<PAGE>

                                  EXHIBIT 10.19

 Amendment No. 5 to Amended and Restated Credit Agreement among the Company and
   its subsidiaries, the lenders party thereto and Bank of America, as Agent
<PAGE>
                     AMENDMENT NO. 5 TO AMENDED AND RESTATED
                           CREDIT AGREEMENT AND WAIVER

            THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT AND
WAIVER (this "Amendment"), dated as of December 31, 2002, is entered into by and
among PERSONNEL GROUP OF AMERICA, INC. (the "Borrower"), certain subsidiaries of
the Borrower identified on the signatures pages hereto, the financial
institutions identified on the signature pages hereto and BANK OF AMERICA, N.A.,
formerly known as NationsBank, N.A., as agent for the Lenders (in such capacity,
the "Agent"). Except as otherwise defined in this Amendment, terms defined in
the Credit Agreement referred to below (as amended by this Amendment) are used
herein as defined therein.

                                    RECITALS

            A. The Borrower, the Guarantors party thereto, the Lenders party
thereto and the Agent entered into that certain Amended and Restated Credit
Agreement dated as of June 23, 1997 (as amended by Amendment No. 1 to Amended
and Restated Credit Agreement dated as of March 17, 1998, Amendment No. 2 to
Amended and Restated Credit Agreement dated as of September 29, 1999, Amendment
No. 3 to Amended and Restated Credit Agreement dated as of March 21, 2001, a
Waiver Agreement dated as of December 14, 2001 and Amendment No. 4 to Amended
and Restated Credit Agreement dated as of February 8, 2002 and as otherwise
modified prior to the date hereof, the "Credit Agreement").

            B. The Borrower and the Lenders have agreed to certain modifications
to the Credit Agreement.

            C. Such modifications require the consent of the Required Lenders.

            D. The Required Lenders have consented to the requested
modifications on the terms and conditions set forth herein.

                                    AGREEMENT

            NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

A. AMENDMENTS TO CREDIT AGREEMENT

            1. Amendment of Section 1.1. The definition of "Consolidated EBITDA"
set forth in Section 1.1 is hereby amended and restated in its entirety to read
as follows:

            "Consolidated EBITDA" means, for any period, the sum of (i)
Consolidated Net Income for such period plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(A) interest expense, (B) total Federal, state, local and foreign income, value
added and similar taxes, (C) depreciation and amortization expense, (D) for the
Borrower's fourth quarter of its 2001 fiscal year, Restructuring Charges taken
by the Borrower and its Subsidiaries in such period (but in no event shall all
of the add-backs pursuant to this clause (D) exceed $5,750,000 in the aggregate
for the Borrower's fourth quarter of its 2001 fiscal year), (E) for any period
during the Borrower's fiscal year 2002 and beyond, Restructuring Charges taken
by the Borrower and its Subsidiaries (but in no event shall
<PAGE>
all of the add-backs pursuant to this clause (E) exceed $6,000,000 (plus the
amount of any Restructuring Charges consisting of (x) expenses that may be
incurred in connection with the hiring of investment advisers to address the
Borrower's capital structure and (y) other fees and expenses not to exceed
$5,500,000 in the aggregate incurred by the Borrower after September 30, 2002 in
connection with any financial restructuring transaction)), (F) for the
Borrower's fourth quarter of its 2001 fiscal year, non-cash charges taken by the
Borrower in connection with the sale of Paladin Consulting, Inc. (but in no
event shall all of the add-backs pursuant to this clause (F) exceed $7,750,000
in the aggregate), (G) non-cash intangible asset impairment charges taken by the
Borrower and its Subsidiaries in any such period (but in no event shall all of
the add-backs pursuant to this clause (G) exceed $400,000,000 in the aggregate)
and (H) non-cash charges taken by the Borrower and its Subsidiaries in
connection with the Equity Appreciation Rights Agreement.

            2. Further Amendment of Section 1.1. Section 1.1 is further amended
by adding the following new definition:

            "Purchase Option Agreement" means that certain Purchase Option
Agreement, dated as of November 11, 2002, by and among the Borrower, the Lenders
party thereto, the Subordinated Noteholders party thereto and the Agent.

            3. Further Amendment of Section 1.1. Section 1.1 is further amended
by adding the following new definition:

            "Repurchase Event" shall have the meaning assigned to such term in
the Subordinated Note Indenture.

            4. Amendment of Section 2.1(a). Section 2.1(a) is hereby amended by
deleting the reference therein to "ONE HUNDRED THIRTY SIX MILLION DOLLARS
($136,000,000)" and replacing it with "ONE HUNDRED FOURTEEN MILLION DOLLARS
($114,000,000)".

            5. Amendment of Section 6.2. Section 6.2 is hereby amended by
deleting the parenthetical clause in subsection (a) thereof and replacing it
with the following: (except as has been publicly disclosed prior to the Fifth
Amendment Effective Date)".

