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, a mandatory cash collateralization or otherwise) strictly in
accordance with the terms thereof. The Guarantors hereby further agree that if
any of the Borrower's Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as mandatory cash
collateralization or otherwise), the Guarantors will, jointly and severally,
promptly pay the same, without any demand or notice whatsoever, and that in the
case of any extension of time of payment or renewal of any of the Borrower's
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the
obligations of each Guarantor hereunder shall be limited to the maximum amount
that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code).


                                       40

<PAGE>


4.2      OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 hereof are joint
and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Borrower's Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.2 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor of the Borrower's Obligations for amounts paid under this
Guaranty until such time as the Lenders (and any Affiliates of Lenders entering
into Hedging Agreements) have been paid in full, all Commitments under the
Credit Agreement have been terminated and no Person or Governmental Authority
shall have any right to request any return or reimbursement of funds from the
Lenders in connection with monies received under the Credit Documents or Hedging
Agreements. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder
which shall remain absolute and unconditional as described above:

                  (i)      at any time or from time to time, without notice to
         any Guarantor, the time for any performance of or compliance with any
         of the Borrower's Obligations shall be extended, or such performance or
         compliance shall be waived;

                  (ii)     any of the acts mentioned in any of the provisions of
         any of the Credit Documents, any Hedging Agreement or any other
         agreement or instrument referred to in the Credit Documents or Hedging
         Agreements shall be done or omitted;

                  (iii)    the maturity of any of the Borrower's Obligations
         shall be accelerated, or any of the Borrower's Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         any of the Credit Documents, any Hedging Agreement or any other
         agreement or instrument referred to in the Credit Documents or Hedging
         Agreements shall be waived or any other guarantee of any of the
         Borrower's Obligations or any security therefor shall be released or
         exchanged in whole or in part or otherwise dealt with;

                  (iv)     any Lien granted to, or in favor of, the Agent or any
         Lender or Lenders as security for any of the Borrower's Obligations
         shall fail to attach or be perfected; or

                  (v)      any of the Borrower's Obligations shall be determined
         to be void or voidable (including, without limitation, for the benefit
         of any creditor of any Guarantor) or shall be subordinated to the
         claims of any Person (including, without limitation, any creditor of
         any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the


                                       41

<PAGE>


Agent or any Lender exhaust any right, power or remedy or proceed against any
Person under any of the Credit Documents, any Hedging Agreement or any other
agreement or instrument referred to in the Credit Documents or Hedging
Agreements, or against any other Person under any other guarantee of, or
security for, any of the Borrower's Obligations.

4.3      REINSTATEMENT.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Borrower's Obligations is rescinded
or must be otherwise restored by any holder of any of the Borrower's
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agent and each Lender on demand for all reasonable costs and expenses
(including, without limitation, fees and expenses of counsel) incurred by the
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

4.4      CERTAIN ADDITIONAL WAIVERS.

         Without limiting the generality of the provisions of this Section 4,
each Guarantor hereby specifically waives the benefits of N.C. Gen.
Stat.ss.ss.26-7 through 26-9, inclusive. Each Guarantor further agrees that such
Guarantor shall have no right of recourse to security for the Borrower's
Obligations, except through the exercise of the rights of subrogation pursuant
to Section 4.2.

4.5      REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agent and the Lenders, on the
other hand, the Borrower's Obligations may be declared to be forthwith due and
payable as provided in Section 9.2 hereof (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 9.2)
for purposes of Section 4.1 hereof notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Borrower's
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Borrower's Obligations
being deemed to have become automatically due and payable), the Borrower's
Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Guarantors for purposes of said Section 4.1.

4.6      RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment


                                       42

<PAGE>


obligation of any Guarantor to any Excess Funding Guarantor under this Section
4.6 shall be subordinate and subject in right of payment to the prior payment in
full of the obligations of such Guarantor under the other provisions of this
Section 4, and such Excess Funding Guarantor shall not exercise any right or
remedy with respect to such excess until payment and satisfaction in full of all
of such obligations. For purposes hereof, (i) "Excess Funding Guarantor" shall
mean, in respect of any obligations arising under the other provisions of this
Section 4 (hereafter, the "Guaranteed Obligations"), a Guarantor that has paid
an amount in excess of its Pro Rata Share of the Guaranteed Obligations; (ii)
"Excess Payment" shall mean, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of
such Guaranteed Obligations; and (iii) "Pro Rata Share", for the purposes of
this Section 4.6, shall mean, for any Guarantor, the ratio (expressed as a
percentage) of (a) the amount by which the aggregate present fair saleable value
of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (b) the amount by which the aggregate present fair saleable value
of all assets and other properties of the Borrower and all of the Guarantors
exceeds the amount of all of the debts and liabilities (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of the Borrower and the Guarantors hereunder) of the Borrower and
all of the Guarantors, all as of the Closing Date (if any Guarantor becomes a
party hereto subsequent to the Closing Date, then for the purposes of this
Section 4.6 such subsequent Guarantor shall be deemed to have been a Guarantor
as of the Closing Date and the information pertaining to, and only pertaining
to, such Guarantor as of the date such Guarantor became a Guarantor shall be
deemed true as of the Closing Date).

4.7      CONTINUING GUARANTEE.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Borrower's Obligations whenever arising.


                                    SECTION 5

                                   CONDITIONS

5.1      CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement and
to make the initial Loans or the Issuing Lender to issue the initial Letter of
Credit, whichever shall occur first, shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

                  (a)      The Agent shall have received original counterparts
         of this Credit Agreement executed by each of the parties hereto;

                  (b)      The Agent shall have received an appropriate original
         Note for each Lender requesting such Note, executed by the Borrower;


                                       43

<PAGE>


                  (c)      The Agent shall have received original counterparts
         of the Restructure Agreement, executed by each of the parties thereto;

                  (d)      The Agent shall have received all documents it may
         reasonably request relating to the existence and good standing of each
         of the Credit Parties, the corporate or other necessary authority for
         and the validity of the Credit Documents, and any other matters
         relevant thereto, all in form and substance reasonably satisfactory to
         the Agent;

                  (e)      The Agent shall have received, in form and substance
         satisfactory to the Agent, legal opinions of Robinson, Bradshaw &
         Hinson, P.A., counsel for the Credit Parties, dated as of the Closing
         Date;

                  (f)      The Agent shall have received, for its own account
         and for the accounts of the Lenders, all fees and expenses required by
         this Credit Agreement or any other Credit Document to be paid on or
         before the Closing Date (including, without limitation, any and all
         out-of-pocket costs (to the extent invoiced) incurred by the Agent
         (including, without limitation, the reasonable fees and expenses of
         Moore & Van Allen, PLLC and Ernst and Young Corporate Finance LLC), and
         fees and other amounts payable to the Agent, in each case in connection
         with the negotiation, preparation, execution and delivery of this
         Credit Agreement);

                  (g)      The Agent, on behalf of each Lender, shall have
         received an amendment fee equal to the sum of (i) 1.00% of each such
         Lender's Commitment after giving effect to the transactions
         contemplated hereby plus (ii) 1.00% of each Lender's portion of the
         Forgiven Balance (as defined in the Restructure Agreement);

                  (h)      Availability shall be at least $8,000,000;

                  (i)      the Agent shall have received approximately
         $37,985,000 in cash on hand from the Borrower to be applied to Loans
         outstanding immediately prior to giving effect to the transactions
         contemplated hereby;

                  (j)      the Agent shall have received, for the benefit of the
         Lenders, attached warrants to purchase up to ten percent (10%) of the
         fully diluted shares of common stock of the Borrower in the aggregate,
         such warrants having a strike price that corresponds to a $60 million
         equity value for the Borrower and exercisable within ten years of the
         Closing Date;

                  (k)      at least $109,661,000 of the 5-3/4% Convertible
         Subordinated Notes due 2004 shall have been exchanged for common stock
         equity in the Borrower; and

                  (l)      The Agent shall have received such other documents,
         agreements or information which may be reasonably requested by the
         Agent.


                                       44

<PAGE>


5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligations of each Lender to make, convert or extend any Loan and
of the Issuing Lender to issue or extend Letters of Credit (including the
initial Loans and the initial Letter of Credit) are subject to satisfaction of
the following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

                  (i)      The Borrower shall have delivered (A) in the case of
         any Loan, an appropriate Notice of Borrowing or (B) in the case of any
         Letter of Credit, the Issuing Lender shall have received an appropriate
         request for issuance in accordance with the provisions of Section
         2.2(b);

                  (ii)     The representations and warranties set forth in
         Section 6 shall be, subject to the limitations set forth therein, true
         and correct in all material respects as of such date (except for those
         which expressly relate to an earlier date, which shall be true and
         correct in all material aspects as of such earlier date);

                  (iii)    There shall not have been commenced against the
         Borrower or any Guarantor an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or any case, proceeding or other action for the appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         similar official) of such Person or for any substantial part of its
         Property or for the winding up or liquidation of its affairs, and such
         involuntary case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded;

                  (iv)     No Default or Event of Default shall exist and be
         continuing either prior to or after giving effect thereto; and

                  (v)      Immediately after giving effect to the making of such
         Loan (and the application of the proceeds thereof) or to the issuance
         of such Letter of Credit, as the case may be, (A) the sum of the
         aggregate principal amount of outstanding Loans plus LOC Obligations
         outstanding shall not exceed the lesser of (I) the Committed Amount and
         (II) the Borrowing Base, and (B) the LOC Obligations shall not exceed
         the LOC Committed Amount.

The delivery of each Notice of Borrowing and each request for the issuance of a
Letter of Credit pursuant to Section 2.2(b) shall constitute a representation
and warranty by the Borrower of the correctness of the matters specified in
subsections (ii), (iii), (iv) and (v) above.


                                       45

<PAGE>
                                   SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         The Credit Parties hereby represent to the Agent and each Lender that:

6.1      FINANCIAL CONDITION.

         (a)    The audited consolidated balance sheet of the Borrower and its
Subsidiaries as of December 30, 2001 and the audited consolidated statements of
operations and statements of cash flows for the years ended December 30, 2001
have heretofore been furnished to each Lender. Such financial statements
(including the notes thereto) (i) have been audited by PricewaterhouseCoopers,
LLP, (ii) have been prepared in accordance with GAAP consistently, applied
throughout the periods covered thereby and (iii) present fairly (on the basis
disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries as of such date and for such periods. The unaudited interim
balance sheets of the Borrower and its Subsidiaries as at the end of, and the
related unaudited interim statements of operations and of cash flows for, each
quarterly period ended after December 30, 2001 and prior to the Closing Date
have heretofore been furnished to each Lender. Such interim financial
statements for each such quarterly period, (i) have been prepared in accordance
with Regulation S-X of the Securities and Exchange Commission consistently
applied throughout the periods covered thereby and (ii) present fairly (on the
basis disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of the Borrower and
its Subsidiaries as of such date and for such periods. During the period from
September 29, 2002 to and including the Closing Date, there has been no sale,
transfer or other disposition by the Borrower or any of its Subsidiaries of any
material part of the business or property of the Borrower and its Subsidiaries,
taken as a whole, and no purchase or other acquisition by any of them of any
business or property (including any capital stock of any other person) material
in relation to the consolidated financial condition of the Borrower and its
Subsidiaries, taken as a whole, in each case, which has not been disclosed in
writing to the Lenders on or prior to the Closing Date or otherwise publicly
disclosed.

         (b)    The projected consolidated and consolidating balance sheets of
the Borrower and its Subsidiaries as at the end of, and the related projected
statements of operations and of cash flows for, the years ended December 28,
2003, January 2, 2005 and January 1, 2006 (heretofore furnished to each Lender)
are based upon reasonable assumptions made known to the Lenders and upon
information not known to be incorrect or misleading in any material respect
(except as otherwise previously publicly disclosed), subject to the
uncertainties and approximations inherent in any projections.

6.2      NO CHANGE; DIVIDENDS.

         Except as set forth on Schedule 6.2, since December 30, 2001, (a)
there has been no development or event relating to or affecting the Borrower or
any of its Subsidiaries which has had or would be reasonably expected to have a
Material Adverse Effect (except as has been publicly disclosed prior to the
Closing Date) and (b) except as permitted under this Credit Agreement, no



                                      46
<PAGE>

dividends or other distributions have been declared, paid or made upon the
capital stock or other equity interest in the Borrower or any of its
Subsidiaries nor, except to the extent permitted under this Credit Agreement,
has any of the capital stock or other equity interest in the Borrower or any of
its Subsidiaries been redeemed, retired, purchased or otherwise acquired for
value by such Person.

6.3      ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

         Each of the Borrower and its Subsidiaries (a) is a corporation or
limited liability company or limited partnership, as the case may be, duly
organized, validly existing and is in good standing under the laws of the
jurisdiction of its incorporation or organization, (b) has the corporate or
other necessary power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, except to the extent that the
failure to have such legal right would not be reasonably expected to have a
Material Adverse Effect, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not be reasonably expected to have a
Material Adverse Effect, and (d) is in compliance with all material
Requirements of Law, except to the extent that the failure to comply therewith
would not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents and Subordinated Note Documents to which it is a party, and in the
case of the Borrower, to borrow hereunder, and has taken all necessary
corporate action to authorize the borrowings on the terms and conditions of
this Credit Agreement and to authorize the execution, delivery and performance
of the Credit Documents and Subordinated Note Documents to which it is a party.
No consent or authorization of, filing with, notice to or other similar act by
or in respect of, any Governmental Authority or any other Person is required to
be obtained or made by or on behalf of any Credit Party in connection with the
Indebtedness arising under the Subordinated Note Documents, the borrowings
hereunder or with the execution, delivery, performance, validity or
enforceability of the Credit Documents and Subordinated Note Documents to which
such Credit Party is a party, except for (i) filings to perfect the Liens
created by the Collateral Documents and (ii) consents, authorizations, notices
and filings described in Schedule 6.4, all of which have been obtained or made
or have the status described in such Schedule 6.4. This Credit Agreement has
been, and each other Credit Document and Subordinated Note Document to which
any Credit Party is a party will be, duly executed and delivered on behalf of
the Credit Parties. This Credit Agreement constitutes and each other Credit
Document and each Subordinated Note Document to which any Credit Party is a
party when executed and delivered will constitute, a legal, valid and binding
obligation of such Credit Party enforceable against such party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).



                                      47
<PAGE>

6.5      NO LEGAL BAR.

         The execution, delivery and performance of the Credit Documents and
Subordinated Note Documents by the Credit Parties, the borrowings hereunder and
the use of the proceeds thereof (a) will not violate any Requirement of Law or
contractual obligation of the Borrower or any of its Subsidiaries, or cause an
event of default under any material indenture, loan agreement, mortgage, deed
of trust, contract or other agreement or instrument to which it is a party or
by which it may be bound, in any respect that would reasonably be expected to
have a Material Adverse Effect, (b) will not result in, or require, the
creation or imposition of any Lien (other than the Liens created by the
Collateral Documents) on any of the properties or revenues of any of the
Borrower or any of its Subsidiaries pursuant to any such Requirement of Law or
contractual obligation, and (c) will not violate or conflict with any provision
of any Credit Party's articles of incorporation or by-laws.

6.6      NO MATERIAL LITIGATION.

         No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the best knowledge of the Credit
Parties, threatened by or against the Borrower or any of its Subsidiaries or
against any of their respective properties or revenues which (a) relates to any
of the Credit Documents or any of the transactions contemplated hereby or
thereby, (b) relates to any of the Subordinated Note Documents or any of the
transactions contemplated thereby or (c) would be reasonably expected to have a
Material Adverse Effect.

6.7      NO DEFAULT.

         Neither the Borrower nor any of its Subsidiaries is in default under
or with respect to any of their contractual obligations in any respect which
would be reasonably expected to have a Material Adverse Effect; provided,
however, that to the extent the Borrower is not in compliance with the
Subordinated Note Documents due to the de-listing of the Borrower's stock or
any related Repurchase Event, such non-compliance shall be deemed not to
constitute a violation of this Section 6.7.

6.8      OWNERSHIP OF PROPERTY; LIENS.

         Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or a valid leasehold interest in, all its
material real property, and good title to, or a valid leasehold interest in,
all its other material property, and none of such property is subject to any
Lien, except for Permitted Liens.

6.9      INTELLECTUAL PROPERTY.

         Each of the Borrower and its Subsidiaries owns, or has the legal right
to use, all United States trademarks, tradenames, copyrights, technology,
know-how and processes, if any, necessary for each of them to conduct its
business as currently conducted (the "Intellectual Property") except for those
the failure to own or have such legal right to use would not be reasonably
expected to have a Material Adverse Effect. No claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such




                                      48
<PAGE>

Intellectual Property, nor does any Credit Party know of any such claim, and
the use of such Intellectual Property and, to the knowledge of the responsible
officers of the Credit Parties, the use of the Intellectual Property by the
Borrower or any of its Subsidiaries or the granting of a right or a license in
respect of the Intellectual Property from any Credit Party does not infringe on
the rights of any Person, except for such claims and infringements that in the
aggregate, would not be reasonably expected to have a Material Adverse Effect.
Set forth on Schedule 6.9 is a list of all Intellectual Property registered
with the United States Copyright Office or the United States Patent and
Trademark Office and owned by each Credit Party. As of the Closing Date, none
of the Intellectual Property of the Credit Parties is subject to any licensing
agreement or similar agreement with a Credit Party as licensor except as set
forth on Schedule 6.9.

6.10     NO BURDENSOME RESTRICTIONS.

         Except as previously disclosed in writing to the Lenders on or prior
to the Closing Date, no Requirement of Law or contractual obligation of the
Borrower or any of its Subsidiaries would be reasonably expected to have a
Material Adverse Effect.

6.11     TAXES.

         Each of the Borrower and its Subsidiaries has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which, to the best knowledge of the Credit Parties, are required to be
filed and, except to the extent it has made alternative arrangements with the
relevant taxing authority, has disclosed such arrangements to the Agent and is
in compliance with such arrangements, has paid (a) all taxes shown to be due
and payable on said returns or (b) all taxes shown to be due and payable on any
assessments of which it has received notice made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any (i) taxes, fees or other
charges with respect to which the failure to pay, in the aggregate, would not
have a Material Adverse Effect or (ii) taxes, fees or other charges the amount
or validity of which are currently being contested and with respect to which
reserves in conformity with GAAP have been provided on the books of such
Person), and no tax Lien has been filed, and, to the best knowledge of the
Credit Parties, no claim is being asserted, with respect to any such tax, fee
or other charge. No Credit Party is aware as of the Closing Date of any
proposed tax assessments against it or any other Credit Party except those set
forth on Schedule 6.11.

6.12     ERISA.

         (a)    During the five-year period prior to the date on which this
representation is made or deemed made: (i) no Termination Event has occurred,
and, to the best knowledge of the Credit Parties, no event or condition has
occurred or exists as a result of which any Termination Event could reasonably
be expected to occur, with respect to any Plan; (ii) no "accumulated funding
deficiency," as such term is defined in Section 302 of ERISA and Section 412 of
the Code, whether or not waived, has occurred with respect to any Plan; (iii)
each Plan has been maintained, operated, and funded in compliance with its own
terms and in material compliance with the provisions of ERISA, the Code, and
any other applicable federal or state laws; and (iv) no lien in favor of the
PBGC or a Plan has arisen or is reasonably likely to arise on account of any
Plan.



