Amendment No. 6 to Revolving Credit and Security Agreement dated as of July
      12, 2006


    

      Exhibit
        10.1

      


      Execution
        Version

      


      


      CONSENT
        AND AMENDMENT NO. 6 TO

      REVOLVING
        CREDIT AND SECURITY AGREEMENT

       

      among

       

      CIT
        SOUTHEAST, INC.,

      UNIFORCE
        SERVICES, INC.,

      BRENTWOOD
        OF CANADA, INC.,

      BRENTWOOD
        SERVICE GROUP, INC.,

      CLINICAL
        LABFORCE OF AMERICA, INC.,

      COMFORCE
        INFORMATION TECHNOLOGIES, INC.,

      COMFORCE
        TECHNICAL, LLC,

      COMFORCE
        TECHNICAL SERVICES, INC.,

      COMFORCE
        TELECOM, INC.,

      CTS
        OF WASHINGTON, LLC,

      GERRI
        G., INC.,

      LABFORCE
        SERVICES OF AMERICA, INC.,

      PRO
        CLINICAL SUPPORT SERVICES, LLC,

      PRO
        UNLIMITED GLOBAL LTD,

      PRO
        UNLIMITED GLOBAL (HK) LIMITED,

      PRO
        UNLIMITED GLOBAL JAPAN, LTD 

      a/k/a
        PRO
        UNLIMITED GLOBAL JAPAN, YK,

      PRO
        UNLIMITED, INC.,

      PRO
        UNLIMITED MPS, INC.,

      TEMPORARY
        HELP INDUSTRY SERVICING COMPANY, INC.,

      UNIFORCE
        STAFFING SERVICES, INC.,

      SUMTEC
        CORPORATION,

      THISCO
        OF CANADA, INC.,

      CTS
        GLOBAL, INC.

      (as
        Borrowers)

       

      and

       

      COMFORCE
        OPERATING, INC.

      (as
        Borrowing Agent)

       

      and

       

      COMFORCE
        CORPORATION

      (as
        Guarantor)

       

      and

       

      PNC
        BANK, NATIONAL ASSOCIATION

      (as
        Administrative Agent and Lender)

       

      and
        

       

      THE
        OTHER LENDERS PARTY HERETO

      


      as
        of July 12, 2006

      


       


      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      CONSENT
        AND AMENDMENT NO. 6 TO 

      REVOLVING
        CREDIT AND SECURITY AGREEMENT

       