            6. Amendment of Section 6.3. Section 6.3 is hereby amended by adding
"or limited partnership" after "limited liability company" in clause (a)
thereof.

            7. Amendment of Section 7.1(k). Section 7.1(k) is hereby amended by
replacing the last sentence thereof with the following:

                  Additionally, on a monthly basis concurrently with the
            delivery of the other items set forth in this Section 7.1(k), (i) a
            written report shall be provided to the Lenders, in reasonable
            detail and in a form reasonably acceptable to the Agent, updating
            the Lenders as of the end of such calendar month on the status of
            (A) the Proposed Restructuring (as defined in Exhibit B to the
            Purchase Option Agreement) and (B) the de-listing of the Borrower's
            common stock from the New York Stock Exchange and (ii) a certificate
            of the chief financial officer of the Borrower demonstrating
            compliance with the financial covenants set forth in Section 7.11 as
            of the end of such fiscal month or quarter (as applicable) and
            stating that no Default or Event of Default exists, or if any
            Default or Event of Default does exist, specifying the nature and
            extent thereof and what action the Borrower proposes to take with
            respect thereto.

                                       2
<PAGE>
            8. Amendment of Section 7.8. Section 7.8 is hereby amended and
restated in its entirety to read as follows:

            7.8 PERFORMANCE OF OBLIGATIONS.

            The Borrower will, and will cause each of its Subsidiaries to,
perform in all material respects all of its obligations under the terms of all
material agreements, indentures, mortgages, security agreements or other debt
instruments to which it is a party or by which it is bound; provided, however,
that to the extent the Borrower is not in compliance with the Subordinated Note
Documents due to the de-listing of the Borrower's stock or any related
Repurchase Event, such non-compliance shall be deemed not to constitute a
violation of this Section 7.8

            9. Amendment of Section 7.11(e). Section 7.11(e) is hereby amended
and restated in its entirety to read as follows:

            (e) Minimum Rolling Consolidated EBITDA. Consolidated EBITDA,
calculated monthly on a three-month rolling basis, shall not be less the amount
shown below:

<TABLE>
<CAPTION>
                FISCAL MONTH ENDING NEAREST      MINIMUM 3-MONTH ROLLING CONSOLIDATED EBITDA
                ---------------------------      -------------------------------------------
<S>                                              <C>
              November 30, 2002                                  $3,449,000
              December 31, 2002                                  $2,851,000
              January 31, 2003                                   $2,029,000
              February 28, 2003                                  $1,771,000
              March 31, 2003                                     $2,737,000
              April 30, 2003                                     $2,997,000
              May 31, 2003                                       $3,713,000
              June 30, 2003                                      $3,679,000
</TABLE>

            10. Amendment of Section 7. Section 7 is hereby amended to add the
following subsection after Section 7.18:

            7.19 PERIODIC MEETINGS.

            (a) On a quarterly basis, and in conjunction with the filing of the
Borrower's Form 10-Q with the Securities and Exchange Commission, the Borrower
shall hold a telephonic meeting, at an agreed upon time, at which (i) the
Lenders' Financial Advisor will present to the Lenders (subject to existing
confidentiality and other applicable restrictions among the Agent and any of the
Lenders) a written report prepared by the Lenders' Financial Advisor analyzing
the Borrower's financial results as of the end of such fiscal quarter, and (ii)
the Borrower will review such financial results and discuss the market outlook.

            (b) Upon the request of the Agent, the Borrower shall hold a meeting
on an agreed upon date and at an agreed upon location to discuss the reports
delivered pursuant to Section 7.1(k) or Section 7.19(a).

            11. Amendment of Section 9.1(g)(i). Section 9.1(g)(i) is hereby
amended and restated in its entirety to read as follows:

            (i) The Borrower or any of its Subsidiaries shall default in the
performance or observance (beyond the applicable grace period with respect
thereto, if any) or any material obligation or condition of any contract or
lease material to the Borrower and its Subsidiaries taken as a whole; provided,
however, that

                                       3
<PAGE>
to the extent the Borrower is not in compliance with the Subordinated Note
Documents due to the de- listing of the Borrower's stock or any related
Repurchase Event, such non-compliance, default or non-performance shall be
deemed not to constitute a Default or Event of Default hereunder; or

            12. Amendment of Section 9.1(k). Section 9.1(k) is hereby amended
and restated in its entirety to read as follows:

            (k) Subordinated Note Indentures. (i) There shall occur and be
continuing any Event of Default or Repurchase Event under, and in each case, as
defined in the Subordinated Note Indenture, and the Subordinated Noteholders
have caused the Subordinated Indebtedness to be accelerated and such
acceleration is not rescinded within 30 days, or (ii) any of the Borrower's
Obligations for any reason shall cease to be "Senior Indebtedness" under and as
defined in the Subordinated Note Indenture; or

            13. Amendment of Schedules. The following schedules are amended and
restated in their entirety and attached hereto: Schedule 1.1B - Liens; Schedule
6.9 - Intellectual Property Schedule 6.11 - Taxes; Schedule 6.14 - Subsidiaries;
and Schedule 8.1 Indebtedness.

