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                                                                    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.

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         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

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         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;

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                      (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

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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

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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.

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                      (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

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                  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,

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                  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

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                  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

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         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.

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                      (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