      This
        Amendment No. 6 to Revolving Credit and Security Agreement (this “Amendment”)
        is
        entered into as of July 12, 2006, by and among COMFORCE Operating, Inc.,
        a
        corporation organized under the laws of the State of Delaware (“COI”),
        CIT
        Southeast, Inc., a corporation organized under the laws of the State of New
        York
        (“CIT
        Southeast”),
        Uniforce Services, Inc., a corporation organized under the laws of the State
        of
        New York (“USI”),
        Brentwood of Canada, Inc., a corporation organized under the laws of the
        State
        of New York (“BOCI”),
        Brentwood Service Group, Inc., a corporation organized under the laws of
        the
        State of New York (“Brentwood”),
        Clinical Labforce of America, Inc., a corporation organized under the laws
        of
        the State of New York (“CLOA”),
        COMFORCE Information Technologies, Inc., a corporation organized under the
        laws
        of the State of New York (“CIT”),
        COMFORCE Technical, LLC, a limited liability company organized under the
        laws of
        the State of New York (“CTLLC”),
        COMFORCE Technical Services, Inc., a corporation organized under the laws
        of the
        State of Delaware (“CTS”),
        COMFORCE Telecom, Inc., a corporation organized under the laws of the State
        of
        Delaware (“CTI”),
        CTS
        of Washington, LLC, a limited liability company formed under the laws of
        the
        State of New York (“CTSLLC”),
        Gerri
        G., Inc., a corporation organized under the laws of the State of New York
        (“Gerri”),
        Labforce Services of America, Inc., a corporation organized under the laws
        of
        the State of New York (“LSOA”),
        PrO
        Clinical Support Services, LLC, a limited liability company organized under
        the
        laws of the State of New York (“PCSS”),
        PrO
        Unlimited, Inc., a corporation organized under the laws of the State of New
        York
        (“PUI”),
        PrO
        Unlimited MPS, Inc., a corporation organized under the laws of the State
        of New
        York (“PUMPS”),
        Temporary Help Industry Servicing Company, Inc., a corporation organized
        under
        the laws of the State of New York (“THISCI”),
        Uniforce Staffing Services, Inc., a corporation organized under the laws
        of the
        State of New York (“USSI”),
        Sumtec Corporation, a corporation organized under the laws of the State of
        Delaware (“Sumtec”),
        Thisco of Canada, Inc., a corporation organized under the laws of the State
        of
        New York (“Thisco”),
        PrO
        Unlimited Global Ltd, a company incorporated under English law (“PUGL”),
        PrO
        Unlimited Global (HK) Limited, a company limited by shares organized under
        the
        laws of Hong Kong (“PHK”),
        PrO
        Unlimited Global Japan, Ltd. a/k/a PrO Unlimited Global Japan, YK, a company
        organized under the laws of Japan (“PUGJ”),
        and
        CTS Global, Inc., a New York corporation (“CTSG”)
        (CIT
        Southeast, USI, BOCI, Brentwood, CLOA, CIT, CTLLC, CTS, CTI, CTSLLC, Gerri,
        LSOA, PCSS, PUI, PUMPS, THISCI, USSI, Sumtec, Thisco, PUGL, PHK, PUGJ and
        CTSG,
        collectively, the “Borrowers”),
        Comforce Corporation, a Delaware corporation, as guarantor (“ComCorp”),
        PNC
        Bank, National Association (“PNC”),
        as
        Administrative Agent for the Lenders (as defined below) (PNC, in such capacity,
        “Administrative
        Agent”)
        and as
        Lender, Merrill Lynch Capital, a Division of Merrill Lynch Business Financial
        Services Inc. (“Merrill”)
        and
        JPMorgan Chase Bank, N.A. (“Chase”),
        as
        Co-Syndication Agents and as Lenders, and Webster Business Credit Corporation
        (f/k/a Whitehall Business Credit Corporation) (“Webster”),
        as
        Documentation Agent and as Lender. All terms used herein and not otherwise
        defined shall have the meanings ascribed to them in the Credit Agreement
        (as
        hereinafter defined).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      WHEREAS,
        the Borrowers, COI, Webster, Chase, Merrill, the other financial institutions
        which are now or which hereafter become a party thereto (collectively, the
        “Lenders”
and
        individually, a “Lender”)
        and
        PNC, as Lender and as Administrative Agent, entered into that certain Revolving
        Credit and Security Agreement, dated as of June 25, 2003, as amended by the
        Waiver and Amendment No. 1 to Revolving Credit and Security Agreement, dated
        as
        of March 17, 2004, the Amendment No. 2 to Revolving Credit and Security
        Agreement, dated as of September 29, 2004, the Amendment No. 3 to Revolving
        Credit and Security Agreement, dated as of February 3, 2005, the Amendment
        No. 4
        to Revolving Credit and Security Agreement, dated as of May 13, 2005, and
        the
        Amendment No. 5 to Revolving Credit and Security Agreement, dated as of December
        22, 2005 (as the same may be from time to time further amended, extended,
        restated, supplemented or otherwise modified, the “Credit
        Agreement”),
        pursuant to which the Lenders made available to the Borrowers loans in an
        aggregate principal amount of up to $85,000,000; and

       

      WHEREAS,
        the Borrowers have requested that the Lenders amend the Credit Agreement
        as set
        forth below.

       

      NOW,
        THEREFORE, in consideration of the foregoing and for other good and valid
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto, intending to be legally bound, hereby agree as
        follows:

       

      I. AMENDMENT

       

      A.  Section
        1.2 of the Credit Agreement is hereby amended to amend and restate the
        definition of “Maximum Revolving Advance Amount” in its entirety as
        follows:

       

      “’Maximum
        Revolving Advance Amount’ shall mean $110,000,000.”