                                      49
<PAGE>

         (b)    The actuarial present value of all "benefit liabilities" under
all Single Employer Plans (determined within the meaning of Section 401(a)(2)
of the Code, utilizing the actuarial assumptions used to fund such Plans),
whether or not vested, did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the
current value of the assets of all such Plans.

         (c)    Neither the Borrower, any of the Subsidiaries of the Borrower
nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit
Parties, could be reasonably expected to incur, any withdrawal liability under
ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the
Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate would
become subject to any withdrawal liability under ERISA if the Borrower, any of
the Subsidiaries of the Borrower or any ERISA Affiliate were to withdraw
completely from all Multiemployer Plans and Multiple Employer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. Neither the Borrower, any of the Subsidiaries of the
Borrower nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization (within the meaning of Section 4241 of
ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been
terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan
is, to the best knowledge of the Credit Parties, reasonably expected to be in
reorganization, insolvent, or terminated.

         (d)    No prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has
occurred with respect to a Plan which has subjected or may subject the
Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate to any
liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975
of the Code, or under any agreement or other instrument pursuant to which the
Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has
agreed or is required to indemnify any person against any such liability.

6.13     GOVERNMENTAL REGULATIONS, ETC.

         (a)    No part of the proceeds of the Loans will be used, directly or
indirectly, for the purpose of purchasing or carrying any "margin stock" within
the meaning of Regulation G or Regulation U, or for the purpose of purchasing
or carrying or trading in any securities. If requested by any Lender or the
Agent, the Borrower will furnish to the Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form U-1
referred to in said Regulation U. No indebtedness being reduced or retired out
of the proceeds of the Loans was or will be incurred for the purpose of
purchasing or carrying any margin stock within the meaning of Regulation U or
any "margin security" within the meaning of Regulation T. "Margin stock" within
the meanings of Regulation U does not constitute more than 25% of the value of
the consolidated assets of the Borrower and its Subsidiaries. None of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation G, T, U or X.



                                      50
<PAGE>

         (b)    Neither the Borrower nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
neither the Borrower nor any of its Subsidiaries is (i) an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, and is not controlled by such a company, or (ii) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate"
of a "holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c)    Except as set forth on Schedule 6.13, no director, executive
officer or principal shareholder of the Borrower or any of its Subsidiaries is
a director, executive officer or principal shareholder of any Lender. For the
purposes hereof the terms "director", "executive officer" and "principal
shareholder" (when used with reference to any Lender) have the respective
meanings assigned thereto in Regulation O issued by the Board of Governors of
the Federal Reserve System.

         (d)    Each of the Borrower and its Subsidiaries has obtained all
material licenses, permits, franchises or other governmental authorizations
necessary to the ownership of its respective Property and to the conduct of its
business.

         (e)    Neither the Borrower nor any of its Subsidiaries is in violation
of any applicable statute, regulation or ordinance of the United States of
America, or of any state, city, town, municipality, county or any other
jurisdiction, or of any agency thereof (including without limitation,
environmental laws and regulations), which violation could reasonably be
expected to have a Material Adverse Effect.

         (f)    Except as set forth on Schedule 6.13, each of the Borrower and
its Subsidiaries is current with all material reports and documents, if any,
required to be filed with any state or federal securities commission or similar
agency and is in full compliance in all material respects with all applicable
rules and regulations of such commissions.

6.14     SUBSIDIARIES.

         Schedule 6.14 sets forth all the Subsidiaries of the Borrower at the
Closing Date, the jurisdiction of their incorporation and the direct or
indirect ownership interest of the Borrower therein. All of the outstanding
capital stock of such Subsidiaries has been validly issued, is fully paid and
non-assessable and is owned by the Borrower or one or more of its Subsidiaries
free and clear of all Liens (other than Liens in favor of the Agent, for the
benefit of the Lenders). All of the outstanding capital stock of the Borrower
has been validly issued, is fully paid and non-assessable.

6.15     PURPOSE OF LOANS AND LETTERS OF CREDIT.

         The proceeds of the Loans hereunder shall be used solely by the
Borrower for working capital and general corporate purposes of the Credit
Parties. The Letters of Credit shall be used only for or in connection with
appeal bonds, reimbursement obligations arising in connection with surety and
reclamation bonds, reinsurance, domestic or international trade transactions,
worker's




                                      51
<PAGE>

compensation bonds and obligations not otherwise aforementioned relating to
transactions entered into by the applicable account party in the ordinary
course of business.

6.16     ENVIRONMENTAL MATTERS.

         (a)    Each of the facilities and properties owned, leased or operated
by the Borrower or any of its Subsidiaries (the "Properties") and all
operations at the Properties are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with
respect to the Properties or the businesses operated by the Borrower or any of
its Subsidiaries (the "Businesses"), and there are no conditions relating to
the Businesses or Properties that could give rise to liability under any
applicable Environmental Laws.

         (b)    None of the Properties contains, or has previously contained,
any Materials of Environmental Concern at, on or under the Properties in
amounts or concentrations that constitute or constituted a violation of, or
could give rise to liability under, Environmental Laws.

         (c)    Neither the Borrower nor any of its Subsidiaries has received
any written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Businesses, nor
does the Borrower or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened.

         (d)    Materials of Environmental Concern have not been transported or
disposed of from the Properties, or generated, treated, stored or disposed of
at, on or under any of the Properties or any other location, in each case by or
on behalf of the Borrower or any of its Subsidiaries in violation of, or in a
manner that would be reasonably likely to give rise to liability under, any
applicable Environmental Law.

         (e)    No judicial proceeding or governmental or administrative action
is pending or, to the best knowledge of any Credit Party, threatened, under any
Environmental Law to which the Borrower or any of its Subsidiaries is or will
be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect
to the Borrower or any of its Subsidiaries, the Properties or the Businesses.

         (f)    There has been no release or, threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations (including, without limitation, disposal) of the Borrower or any
of its Subsidiaries in connection with the Properties or otherwise in
connection with the Businesses, in violation of or in amounts or in a manner
that could give rise to liability under Environmental Laws.

6.17     PERFECTED SECURITY INTERESTS.

         Except as the result of or in connection with a disposition permitted
by Section 8.4(c), at all times after execution and delivery of the Collateral
Documents by the Credit Parties and satisfaction



                                      52
<PAGE>

of the conditions specified therein, the security interests created in favor of
the Agent, for the benefit of the Lenders, will constitute valid, perfected
security interests in the Collateral.

6.18     BORROWER'S OBLIGATIONS.

         All of the Borrower's Obligations are "Senior Indebtedness" under and
as defined in the Subordinated Note Indenture.

6.19     INDEBTEDNESS.

         Except as otherwise permitted under Section 8.1, the Credit Parties
have no Indebtedness.

6.20     INVESTMENTS.

         All Investments of each Credit Party are Permitted Investments.

6.21     DISCLOSURE.

         Neither this Credit Agreement nor any financial statements delivered
to the Lenders nor any other document, certificate or statement furnished to
the Lenders by or on behalf of any Credit Party in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading.

6.22     TAX SHELTER REGULATIONS.

         The Borrower does not intend to treat the Loans and/or Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will
promptly notify the Agent thereof. If the Borrower so notifies the Agent, the
Borrower acknowledges that one or more of the Lenders may treat its Loans
and/or its interest in Letters of Credit as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, will maintain the lists and other records required by such
Treasury Regulation.

                                   SECTION 7

                             AFFIRMATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the
Commitments hereunder shall have terminated:



                                      53
<PAGE>

7.1      INFORMATION COVENANTS.

         The Borrower will furnish, or cause to be furnished, to the Agent:

                  (a)   Annual Financial Statements. As soon as available, and
         in any event within 90 days after the close of each fiscal year of the
         Borrower and its Subsidiaries (except that the relevant period shall
         be 107 days with respect to the 2002 fiscal year), a consolidated and
         consolidating balance sheet and income statement of the Borrower and
         its Subsidiaries, as of the end of such fiscal year, together with
         related consolidated and consolidating statements of earnings and
         consolidated statements of retained earnings and of cash flows for
         such fiscal year, setting forth in comparative form consolidated and,
         if applicable, consolidating figures for the preceding fiscal year,
         all such financial information described above to be in reasonable
         form and detail and, and with respect to all such consolidated
         financial statements, audited by independent certified public
         accountants of recognized national standing reasonably acceptable to
         the Agent and whose opinion shall be to the effect that such financial
         statements have been prepared in accordance with GAAP (except for
         changes with which such accountants concur) and shall not be limited
         as to the scope of the audit or qualified as to the status of the
         Borrower and its Subsidiaries as a going concern.

                  (b)   Quarterly Financial Statements. As soon as available,
         and in any event within 45 days after the close of each fiscal quarter
         of the Borrower and its Subsidiaries (other than the fourth fiscal
         quarter, in which case 107 days after the end thereof) a consolidated
         and consolidating balance sheet and income statement of the Borrower
         and its Subsidiaries, as of the end of such fiscal quarter, together
         with related consolidated and consolidating statements of operations
         and consolidated statements of retained earnings and of cash flows for
         such fiscal quarter in each case setting forth in comparative form
         consolidated and, if applicable, consolidating figures for the
         corresponding period of the preceding fiscal year, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Agent, and accompanied by a certificate
         of the chief financial officer of the Borrower to the effect that such
         quarterly financial statements fairly present in all material respects
         the financial condition of the Borrower and its Subsidiaries and have
         been prepared in accordance with GAAP, subject to changes resulting
         from audit and normal year-end audit adjustments.

                  (c)   Officer's Certificates.

                        (i)     At the time of delivery of the financial
                  statements provided for in Sections 7.1(a) and 7.1(b) above,
                  a certificate of the chief financial officer of the Borrower
                  substantially in the form of Schedule 7.1(c)(i), (A)
                  demonstrating compliance with the financial covenants
                  contained in Section 7.11 by calculation thereof as of the
                  end of each such fiscal period, and (B) stating that no
                  Default or Event of Default exists, or if any Default or
                  Event of Default does exist, specifying the nature and extent
                  thereof and what action the Borrower proposes to take with
                  respect thereto.




                                      54
<PAGE>

                        (ii)    Prior to the consummation of any Pro Forma
                  Transaction, a certificate of the chief financial officer of
                  the Borrower in the form of Schedule 7.1(c)(ii), (A)
                  demonstrating compliance with the financial covenants
                  contained in Section 7.11 by calculation thereof on a Pro
                  Forma Basis and (B) stating that, after giving effect on a
                  Pro Forma Basis to such Pro Forma Transaction, no Default or
                  Event of Default would exist.

                        (iii)   Within 90 days after the end of each fiscal
                  year of the Borrower, a certificate of the chief financial
                  officer of the Borrower containing information regarding the
                  amount of all Asset Sales and Equity Transactions (other than
                  the issuance by the Borrower of any capital stock or other
                  equity interests pursuant to any stock option plan, equity
                  plan or other employee benefit plan of the Borrower) that
                  were made during the prior fiscal year.

                        (iv)    Upon the issuance of any Subordinated
                  Indebtedness, a certificate of the chief financial officer of
                  the Borrower describing such Subordinated Indebtedness,
                  including, without limitation, (A) the name and address of
                  the holders thereof or, with respect to the Subordinated
                  Notes, the trustee for the Subordinated Noteholders, (B)
                  dates on which scheduled payments are owing with respect to
                  such Subordinated Indebtedness (and the amounts owing on such
                  dates) and (C) any other information requested by the Agent
                  with respect to such Subordinated Indebtedness.

                  (d)   Annual Business Plan and Budgets. No later than 30 days
         following the end of each fiscal year of the Borrower, beginning with
         the fiscal year ending December 28, 2003, an annual business plan and
         budget of the Borrower containing, among other things, pro forma
         financial statements for the next fiscal year.

                  (e)   Accountant's Certificate. Within the period for delivery
         of the annual financial statements provided in Section 7.1(a), a
         certificate of the accountants conducting the annual audit stating
         that they have reviewed this Credit Agreement and stating further
         whether, in the course of their audit, they have become aware of any
         Default or Event of Default and, if any such Default or Event of
         Default exists, specifying the nature and extent thereof.

                  (f)   Auditor's Reports. Promptly upon receipt thereof, a copy
         of any other report or "management letter" submitted by independent
         accountants to the Borrower or any of its Subsidiaries in connection
         with any annual, interim or special audit of the books of such Person.

                  (g)   Reports. Promptly upon transmission or receipt thereof,
         (a) copies of any filings and registrations with, and reports to or
         from, the Securities and Exchange Commission, or any successor agency,
         and copies of all financial statements, proxy statements, notices and
         reports as the Borrower or any of its Subsidiaries shall send to its
         shareholders or to a holder of any Indebtedness owed by the Borrower
         or any of its Subsidiaries in its capacity as such a holder and (b)
         upon the request of the Agent, all reports and written information to
         and from the United States Environmental Protection Agency, or




                                      55
<PAGE>

         any state or local agency responsible for environmental matters, the
         United States Occupational Health and Safety Administration, or any
         state or local agency responsible for health and safety matters, or
         any successor agencies or authorities concerning environmental, health
         or safety matters.

                  (h)   Notices. Upon obtaining knowledge thereof, the Borrower
         will give written notice to the Agent immediately of (a) the
         occurrence of an event or condition consisting of a Default or Event
         of Default, specifying the nature and existence thereof and what
         action the Credit Parties propose to take with respect thereto, and
         (b) the occurrence of any of the following with respect to the
         Borrower or any of its Subsidiaries (i) the pendency or commencement
         of any litigation, arbitral or governmental proceeding against such
         Person which if adversely determined is likely to have a Material
         Adverse Effect, (ii) the institution of any proceedings against such
         Person with respect to, or the receipt of notice by such Person of
         potential liability or responsibility for violation, or alleged
         violation of any federal, state or local law, rule or regulation,
         including but not limited to, Environmental Laws, the violation of
         which would likely have a Material Adverse Effect, or (iii) any notice
         or determination concerning the imposition of any withdrawal liability
         by a Multiemployer Plan against such Person or any ERISA Affiliate,
         the determination that a Multiemployer Plan is, or is expected to be,
         in reorganization within the meaning of Title IV of ERISA or the
         termination of any Plan.

                  (i)   ERISA. Upon obtaining knowledge thereof, the Borrower
         will give written notice to the Agent promptly (and in any event
         within five business days) of: (i) of any event or condition,
         including, but not limited to, any Reportable Event, that constitutes,
         or might reasonably lead to, a Termination Event; (ii) with respect to
         any Multiemployer Plan, the receipt of notice as prescribed in ERISA
         or otherwise of any withdrawal liability assessed against the Borrower
         or any of its ERISA Affiliates, or of a determination that any
         Multiemployer Plan is in reorganization or insolvent (both within the
         meaning of Title IV of ERISA); (iii) the failure to make full payment
         on or before the due date (including extensions) thereof of all
         amounts which the Borrower, any of the Subsidiaries of the Borrower or
         any ERISA Affiliate is required to contribute to each Plan pursuant to
         its terms and as required to meet the minimum funding standard set
         forth in ERISA and the Code with respect thereto; or (iv) any change
         in the funding status of any Plan that could have a Material Adverse
         Effect, together with a description of any such event or condition or
         a copy of any such notice and a statement by the chief financial
         officer of the Borrower briefly setting forth the details regarding
         such event, condition, or notice, and the action, if any, which has
         been or is being taken or is proposed to be taken by the Credit
         Parties with respect thereto. Promptly upon request, the Borrower
         shall furnish the Agent and the Lenders with such additional
         information concerning any Plan as may be reasonably requested,
         including, but not limited to, copies of each annual report/return
         (Form 5500 series), as well as all schedules and attachments thereto
         required to be filed with the Department of Labor and/or the Internal
         Revenue Service pursuant to ERISA and the Code, respectively, for each
         "plan year" (within the meaning of Section 3(39) of ERISA).

                  (j)   Subordinated Indebtedness. Immediately upon obtaining
         knowledge thereof, the Borrower will give written notice to each
         holder of Subordinated Indebtedness (or, with




                                      56
<PAGE>

         respect to the Subordinated Notes, the trustee for the Subordinated
         Noteholders) of the occurrence of an event or condition consisting of
         a Default or Event of Default.

                  (k)   Monthly Financial Statements/Borrowing Base Certificate.
         Within 30 days after the end of each calendar month, a certificate as
         of the end of the immediately preceding month, substantially in the
         form of Schedule 7.1(k) and certified by the chief financial officer
         of the Borrower to be true and correct as of the date thereof (a
         "Borrowing Base Certificate"). Concurrent with the delivery of such
         Borrowing Base Certificate, a consolidated and consolidating balance
         sheet and income statement of the Borrower and its Subsidiaries, as of
         the end of such calendar month, together with related consolidated
         statements of cash flows for such calendar month, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Agent, and accompanied by a certificate
         of the chief financial officer of the Borrower to the effect that such
         monthly financial statements fairly present in all material respects
         the financial condition of the Borrower and its Subsidiaries and have
         been prepared in accordance with GAAP, subject to changes resulting
         from normal quarterly and year-end adjustments and the absence of
         footnotes. Additionally, on a monthly basis concurrently with the
         delivery of the other items set forth in this Section 7.1(k), a
         certificate of the chief financial officer of the Borrower
         demonstrating compliance with the financial covenants set forth in
         Section 7.11 as of the end of such fiscal month or quarter (as
         applicable) and stating that no Default or Event of Default exists, or
         if any Default or Event of Default does exist, specifying the nature
         and extent thereof and what action the Borrower proposes to take with
         respect thereto. Notwithstanding the foregoing, commencing with the
         month ending May 31, 2004 and for any subsequent month thereafter for
         which principal payments on the Subordinated Notes are due within 45
         days of the end of such month, the Borrower will furnish, or cause to
         be furnished, to the Agent within 22 days of the end of such month,
         the financial information set forth in the immediately preceding two
         sentences of this Section 7.1(k).

                  (l)   Six Month Forecast. On or before the last day of each
         calendar month, commencing in April 2003, a six month rolling cash
         flow forecast (which shall include projected cash flow on a monthly
         basis), in form and substance satisfactory to the Agent, for the six
         month period immediately following the month then ending, prepared and
         signed by the chief financial officer or the chief accounting officer
         of the Borrower, such forecast to be based upon reasonable assumptions
         made known to the Lenders and upon information not known to be
         incorrect or misleading in any material respect. Commencing in April
         2003, concurrently with the aforesaid cash flow forecast, a
         reconciliation of actual cash flow for the calendar month most
         recently ended against projected cash flow for such calendar month
         contained in the six month rolling cash flow forecast furnished to the
         Lenders pursuant to this Section 7.1(l) during the preceding calendar
         month, such reconciliation to be in a form satisfactory to the Agent.

                  (m)   2002 Form 10-K. No later than April 15, 2003, a copy of
         the Borrower's Form 10-K for the 2002 fiscal year.

