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                                                                    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





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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




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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
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     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

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     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






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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






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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.



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         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