       

      B.  Section
        1.2 of the Credit Agreement is hereby amended by amending and restating the
        definition of “Applicable Margin” in its entirety as follows:

       

      “‘Applicable
        Margin’ shall mean, at any Adjustment Date, the applicable percentage set forth
        below opposite the Level of Fixed Charge Coverage Ratio as of such Adjustment
        Date (as reflected, except as provided below, in the calculations delivered
        pursuant to subsection 9.8 hereof or, with respect to clause (i) of the
        definition of Adjustment Date, subsection 9.7 hereof):

       

       

      
        
           

        

        
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                Level
                  of Fixed Charge Coverage Ratio

              	
                Applicable
                  Percentage

              
	
                 

                Level
                  I: Fixed
                  Charge Coverage Ratio is equal to or less than 1.05:1.00

                 

              	
                2.50

                 

              
	
                Level
                  II: Fixed
                  Charge Coverage Ratio is greater than 1.05:1.00 but less than or
                  equal to
                  1.30:1.00

                 

              	
                2.25

                 

              
	
                Level
                  III: Fixed
                  Charge Coverage Ratio is greater than 1.30:1.00 but less than or
                  equal to
                  1.50:1.00 

                 

              	
                2.00

                 

              
	
                Level
                  IV: Fixed
                  Charge Coverage Ratio is greater than 1.50:1.00 but less than or
                  equal to
                  1.75:1.00 

                 

              	
                1.75

                 

              
	
                Level
                  V: Fixed
                  Charge Coverage Ratio is greater than 1.75:1.00

                 

              	
                1.50

                 

              


      

       

      ;
        provided that (a) the Applicable Margin determined for any Adjustment Date
        shall
        remain in effect until a subsequent Adjustment Date for which the Fixed Charge
        Coverage Ratio falls within a different Level, (b) if the financial
        statements (and all required covenant calculations) for any fiscal period
        are
        not delivered by the date due pursuant to subsections 9.7 or 9.8, the Applicable
        Margin shall be that set forth above opposite Level I until the next subsequent
        Adjustment Date, and (c) during the continuance of any Event of Default,
        the
        Applicable Margin shall at no time be less than the Applicable Margin
        immediately prior to such Event of Default notwithstanding the Fixed Charge
        Coverage Ratio during such period.”

       

      C.  Section
        (i) of the definition of “Eligible Receivables” in Section 1.2 of the Credit
        Agreement is hereby amended by replacing “$10,000,000” with “$15,000,000” and by
        replacing “$12,500,000” with “$17,500,000.”

       

      D.  Section
        (j) of the definition of “Eligible Receivables” in Section 1.2 of the Credit
        Agreement is hereby amended by replacing “$12,500,000” with
“$17,500,000.”

       

      E.  Section
        2.1(a)(i) of the Credit Agreement is hereby amended and restated in its entirety
        as follows:

       

      “up
        to
        the lesser of (A) 87%, subject to the provisions of Section 2.1(b) hereof
        (“Advance
        Rate”),
        of
        Eligible Receivables and (B) 90% of Eligible Account Receivables (as defined
        in
        the Senior Notes Indenture), minus”

       

      F.  The
        first
        sentence of Section 3.2(a) of the Credit Agreement is hereby amended and
        restated in its entirety as follows:

       

      “Borrowers
        shall pay (x) to Administrative Agent, for the benefit of Lenders, fees for
        each
        Letter of Credit for the period from and excluding the date of issuance of
        same
        to and including the date of expiration or termination, equal to the average
        daily face amount of each outstanding Letter of Credit multiplied by one
        and one
        quarter of one percent (1.25%) per annum, such fees to be calculated on the
        basis of a 


       


      
        
           

        

        
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      360-day
        year for the actual number of days elapsed and to be payable monthly in arrears
        on the first day of each calendar month and on the last day of the Term,
        plus
        customary administrative, issuance, amendment, payment and negotiation charges
        with respect to Documentary Letters of Credit, and (y) to the Issuer, any
        and
        all fees and expenses as agreed upon by the Issuer and the Borrowing Agent
        in
        connection with any Letter of Credit, including, without limitation, in
        connection with the opening, amendment or renewal of any such Letter of Credit
        and any acceptances created thereunder and shall reimburse Administrative
        Agent
        for any and all fees and expenses, if any, paid by Administrative Agent to
        the
        Issuer (all of the foregoing fees, the “Letter
        of Credit Fees”).”