                  (n)   Tax Issues. Promptly after the Borrower has notified the
         Agent of any intention by the Borrower to treat the Loans and/or
         Letters of Credit and related

                                      57
<PAGE>

         transactions as being a "reportable transaction" (within the meaning
         of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS
         Form 8886 or any successor form;

                  (o)   Other Information. With reasonable promptness upon any
         such request, such other information regarding the business,
         properties or financial condition of the Borrower or any of its
         Subsidiaries as the Agent or the Required Lenders may reasonably
         request.

                  (p)   Business Day. If the last day for timely delivery of any
         of the items in this Section 7.1 falls on a day that is not a Business
         Day, then such information shall be due on the Business Day
         immediately succeeding such due date.

7.2      PRESERVATION OF EXISTENCE AND FRANCHISES.

         Except as a result of or in connection with a dissolution, merger or
disposition of a Subsidiary permitted under Section 8.4, the Borrower will, and
will cause each of its Subsidiaries to, do all things necessary to preserve and
keep in full force and effect its existence, rights, franchises and authority.

7.3      BOOKS AND RECORDS.

         The Borrower will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

7.4      COMPLIANCE WITH LAW.

         The Borrower will, and will cause each of its Subsidiaries to, comply
with all laws, rules, regulations and orders, and all applicable restrictions
imposed by all Governmental Authorities, applicable to it and its property if
noncompliance with any such law, rule, regulation, order or restriction would
have a Material Adverse Effect.

7.5      PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

         Except as otherwise provided pursuant to the terms of the definition
of "Permitted Liens" set forth in Section 1.1 or (in the case of the following
clause (i)), to the extent alternative arrangements have been made with the
relevant taxing authority, such agreements have been disclosed to the Agent and
the Borrower is in compliance with such arrangements, the Borrower will, and
will cause each of its Subsidiaries to, pay and discharge (i) all taxes,
assessments and governmental charges or levies imposed upon it, or upon its
income or profits, or upon any of its properties, before they shall become
delinquent, (ii) all lawful claims (including claims for labor, materials and
supplies) which, if unpaid, might give rise to a Lien upon any of its
properties, and (iii) except as prohibited hereunder, all of its other
Indebtedness as it shall become due.



                                      58
<PAGE>


7.6      INSURANCE.

         The Borrower will maintain, and will cause each of its Subsidiaries to
maintain, or be covered under, (i) physical damage insurance on all real and
personal property on an all risks basis (including the perils of flood and
quake), covering the repair and replacement cost of all such property and
consequential loss coverage for extra expense and (ii) public liability
insurance (including products/completed operations liability coverage), all on
terms and conditions and in scope substantially commensurate with that which is
currently maintained (or, if such terms and conditions and scope are not up to
industry standards for a company of like size and with a similar business,
substantially commensurate with such industry standards) and evidenced by the
certificate contemplated by clause (w) of the second following sentence and
with risk retention thereunder up to an amount which in the good faith business
judgement of the Borrower's or such Subsidiary's management could not
reasonably be expected to expose the Borrower or such Subsidiary to a
materially adverse noninsured loss. On or before the Closing Date, and at all
times thereafter, the Agent shall be named as loss payee or mortgagee, as its
interest may appear, and/or additional insured with respect to any such
insurance providing coverage in respect of any Collateral. All such insurance
shall be provided by insurers having an A.M. Best policyholders rating of not
less than B+ or such other insurers as the Required Lenders may approve in
writing. The Borrower will deliver to the Agent for distribution to each of the
Lenders (w) on or before the Closing Date, a certificate as of a recent date
showing the amount of coverage as of such date, (x) upon request of any Lender
through the Agent from time to time full information as to the insurance
carried, (y) within seven Business Days of receipt of notice from any insurer a
copy of any notice of cancellation, alteration or material change in coverage
from that existing on the Closing Date and (z) forthwith upon receipt thereof,
notice of any cancellation or nonrenewal of coverage by the Borrower or any of
its Subsidiaries.

7.7      MAINTENANCE OF PROPERTY.

         The Borrower will, and will cause each of its Subsidiaries to,
maintain and preserve its properties and equipment material to the conduct of
its business in good repair, working order and condition, normal wear and tear
and casualty and condemnation excepted, and will make, or cause to be made, in
such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as
may be needed or proper, to the extent and in the manner customary for
companies in similar businesses.

7.8      PERFORMANCE OF OBLIGATIONS.

         The Borrower will, and will cause each of its Subsidiaries to, perform
in all material respects all of its obligations under the terms of all material
agreements, indentures, mortgages, security agreements or other debt
instruments to which it is a party or by which it is bound; provided, however,
that to the extent the Borrower is not in compliance with the Subordinated Note
Documents due to the de-listing of the Borrower's stock or any related
Repurchase Event, such non-compliance shall be deemed not to constitute a
violation of this Section 7.8.



                                      59
<PAGE>

7.9      USE OF PROCEEDS.

         The Borrower will use the proceeds of the Loans and will use the
Letters of Credit solely for the purposes set forth in Section 6.15.

7.10     AUDITS/INSPECTIONS.

         Upon reasonable notice and during normal business hours, the Borrower
will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Agent, including, without limitation, independent accountants,
agents, attorneys, and appraisers to visit and inspect its property, including
its books and records, its accounts receivable and inventory, its facilities
and its other business assets, and to make photocopies or photographs thereof
and to write down and record any information such representative obtains and
shall permit the Agent or its representatives to investigate and verify the
accuracy of information provided to the Lenders and to discuss all such matters
with the officers, employees and representatives of such Person.

7.11     FINANCIAL COVENANTS.

         (a)    Consolidated Coverage Ratio. The Consolidated Coverage Ratio as
of the last day of each fiscal month shall be no less than the ratio shown
below opposite the applicable period corresponding thereto:

<TABLE>
<CAPTION>

                Fiscal Month Ending Nearest                                 Ratio
                ---------------------------                             ------------
<S>                                                                     <C>
                    April 30, 2003                                      N/A
                    May 31, 2003                                        N/A
                    June 30, 2003                                       0.35 : 1.00
                    July 31, 2003                                       0.40 : 1.00
                    August 31, 2003                                     0.45 : 1.00
                    September 30, 2003                                  0.90 : 1.00
                    October 31, 2003                                    0.90 : 1.00
                    November 30, 2003                                   0.90 : 1.00
                    December 31, 2003                                   1.05 : 1.00
                    January 31, 2004                                    0.95 : 1.00
                    February 29, 2004                                   0.85 : 1.00
                    March 31, 2004                                      0.95 : 1.00
                    April 30, 2004                                      1.05 : 1.00
                    *May 31, 2004                                       1.05 : 1.00
                    *June 30, 2004                                      1.10 : 1.00
                    *July 31, 2004                                      1.10 : 1.00
                    *August 31, 2004                                    1.10 : 1.00
                    *September 30, 2004                                 1.10 : 1.00
                    *October 31, 2004                                   1.10 : 1.00
                    *November 30, 2004                                  1.10 : 1.00
                    *December 31, 2004                                  1.10 : 1.00
                    *January 31, 2005                                   1.15 : 1.00
</TABLE>


                                      60
<PAGE>

<TABLE>

<S>                                                                  <C>
                    *February 28, 2005                                  1.15 : 1.00
                    *March 31, 2005                                     1.15 : 1.00
                    *April 30, 2005                                     1.15 : 1.00
</TABLE>

         (b)    Minimum Consolidated EBITDA. Consolidated EBITDA for the periods
set forth below shall not be less the amount shown below opposite such period:


<TABLE>
<CAPTION>

                                                                Minimum
     Fiscal Period                                        Consolidated EBITDA
--------------------------                             ------------------------

<S>                                                    <C>
One Month Period Ending                                           ($   136,000)
April 30, 2003
Two Month Period Ending                                           ($   527,000)
May 31, 2003
Three Month Period Ending
June 30, 2003                                                     $    681,000
Four Month Period Ending                                          $  1,059,600
July 31, 2003
Five Month Period Ending
August 31, 2003                                                   $  1,479,400
Six Month Period Ending
September 30, 2003                                                $  3,489,000
Seventh Month Period Ending
October 31, 2003                                                  $  4,385,300
Eight Month Period Ending
November 30, 2003                                                 $  4,485,800
Nine Month Period Ending
December 31, 2003                                                 $  5,946,000
Ten Month Period Ending
January 31, 2004                                                  $  5,967,200
Eleven Month Period Ending
February 29, 2004                                                 $  5,719,200
Twelve Month Period Ending
March 31, 2004                                                    $  7,172,800
Twelve Month Period Ending
April 30, 2004                                                    $  7,990,900
*Twelve Month Period Ending
May 31, 2004                                                      $  8,256,100
*Twelve Month Period Ending
June 30, 2004                                                     $  8,596,100
*Twelve Month Period Ending
July 31, 2004                                                     $  8,530,600
*Twelve Month Period Ending
August 31, 2004                                                   $  8,758,400
</TABLE>



                                      61
<PAGE>

<TABLE>

<S>                                                     <C>
*Twelve Month Period Ending
September 30, 2004                                                $  8,807,700
*Twelve Month Period Ending
October 31, 2004                                                  $  8,549,300
*Twelve Month Period Ending
November 30, 2004                                                 $  9,083,100
*Twelve Month Period Ending
December 31, 2004                                                 $  9,632,200
*Twelve Month Period Ending
January 31, 2005                                                  $ 10,315,600
*Twelve Month Period Ending
February 28, 2005                                                 $ 10,982,000
*Twelve Month Period Ending
March 31, 2005                                                    $ 11,405,300
*Twelve Month Period Ending
April 30, 2005                                                    $ 11,724,900
</TABLE>

* Contingent on extension option being exercised pursuant to Section 3.4(e) of
this Credit Agreement.


7.12     ADDITIONAL CREDIT PARTIES.

         At the time that any Person becomes a Subsidiary of the Borrower, the
Borrower shall immediately (and in any event within two (2) Business Days) so
notify the Agent and shall within five (5) Business Days (or such longer period
of time as the Agent may agree to) (a) cause such Person to execute a Joinder
Agreement in substantially the form of Schedule 7.12, (b) cause 100% of the
capital stock of such Person to be delivered to the Agent (together with
undated stock powers signed in blank) and pledged to the Agent, for the benefit
of the Lenders, pursuant to an appropriate pledge agreement(s) in substantially
the form of the Pledge Agreement and otherwise in form acceptable to the Agent
and (c) deliver such other documentation as the Agent may reasonably request in
connection with the foregoing, including, without limitation, certified
resolutions and other organizational and authorizing documents of such Person,
appropriate UCC-1 financing statements and favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to above), all
in form, content and scope reasonably satisfactory to the Agent.

7.13     OWNERSHIP OF SUBSIDIARIES.

         Except to the extent otherwise provided in Section 8.11, the Borrower
shall, directly or indirectly, own at all times 100% of the capital stock of
each of its Subsidiaries.

7.14     PLEDGED ASSETS.

         The Borrower will cause, and will cause each Subsidiary to cause, all
of its owned personal property located in the United States to the extent such
property is deemed to be




                                      62
<PAGE>

material by the Agent or the Required Lenders in its or their reasonable
discretion, to be subject at all times, except as otherwise set forth in
Section 8.4(c), to first priority, perfected Liens in favor of the Agent to
secure the Borrower's Obligations in accordance with the terms and conditions
of the Collateral Documents, subject in any case to Permitted Liens.

7.15     [RESERVED].

7.16     FIELD EXAMINATION.

         The Borrower and each of its Subsidiaries shall permit the Agent (or a
third party satisfactory to the Agent) to conduct a written business audit of
the accounts receivable, inventory, payables, controls and systems of the
Borrower and its Subsidiaries at a frequency to be determined in the reasonable
discretion of the Agent.

7.17     ENGAGEMENT OF FINANCIAL ADVISOR TO LENDERS.

         (a)    The Credit Parties acknowledge and agree that the Agent, on
behalf of the Lenders, may retain a financial advisor (the "Lender's Financial
Advisor") to the Lenders for matters related to the Credit Agreement. The
Lender's Financial Advisor shall agree to abide by the confidentiality terms
set forth in Section 11.14 hereof or other terms regarding confidentiality as
may be agreed to among the Agent, the Lender's Financial Advisor and the Credit
Parties.

         (b)    The Credit Parties covenant and agree that they shall cooperate
fully with the Lender's Financial Advisor in order that the Lender's Financial
Advisor shall be able to carry out all duties required by the Lenders in
connection with the Lender's Financial Advisor's work as a consultant.
Specifically, each Credit Party shall (i) permit the Lender's Financial Advisor
to visit and inspect its property during reasonable business hours, including
its books and records, its accounts receivable and its inventory, its facility
and its other business assets, and to make photocopies or photographs thereof
and to write down and record any information the Lender's Financial Advisor
obtains and (ii) permit the Lender's Financial Advisor to investigate and
verify the accuracy of such information and to discuss all such matters with
the officers, employees and representatives of such Credit Party.

         (c)    The Credit Parties agree that they shall pay, on demand, and be
jointly and severally liable for, all reasonable costs and expenses of the
Lender's Financial Advisor, as financial advisor to the Lenders.

7.18     DEPOSIT ACCOUNTS.

         The Borrower will, and will cause each of the other Credit Parties, to
establish and maintain at all times any and all deposit accounts, other than
payroll, withholding tax and other fiduciary accounts established in the
ordinary course of business and containing only such amounts as are necessary
to cover obligations incurred and/or liabilities assumed in the ordinary course
of business (collectively, the "Excluded Deposit Accounts"), with either (i)
the Agent or (ii) other Persons approved by the Agent that have executed
tri-party agency agreements in substantially the form attached as Schedule 7.18
or otherwise in form reasonably acceptable to the Agent (each an "Agency
Agreement"); provided, however, that any of the Credit Parties may




                                      63
<PAGE>

maintain deposit accounts with banking institutions other than the Agent or
Persons executing such Agency Agreements so long as (a) the aggregate amount of
funds contained in all such deposit accounts (other than any amounts in any
Excluded Deposit Accounts) does not exceed $2,500,000 at any time and (b) all
funds contained in such deposit accounts, other than an amount not to exceed
$1,000,000 at any time, relate to deposits in the ordinary course of business
to cover accounts payable to independent contractors for work already
performed. The Borrower shall provide the Agent, within thirty calendar days
after the end of each fiscal month, a report (in a form reasonably satisfactory
to the Agent) identifying all deposit accounts of the Credit Parties and their
collected balances as of the last day of the preceding fiscal month.

7.19     PERIODIC MEETINGS.

         (a)    On a quarterly basis, and in conjunction with the filing of the
Borrower's Form 10-Q with the Securities and Exchange Commission, the Borrower
shall hold a telephonic meeting, at an agreed upon time, at which (i) the
Lenders' Financial Advisor will present to the Lenders (subject to existing
confidentiality and other applicable restrictions among the Agent and any of
the Lenders) a written report prepared by the Lenders' Financial Advisor
analyzing the Borrower's financial results as of the end of such fiscal
quarter, and (ii) the Borrower will review such financial results and discuss
the market outlook.

         (b)    Upon the request of the Agent, the Borrower shall hold a meeting
on an agreed upon date and at an agreed upon location to discuss the reports
delivered pursuant to Section 7.1(k) or Section 7.19(a).

                                   SECTION 8

                               NEGATIVE COVENANTS

         Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the
Commitments hereunder shall have terminated:

8.1      INDEBTEDNESS.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a)   Indebtedness arising under this Credit Agreement and the
         other Credit Documents;

                  (b)   Indebtedness of the Borrower and any of its Subsidiaries
         set forth in Schedule 8.1;

                  (c)   purchase money Indebtedness (including Capital Leases)
         hereafter incurred by the Borrower or any of its Subsidiaries to
         finance the purchase of fixed assets provided that (i) the total of
         all such Indebtedness (for all such Persons taken together) shall not



                                      64
<PAGE>

         exceed an aggregate principal amount of $3,000,000 at any one time
         outstanding (including any such Indebtedness referred to in subsection
         (b) above (other than any such Indebtedness incurred in connection
         with acquisitions)); (ii) such Indebtedness when incurred shall not
         exceed the purchase price of the asset(s) financed; and (iii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing;

                  (d)   obligations of the Borrower in respect of Hedging
         Agreements entered into in order to manage existing or anticipated
         interest rate or exchange rate risks and not for speculative purposes;

                  (e)   Intercompany Indebtedness incurred in the ordinary
         course of business and consistent with past practices or for cash
         management purposes;

                  (f)   additional Subordinated Indebtedness which by its terms
         (i) requires repayment of principal (including any sinking fund) and
         annual cash interest payments in amounts not greater than and at such
         times not earlier than are required by the Subordinated Note
         Documents, (ii) is unsecured, and (iii) is on market terms, including
         without limitation subordination and other intercreditor terms, that
         are consistent with the public bond market and that have been approved
         by the Required Lenders;

                  (g)   Subordinated Indebtedness issued in exchange for
         Subordinated Indebtedness listed on Schedule 8.1, provided such
         Subordinated Indebtedness meets the requirements of clauses (i), (ii)
         and (iii) of Section 8.1(f) above; and

                  (h)   in addition to the Indebtedness otherwise permitted by
         this Section 8.1, other Indebtedness hereafter incurred by the
         Borrower or any of its Subsidiaries provided that (i) the loan
         documentation with respect to such Indebtedness shall not contain
         covenants or default provisions relating to the Borrower and its
         Subsidiaries that are more restrictive than the covenants and default
         provisions contained in the Credit Documents, (ii) on the date of
         incurrence of such Indebtedness after giving effect on a Pro Forma
         Basis to the incurrence of such Indebtedness of the Borrower or any of
         its Subsidiaries, no Default or Event of Default would exist
         hereunder, and (iii) the aggregate principal amount of such
         Indebtedness shall not exceed $2,500,000 at any time.

8.2      LIENS.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to any
of their Property, whether now owned or after acquired, except for Permitted
Liens.

8.3      NATURE OF BUSINESS.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
substantively alter the character or conduct of the business conducted by such
Person as of the Closing Date.



                                      65
<PAGE>

8.4      CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

         The Borrower will not, nor will it permit any of its Subsidiaries to:

                  (a)   except in connection with a disposition of assets
         permitted by the terms of subsection (c) below, dissolve, liquidate or
         wind up their affairs;

                  (b)   enter into any transaction of merger or consolidation;
         provided, however, that, so long as no Default or Event of Default
         would be directly or indirectly caused as a result thereof, any Credit
         Party (other than the Borrower) may merge or consolidate with any
         other Credit Party (other than the Borrower);

                  (c)   sell, lease, transfer or otherwise dispose of any
         Property of the Borrower and its Subsidiaries other than (i) the sale
         or disposition of machinery and equipment no longer used or useful in
         the conduct of such Person's business, (ii) other sales of assets (but
         not accounts receivable, except delinquent accounts sold for
         collection purposes only), provided that, after giving effect to such
         sale or other disposition, the aggregate book value of assets sold or
         otherwise disposed of pursuant to this clause (ii) does not exceed
         $500,000 in any fiscal year and (iii) the grant of any option or other
         right to purchase any asset in a transaction that would be permitted
         under the provisions of the foregoing clause (ii), provided that no
         Default or Event of Default has occurred and is continuing at the time
         of such grant;

                  (d)   acquire all or any portion of the capital stock or
         securities of any other Person or purchase, lease or otherwise acquire
         (in a single transaction or a series of related transactions) all or
         any portion of the Property of any other Person, except for any merger
         or consolidation permitted pursuant to Section 8.4(b); or

                  (e)   become a general partner in any general or limited
         partnership, joint venture or similar arrangement.