       

      G.  Section
        3.3(a) of the Credit Agreement is hereby amended and restated in its entirety
        as
        follows:

       

      “If,
        for
        any calendar quarter during the Term, the average daily unpaid balance of
        the
        Advances for each day of such quarter is less than the Maximum Revolving
        Advance
        Amount, then Borrowers shall pay to Administrative Agent, for the ratable
        benefit of the Lenders, a facility fee at a rate equal to one quarter of
        one
        percent (0.25%) per annum on the amount by which the Maximum Revolving Advance
        Amount exceeds such average daily unpaid balance. Such facility fee shall
        be
        payable to Administrative Agent in arrears on the first day of each calendar
        quarter.”

       

      H.  Section
        7.6 of the Credit Agreement is hereby amended and restated in its entirety
        as
        follows:

       

      “Section
        7.6. Capital
        Expenditures.
        Contract for, purchase or make any expenditure or commitments for fixed or
        capital assets (including capitalized leases) in any fiscal year in an aggregate
        amount for all Borrowers in excess of $5,000,000.”

       

      I.  Section
        13.1 of the Credit Agreement is hereby amended and restated in its entirety
        as
        follows:

       

      “Section
        13.1 Term.
        This
        Agreement, which shall inure to the benefit of and shall be binding upon
        the
        respective successors and permitted assigns of each Borrower, Administrative
        Agent and each Lender, shall become effective on the date hereof and shall
        continue in full force and effect until July 24, 2010 (the “Term”)
        unless
        sooner terminated as herein provided; provided,
        that,
        in the event the maturity of the Senior 12% Notes is not extended to December
        1,
        2010, the last day of the Term shall be July 24, 2007. Borrowers may terminate
        this Agreement at any time upon ninety (90) days’ prior written notice upon
        payment in full of the Obligations. In the event the Obligations are prepaid
        in
        full on or prior to the first anniversary of the closing of the redemption
        of
        the Senior 12% Notes pursuant to the Notice of Redemption, dated on or around
        July 17, 2006, Borrowers shall pay to Administrative Agent for the benefit
        of
        Lenders an early termination fee in an amount equal to 1.0% of the Maximum
        Revolving Advance Amount.”


      
        
           

        

        
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      II. CONSENTS

       

      A.  The
        Lenders hereby consent to the amendment of the Senior 12% Notes (the
“Amendments”)
        as
        described in the Consent Solicitation Statement of Comforce Operating, Inc.,
        dated June 19, 2006 (the “Consent”),
        and
        the redemption of the Senior 12% Notes in the aggregate amount not to exceed
        $25,000,000 (the “Redemption”)
        pursuant to the Notice of Redemption of Comforce Operating Inc., dated on
        or
        around July 17, 2006 (the “Notice”).
        To
        consummate the Redemption, Borrowers may utilize up to $4,000,000 in excess
        of
        the Redemption Allowance permitted for calendar year 2006; provided that
        the
        Redemption Allowance for calendar year 2007 is reduced by such
        amount;
        and provided further, that no Default or Event of Default shall have occurred
        and be continuing on the date of such Redemption.
        

       

      B.  The
        Lenders hereby consent to the formation by CTS of a limited liability company
        (the “Subsidiary”)
        in a
        joint venture with Technical Design Inc., or another Person reasonably
        acceptable to Administrative Agent, for the purpose of bidding on and obtaining
        a sole source award to provide technical services to Los Alamos National
        Laboratory and Lawrence Livermore Laboratory; provided that CTS shall have
        a
        minority interest in Subsidiary but with full managerial control of Subsidiary’s
        operations, including its Receivables, and Administrative Agent shall have
        received a full background check on Technical Design Inc. and its principals
        satisfactory to Administrative Agent in all respects; provided further that
        the
        Administrative Agent shall have received a joinder with respect to Subsidiary
        providing for, among other things, a pledge of all of Subsidiary’s membership
        interests, the grant of a first priority perfected lien on Subsidiary’s assets,
        including all deposit accounts and the procurement of all consents in connection
        with such grant, a review of Subsidiary’s Receivables, for inclusion as Eligible
        Receivables, which shall be satisfactory to Administrative Agent in all
        respects, and delivery of the organizational documents of Subsidiary in form
        and
        substance satisfactory to Administrative Agent in all respects. 

       

      III. CONDITIONS
        PRECEDENT

       

      A. 
         The
        provisions of Article I and Article II(B) of this Amendment shall become
        effective only upon satisfaction of each of the following
        conditions:

       


      
        
           

        

        
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      1.     The
        Borrowers shall have delivered to the Administrative Agent a fully executed
        original of this Amendment and an opinion of counsel in form and substance
        satisfactory to Administrative Agent in it sole discretion.

       

      2.     The
        Borrower shall have delivered to Administrative Agent fully executed amended
        and
        restated Notes in favor of each Lender in the amount of each such Lender’s
        Commitment Percentage of the Maximum Revolving Advance Amount.

       

      3.     The
        Borrowers
        shall have paid all amendment fees to the Administrative Agent, on behalf
        of the
        Lenders, in immediately available funds. 

       

      4.     The
        representations and warranties contained in Article VI hereof shall be true
        and
        correct as of the date hereof and as of the date of the satisfaction of each
        of
        the conditions contained in this Article III.

       

      B.     The
        provisions of Article II(A) of this Amendment shall become effective only
        upon
        satisfaction of each of the following conditions:

       

      1.     The
        Borrowers shall have satisfied the conditions set forth in Article III(A)
        of
        this Amendment.

       

      2.     The
        representations and warranties contained in Article VI hereof shall be true
        and
        correct as of the date of each of the Amendments and Redemption.

       

      3.     After
        giving
        effect to the Amendments and Redemption, Borrowers shall have Undrawn
        Availability of at least $11,000,000.

       

      4.     Administrative
        Agent
        shall have received copies of the Consent, the Notice and all documents
        delivered in connection with the Amendments and the Redemption, including,
        but
        not limited to, evidence of the amount of holders
        of
        Senior
        12% Notes (x)
        consenting to the Amendments and (y) being prepaid pursuant to the Redemption,
        all in
        form
        and substance satisfactory to Administrative Agent in its sole
        discretion.

       

      5.     The
        Amendments shall have become effective on or prior to August 31,
        2006.

       

      IV. PLEDGORS
        CONSENT

       

      The
        undersigned Pledgors, in their respective capacity as Pledgors, hereby consent
        to this Amendment and to the consummation of the transactions contemplated
        

       


      
        
           

        

        
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      hereby
        and hereby restate, ratify and confirm their respective pledge in support
        of the
        Obligations pursuant to the terms of their respective Pledge Agreements,
        in all
        respects, after giving effect to the consents and amendments set forth herein
        and the consummation of the transactions contemplated hereby. Although each
        Pledgor has been informed of the matters set forth herein and has acknowledged
        and consented to the same, each Pledgor understands and agrees that neither
        the
        Administrative Agent nor any Lender has any obligation to inform Pledgors
        of
        such matters in the future or to seek any Pledgor’s acknowledgment, consent or
        agreement to future amendments and nothing herein shall create such
        duty.

       

      V.    GUARANTORS’
        CONSENT

       

      The
        undersigned Guarantors, in their respective capacity as Guarantors, hereby
        consent to this Amendment and to the consummation of the transactions
        contemplated hereby and each of them hereby restates, ratifies and confirms
        its
        respective joint and several guaranty of the prompt payment of the Obligations
        of the Borrowers pursuant to its Guaranty, in all respects, after giving
        effect
        to the consents and amendments set forth herein and the consummation of the
        transactions contemplated hereby. Although each Guarantor has been informed
        of
        the matters set forth herein and has acknowledged and consented to the same,
        each Guarantor understands and agrees that neither the Administrative Agent
        nor
        any Lender has any obligation to inform such Guarantor of such matters in
        the
        future or to seek such Guarantor’s acknowledgment, consent or agreement to
        future amendments and nothing herein shall create such duty.