Upon a sale of any Property of a Credit Party permitted by Section 8.4(c), the
Agent shall (to the extent applicable) deliver to the Credit Parties, upon the
Credit Parties' request and at the Credit Parties' expense, such documentation
as is reasonably necessary to evidence the release of the Agent's security
interest, if any, in such Property, including, without limitation, amendments
or terminations of UCC financing statements, if any, the return of stock
certificates, if any, and the release of such Credit Party from all of its
obligations, if any, under the Credit Documents.

8.5      ADVANCES, INVESTMENTS, LOANS, ETC.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
make Investments in or to any Person, except for Permitted Investments.



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<PAGE>

8.6      RESTRICTED PAYMENTS.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
directly or indirectly declare, order, make or set apart any sum for or pay any
Restricted Payment, except (i) to make dividends payable solely in the same
class of capital stock of such Person, (ii) to make dividends or other
distributions payable to the Borrower (directly or indirectly through
Subsidiaries of the Borrower), (iii) as permitted by Section 8.7, (iv) to make
payments on Subordinated Indebtedness (other than Indebtedness arising under
the Subordinated Note Documents) in accordance with any subordination
provisions applicable thereto, (v) provided that no Default or Event of Default
has occurred and is continuing at such time or would be directly or indirectly
caused as a result thereof, to make regularly scheduled interest and principal
payments in respect of Indebtedness arising under the Subordinated Note
Documents, (vi) payments in connection with the Bond Conversion provided that
the total of all such payments pursuant to this subclause (vi) shall not exceed
$3,200,000, and (vii) the payments for fractional shares arising from the
25-for-1 reverse stock split of the Borrower's common stock to be presented for
the approval of the Borrower's stockholders at the 2003 annual meeting;
provided that the total of all such payments pursuant to this subclause (vii)
shall not exceed $500,000.

8.7      PREPAYMENTS OF INDEBTEDNESS, ETC.

         No Credit Party will, nor will it permit any of its Subsidiaries to:

                  (a)   (i) amend or modify any of the terms of any Indebtedness
         of such Person (other than Indebtedness arising under the Credit
         Documents) if such amendment or modification would add or change any
         terms in a manner materially adverse to such Person or to the Lenders
         other than the Bond Conversion, or (ii) shorten the final maturity or
         average life to maturity thereof or require any payment thereon to be
         made sooner than originally scheduled or increase the interest rate or
         fees applicable thereto or change any subordination provision thereof,
         or (iii) make (or give any notice with respect thereto) any voluntary
         or optional payment or prepayment thereof, or (iv) make (or give any
         notice with respect thereto) any redemption or acquisition for value
         or defeasance (including without limitation, by way of depositing
         money or securities with the trustee with respect thereto before due
         for the purpose of paying when due), refund, refinance or exchange
         with respect thereto, other than prepayments made by a Credit Party in
         connection with any Asset Sale permitted under Section 8.4, in the
         amount necessary to prepay or retire any Indebtedness either secured
         by a Permitted Lien (ranking senior to any Lien of the Agent) on the
         related Property or incurred in connection with the acquisition of any
         Property that is disposed of in connection with such Asset Sale; or

                  (b)   make interest payments in respect of any Subordinated
         Indebtedness in violation of the applicable subordination provisions.

8.8      TRANSACTIONS WITH AFFILIATES.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
enter into or permit to exist any transaction or series of transactions with
any officer, director, shareholder, Subsidiary or



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<PAGE>

Affiliate of such Person other than (i) advances of working capital to any
Credit Party, (ii) transfers of cash and assets to any Credit Party, (iii)
transactions permitted by Section 8.1, Section 8.4, Section 8.5 (other than
pursuant to clause (vii) of the definition of "Permitted Investments" set forth
in Section 1.1), or Section 8.6, (iv) normal compensation and reimbursement of
expenses of officers and directors, (v) transactions contemplated by the
Restructuring Agreement and (vi) except as otherwise specifically limited in
this Credit Agreement, other transactions which are entered into in the
ordinary course of such Person's business on terms and conditions substantially
as favorable to such Person as would be obtainable by it in a comparable
arms-length transaction with a Person other than an officer, director,
shareholder, Subsidiary or Affiliate.

8.9      FISCAL YEAR.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
change its fiscal year.

8.10     LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER
         DISTRIBUTIONS, ETC.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause, incur, assume, suffer or
permit to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any such Person to (i) pay dividends or make any
other distribution on any of such Person's capital stock, (ii) subject to
subordination provisions under any Intercompany Indebtedness, pay any
Indebtedness owed to the Borrower or any other Credit Party, (iii) make loans
or advances to any other Credit Party or (iv) transfer any of its Property to
any other Credit Party, except for encumbrances or restrictions existing under
or by reason of (A) customary non-assignment provisions in any lease governing
a leasehold interest and (B) this Credit Agreement and the other Credit
Documents.

8.11     ISSUANCE AND SALE OF SUBSIDIARY STOCK.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
except as otherwise permitted under the terms of Section 8.4(c), sell, transfer
or otherwise dispose of, any shares of capital stock of any of its Subsidiaries
or permit any of its Subsidiaries to issue, sell or otherwise dispose of, any
shares of capital stock of any of its Subsidiaries.

8.12     SALE LEASEBACKS.

         Except to the extent it complies with the mandatory prepayment
provisions for Asset Sales pursuant to Section 3.3, the Borrower will not, nor
will it permit any of its Subsidiaries to, directly or indirectly, become or
remain liable as lessee or as guarantor or other surety with respect to any
lease, whether an Operating Lease or a Capital Lease, of any Property (whether
real or personal or mixed), whether now owned or hereafter acquired, (i) which
such Person has sold or transferred or is to sell or transfer to any other
Person other than a Credit Party or (ii) which such Person intends to use for
substantially the same purpose as any other Property which has been sold or is
to be sold or transferred by such Person to any other Person in connection with
such lease.



                                      68
<PAGE>

8.13     NO FURTHER NEGATIVE PLEDGES.

         Except (a) pursuant to this Credit Agreement and the other Credit
Documents and (b) with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness
(which Indebtedness relates solely to such specific Property, and improvements
and accretions thereto, and is otherwise permitted hereby) the Borrower will
not, nor will it permit any of its Subsidiaries to, enter into, assume or
become subject to any agreement prohibiting or otherwise restricting the
creation or assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other obligation.

8.14     NO FOREIGN SUBSIDIARIES.

         Neither the Borrower nor any of its Subsidiaries will create, acquire
or permit to exist any direct or indirect Subsidiary of such Credit Party which
is not incorporated or organized under the laws of any State of the United
States or the District of Columbia.

8.15     CAPITAL EXPENDITURES.

         Neither the Borrower nor any of its Subsidiaries will permit
Consolidated Capital Expenditures in any fiscal period to exceed the dollar
amount (with no carry over from the preceding fiscal period) set forth below
opposite the relevant fiscal period set forth below:

<TABLE>
<CAPTION>

              Fiscal Period                Capital Expenditure Limit
              -------------                -------------------------

<S>                                         <C>
        December 30, 2002 through                  $1,350,000
           December 28, 2003
       December 29, 2003 through
            January 2, 2005                        $2,000,000
       January 3, 2005 through
              May 1, 2005                          $1,000,000
</TABLE>

8.16     CONSOLIDATED EARN-OUTS.

         Neither the Borrower nor any of its Subsidiaries will permit any
Consolidated Earn-Outs to be made after the Closing Date.


                                   SECTION 9

                               EVENTS OF DEFAULT

9.1      EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):



                                      69
<PAGE>

                  (a)   Payment. Any Credit Party shall

                        (i)     default in the payment when due of any principal
                  of any of the Loans or of any reimbursement obligations
                  arising from drawings under Letters of Credit, or

                        (ii)    default, and such defaults shall continue for
                  three (3) or more Business Days, in the payment when due of
                  any interest on the Loans or on any reimbursement obligations
                  arising from drawings under Letters of Credit, or of any Fees
                  or other amounts owing hereunder, under any of the other
                  Credit Documents or in connection herewith or therewith; or

                  (b)   Representations. Any representation, warranty or
         statement made or deemed to be made by any Credit Party herein, in any
         of the other Credit Documents, or in any statement or certificate
         delivered or required to be delivered pursuant hereto or thereto shall
         prove untrue in any material respect on the date as of which it was
         deemed to have been made; or

                  (c)   Covenants.  Any Credit Party shall

                        (i)     default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2,
                  7.9, 7.11, 7.12 or 8.1 through 8.17, inclusive, or

                        (ii)    default in the due performance or observance of
                  any term, covenant or agreement contained in Section 7.1 and
                  such default shall continue for a period of at least three
                  (3) days after the earlier of a responsible officer of a
                  Credit Party becoming aware of such default or notice thereof
                  by the Agent; or

                        (iii)   default in the due performance or observance
                  by it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b) or (c)(i) or (ii) of this
                  Section 9.1) contained in this Credit Agreement and such
                  default shall continue unremedied for a period of at least 30
                  days after the earlier of a responsible officer of a Credit
                  Party becoming aware of such default or notice thereof by the
                  Agent; or

                  (d)   Other Credit Documents. (i) Any Credit Party shall
         default in the due performance or observance of any term, covenant or
         agreement in any of the other Credit Documents (subject to applicable
         grace or cure periods, if any), or (ii) except as the result of or in
         connection with a dissolution, merger or disposition of a Subsidiary
         permitted under Section 8.4, any Credit Document shall fail to be in
         full force and effect or to give the Agent and/or the Lenders the
         Liens, rights, powers and privileges purported to be created thereby,
         or any Credit Party shall state any of the foregoing in writing; or

                  (e)   Guaranties. Except as the result of or in connection
         with a dissolution, merger or disposition of a Subsidiary permitted
         under Section 8.4, the guaranty given by any




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<PAGE>
         Guarantor hereunder (including any Additional Credit Party) or any
         material provision thereof shall cease to be in full force and effect,
         or any Guarantor (including any Additional Credit Party) hereunder or
         any Person acting by or on behalf of such Guarantor shall deny or
         disaffirm such Guarantor's obligations under such guaranty, or any
         Guarantor shall default in the due performance or observance of any
         term, covenant or agreement on its part to be performed or observed
         pursuant to any guaranty; or

                  (f)   Bankruptcy, etc. Any Bankruptcy Event shall occur with
         respect to the Borrower or any of its Subsidiaries; or

                  (g)   Defaults under Other Agreements.

                        (i)     The Borrower or any of its Subsidiaries shall
                  default in the performance or observance (beyond the
                  applicable grace period with respect thereto, if any) or any
                  material obligation or condition of any contract or lease
                  material to the Borrower and its Subsidiaries taken as a
                  whole; provided, however that to the extent the Borrower is
                  not in compliance with the Subordinated Note Documents due to
                  the de-listing of the Borrower's stock or any Repurchase
                  Event, such non-compliance, default or non-performance shall
                  be deemed not to constitute a Default or Event of Default
                  hereunder; or

                        (ii)    With respect to any other Indebtedness (other
                  than Indebtedness outstanding under this Credit Agreement) in
                  excess of $1,500,000 in the aggregate for the Borrower and
                  its Subsidiaries taken as a whole, (A) the Borrower or any of
                  its Subsidiaries shall (1) default in any payment (beyond the
                  applicable grace period with respect thereto, if any) with
                  respect to any such Indebtedness, or (2) the occurrence and
                  continuance of a default in the observance or performance
                  relating to such Indebtedness or contained in any instrument
                  or agreement evidencing, securing or relating thereto, or any
                  other event or condition shall occur or condition exist, the
                  effect of which default or other event or condition is to
                  cause, or permit, the holder or holders of such Indebtedness
                  (or trustee or agent on behalf of such holders) to cause
                  (determined without regard to whether any notice or lapse of
                  time is required), any such Indebtedness to become due prior
                  to its stated maturity; or (B) any such Indebtedness shall be
                  declared due and payable, or required to be prepaid other
                  than by a regularly scheduled required prepayment, prior to
                  the stated maturity thereof; or

                  (h)   Judgments. One or more judgments or decrees shall be
         entered against the Borrower or any of its Subsidiaries involving a
         liability of $2,500,000 or more in the aggregate (to the extent not
         paid or fully covered by insurance provided by a carrier who has
         acknowledged coverage) and any such judgments or decrees shall not
         have been vacated, discharged or stayed or bonded pending appeal
         within 30 days from the entry thereof; or

                  (i)   ERISA. Any of the following events or conditions, if
         such event or condition could be expected to involve possible taxes,
         penalties, and other liabilities in an aggregate amount in excess of
         $1,000,000: (1) any "accumulated funding deficiency," as such term is
         defined in Section 302 of ERISA and Section 412 of the Code, whether
         or not



                                      71
<PAGE>


         waived, shall exist with respect to any Plan, or any lien shall arise
         on the assets of the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate in favor of the PBGC or a Plan; (2) a Termination
         Event shall occur with respect to a Single Employer Plan, which is, in
         the reasonable opinion of the Agent, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA; (3) a
         Termination Event shall occur with respect to a Multiemployer Plan or
         Multiple Employer Plan, which is, in the reasonable opinion of the
         Agent, likely to result in (i) the termination of such Plan for
         purposes of Title IV of ERISA, or (ii) the Borrower, any Subsidiary of
         the Borrower or any ERISA Affiliate incurring any liability in
         connection with a withdrawal from, reorganization of (within the
         meaning of Section 4241 of ERISA), or insolvency or (within the
         meaning of Section 4245 of ERISA) such Plan; or (4) any prohibited
         transaction (within the meaning of Section 406 of ERISA or Section
         4975 of the Code) or breach of fiduciary responsibility shall occur
         which may subject the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
         502(l) of ERISA or Section 4975 of the Code, or under any agreement or
         other instrument pursuant to which the Borrower, any Subsidiary of the
         Borrower or any ERISA Affiliate has agreed or is required to indemnify
         any person against any such liability; or

                  (j)   Nature of Business. The Borrower shall engage in any
         business, activity or operations other than owning and holding the
         capital stock of its Subsidiaries and such business activities
         incidental or related thereto (including acting as Borrower hereunder
         and pledging its assets to the Agent, for the benefit of the Lenders,
         pursuant to the Collateral Documents); or

                  (k)   Subordinated Note Indentures. (i) There shall occur and
         be continuing any Event of Default or Repurchase Event under, and in
         each case, as defined in the Subordinated Note Indenture, and the
         Subordinated Noteholders have caused the Subordinated Indebtedness to
         be accelerated and such acceleration is not rescinded within 30 days,
         or (ii) any of the Borrower's Obligations for any reason shall cease
         to be "Senior Indebtedness" under and as defined in the Subordinated
         Note Indenture; or

                  (l)   Collateral. Any of the Borrower's Obligations for any
         reason shall fail to be secured under the Collateral Documents; or

                  (m)   Ownership. There shall occur a Change of Control.

9.2      ACCELERATION; REMEDIES.

         Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the Required Lenders
or cured to the satisfaction of the Required Lenders (pursuant to the voting
procedures in Section 11.6), the Agent shall, upon the request and direction of
the Required Lenders, by written notice to the Credit Parties take any of the
following actions:

                  (i)   Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.



                                      72
<PAGE>

                  (ii)  Acceleration. Declare the unpaid principal of and any
         accrued interest in respect of all Loans, any reimbursement
         obligations arising from drawings under Letters of Credit and any and
         all other indebtedness or obligations of any and every kind owing by
         the Borrower to the Agent and/or any of the Lenders hereunder to be
         due whereupon the same shall be immediately due and payable without
         presentment, demand, protest or other notice of any kind, all of which
         are hereby waived by the Borrower.

                  (iii) Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Agent additional cash, to be held by the
         Agent, for the benefit of the Lenders, in a cash collateral account as
         additional security for the LOC Obligations in respect of subsequent
         drawings under all then outstanding Letters of Credit in an amount
         equal to the maximum aggregate amount which may be drawn under all
         Letters of Credits then outstanding.

                  (iv)  Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents and all
         rights of set-off.

         Notwithstanding the foregoing, if an Event of Default specified in
Section 9.1(f) shall occur, then the Commitments shall automatically terminate
and all Loans, all reimbursement obligations arising from drawings under
Letters of Credit, all accrued interest in respect thereof, all accrued and
unpaid Fees and other indebtedness or obligations owing to the Agent and/or any
of the Lenders hereunder automatically shall immediately become due and payable
without the giving of any notice or other action by the Agent or the Lenders.


                                   SECTION 10

                                     AGENT

10.1     APPOINTMENT AND AUTHORIZATION OF AGENT.

         (a)    Each Lender hereby irrevocably appoints, designates and
authorizes the Agent to take such action on its behalf under the provisions of
this Credit Agreement and each other Credit Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Credit Agreement or any other Credit Document, together with such powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Credit Document, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or any other Credit Document or otherwise exist
against the Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Credit Documents with
reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead,



                                      73
<PAGE>

such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent
contracting parties.

         (b)    The Issuing Lender shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated
therewith, and the Issuing Lender shall have all of the benefits and immunities
(i) provided to the Agent in this Article X with respect to any acts taken or
omissions suffered by the Issuing Lender in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term "Agent" as used in this Article X and in the definition of "Agent-Related
Person" included the Issuing Lender with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to the Issuing Lender.

10.2     DELEGATION OF DUTIES.

         The Agent may execute any of its duties under this Credit Agreement or
any other Credit Document by or through agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.

10.3     LIABILITY OF AGENT.

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or
warranty made by any Credit Party or any officer thereof, contained herein or
in any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Credit Agreement or any other Credit Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Credit Agreement or any other Credit Document, or for any failure of any Credit
Party or any other party to any Credit Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Lender or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Credit Agreement or any other Credit Document, or to inspect the properties,
books or records of any Credit Party or any Affiliate thereof.

10.4     RELIANCE BY AGENT.

         (a)    The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Credit Party),
independent accountants and other experts




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selected by the Agent. The Agent shall be fully justified in failing or
refusing to take any action under any Credit Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Credit Agreement or any other Credit Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders as may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders.

         (b)    For purposes of determining compliance with the conditions
specified in Section 5.1, each Lender that has signed this Credit Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

10.5     NOTICE OF DEFAULT.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Agent for the account
of the Lenders, unless the Agent shall have received written notice from a
Lender or the Borrower referring to this Credit Agreement, describing such
Default and stating that such notice is a "notice of default." The Agent will
notify the Lenders of its receipt of any such notice. The Agent shall take such
action with respect to such Default as may be directed by the Required Lenders
in accordance with Article IX; provided, however, that unless and until the
Agent has received any such direction, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable or in the best interest of
the Lenders.

10.6     CREDIT DECISION; DISCLOSURE OF INFORMATION BY AGENT.

         Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Agent hereafter taken,
including any consent to and acceptance of any assignment or review of the
affairs of any Credit Party or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the Agent
that it has, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and their respective Subsidiaries, and all applicable bank or
other regulatory Laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Credit Agreement and to extend credit
to the Borrower hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to




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make its own credit analysis, appraisals and decisions in taking or not taking
action under this Credit Agreement and the other Credit Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent herein, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Credit Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.