       

      VI.    REPRESENTATIONS
        AND
        WARRANTIES

       

      Each
        Borrower, COI and ComCorp hereby represent and warrant to the Lenders and
        Administrative Agent as follows:

       

      A.  The
        execution, delivery and performance by each such Person of this Amendment
        and
        the transactions contemplated hereby (a) are within such Person’s corporate or
        limited liability company power; (b) have been duly authorized by all corporate
        or limited liability company or other necessary action; (c) are not in
        contravention of any provision of such Person’s certificate of incorporation or
        formation, operating agreement, bylaws or other documents of organization;
        (d)
        do not violate any law or regulation, or any order or decree of any Governmental
        Body; (e) do not conflict with or result in the breach or termination of,
        constitute a default under or accelerate any performance required by, any
        indenture, mortgage, deed of trust, lease, agreement or other instrument
        to
        which such Person is a party or by which such Person or any of such Person’s
        property is bound; (f) do not result in the creation or imposition of any
        Lien
        upon any of its property (other than Liens in favor of Administrative Agent)
        and
        (g) do not require the consent or approval of any Governmental Body or any
        other
        person.

       

      B.  This
        Amendment has been duly executed and delivered by each signatory hereto (other
        than the Administrative Agent and the Lenders) and constitutes the legal,
        valid
        and binding obligation of such Person, enforceable against such Person in
        accordance with its respective terms except as the enforceability hereof
        may be
        limited 

       

       

      
        
           

        

        
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      by
        bankruptcy, insolvency, reorganization, moratorium and other laws affecting
        creditors’ rights and remedies in general.

       

      C.  Each
        representation and warranty of each Borrower, COI and ComCorp contained in
        the
        Credit Agreement and the Other Documents is true and correct on the date
        hereof
        in all material respects and will be true and correct in all material respects
        as if made immediately after giving effect to this Amendment (except to the
        extent such representation or warranty relates to an earlier date, in which
        case
        such representation and warranty is true and correct in all material respects
        on
        and as of such earlier date).

       

      D.  Immediately
        prior to and after giving effect to the transactions contemplated by this
        Amendment, no Default or Event of Default has occurred and is continuing
        under
        the Credit Agreement or any of the Other Documents.

       

      VII. MISCELLANEOUS

       

      A.  Each
        Borrower, COI and ComCorp acknowledges and confirms to Administrative Agent
        and
        the Lenders that the Credit Agreement and each Other Document to which it
        is a
        party shall remain in full force and effect and shall continue to evidence,
        secure or otherwise guarantee and support the obligations owing by the
        Borrowers, COI and ComCorp to the Administrative Agent and Lenders pursuant
        thereto, and, after giving effect to this Amendment, each Borrower, COI and
        ComCorp hereby ratifies and affirms each of the foregoing documents to which
        it
        is a party.

       

      B.  Each
        Borrower, COI and ComCorp acknowledges and reaffirms to the Administrative
        Agent
        and the Lenders that (i) the Liens granted to the Administrative Agent for
        the
        benefit of the Lenders under the Credit Agreement and the Other Documents
        remain
        in full force and effect and shall continue to secure the obligations of
        the
        Borrowers, COI and ComCorp arising under the Credit Agreement and the Other
        Documents, and (ii) the validity, perfection or priority of the Liens will
        not
        be impaired by the execution and delivery of this Amendment.

       

      C.  Each
        Borrower acknowledges and agrees that no Lender shall waive or shall be deemed
        to have waived any of its rights or remedies under the Credit Agreement or
        any
        of the Other Documents which documents shall remain in full force and effect
        in
        accordance with their terms.

       

      D.  Borrowers
        shall be responsible for the prompt payment of and, upon demand, shall promptly
        reimburse Administrative Agent for, all of the Lenders’ and Administrative
        Agent’s out-of-pocket costs and expenses related to the preparation,
        negotiation, execution and enforcement of this Amendment (including, without
        limitation, the reasonable fees and disbursements of legal counsel to
        Administrative Agent).