10.7     INDEMNIFICATION OF AGENT.

         Whether or not the transactions contemplated hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the
extent not reimbursed by or on behalf of any Credit Party and without limiting
the obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person's own gross negligence or willful misconduct; provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section. Without limitation of the foregoing, each Lender shall reimburse
the Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Agent in connection with
the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Credit
Agreement, any other Credit Document, or any document contemplated by or
referred to herein, to the extent that the Agent is not reimbursed for such
expenses by or on behalf of the Borrower. The undertaking in this Section shall
survive termination of the Commitments, the payment of all other Borrower's
Obligations and the resignation of the Agent.

10.8     AGENT IN ITS INDIVIDUAL CAPACITY.

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with each of the Credit Parties and their
respective Affiliates as though Bank of America were not the Agent or the
Issuing Lender hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the Agent
shall be under no obligation to provide such information to them. With respect
to its Loans, Bank of America shall have the same rights and powers under this
Credit Agreement as any other Lender and may exercise such rights and powers as
though it were not the Agent or the



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Issuing Lender, and the terms "Lender" and "Lenders" include Bank of America in
its individual capacity.

10.9     SUCCESSOR AGENT.

         The Agent may resign as Agent upon 30 days' notice to the Lenders;
provided that any such resignation by Bank of America shall also constitute its
resignation as Issuing Lender. If the Agent resigns under this Credit
Agreement, the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be consented to by
the Borrower at all times other than during the existence of an Event of
Default (which consent of the Borrower shall not be unreasonably withheld or
delayed). If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, the Person acting
as such successor agent shall succeed to all the rights, powers and duties of
the retiring Agent and Issuing Lender and the respective terms "Agent" and
Issuing Lender shall mean such successor agent and Letter of Credit issuer, the
retiring Agent's appointment, powers and duties as Agent shall be terminated
and the retiring Issuing Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring Issuing Lender or any other Lender, other than the obligation of the
successor Issuing Lender to issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or to
make other arrangements satisfactory to the retiring Issuing Lender to
effectively assume the obligations of the retiring Issuing Lender with respect
to such Letters of Credit. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article X and Section 11.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Credit Agreement. If no successor agent has accepted appointment as
Agent by the date which is 30 days following a retiring Agent's notice of
resignation, the retiring Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of the Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

10.10    AGENT MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Credit Party, the Agent (irrespective of
whether the principal of any Loan or LOC Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise

         (a)    to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, LOC Obligations and all
other Borrower's Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Agent under Section 3.5 and 11.5) allowed in such judicial proceeding; and



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         (b)    to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Agent and, in the event that the Agent
shall consent to the making of such payments directly to the Lenders, to pay to
the Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Agent and its agents and counsel, and any
other amounts due the Agent under Sections 3.5 and 11.5.

Nothing contained herein shall be deemed to authorize the Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Borrower's
Obligations or the rights of any Lender or to authorize the Agent to vote in
respect of the claim of any Lender in any such proceeding.

10.11    COLLATERAL AND GUARANTY MATTERS.

         The Lenders irrevocably authorize the Agent, at its option and in its
discretion,

         (a)    to release any Lien on any property granted to or held by the
Agent under any Credit Document (i) upon termination of the Commitments and
payment in full of all Borrower's Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters
of Credit, (ii) that is sold or to be sold as part of or in connection with any
sale permitted hereunder or under any other Credit Document, or (iii) subject
to Section 11.6, if approved, authorized or ratified in writing by the Required
Lenders;

         (b)    to subordinate any Lien on any property granted to or held by
the Agent under any Credit Document to the holder of any Lien on such property
that is permitted by clause (ix) of the definition of "Permitted Liens"; and

         (c)    to release any Guarantor from its obligations under Article IV
if such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

Upon request by the Agent at any time, the Required Lenders will confirm in
writing the Agent's authority to release or subordinate its interest in
particular types or items of property, or to release any Guarantor from its
obligations under Article IV pursuant to this Section 10.11.



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                                   SECTION 11

                                 MISCELLANEOUS

11.1     NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to
the number set out below, (iii) the day following the day on which the same has
been delivered prepaid to a reputable national overnight air courier service,
or (iv) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the respective
parties at the address, in the case of the Borrower, Guarantors and the Agent,
set forth below, and, in the case of the Lenders, set forth on Schedule 2.1(a),
or at such other address as such party may specify by written notice to the
other parties hereto:

                  if to the Borrower or the Guarantors:

                           Personnel Group of America, Inc.
                           2709 Water Ridge Parkway
                           Charlotte, NC  28217
                           Attn: James C. Hunt, Chief Financial Officer
                           Telephone:  (704) 442-5105
                           Telecopy:   (704) 442-5138

                  if to the Agent:

                           Bank of America, N.A.
                           1455 Market Street, 5th Floor
                           CA5-701-05-19
                           San Francisco, California 94103
                           Attn:  Agency Management/SuzieAnna Wan
                           Telephone:  (415) 436-2772
                           Telecopy:   (415) 503-5015

                  with a copy to:

                           Bank of America, N.A.
                           100 North Tryon Street, 22nd Floor
                           Charlotte, North Carolina  28255
                           Attn:  Leonard Norman
                           Telephone:  (704) 387-3262
                           Telecopy:   (704) 386-7515



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11.2     RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special), but excluding
deposits in an Excluded Deposit Account (as defined in Section 7.18), and any
other indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Person to such Lender hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether such Lender shall have
made any demand hereunder and although such obligations, liabilities or claims,
or any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto. Any Person purchasing a participation in the Loans and
Commitments hereunder pursuant to Section 3.12 or Section 11.3(d) may exercise
all rights of set-off with respect to its participation interest as fully as if
such Person were a Lender hereunder.

11.3     BENEFIT OF AGREEMENT.

         (a)    Generally. This Credit Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective successors and assigns
of the parties hereto; provided that none of the Credit Parties may assign or
transfer any of its interests without prior written consent of the Lenders;
provided further that the rights of each Lender to transfer, assign or grant
participations in its rights and/or obligations hereunder shall be limited as
set forth in this Section 11.3, provided however that nothing herein shall
prevent or prohibit any Lender from (i) pledging its Loans hereunder to a
Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, or (ii) granting assignments or selling participations in
such Lender's Loans and/or Commitments hereunder to its parent company and/or
to any Affiliate or Subsidiary of such Lender.

         (b)    Assignments. Each Lender may assign all or a portion of its
rights and obligations hereunder, pursuant to an assignment agreement
substantially in the form of Schedule 11.3(b), to (i) any Lender or any
Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank,
financial institution or "accredited investor" (as defined in Regulation D of
the Securities and Exchange Commission) reasonably acceptable to the Agent and,
so long as no Default or Event of Default has occurred and is continuing, the
Borrower; provided that (i) any such assignment (other than any assignment to
an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or,
if less, the remaining amount of the Commitment being assigned by such Lender)
of the Commitments and in integral multiples of $1,000,000 above such amount,
unless each of the Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed) and (ii) each such assignment shall be of a
constant, not varying, percentage of all such Lender's rights and obligations
under this Credit Agreement. For purposes of the Borrower's acceptance of the
proposed assignee in clause (ii) of the foregoing sentence, the Borrower shall
have been deemed to accept any such




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assignee unless the Borrower provides to the Agent and such assigning Lender,
written notice of the Borrower's objection to the assignment setting forth the
specific reasons for its objection, such notice to be delivered no later than
three (3) Business Days after the Borrower receives notice of the requested
assignment (as set forth below). Any assignment hereunder shall be effective
upon delivery to the Agent of written notice of the assignment together with a
transfer fee of $3,500 payable to the Agent for its own account from and after
the later of (i) the effective date specified in the applicable assignment
agreement and (ii) the date of recording of such assignment in the Register
pursuant to the terms of subsection (c) below. The assigning Lender will give
prompt notice to the Agent and the Borrower of any such assignment. Upon the
effectiveness of any such assignment (and after notice to, and (to the extent
required pursuant to the terms hereof), with the consent of, the Borrower as
provided herein), the assignee shall become a "Lender" for all purposes of this
Credit Agreement and the other Credit Documents and, to the extent of such
assignment, the assigning Lender shall be relieved of its obligations hereunder
to the extent of the Loans and Commitment components being assigned. Along such
lines the Borrower agrees that upon notice of any such assignment and surrender
of the appropriate Note or Notes, it will promptly provide to the assigning
Lender and to the assignee separate promissory notes in the amount of their
respective interests substantially in the form of the original Note (but with
notation thereon that it is given in substitution for and replacement of the
original Note or any replacement notes thereof). By executing and delivering an
assignment agreement in accordance with this Section 11.3(b), the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim; (ii)
except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Credit Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto or the financial condition of any
Credit Party or any of their respective Affiliates or the performance or
observance by any Credit Party of any of its obligations under this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such assignment
agreement; (iv) such assignee confirms that it has received a copy of this
Credit Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such assignment agreement; (v) such assignee will
independently and without reliance upon the Agent, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Credit Agreement and the other Credit Documents;
(vi) such assignee appoints and authorizes the Agent to take such action on its
behalf and to exercise such powers under this Credit Agreement or any other
Credit Document as are delegated to the Agent by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender.



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<PAGE>

         (c)    Maintenance of Register. The Agent shall maintain at one of its
offices in Charlotte, North Carolina a copy of each Lender assignment agreement
delivered to it in accordance with the terms of subsection (b) above and a
register for the recordation of the identity of the principal amount, type and
Interest Period of each Loan outstanding hereunder, the names, addresses and
the Commitments of the Lenders pursuant to the terms hereof from time to time
(the "Register"). The Agent will make reasonable efforts to maintain the
accuracy of the Register and to promptly update the Register from time to time,
as necessary. The entries in the Register shall be conclusive in the absence of
manifest error and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Credit Agreement. The Register shall
be available for inspection by the Borrower and each Lender, at any reasonable
time and from time to time upon reasonable prior notice.

         (d)    Participations. Each Lender may sell, transfer, grant or assign
participations in all or any part of such Lender's interests and obligations
hereunder; provided that (i) such selling Lender shall remain a "Lender" for
all purposes under this Credit Agreement (such selling Lender's obligations
under the Credit Documents remaining unchanged) and the participant shall not
constitute a Lender hereunder, (ii) no such participant shall have, or be
granted, rights to approve any amendment or waiver relating to this Credit
Agreement or the other Credit Documents except to the extent any such amendment
or waiver would (A) reduce the principal of or rate of interest on or Fees in
respect of any Loans in which the participant is participating, (B) postpone
the date fixed for any payment of principal (including extension of the
Termination Date or the date of any mandatory prepayment), interest or Fees in
which the participant is participating or (C) except as expressly provided in
the Credit Documents, release all or substantially all of the Collateral or
release any Guarantor from its guaranty obligations hereunder, and (iii)
sub-participations by the participant (except to an affiliate, parent company
or affiliate of a parent company of the participant) shall be prohibited. In
the case of any such participation, the participant shall not have any rights
under this Credit Agreement or the other Credit Documents (the participant's
rights against the selling Lender in respect of such participation to be those
set forth in the participation agreement with such Lender creating such
participation) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation, provided,
however, that such participant shall be entitled to receive additional amounts
under Sections 3.6, 3.9 and 3.10 on the same basis as if it were a Lender.

11.4     NO WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of the Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Agent or any Lender and any of
the Credit Parties shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive of any rights or
remedies which the Agent or any Lender would otherwise have. No notice to or
demand on any Credit Party in any case shall entitle the Borrower or any other
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Agent or the Lenders
to any other or further action in any circumstances without notice or demand.



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11.5     PAYMENT OF EXPENSES, ETC.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) of the Agent in connection with the negotiation, preparation,
execution and delivery and administration of this Credit Agreement and the
other Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and expenses of Moore & Van
Allen, PLLC, special counsel to the Agent) and any amendment, waiver or consent
relating hereto and thereto including, but not limited to, any such amendments,
waivers or consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Credit Parties under this Credit
Agreement and (B) of the Agent and the Lenders in connection with enforcement
of the Credit Documents and the documents and instruments referred to therein
(including, without limitation, in connection with any such enforcement, the
reasonable fees and disbursements of counsel for the Agent and each of the
Lenders); (ii) pay and hold each of the Lenders harmless from and against any
and all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Lender) to pay such taxes; and
(iii) indemnify each Lender, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of (A)
any investigation, litigation or other proceeding (whether or not any Lender is
a party thereto) related to the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other extensions of
credit) hereunder or the consummation of any other transactions contemplated in
any Credit Document, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding or (B) the presence or Release of any Materials
of Environmental Concern at, under or from any Property owned, operated or
leased by the Borrower or any of its Subsidiaries, or the failure by the
Borrower or any of its Subsidiaries to comply with any Environmental Law
(clauses (A) and (B) collectively, the "Indemnified Liabilities"), but
excluding, in the case of either of clause (A) or (B) above, any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
gross negligence or willful misconduct on the part of the Person to be
indemnified).

11.6     AMENDMENTS, WAIVERS AND CONSENTS.

         Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is
in writing entered into by, or approved in writing by, the Required Lenders and
the Borrower, provided that no such amendment, change, waiver, discharge or
termination shall, without the consent of each Lender:

                  (i)   extend the final maturity of any Loan, or any portion
         thereof;

                  (ii)  reduce the rate or extend the time of payment of
         interest (other than as a result of waiving the applicability of any
         post-default increase in interest rates) on any Loan or fees
         hereunder;



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                  (iii) reduce the principal amount on any Loan, or increase
         the Commitments of the Lenders over the amount thereof in effect (it
         being understood and agreed that a waiver of any Default or Event of
         Default or of a mandatory reduction in the total commitments shall not
         constitute a change in the terms of any Commitment of any Lender);

                  (iv)  except as the result of or in connection with a
         dissolution, merger or disposition of a Subsidiary permitted under
         Section 8.4, release all or substantially all of (A) the Guarantors
         from the guaranty obligations hereunder or (B) the Collateral;

                  (v)   amend, modify or waive any provision of this Section
         11.6 or Section 3.6, 3.10, 3.11, 3.12, 9.1(a), 11.2, 11.3, 11.5 or
         11.9;

                  (vi)  reduce any percentage specified in, or otherwise modify,
         the definition of "Required Lenders;" or

                  (vii) consent to the assignment or transfer by the Borrower
         (or any Guarantor) of any of its rights and obligations under (or in
         respect of) the Credit Documents to which it is a party.

No provision of Section 2.2 may be amended without the consent of the Issuing
Lender and no provision of Section 10 may be amended without the consent of the
Agent.

11.7     COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary
in making proof of this Credit Agreement to produce or account for more than
one such counterpart.

11.8     HEADINGS.

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

11.9     SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.9, 10.7 or 11.5 shall survive the execution and delivery of
this Credit Agreement, the making of the Loans, the issuance of the Letters of
Credit, the repayment of the Loans, LOC Obligations and other obligations under
the Credit Documents and the termination of the Commitments hereunder, and all
representations and warranties made by the Credit Parties herein shall survive
delivery of the Notes and the making of the Loans hereunder.



                                      84
<PAGE>

11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

         (a)    THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA. Any legal action or proceeding with respect to this
Credit Agreement or any other Credit Document may be brought in the courts of
the State of North Carolina in Mecklenburg County, or of the United States for
the Western District of North Carolina, and, by execution and delivery of this
Credit Agreement, each of the Credit Parties hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the
nonexclusive jurisdiction of such courts. Each of the Credit Parties further
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to it at the address set out for
notices pursuant to Section 11.1, such service to become effective three (3)
days after such mailing. Nothing herein shall affect the right of the Agent to
serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

         (b)    Each of the Credit Parties hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement or any other Credit Document brought in the courts referred to
in subsection (a) hereof and hereby further irrevocably waives and agrees not
to plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum.

         (c)    TO THE EXTENT PERMITTED BY LAW, EACH OF THE AGENT, THE LENDERS,
THE BORROWER AND THE CREDIT PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

11.11    SEVERABILITY.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

11.12    ENTIRETY.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.



                                      85
<PAGE>

11.13    BINDING EFFECT; AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT.

         (a)    This Credit Agreement shall become effective at such time, on or
after the Closing Date, that the conditions precedent set forth in Section 5.1
have been satisfied and when it shall have been executed by each of the Credit
Parties and the Agent, and the Agent shall have received copies hereof
(telefaxed or otherwise) which, when taken together, bear the signatures of
each Lender (including the Issuing Lender), and thereafter this Credit
Agreement shall be binding upon and inure to the benefit of each Credit Party,
each Lender (including the Issuing Lender) and the Agent, together with their
permitted successors and assigns. The Credit Parties and the Lenders (including
the Issuing Lender) each hereby agrees that, at such time as this Credit
Agreement shall have become effective pursuant to the terms of the immediately
preceding sentence, (i) the Existing Credit Agreement automatically shall be
deemed amended and restated in its entirety by this Credit Agreement, and all
obligations and commitments outstanding under the Existing Credit Agreement
shall be governed by the terms of this Credit Agreement (as such obligations or
commitments may be modified or amended hereunder) and (ii) all of the
promissory notes executed by the Borrower in connection with the Existing
Credit Agreement automatically shall be substituted and replaced by the amended
and restated promissory notes executed in connection with this Credit
Agreement, and the Lenders agree to promptly return such prior notes to the
Borrower.

         (b)    Each of the Credit Parties hereby acknowledges and agrees that
it has no claims, counterclaims, offsets, or defenses to the Credit Documents
and the performance of its obligations thereunder, or if such Credit Party has
any such claims, counterclaims, offsets, or defenses to the Credit Documents or
any transaction related to the Credit Documents, the same are hereby waived,
relinquished and released in consideration of the Lenders' execution and
delivery of this Credit Agreement.

11.14    CONFIDENTIALITY.

         The Agent and the Lenders agree to keep confidential (and to cause
their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Agent or any such Lender by or on behalf of any Credit Party
(whether before or after the Closing Date) which relates to the Borrower or any
of its Subsidiaries (the "Information"). Notwithstanding the foregoing, the
Agent and each Lender shall be permitted to disclose Information (i) to its
affiliates, officers, directors, employees, agents and representatives in
connection with its participation in any of the transactions evidenced by this
Credit Agreement or any other Credit Documents or the administration of this
Credit Agreement or any other Credit Documents; (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process, or
requested by any Governmental Authority; (iii) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this
Credit Agreement or any agreement entered into pursuant to clause (iv) below,
(B) becomes available to the Agent or such Lender on a non-confidential basis
from a source other than a Credit Party or (C) was available to the Agent or
such Lender on a non-confidential basis prior to its disclosure to the Agent or
such Lender by a Credit Party; (iv) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant
(or prospective assignee or participant) first specifically agrees in a writing
furnished to and for the benefit of the Credit Parties to be bound by




                                      86
<PAGE>

the terms of this Section 11.14; or (v) to the extent that the Borrower shall
have consented in writing to such disclosure. Nothing set forth in this Section
11.14 shall obligate the Agent or any Lender to return any materials furnished
by the Credit Parties. Notwithstanding anything herein to the contrary, the
information subject to this Section 11.14 shall not include, and the Agent and
each Lender may disclose without limitation of any kind, any information with
respect to the "tax treatment" and "tax structure" (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Agent or such Lender relating to such
tax treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transactions as well as other information,
this sentence shall only apply to such portions of the document or similar item
that relate to the tax treatment or tax structure of the Loans, Letters of
Credit and transactions contemplated hereby

11.15    SOURCE OF FUNDS.

         Each of the Lenders hereby represents and warrants to the Borrower
that at least one of the following statements is an accurate representation as
to the source of funds to be used by such Lender in connection with the
financing hereunder:

                  (a)   no part of such funds constitutes assets allocated to
         any separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b)   to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this subsection (b), all employee benefit plans maintained
         by the same employer or employee organization are deemed to be a
         single plan); or

                  (c)   such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

11.16    CONFLICT.

         To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.






                                      87
<PAGE>





         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amended and Restated Credit Agreement to be duly executed
and delivered as of the date first above written.


BORROWER:                                   PERSONNEL GROUP OF AMERICA, INC.,
                                            a Delaware corporation

                                            By:    /s/ James C. Hunt
                                                 -------------------------------
                                            Name:    James C. Hunt
                                            Title:   President and
                                                     Chief Financial Officer


GUARANTORS:                                 STAFFPLUS, INC.,
                                            a Delaware corporation
                                            INFOTECH SERVICES LLC,
                                            a North Carolina limited liability
                                            company
                                            BAL ASSOCIATES INCORPORATED,
                                            a California corporation
                                            ADVANCED BUSINESS CONSULTANTS, INC.,
                                            a Kansas corporation
                                            VENTURI STAFFING PARTNERS, LLC,
                                            a California limited liability
                                            company

                                            By:     /s/ James C. Hunt
                                                   -----------------------------
                                            Name:  James C. Hunt
                                            Title: Senior Vice President of each
                                                   of the above-named Guarantors


                                            PERSONNEL GROUP HOLDINGS, INC.,
                                            a Florida corporation
                                            PFI CORP.,
                                            a Delaware corporation

                                            By:    /s/ James C. Hunt
                                                   -----------------------------
                                            Name:  James C. Hunt
                                            Title: President of each of the
                                                   above-named Guarantors


                                            VENTURI TEXAS STAFFING PARTNERS, LP,
                                            a Texas limited partnership

                                            By:  StaffPLUS, Inc.
                                            Its: General Partner

                                            By:    /s/ James C. Hunt
                                                   -----------------------------
                                            Name:  James C. Hunt
                                            Title: Senior Vice President


                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>


AGENT:                                      BANK OF AMERICA, N.A.,
                                            formerly known as NationsBank, N.A.
                                            and Bank of America Illinois,
                                            as Agent


                                            By:     /s/ H. Leonard Norman
                                                    ----------------------------
                                            Name:   H. Leonard Norman
                                            Title:  Managing Director















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003

<PAGE>



LENDERS:                                    BANC OF AMERICA
                                            STRATEGIC SOLUTIONS, INC.


                                            By:    /s/ H. Leonard Norman
                                               ---------------------------------
                                            Name:  H. Leonard Norman
                                            Title: Managing Director















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>



                                            BNP PARIBAS


                                            By:    /s/ Duane Helkowski
                                                   -----------------------------
                                            Name:  Duane Helkowski
                                            Title: Managing Director
















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>


                                            BANK ONE, NA


                                            By:     /s/ Dianne M. Stark
                                                    ----------------------------
                                            Name:   Dianne M. Stark
                                            Title:  First Vice President
















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>


                                            HBV CAPITAL MANAGEMENT LLC


                                            By:    /s/ George J. Konomas
                                                   -----------------------------
                                            Name:  George J. Konomas
                                            Title: Portfolio Manager















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003




<PAGE>


                                            INLAND PARTNERS L.P.


                                            By:    /s/ Elias J. Sabo
                                                   -----------------------------
                                            Name:  Elias J. Sabo
                                            Title: Attorney-in-Fact
















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



<PAGE>


                                            LINKS PARTNERS L.P.


                                            By:    /s/ Elias J. Sabo
                                                   -----------------------------
                                            Name:  Elias J. Sabo
                                            Title: Attorney-in-Fact
















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003


<PAGE>


                            MATLIN PATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.
                            By:  Matlin Patterson Global Advisers LLC


                            By:    /s/ Robert H. Weiss
                                   ---------------------------------------------
                            Name:  Robert H. Weiss
                            Title:   General Counsel


















                 Signature Page to Second Amended and Restated Credit Agreement
                                               Personnel Group of America, Inc.
                                                                     April 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.16
<SEQUENCE>15
<FILENAME>g82123exv99w16.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT, DATED AS OF 4/14/03
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.16




         THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED
         HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
         UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE
         WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
         TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES
         THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN
         THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE
         SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR
         QUALIFICATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE
         SECURITIES LAWS.

         ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS COMMON STOCK PURCHASE
         WARRANT ARE SET FORTH IN THE RESTRUCTURE AGREEMENT (AS DEFINED HEREIN),
         A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO THE HOLDER WITHOUT
         CHARGE UPON REQUEST.

                        PERSONNEL GROUP OF AMERICA, INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance:  April 14, 2003                            Certificate No. W-1

         THIS IS TO CERTIFY that BNP PARIBAS, and its transferees, successors
and assigns (the "Holder"), for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, is entitled to purchase from
PERSONNEL GROUP OF AMERICA, INC., a Delaware corporation (the "Company"), at the
price of $0.3121 (the "Exercise Price") per share (as such price may be adjusted
as provided herein), at any time after the date hereof (the "Commencement Date")
and expiring on April 14, 2013 (the "Expiration Date"), 1,922,492 shares (the
"Aggregate Number") of the fully paid and nonassessable Common Stock, par value
$0.01 per share ("Common Stock"), of the Company (as such number may be adjusted
as provided herein).

         Capitalized terms used herein shall have the meanings ascribed to such
terms in Section 11 hereof unless otherwise defined herein.

         SECTION 1. THE WARRANT; TRANSFER AND EXCHANGE.

         (a)      The Warrant. This Common Stock Purchase Warrant (the
"Warrant") is issued under and pursuant to the Restructure Agreement. This
Warrant and the rights and privileges of

<PAGE>

the Holder and the Company hereunder may be exercised by the Holder in whole or
in part as provided herein; shall survive any termination of the Restructure
Agreement; and, as more fully set forth in Sections 1(b) and 8 hereof, may be
transferred by the Holder to any other Person or Persons at any time or from
time to time, in whole or in part, regardless of whether the Holder retains any
or all rights under the Restructure Agreement.

         (b)      Transfer and Exchanges. The Company shall initially record
this Warrant on a register to be maintained by the Company with its other stock
books and subject to Section 8 hereof, from time to time thereafter shall
reflect the transfer of this Warrant on such register when surrendered for
transfer in accordance with the terms hereof and properly endorsed, accompanied
by appropriate instructions, and further accompanied by payment in cash or by
check, bank draft or money order payable to the order of the Company, in United
States currency, of an amount equal to any stamp or other tax or governmental
charge or fee required to be paid in connection with the transfer thereof. Upon
any such transfer, a new warrant or warrants shall be issued to the transferee
and the Holder (in the event the Warrant is only partially transferred) and the
surrendered warrant shall be canceled. Each such transferee shall succeed to all
of the rights of the Holder under the Restructure Agreement; provided, that the
Holder and such transferee may, simultaneously, also hold rights under the
Restructure Agreement in proportion to their respective interests in this
Warrant. This Warrant may be exchanged at the option of the Holder, when
surrendered at the Principal Office of the Company, for another warrant or other
warrants of like tenor and representing in the aggregate the right to purchase a
like number of shares of Common Stock.

         SECTION  2. EXERCISE.

         (a)      Right to Exercise. At any time after the Commencement Date and
on or before the Expiration Date, the Holder, in accordance with the terms
hereof, may exercise this Warrant, in whole at any time or in part from time to
time, by delivering this Warrant to the Company during normal business hours on
any Business Day at the Company's Principal Office, together with the Election
to Purchase, in the form attached hereto as Exhibit A and made a part hereof
(the "Election to Purchase"), duly executed, and payment of the Exercise Price
per share for the number of shares to be purchased (the "Exercise Amount"), as
specified in the Election to Purchase. If the Expiration Date is not a Business
Day, then this Warrant may be exercised on the next succeeding Business Day.

         (b)      Payment of Aggregate Exercise Price. Payment of the product of
the Exercise Price multiplied by the Exercise Amount (the "Aggregate Exercise
Price") shall be made to the Company in cash or other immediately available
funds or as provided in Section 2(c), or a combination thereof. In the case of
payment of all or a portion of the Aggregate Exercise Price pursuant to Section
2(c), the direction by the Holder to make a "Cashless Exercise" shall serve as
accompanying payment for that portion of the Aggregate Exercise Price. The
amount of the Aggregate Exercise Price to be paid shall equal the product of (i)
the Exercise Amount multiplied by (ii) the Exercise Price per share.

         (c)      Cashless Exercise. The Holder shall have the right to pay all
or a portion of the Aggregate Exercise Price by making a "Cashless Exercise"
pursuant to this Section 2(c), in


                                       2
<PAGE>

which case the portion of the Aggregate Exercise Price to be so paid shall be
paid by (i) reducing the number of shares of Common Stock otherwise issuable
pursuant to the Election to Purchase or (ii) tendering shares of the Common
Stock held by the Holder as of the date of the Election to Purchase, by an
amount equal to (A) the Aggregate Exercise Price to be so paid divided by (B)
the Fair Market Value Per Share. The number of shares of Common Stock to be
issued to the Holder as a result of a Cashless Exercise will therefore be as
follows:

<TABLE>
         <S>                                                                    <C>

         (Fair Market Value Per Share - Exercise Price per share)      x        Cashless Exercise Amount*
          ------------------------------------------------------
                      Fair Market Value Per Share
</TABLE>

*        The Cashless Exercise Amount in the above formula is that portion of
         the Exercise Amount (expressed as a number of shares of Common Stock)
         with respect to which the Aggregate Exercise Price is being paid by
         Cashless Exercise pursuant to this Section 2(c).

         (d)      Issuance of Shares of Common Stock. Upon receipt by the
Company of this Warrant at its Principal Office in proper form for exercise, and
accompanied by payment of the Aggregate Exercise Price as aforesaid, the Holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that certificates representing such
shares of Common Stock may not then be actually delivered. Upon such surrender
of this Warrant and payment of the Aggregate Exercise Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch to,
or upon the written order of, the Holder (and in such name or names as the
Holder may designate) a certificate or certificates for the Exercise Amount,
subject to any reduction as provided in Section 2(c) for a Cashless Exercise.

         (e)      Fractional Shares. The Company shall not be required to
deliver fractions of shares of Common Stock upon exercise of this Warrant. If
any fraction of a share of Common Stock would be deliverable upon an exercise of
this Warrant, the Company may, in lieu of delivering such fraction of a share of
Common Stock, make a cash payment to the Holder in an amount equal to the same
fraction of the Fair Market Value Per Share determined as of the Business Day
immediately preceding the date of exercise of this Warrant.

         (f)      Partial Exercise. In the event of a partial exercise of this
Warrant, the Company shall issue to the Holder a Warrant in like form for the
unexercised portion thereof.

         (g)      Exercise Price. Notwithstanding anything to the contrary
contained in this Warrant, the Exercise Price per share will not be adjusted
below the amount equal to the par value per share of the Common Stock.

         (h)      Contingent Exercise. Notwithstanding anything to the contrary
contained in this Warrant, the Holder may exercise this Warrant in connection
with a Transaction (as defined below) or a registered offering of Common Stock,
conditioned upon the consummation of such Transaction or registered offering of
Common Stock and, in such case, such exercise shall not be deemed to be
effective until immediately prior to the consummation of such Transaction or
registered offering.

         SECTION 3. PAYMENT OF TAXES. The Company shall pay all stamp taxes
attributable to the initial issuance of shares or other securities issuable upon
the exercise of this Warrant or


                                       3
<PAGE>

issuable pursuant to Section 6 hereof, excluding any tax or taxes which may be
payable because of the transfer involved in the issuance or delivery of any
certificates for shares or other securities in a name other than that of the
Holder in respect of which such shares or securities are issued.

         SECTION 4. REPLACEMENT WARRANT. In case this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant and upon receipt of indemnity reasonably
satisfactory to the Company provided that if the Holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory).

         SECTION 5. RESERVATION OF COMMON STOCK; OTHER COVENANTS.

         (a)      Reservation of Authorized Common Stock. The Company shall at
all times reserve and keep available out of the aggregate of its authorized but
unissued shares, free of preemptive rights, such number of its duly authorized
shares of Common Stock, or other stock or securities deliverable pursuant to
Section 6 hereof, as shall be sufficient to enable the Company at any time to
fulfill all of its obligations under this Warrant.

         (b)      Affirmative Actions to Permit Exercise and Realization of
Benefits. If any shares of Common Stock reserved or to be reserved for the
purpose of the exercise of this Warrant, or any shares or other securities
reserved or to be reserved for the purpose of issuance pursuant to Section 6
hereof, require registration with or approval of any governmental authority
under any federal or state law (other than securities laws) before such shares
or other securities may be validly delivered upon exercise of this Warrant, then
the Company covenants that it will, at its sole expense, use its commercially
reasonable best efforts to secure upon and after exercise of this Warrant such
registration or approval, as the case may be (including but not limited to
approvals or expirations of waiting periods required under the Hart Scott Rodino
Antitrust Improvements Act).

         (c)      Regulatory Requirements and Restrictions. In the event of any
reasonable determination by the Holder that, by reason of any existing or future
federal or state law, statute, rule, regulation, guideline, order, court or
administrative ruling, request or directive (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful)
(collectively, a "Regulatory Requirement"), the Holder is effectively restricted
or prohibited from holding this Warrant or the Warrant Shares (including any
shares of capital stock or other securities distributable to the Holder in any
merger, reorganization, readjustment or other reclassification), or otherwise
realizing upon or receiving the benefits intended under this Warrant, the
Company shall use its reasonable best efforts to take such action as the Holder
and the Company shall jointly agree in good faith to be reasonably necessary to
permit the Holder to comply with such Regulatory Requirement. The reasonable
costs of taking such action, whether by the Company, the Holder or otherwise,
shall be borne by the Company.


                                       4
<PAGE>

         (d)      Validly Issued Shares. The Company covenants that all shares
of Common Stock that may be delivered upon exercise of this Warrant, assuming
full payment of the Aggregate Exercise Price, (including those issued pursuant
to Section 6 hereof) shall upon delivery by the Company be duly authorized and
validly issued, fully paid and nonassessable, free from all stamp taxes, liens
and charges with respect to the issue or delivery thereof and otherwise free of
all other security interests, encumbrances and claims of any nature whatsoever.

         SECTION 6. ADJUSTMENTS TO AGGREGATE NUMBER.

         Under certain conditions, the Aggregate Number is subject to adjustment
as set forth in this Section 6. No adjustments shall be made under this Section
6 as a result of the issuance by the Company of (i) the Warrant Shares upon
exercise of this Warrant, (ii) Common Stock, or options therefore, issued
pursuant to the Stock Option Plans, (iii) Common Stock in connection with the
acquisition of another Person (which is not a stockholder, or an Affiliate of
any stockholder, of the Company; provided, however, that such carve-out in this
parenthetical shall not apply if such acquisition is approved unanimously by all
disinterested members of the Board of Directors) by the Company by merger,
purchase of all or substantially all of such other Person's assets or by other
reorganization whereby the Company ends up owning, directly or indirectly,
greater than 50% of the voting power of such Person, (iv) Common Stock pursuant
to a bona fide underwritten public offering by the Company or (v) Common Stock
in connection with the conversion of the Series B Convertible Participating
Preferred Stock of the Company pursuant to the Certificate of Incorporation
(collectively, the "Exempt Issuances").

         (a)      Adjustments. The Aggregate Number, after taking into
         consideration any prior adjustments pursuant to this Section 6, shall
         be subject to adjustment from time to time as follows and, thereafter,
         as adjusted, shall be deemed to be the Aggregate Number hereunder.

                  (i)      Stock Dividends. Subdivisions and Combinations. In
case at any time or from time to time the Company shall:

                           (A)      issue to the holders of its Common Stock a
                  dividend payable in, or other distribution of, Common Stock (a
                  "Stock Dividend"),

                           (B)      subdivide its outstanding shares of Common
                  Stock into a larger number of shares of Common Stock,
                  including without limitation by means of a stock split (a
                  "Stock Subdivision"), or

                           (C)      combine its outstanding shares of Common
                  Stock into a smaller number of shares of Common Stock (a
                  "Stock Combination"),

then the Aggregate Number in effect immediately prior thereto shall be (1)
proportionately increased in the case of a Stock Dividend or a Stock Subdivision
and (2) proportionately decreased in the case of a Stock Combination. In the
event the Company shall declare or pay, without consideration, any dividend on
the Common Stock payable in any right to acquire Common Stock for no
consideration, then the Company shall be deemed to have made a Stock


                                       5
<PAGE>

Dividend in an amount of shares equal to the maximum number of shares issuable
upon exercise of such rights to acquire Common Stock.

                  (ii)     Other Distributions. In case at any time or from time
to time the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive any dividend or other distribution
(collectively, a "Distribution") of:

                           (A)      cash,

                           (B)      any evidences of its indebtedness (other
                  than Convertible Securities), any shares of its capital stock
                  (other than additional shares of Common Stock or Convertible
                  Securities) or any other securities or property of any nature
                  whatsoever (other than cash), or

                           (C)      any options, warrants or other rights to
                  subscribe for or purchase any of the following: any evidences
                  of its indebtedness (other than Convertible Securities), any
                  shares of its capital stock (other than additional shares of
                  Common Stock or Convertible Securities) or any other
                  securities or property of any nature whatsoever,

then the Holder shall be entitled to elect by written notice to the Company to
receive (1) immediately and without further payment the cash, evidences of
indebtedness, stock, securities, other property, options, warrants and/or other
rights (or any portion thereof) to which the Holder would have been entitled by
way of such Distribution as if the Holder had exercised this Warrant immediately
prior to such Distribution or (2) upon the exercise of this Warrant at any time
on or after the taking of such record, the number of Warrant Shares to be
received upon exercise of this Warrant determined as stated herein and, in
addition and without further payment, the cash, evidences of indebtedness,
stock, securities, other property, options, warrants and/or other rights (or any
portion thereof) to which the Holder would have been entitled by way of such
Distribution and subsequent dividends and distributions through the date of
exercise as if such Holder (x) had exercised this Warrant immediately prior to
such Distribution and (y) had retained the Distribution in respect of the Common
Stock and all subsequent dividends and distributions of any nature whatsoever in
respect of any stock or securities paid as dividends and distributions and
originating directly or indirectly from such Common Stock.

         A reclassification of the Common Stock into shares of Common Stock and
shares of any other class of stock shall be deemed a Distribution by the Company
to the holders of its Common Stock of such shares of such other class of stock
and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such event shall be deemed a Stock Subdivision or Stock Combination, as the case
may be, of the outstanding' shares of Common Stock within the meaning of Section
6(a)(i) hereof.