       

      E.  This
        Amendment may be executed in any number of counterparts, including by telecopy,
        and by the various parties hereto on separate counterparts, each of which
        when
        so executed and delivered shall be an original, but all of which shall together
        constitute one and the same instrument.

       


      
        
           

        

        
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      F.  THIS
        AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
        CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE
        STATE
        OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SHALL
        BE
        BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE
        PARTIES HERETO.

       

      *        *        *

      


      


      



      
        
          
            


          

           

        

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

         

        
          	 	 	
                  COMFORCE
                    OPERATING, INC.,

                  as
                    Borrowing Agent, Pledgor and Guarantor

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  UNIFORCE
                    SERVICES, INC., 

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  BRENTWOOD
                    OF CANADA, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  BRENTWOOD
                    SERVICE GROUP, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  CIT
                    SOUTHEAST, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  COMFORCE
                    TECHNICAL, LLC

                  By:
                    COMFORCE Technical Services, Inc., Its Sole Member

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                


        

        


         


        
          
             

          

          
            10

            
              

            

          

          
             

          

        


        


         

        
          	 	 	
                   

                  COMFORCE
                    INFORMATION TECHNOLOGIES, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    UNLIMITED MPS, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  COMFORCE
                    TECHNICAL SERVICES, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  COMFORCE
                    TELECOM, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  GERRI
                    G., INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  CLINICAL
                    LABFORCE OF AMERICA, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                


        

        


        



        
          
             

          

          
            11

            
              

            

          

          
             

          

        


        


        
          	 	 	
                   

                  LABFORCE
                    SERVICES OF AMERICA, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    UNLIMITED, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  TEMPORARY
                    HELP INDUSTRY SERVICING COMPANY, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  UNIFORCE
                    STAFFING SERVICES, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  SUMTEC
                    CORPORATION

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                


        

        



        
          
             

          

          
            12

            
              

            

          

          
             

          

        


        


        
          	 	 	
                   

                  THISCO
                    OF CANADA, INC.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  CTS
                    OF WASHINGTON, LLC

                  By:
                    COMFORCE Technical Services, Inc., Its Sole Member

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    CLINICAL SUPPORT SERVICES, LLC

                  By:
                    PrO Unlimited, Inc., Its Sole Member

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    UNLIMITED GLOBAL LTD. a/k/a
                    PRO
                    UNLIMITED GLOBAL JAPAN, YK

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    UNLIMITED GLOBAL JAPAN, LTD.

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                
	 	 	
                   

                  PRO
                    UNLIMITED GLOBAL (HK) LIMITED

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                


        

        



        
          
             

          

          
            13

            
              

            

          

          
             

          

        


        


        


        
          	 	 	
                  CTS
                    GLOBAL, INC.

                   

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                   

                
	
                  Consented
                    and Agreed to:

                   

                  COMFORCE
                    CORPORATION, as Guarantor

                   

                	 	 	 
	
                  By:

                   

                	 	 	 	 
	 	
                  Name:

                	 	 	 
	 	
                  Title:

                   

                	 	 	 


        


        
          
             

          

          
            14

            
              

            

          

          
             

          

        


        


        
          	 	 	
                  PNC
                    BANK, NATIONAL ASSOCIATION, as Administrative Agent and as
                    Lender

                   

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	
                   

                   

                  MERRILL
                    LYNCH CAPITAL, A DIVISION OF MERRILL
                    LYNCH BUSINESS FINANCIAL SERVICES INC., as Co-Syndication Agent
                    and
                    Lender

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	
                   

                   

                  JPMORGAN
                    CHASE BANK, N.A., as Co-Syndication Agent and Lender

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                
	 	 	
                   

                   

                  WEBSTER
                    BUSINESS CREDIT CORPORATION, as Documentation Agent and
                    Lender

                
	 	 	
                   

                  By:

                	 
	 	 	 	
                  Name:

                


        

        
 

         

         

         

        15