                  (iii)    Issuance of Common Stock. If at any time or from time
to time the Company shall (except as hereinafter provided in this Section
6(a)(iii)) issue or sell any additional shares of Common Stock for a
consideration per share less than the Fair Market Value


                                       6
<PAGE>

Per Share, then, effective on the date specified below, the Aggregate Number
shall be adjusted by multiplying (A) the Aggregate Number immediately prior
thereto by (B) a fraction, the numerator of which shall be the sum of the number
of shares of Common Stock outstanding immediately prior to the issuance of such
additional shares of Common Stock, the number of shares of Common Stock issuable
upon the conversion or exercise of options, warrants, rights or convertible
securities (whether or not then exercisable), and the number of such additional
shares of Common Stock so issued and the denominator of which shall be the sum
of the number of shares of Common Stock outstanding immediately prior to the
issuance of such additional shares of Common Stock, the number of shares of
Common Stock issuable upon the conversion or exercise of options, warrants,
rights or convertible securities (whether or not then exercisable), and the
number of shares of Common Stock which the aggregate consideration for the total
number of such additional shares of Common Stock so issued would purchase at the
Fair Market Value Per Share. The date as of which the Fair Market Value Per
Share shall be computed shall be the earlier of the date on which the Company
shall enter into a firm contract or commitment for the issuance of such
additional shares of Common Stock or the date of actual issuance of such
additional shares of Common Stock.

         The provisions of this Section 6(a)(iii) shall not apply to any
issuance of additional shares of Common Stock for which an adjustment is
otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate
Number shall be made under this Section 6(a)(iii) upon the issuance of any
additional shares of Common Stock which are issued pursuant to (1) the exercise
of this Warrant in whole or in part or pursuant to any other Exempt Issuances,
(2) the exercise of other subscription or purchase rights or (3) the exercise of
any conversion or exchange rights in any Convertible Securities; provided that
for purposes of clauses (2) or (3) an adjustment shall previously have been made
upon the issuance of such other rights or upon the issuance of such Convertible
Securities (or upon the issuance of any warrants or other rights therefor)
pursuant to Section 6(a)(iv) or (v) hereof.

                  (iv)     Warrants and Options. If at any time or from time to
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company immediately
prior to the merger continue to own more than 50% of the Outstanding Common
Stock immediately after the merger and for a period of 180 days thereafter, or
otherwise) issue or sell any warrants, options or other rights to subscribe for
or purchase (A) any shares of Common Stock or (B) any Convertible Securities,
whether or not the rights to subscribe, purchase, exchange or convert thereunder
are immediately exercisable, and the consideration per share for which
additional shares of Common Stock may at any time thereafter be issuable
pursuant to such warrants, options or other rights or pursuant to the terms of
such Convertible Securities shall be less than the Fair Market Value Per Share,
then the Aggregate Number shall be adjusted as provided in Section 6(a)(iii)
hereof on the basis that (1) the maximum number of additional shares of Common
Stock issuable pursuant to all such warrants, options or other rights or
necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued as of the date of the
determination of the Fair Market Value Per Share as hereinafter provided and (2)
the aggregate consideration for such maximum number of additional shares of
Common Stock shall be deemed to be the minimum consideration received and


                                       7
<PAGE>

receivable by the Company for the issuance of such additional shares of Common
Stock pursuant to the terms of such warrants, options or other rights or such
Convertible Securities. For purposes of this Section 6(a)(iv), the effective
date of such adjustment and the date as of which the Fair Market Value Per Share
shall be computed shall be the earliest of (A) the date on which the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive any such warrants, options or other rights, (B) the
date on which the Company shall enter into a firm contract or commitment for the
issuance of such warrants, options or other rights and (C) the date of actual
issuance of such warrants, options or other rights.

         This subsection (iv) does not apply to a distribution of rights
pursuant to the Amended and Restated Rights Agreement, dated as of April 14,
2003, as in effect on the date hereof, between the Company and Wachovia Bank
National Association, as Rights Agent, (or successor plan of similar purpose and
effect).

                  (v)      Convertible Securities. If at any time or from time
to time the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a distribution of or shall in any
manner (whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company immediately
prior to the merger continue to own more than 50% of the Outstanding Common
Stock immediately after the merger and for a period of 180 days thereafter, or
otherwise) issue or sell Convertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the
consideration per share for the additional shares of Common Stock which may at
any time thereafter be issuable pursuant to the terms of such Convertible
Securities shall be less than the Fair Market Value Per Share, then the
Aggregate Number shall be adjusted as provided in Section 6(a)(iii) hereof on
the basis that (A) the maximum number of additional shares of Common Stock
necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued as of the date of the
determination of the Fair Market Value Per Share as herein provided and (B) the
aggregate consideration for such maximum number of additional shares of Common
Stock shall be deemed to be the minimum consideration received and receivable by
the Company for the issuance of such additional shares of Common Stock pursuant
to the terms of such Convertible Securities. For purposes of this Section
6(a)(v), the effective date of such adjustment and the date as of which the Fair
Market Value Per Share shall be computed shall be the earliest of (1) the date
on which the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive any such Convertible Securities, (2)
the date on which the Company shall enter into a firm contract or commitment for
the issuance of such Convertible Securities and (3) the date of actual issuance
of such Convertible Securities.

         No adjustment of the Aggregate Number shall be made under this Section
6(a)(v) upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants, options or other subscription or
purchase rights if an adjustment shall previously have been made or if no such
adjustment shall have been required upon the issuance of such warrants, options
or other rights pursuant to Section 6(a)(iv) hereof.

                  (vi)     Subsequent Adjustments. If at any time after any
adjustment of the Aggregate Number shall have been made pursuant to Section
6(a)(iv) or (v) hereof on the basis


                                       8
<PAGE>

of the issuance of warrants, options or other rights or the issuance of
Convertible Securities, or after any new adjustments of the Aggregate Number
shall have been made pursuant to this Section 6(a)(vi),

                           (A)      such warrants, options or rights or the
         right of conversion or exchange in such Convertible Securities shall
         expire, and a portion of such warrants, options or rights, or the right
         of conversion or exchange in respect of a portion of such Convertible
         Securities, as the case may be, shall not have been exercised prior to
         such expiration, and/or

                           (B)      in the case of adjustments made pursuant to
         Section 6(a)(iv) or (v), the consideration per share for which shares
         of Common Stock are issuable pursuant to such warrants, options or
         rights per the terms of such Convertible Securities shall be
         irrevocably increased solely by virtue of provisions therein contained
         for an automatic increase in such consideration per share upon the
         arrival of a specified date or the happening of a specified event,

such previous adjustment shall be rescinded and annulled and the additional
shares of Common Stock which were deemed to have been issued by virtue of the
computation made in connection with such adjustment shall no longer be deemed to
have been issued by virtue of such computation. Simultaneously therewith, a
recomputation shall be made of the effect of such warrants, options or rights or
Convertible Securities on the determination of the Aggregate Number, which shall
be made on the basis of:

                           (1)      treating the number of additional shares of
                  Common Stock, if any, theretofore actually issued pursuant to
                  the previous exercise of such warrants, options or rights or
                  such right of conversion or exchange as having been issued on
                  the date or dates of such exercise and, in the case of a
                  recomputation of a calculation originally made pursuant to
                  Section 6(a)(iv) or (v), for the consideration actually
                  received and receivable therefor, and

                           (2)      in the case of a recomputation of a
                  calculation originally made pursuant to Section 6(a)(iv) or
                  (v), treating any such warrants, options or rights or any such
                  Convertible Securities which then remain outstanding as having
                  been granted or issued immediately after the time of such
                  irrevocable increase of the consideration per share for which
                  shares of Common Stock are issuable under such warrants,
                  options or rights or Convertible Securities;

         and, if and to the extent called for by the foregoing provisions of
         Section 6(a)(vi) on the basis aforesaid, a new adjustment of the
         Aggregate Number shall be made, such new adjustment shall supersede the
         previous adjustment so rescinded and annulled.

                  (vii)    Issuer Tender Offers. In case a tender offer (a
"Tender Offer") made by the Company or any of its subsidiaries for all or any
portion of the Common Stock shall expire (the "Expiration Time") and the Tender
Offer (as amended upon the expiration thereof) shall require the payment to
stockholders based on the acceptance (up to any maximum specified in


                                       9
<PAGE>

the terms of the Tender Offer) of Purchased Shares (as defined below) of an
aggregate of the cash plus other consideration having a fair market value as of
the Expiration Time of such Tender Offer, that combined with the aggregate of
the cash plus the fair market value of consideration payable in respect of any
other tender offer (determined as of the Expiration Time of such other tender
offer) by the Company or any of its subsidiaries for all or any portion of the
Common Stock expiring within the 12 months preceding the expiration of the
Tender Offer and in respect of which no adjustment pursuant to this subsection
(vii) has been made, exceeds 10% of the product of the fair market value of
Common Stock as of the Expiration Time of the Tender Offer multiplied by the
number of shares of Common Stock outstanding (including any tendered shares) at
the Expiration Time of the Tender Offer, then, and in each such case,
immediately prior to the opening of business on the next trading day after the
date of the Expiration Time of the Tender Offer, the Exercise Price per share
shall be adjusted in accordance with this formula:

                                       (M x O) - P
                            E(1) = E x -----------
                                          M x D

         where:

         E(1)     =        the adjusted Exercise Price per share.

         E        =        the Exercise Price per share immediately prior to
                           close of business on the date of the Expiration Time
                           of the Tender Offer.

         O        =        the number of shares of Common Stock outstanding
                           (including any tendered shares) at the Expiration
                           Time of the Tender Offer.

         P        =        the amount of cash plus the fair market value of the
                           aggregate consideration payable to stockholders based
                           on the acceptance (up to any maximum specified in the
                           terms of the Tender Offer) of Purchased Shares (as
                           defined below). For purposes of this subsection (ii),
                           the term "Purchased Shares" shall mean such shares as
                           are deemed so accepted up to any such maximum

         M        =        the fair market value of Common Stock as of the
                           Expiration Time of the Tender Offer.

         D        =        the number of shares of Common Stock outstanding
                           (including any tendered shares) as of the Expiration
                           Time of the Tender Offer less the number of all
                           shares validly tendered and not withdrawn as of the
                           Expiration Time of the Tender Offer, and accepted for
                           purchase up to any maximum.


                                       10
<PAGE>

                  (viii)   Miscellaneous. The following provisions shall be
applicable to the making of adjustments of the Aggregate Number provided above
in this Section 6(a):

                           (A)      The sale or other disposition of any issued
         shares of Common Stock owned or held by or for the account of the
         Company or any of its Subsidiaries shall be deemed an issuance thereof
         for the purposes of this Section 6(a).

                           (B)      To the extent that any additional shares of
         Common Stock or any Convertible Securities or any warrants, options or
         other rights to subscribe for or purchase any additional shares of
         Common Stock or any Convertible Securities (1) are issued solely for
         cash consideration, the consideration received by the Company therefor
         shall be deemed to be the amount of the cash received by the Company
         therefor, (2) are offered by the Company for subscription, the
         consideration received by the Company shall be deemed to be the
         subscription price or (3) are sold to underwriters or dealers for
         public offering, the net consideration (after giving effect to
         underwriting discounts) received by the Company shall be deemed to be
         the consideration received by the Company therefor, in any such case
         excluding any amounts paid or receivable for accrued interest or
         accrued dividends. To the extent that such issuance shall be for a
         consideration other than cash, or partially for cash and partially for
         other consideration, then, except as otherwise expressly provided
         herein, the amount of such consideration shall be deemed to be the fair
         market value of such consideration plus, if applicable, the amount of
         such cash) at the time of such issuance, determined in the manner set
         forth in Section 6(d)(ii). In case any additional shares of Common
         Stock or any Convertible Securities or any warrants, options or other
         rights to subscribe for or purchase such additional shares of Common
         Stock or Convertible Securities shall be issued in connection with any
         merger in which the Company is the survivor and issues any securities,
         the amount of consideration therefor shall be deemed to be the fair
         market value of such additional shares of Common Stock, Convertible
         Securities, warrants, options or other rights, as the case may be,
         determined in the manner set forth in Section 6(d)(ii).

                           The consideration for any shares of Common Stock
         issuable pursuant to the terms of any Convertible Securities shall be
         equal to (x) the consideration received by the Company for issuing any
         warrants, options or other rights to subscribe for or purchase such
         Convertible Securities, plus (y) the consideration paid or payable to
         the Company in respect of the subscription for or purchase of such
         Convertible Securities, plus (z) the consideration, if any, payable to
         the Company upon the exercise of the right of conversion or exchange of
         such Convertible Securities.

                           In case of the issuance at any time of any additional
         shares of Common Stock or Convertible Securities in payment or
         satisfaction of any dividends upon any class of stock other than Common
         Stock, the Company shall, be deemed to have received for such
         additional shares of Common Stock or Convertible Securities a
         consideration equal to the amount of such dividend so paid or
         satisfied.


                                       11
<PAGE>

                           (C)      The adjustments required by the preceding
         paragraphs of this Section 6(a) shall be made whenever and as often as
         any specified event requiring an adjustment shall occur, except that no
         adjustment of the Aggregate Number that would otherwise be required
         shall be made (except in the case of a Stock Subdivision or Stock
         Combination, as provided for in Section 6(a)(i) hereof) unless and
         until such adjustment either by itself or with other adjustments not
         previously made adds or subtracts at least one one-hundredth of one
         share to or from the Aggregate Number immediately prior to the making
         of such adjustment. Any adjustment representing a change of less than
         such minimum amount (except as aforesaid) shall be carried forward and
         made as soon as such adjustment, together with other adjustments
         required by this Section 6(a) and not previously made, would result in
         a minimum adjustment. For the purpose of any adjustment, any specified
         event shall be deemed to have occurred at the close of business on the
         date of its occurrence.

                           (D)      In computing adjustments under this Section
         6(a), fractional interests in Common Stock shall be taken into account
         to the nearest one-thousandth of a share.

                           (E)      If the Company shall take a record of the
         holders of its Common Stock for the purpose of entitling them to
         receive a dividend or distribution or subscription or purchase rights
         and shall, thereafter and before the distribution to shareholders
         thereof, legally abandon its plan to pay or deliver such dividend,
         distribution, subscription or purchase rights, then no adjustment shall
         be required by reason of the taking of such record and any such
         adjustment previously made in respect thereof shall be rescinded and
         annulled.

         (b)      Changes in Common Stock. In case at any time the Company shall
initiate any transaction or be a party to any transaction (including, without
limitation, a merger, consolidation, share exchange, sale, lease or other
disposition of all or substantially all of the Company's assets, liquidation,
recapitalization or reclassification of the Common Stock) in connection with
which the previous Outstanding Common Stock shall be changed into or exchanged
for different securities of the Company or capital stock or other securities of
another corporation or interests in a non-corporate entity or other property
(including cash) or any combination of the foregoing (each such transaction
being herein called a "Transaction"), then, as a condition of the consummation
of the Transaction, lawful, enforceable and adequate provision shall be made so
that the Holder shall be entitled to elect by written notice to the Company to
receive (i) a new warrant in form and substance similar to, and in exchange for,
this Warrant to purchase all or a portion of such securities or other property
or (ii) upon exercise of this Warrant at any time on or after the consummation
of the Transaction, in lieu of the Warrant Shares issuable upon such exercise
prior to such consummation, the securities or other property (including cash) to
which such Holder would have been entitled upon consummation of the Transaction
if such Holder had exercised this Warrant immediately prior thereto (subject to
adjustments from and after the consummation date as nearly equivalent as
possible to the adjustments provided for in this Section 6). The Company will
not effect any Transaction unless prior to the consummation thereof each
corporation or other entity (other than the Company) which may be required to
deliver any new warrant, securities or other property as provided


                                       12
<PAGE>

herein shall assume, by written instrument delivered to the Holder, the
obligation to deliver to such Holder such new warrant, securities or other
property as in accordance with the foregoing provisions such Holder may be
entitled to receive and such corporation or entity shall have similarly
delivered to the Holder an opinion of counsel for such corporation or entity,
satisfactory to the Holder, which opinion shall state that all of the terms of
the new warrant or this Warrant shall be enforceable against the Company and
such corporation or entity in accordance with the terms hereof and thereof,
together with such other matters as the Holder may reasonably request. The
foregoing provisions of this Section 6(b) shall similarly apply to successive
Transactions.

         (c)      Other Action Affecting Common Stock. In case at any time or
from time to time the Company shall take any action of the type contemplated in
Section 6(a) or (b) hereof but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then, unless in the
opinion of the Company's board of directors such action will not have a Material
Adverse Effect upon the rights of the Holder (taking into consideration, if
necessary, any prior actions which the Board of Directors deemed not to
materially adversely affect the rights of the Holder), the Aggregate Number
shall be adjusted in such manner and at such time as the Board of Directors of
the Company may in good faith determine to be equitable in the circumstances.

         (d)      Notices.

                  (i)      Notice of Proposed Actions. In case the Company shall
propose (A) to pay any dividend payable in stock of any class to the holders of
its Common Stock or to make any other distribution to the holders of its Common
Stock, (B) to offer to the holders of its Common Stock rights to subscribe for
or to purchase any Convertible Securities or additional shares of Common Stock
or shares of stock of any class or any other securities, warrants, rights or
options, (C) to effect any reclassification of its Common Stock, (D) to effect
any recapitalization, stock subdivision, stock combination or other capital
reorganization, (E) to effect any consolidation or merger, share exchange, or
sale, lease or other disposition of all or substantially all of its property,
assets or business, (F) to effect the liquidation, dissolution or winding up of
the Company or (G) to effect any other action which would require an adjustment
under this Section 6, then in each such case the Company shall give to the
Holder written notice of such proposed action, which shall specify the date on
which a record is to be taken for the purposes of such stock dividend,
distribution or rights, or the date on which such reclassification,
reorganization, consolidation, merger, share exchange, sale, transfer,
disposition, liquidation, dissolution, winding up or other transaction is to
take place and the date of participation therein by the holders of Common Stock,
if any such date is to be fixed, or the date on which the transfer of Common
Stock is to occur, and shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action on the
Common Stock and on the Aggregate Number after giving effect to any adjustment
which will be required as a result of such action. Such notice shall be so given
in the case of any action covered by clause (A) or (B) above at least 30 days
prior to the record date for determining holders of the Common Stock for
purposes of such action and, in the case of any other such action, at least 30
days prior to the earlier of the date of the taking of such proposed action or
the date of participation therein by the holders of Common Stock.


                                       13
<PAGE>

                  (ii)     Adjustment Notice. Whenever the Aggregate Number is
to be adjusted pursuant to this Section 6, unless otherwise agreed by the
Holder, the Company shall promptly (and in any event within 10 Business Days
after the event requiring the adjustment) prepare a certificate signed by the
chief financial officer of the Company, setting forth, in reasonable detail, the
event requiring the adjustment and the method by which such adjustment is to be
calculated. The certificate shall set forth, if applicable, a description of the
basis on which the Board of Directors in good faith determined, as applicable,
the Fair Market Value Per Share, the fair market value of any evidences of
indebtedness, shares of stock, other securities, warrants, other subscription or
purchase rights, or other property or the equitable nature of any adjustment
under Section 6(b) or (c) hereof, the new Aggregate Number and, if applicable,
any new securities or property to which the Holder is entitled. The Company
shall promptly cause a copy of such certificate to be delivered to the Holder.
In the case of any determination of Fair Market Value Per Share, such
certificate shall be delivered to the Holder within the time period set forth in
the definition of Fair Market Value Per Share and the Holder may object thereto
as provided therein. Any other determination of fair market value shall first be
determined in good faith by the Board of Directors and be based upon an arm's
length sale of such indebtedness, shares of stock, other securities, warrants,
other subscription or purchase rights or other property, such sale being between
a willing buyer and a willing seller. In the case of any such determination of
fair market value, the Holder may object to the determination in such
certificate by giving written notice within 10 Business Days of the receipt of
such certificate and, if the Holder and the Company cannot agree to the fair
market value within 10 Business Days of the date of the Holder's objection, the
fair market value shall be determined by a national or regional investment bank
or a national accounting firm mutually selected by the Holder and the Company,
the fees and expenses of which shall be paid 50% by the Company and 50% by the
Holder unless such determination results in a fair market value more than 110%
of the fair market value determined by the Company in which case such fees and
expenses shall be paid by the Company. The Company shall keep at its Principal
Office copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by the Holder or any
prospective purchaser of the Warrant (in whole or in part) if so designated by
the Holder.

         SECTION 7. NO DILUTION OR IMPAIRMENT. The Company will not, by
amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, share exchange,
dissolution or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, including without limitation
the adjustments required under Section 6 hereof, and will at all times in good
faith assist in the carrying out of all such terms and in taking of all such
action as may be necessary or appropriate to protect the rights of the Holder
against dilution or other impairment. Without limiting the generality of the
foregoing and notwithstanding any other provision of this Warrant to the
contrary (including by way of implication), the Company (a) will not increase
the par value of any shares of Common Stock receivable on the exercise of this
Warrant above the amount payable therefor on such exercise or (b) will take all
such action as may be necessary or appropriate so that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock on the
exercise of this Warrant.


                                       14
<PAGE>

         SECTION 8. TRANSFERS OF THE WARRANT.

         (a)      Generally. Subject to the restrictions set forth in this
Section 8, the Restructure Agreement, and the legend set forth on the face of
this Warrant, the Holder may at any time and from time to time freely transfer
this Warrant and the Warrant Shares in whole or in part. This Warrant has not
been, and the Warrant Shares at the time of their issuance may not be,
registered under the Securities Act and except as provided in the Registration
Rights Agreement, nothing herein contained shall be deemed to require the
Company to so register this Warrant and the Warrant Shares. This Warrant and the
Warrant Shares are issued or issuable subject to the provisions and conditions
contained herein, and every Holder hereof by accepting the same agrees with the
Company to such provisions and conditions, and represents to the Company that
this Warrant has been acquired and the Warrant Shares will be acquired for the
account of the Holder for investment and not with a view to or for sale in
connection with any distribution thereof.

         (b)      Compliance with Securities Laws. The Holder agrees that the
Warrant and the Warrant Shares may not be sold or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act and
applicable state securities laws or pursuant to an applicable exemption from the
registration requirements of the Securities Act and such state securities laws.
Notwithstanding the legend set forth on the face of this Warrant, in the event
that the Holder transfers this Warrant or the Warrant Shares pursuant to an
applicable exemption from registration, the Company may request (other than with
respect to a transfer from lender or its affiliates to another lender or its
affiliates pursuant to the Restructure Agreement), at its expense, an opinion of
counsel reasonably satisfactory to the Company that the proposed transfer does
not require registration or qualification under the Securities Act or applicable
state securities laws.

         (c)      Restrictive Securities Legend. The certificate representing
the shares of Common Stock issued upon the exercise of the Warrant shall bear
the restrictive legends set forth below:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, or the securities laws of any State
         and may not be sold or otherwise disposed of in the absence of an
         effective registration statement under such Act and applicable State
         securities laws or an opinion of counsel reasonably satisfactory to the
         issuer that the proposed transaction does not require registration or
         qualification under such Act and such laws."

         SECTION  9. COVENANTS.

         The Company hereby represents, warrants and covenants to the Holder
that so long as Holder holds the Warrant or any Warrant Shares:

         (a)      Certain Amendments. The Company will not, and will not permit
or cause any of its Subsidiaries to, amend, modify or change any provision of
its articles or certificate of incorporation, bylaws, or the terms of any class
or series of its Capital Stock to the extent such amendment, modification or
change would have an adverse effect on the Holder, other than the


                                       15
<PAGE>

amendments to the certificate of incorporation and bylaws expressly contemplated
by the Restructuring Agreement.

         (b)      Limitation on Certain Restrictions. The Company will not, and
will not permit or cause any of its Subsidiaries (to the extent the Company has
any Subsidiaries after the Closing Date) to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any restriction or
encumbrance on the ability of the Company and any such Subsidiaries to perform
and comply with their respective obligations under this Warrant.

         SECTION 10. EVENTS OF NON-COMPLIANCE AND REMEDIES.

         (a)      Events of Non-Compliance. If the Company fails to keep and
fully and promptly perform and observe in all material respects any of the
terms, covenants or representations contained or referenced herein within 30
days from the earlier to occur of (A) written notice from the Holder specifying
what failure has occurred, or requesting that a specified failure be remedied or
(B) an executive officer of the Company becoming aware of such failure (an
"Event of Non-Compliance"), the Holder shall be entitled to the remedies set
forth in subsection (b) hereof.

         (b)      Remedies. On the occurrence of an Event of Non-Compliance, in
addition to any remedies the Holder may have under applicable law, the Holder
may bring any action for injunctive relief or specific performance of any term
or covenant contained herein or in the Restructure Agreement, the Company hereby
acknowledging that an action for money damages may not be adequate to protect
the interests of the Holder hereunder.

         SECTION 11. DEFINITIONS.

         As used herein, in addition to the terms defined elsewhere herein, the
following terms shall have the following meanings. Capitalized terms not
appearing below and not otherwise defined herein shall have the meaning ascribed
to them in the Restructure Agreement.

         "Affiliate" means, with respect to a Person, any other Person (other
than a Subsidiary) which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such Person. The term "control" means (a) the power to vote more than 50% of the
securities or other equity interests of a Person having ordinary voting power
(on a fully diluted basis), or (b) the possession, directly or indirectly, of
any other power to direct or cause the direction of the management and policies
of a Person, whether through ownership of voting securities, by contract or
otherwise.

         "Aggregate Number" has the meaning set forth in the Preamble.

         "Business Day" means any day other than a Saturday, Sunday or a day on
which commercial banking institutions in Charlotte, North Carolina or New York,
New York are authorized or required by law or executive order to be closed.


                                       16
<PAGE>

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Company, as in effect on the date hereof.

         "Commencement Date" has the meaning set forth in the Preamble.

         "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act or the
Exchange Act.

         "Common Stock" means, collectively, the Common Stock and any other
class of capital stock of the Company hereafter authorized having the right to
share in distributions either of earnings or assets without limit as to amount
or percentage.

         "Company" has the meaning set forth in the Preamble.

         "Convertible Securities" means evidences of indebtedness, shares of
stock or other securities (including, but not limited to options and warrants)
which are directly or indirectly convertible, exercisable or exchangeable, with
or without payment of additional consideration in cash or property, for shares
of Common Stock, either immediately or upon the onset of a specified date or the
happening of a specified event.

         "Distribution" has the meaning set forth in Section 6(a)(i).

         "Election to Purchase" has the meaning set forth in Section 2(a).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.

         "Exempt Issuances" has the meaning set forth in Section 6.

         "Exercise Amount" has the meaning set forth in Section 2(a).

         "Exercise Price" has the meaning set forth in the Preamble.

         "Expiration Date" has the meaning set forth in the Preamble.

         "Fair Market Value Per Share" means as of a particular date the average
(weighted by daily trading volume) of the closing prices of the Common Stock on
all securities exchanges on which such security may be listed at the time, or,
if there has been no sales on any such exchange on any day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York Time, or, if on any
day such security is not quoted in the NASDAQ System, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau, Incorporated or any similar
successor organization, in each such case averaged over a period of 20 days
consisting of the day as of which the "Fair Market Value Per Share" is being
determined and the 19 consecutive Business Days prior to such day. If at any
time the Common Stock is not listed on any securities exchange or quoted in the
NASDAQ


                                       17
<PAGE>

System or the over-the-counter market, the "Fair Market Value Per Share"
shall be (a) the fair market value of the Outstanding Common Stock based upon an
arm's length sale of the Company on such date (including its ownership interest
in all Persons) as an entirety, such sale being between a willing buyer and a
willing seller and determined without reference to any discount for minority
interest, restrictions on transfer, disparate voting rights among classes of
capital stock or lack of marketability with respect to capital stock divided by
(b) the aggregate number of shares of Outstanding Common Stock; provided,
however, that in no event shall "Fair Market Value Per Share be deemed to be
less than the applicable Exercise Price per share subject to proportional
adjustment upon the occurrence of an event specified in Section 6(a)(i). The
Fair Market Value Per Share shall be determined by members of the Board of
Directors of the Company in good faith within 10 days of any event for which
such determination is required and such determination (including the basis
therefor) shall be promptly provided to the Holder. Such determination shall be
binding on the Holder unless the Holder objects thereto in writing within 10
Business Days of receipt. In the event the Company and the Holder cannot agree
on the Fair Market Value Per Share within 10 Business Days of the date of the
Holder's objection, the Fair Market Value Per Share shall be determined by a
disinterested appraiser (which may be a national or regional investment bank or
national accounting firm) mutually selected by the Company and the Holder, the
fees and expenses of which shall be paid 50% by the Company and 50% by the
Holder unless such determination results in a Fair Market Value Per Share more
than 110% of the Fair Market Value Per Share initially determined by the Company
in which case such fees and expenses shall be borne by the Company. Any
selection of a disinterested appraiser shall be made in good faith within seven
Business Days after the end of the last 10 Business Day period referred to above
and any determination of Fair Market Value Per Share by a disinterested
appraiser shall be made within 30 days of the date of selection.

         "Fully Diluted" means, with respect to the Common Stock, as of a
particular time the total outstanding shares of Common Stock as of such time,
determined by treating all warrants and options for Common Stock as having been
exercised and by treating all outstanding Convertible Securities as having been
so converted.

         "Governmental Authority" means the government of any nation, state,
city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

         "Holder" means BNP Paribas and its successors and assigns.

         "Material Adverse Effect" means a material adverse effect upon the
business, assets or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole.

         "Outstanding Common Stock" of the Company means, as of the date of
determination, the sum (without duplication) of the following: (a) the number of
shares of Common Stock then outstanding at the date of determination, (b) the
number of shares of Common Stock then issuable upon the exercise of the Warrant
(as such number of shares may be adjusted pursuant to the terms hereof) and (c)
the number of shares of Common Stock then issuable upon the exercise


                                       18
<PAGE>

or conversion of Convertible Securities and any warrants, options or other
rights to subscribe for or purchase Common Stock or Convertible Securities (but
excluding any unvested options and securities not then exercisable for or
convertible into Common Stock).

         "Person" means any individual, firm, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or other entity of any kind and includes any successor (by merger or
otherwise) of such entity.

         "Principal Office" means the Company's principal office as set forth in
Section 16 hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Holder.

         "Registration Rights Agreement" means the Registration Rights Agreement
of even date between the Company, the Holder and the other investors listed on
the signature pages thereto, as amended, modified or supplemented from time to
time.

         "Regulatory Requirement" has the meaning set forth in Section 5(c).

         "Required Holders" means the holders of at least 51% of the Warrant
Securities then outstanding determined on a Fully Diluted basis.

         "Restructure Agreement" means the Restructure Agreement dated as of
April 14, 2003 between the Company as borrower, certain subsidiaries as
guarantors, Bank of America, N.A. as agent and the lenders listed on the
signature pages thereto, and as amended, modified or supplemented from time to
time.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

         "Stock Combination" has the meaning set forth in Section 6(a)(i)(C).

         "Stock Dividend" has the meaning set forth in Section 6(a)(i)(A).

         "Stock Option Plans" means, collectively, the 1995 Equity Participation
Plan of the Company, as in effect on the date hereof, and the 2003 Equity
Incentive Plan of the Company, as in effect (although subject to stockholder
approval) on the date hereof, and any and all stock options issued pursuant
thereto.

         "Stock Subdivision" has the meaning set forth in Section 6(a)(i)(B).

         "Subsidiary" means, as to a Person, any corporation, partnership or
other entity of which more than 50% of the outstanding capital stock or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other managers of such corporation, partnership or other
entity is at the time, directly or indirectly, owned by or otherwise controlled
by such Person.


                                       19
<PAGE>

          "Transaction" has the meaning set forth in Section 6(b).

          "Warrant" has the meaning set forth in Section 1(a).

         "Warrant Securities" means the Warrant and the Warrant Shares,
collectively.

         "Warrant Shares" means (a) the shares of Common Stock issued or
issuable upon exercise of this Warrant in accordance with its terms and (b) all
other shares of the Company's capital stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in connection
with any merger, consolidation, recapitalization or other reorganization
affecting the Company's capital stock.

         SECTION 12. SURVIVAL OF PROVISIONS. Notwithstanding the full exercise
by the Holder of its rights to purchase Common Stock hereunder, the provisions
of Sections 5(c), 5(d) and 9 through 21 of this Warrant shall survive such
exercise and the Expiration Date until such time as the rights of the Required
Holders to have the Company redeem all Warrant Securities held by the Holder
have expired or been fully exercised.

         SECTION 13. DELAYS, OMISSIONS AND INDULGENCES. It is agreed that no
delay or omission to exercise any right, power or remedy accruing to the Holder
upon any breach or default of the Company under this Warrant shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character on the Holder's part of any breach or
default under this Warrant, or any waiver on the Holder's part of any provisions
or conditions of this Warrant must be in writing and that all remedies, either
under this Warrant, or by law or otherwise afforded to the Holder, shall be
cumulative and not alternative.

         SECTION 14. RIGHTS OF TRANSFEREES. Subject to Section 8, the rights
granted to the Holder hereunder of this Warrant shall pass to and inure to the
benefit of all subsequent transferees of all or any portion of the Warrant
(provided that the Holder and any transferee shall hold such rights in
proportion to their respective ownership of the Warrant and Warrant Shares)
until extinguished pursuant to the terms hereof.

         SECTION 15. CAPTIONS. The titles and captions of the Sections and
other provisions of this Warrant are for convenience of reference only and are
not to be considered in construing this Warrant.

         SECTION 16. NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopy,
overnight courier service or personal delivery:


                                       20
<PAGE>

         (a)      if to the Company:

                  Personnel Group of America, Inc.
                  2709 Water Ridge Parkway
                  Charlotte, North Carolina  28217
                  Attn: James C. Hunt, Chief Financial Officer
                  Telephone: (704) 442-5105
                  Telecopy: (704) 442-5138

                  with a copy to:

                  Robinson Bradshaw & Hinson
                  101 North Tryon Street, Suite 1900
                  Charlotte, North Carolina 28246
                  Attn: Stephen M. Lynch, Esq.
                  Telephone: (704) 377-2536
                  Telecopy: (704) 378-4000

         (b)      if to the Holder:

                  BNP Paribas
                  787 Seventh Avenue
                  New York, NY  10019
                  Attn: Justine Dupont-Nivet
                  Telephone: (212) 841-3892
                  Telecopy: (212) 841-3049

                  BNP Paribas
                  787 Seventh Avenue, 3rd Floor
                  New York, NY  10019
                  Attn: Joseph Egan
                  Telephone: (212) 841-2562
                  Telecopy: (212) 841-3565

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.

         SECTION 17. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, provided that the Company shall have no right to assign its rights,
or to delegate its obligations, hereunder without the prior written consent of
the Holder.

         SECTION 18. SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any


                                       21
<PAGE>

respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired, unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the remaining
provisions hereof.

         SECTION 19. GOVERNING LAW. This Warrant is to be construed and enforced
in accordance with and governed by the laws of the State of Delaware and without
regard to the principles of conflicts of law of such state.

         SECTION 20. ENTIRE AGREEMENT. This Warrant, the Registration Rights
Agreement and the Restructure Agreement are intended by the parties as a final
expression of their agreement and are intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein.

         SECTION 21. RULES OF CONSTRUCTION. Unless the context otherwise
requires "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Warrant. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.


                   [Remainder of Page Intentionally Omitted.]


                                       22
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be issued
and executed in its corporate name by its duly authorized officers and its
corporate seal to be affixed hereto as of the date below written.

DATED:  April 14, 2003           PERSONNEL GROUP OF AMERICA, INC.



                                 By: /s/ James C. Hunt
                                    -----------------------------------------
                                         James C. Hunt, President and
                                         Chief Financial Officer



                                       23
<PAGE>
                                                                      EXHIBIT A

                               NOTICE OF EXERCISE

         To:
                  -----------------------------------

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

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


         1.       The undersigned, pursuant to the provisions of the attached
Warrant, hereby elects to exercise this Warrant with respect to ________ shares
of Common Stock (the "Exercise Amount"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed thereto in the attached
Warrant.

         2.       The undersigned herewith tenders payment for such shares in
the following manner (please check type, or types, of payment and indicate the
portion of the Aggregate Exercise Price to be paid by each type of payment):

                                      Exercise for Cash
                           ------
                                      Exercise for Common Stock
                           ------
                                      Cashless Exercise
                           -------

         3.       Please issue a certificate or certificates representing the
shares issuable in respect hereof under the terms of the attached Warrant, as
follows:

                       -------------------------------------------------------
                       (Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:

                       -------------------------------------------------------
                       (Address of Record Holder/Transferee)

         4.       The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

         5.       If the Exercise Amount is less than all of the shares of
Common Stock purchasable hereunder, please issue a new warrant representing the
remaining balance of such shares, as follows:

                        ------------------------------------------------------
                       (Name of Record Holder/Transferee)

<PAGE>

and deliver such warrant to the following address:

                      --------------------------------------------------------
                      (Address of Record Holder/Transferee)



                      --------------------------------------------------------
                      (Signature)



-------------------------------------
(Date)


                                       25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.17
<SEQUENCE>16
<FILENAME>g82123exv99w17.txt
<DESCRIPTION>POWER OF ATTORNEY OF VICTOR E. MANDEL
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.17


                                POWER OF ATTORNEY


         THE UNDERSIGNED director of Personnel Group of America, Inc. (the
"Company") hereby appoints Larry L. Enterline, James C. Hunt, Ken R. Bramlett,
Jr. and Michael H. Barker and each of them singly, for a period extending for
the duration of the undersigned's service as a director of the Company and for a
period of six months thereafter, as the undersigned's lawful agent and
attorney-in-fact, with full power of substitution and resubstitution, for and on
behalf and in the name of the undersigned, to execute and file with the
Securities and Exchange Commission (the "Commission") reports pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
including reports on Forms 3, 4 and 5 under the Act and any amendments thereto,
with full power and authority to take or cause to be taken all other actions
that in the judgment of such appointed person(s) may be necessary or appropriate
to effect the filing of such reports.


         EXECUTED on the 15th day of April, 2003.



                                           /s/ Victor E. Mandel
                                           -------------------------------------
                                           Victor E. Mandel



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