B. WAIVER

            The Required Lenders hereby waive any failure of the Borrower to
comply with the financial covenants measured by Section 7.11(a), (b), (c) and
(d) of the Credit Agreement during the period from the Payment Date (as defined
in the Purchase Option Agreement) through the Expiration Date (as defined in the
Purchase Option Agreement). This is a one time waiver and shall not be construed
to be (i) an amendment or modification to the Credit Agreement, (ii) an
agreement to waive any other future Defaults or Events of Default or (iii) a
waiver of any other Default or Event of Default except as expressly set forth
herein.

C. CONSENT TO INTERNAL REORGANIZATION

            1. Reorganization. The Credit Parties are undertaking certain
internal reorganization steps as follows (collectively, the "Reorganization"):

            (a) Convert InfoTech Services, Inc. in to a North Carolina LLC. The
Borrower is making a capital contribution of the intercompany debt due from
InfoTech Services, Inc. to PFI Corp., which will then contribute this
intercompany debt to the capital of InfoTech Services, Inc. InfoTech Services,
Inc. will convert to a North Carolina limited liability company on or prior to
December 29, 2002.

            (b) California Restructuring. The Borrower will transfer all of its
Los Angeles-area commercial staffing branches (except for its Ontario branch) to
Venturi Staffing Partners LLC, effective January 1, 2003. The transfer of
assets, liabilities and employees, as described above, will be accomplished by
contributing the property first from the Borrower to PFI Corp., a wholly owned
subsidiary of the Borrower, then PFI Corp. contributes the property to
Staffplus, Inc., a wholly owned subsidiary of PFI Corp. and, finally, Staffplus,
Inc. contributes the property to Venturi Staffing Partners, LLC, a wholly owned,
Subsidiary of Staffplus, Inc.

            (c) Texas Restructuring. Staffplus, Inc. will transfer the assets
and employees of its Houston-area commercial staffing branch to a new Texas
limited partnership to be named, Venturi Texas Staffing Partners, LP, effective
January 1, 2003. The assets, liabilities and employees (collectively, "the
property") as described above will be transferred to the Texas LP as follows:

                                       4
<PAGE>
                  -     a 1% interest in the property is transferred directly to
                        the Texas LP from Staffplus in exchange for a 1% general
                        partnership interest in the Texas LP,

                  -     a 99% interest in the property will be transferred to
                        Venturi Staffing Partners, LLC from Staffplus Inc., and

                  -     the 99% interest in the property will then be
                        transferred, in its entirety, to the Texas LP in
                        exchange for a 99% limited partnership interest in the
                        Texas LP.

            (d) Illinois. Staffplus, Inc. will transfer the assets and employees
of all of its Chicago-area commercial staffing branches (except for its downtown
Chicago office) to Venturi Staffing Partners, LLC effective January 1, 2003.

            2. Notwithstanding anything in Section 8.4 of the Credit Agreement
to the contrary, the Required Lenders hereby consent to the Reorganization and,
in furtherance of the foregoing, the Credit Parties hereby agree,
contemporaneously herewith, to, in accordance with the terms of the Credit
Agreement, cooperate with the Agent to (i) cause InfoTech Services, LLC and
Venturi Staffing Partners Texas Limited Partnership to execute a Joinder Agent
in the form of Schedule 7.12 to the Credit Agreement, (ii) cause the partnership
or membership interests of InfoTech Services, LLC and Venturi Texas Staffing
Partners, LP to be pledged to the Agent, for the benefit of the Lenders, and
(iii) deliver such documentation as the Agent may reasonably request in
connection with the foregoing, including without limitation, certified
resolutions and organizational and authorizing documents of each such entity,
and appropriate UCC-1 financing statements, all in form, content and scope
reasonably satisfactory to the Agent.

D. MISCELLANEOUS

            1. Representations and Warranties. Each of the Credit Parties
represents and warrants to the Lenders and the Agent as follows:

                  (a) It has taken all necessary action to authorize the
            execution, delivery and performance of this Amendment.

                  (b) This Amendment has been duly executed and delivered by
            such Credit Party and constitutes such Credit Party's legal, valid
            and binding obligation, enforceable in accordance with its terms,
            except as such enforceability may be limited (x) by general
            principles of equity and conflicts of laws or (y) by bankruptcy,
            reorganization, insolvency, moratorium or other laws of general
            application relating to or affecting the enforcement, of creditors'
            rights.

                  (c) No consent, approval, authorization or order of, or
            filing, registration or qualification with, any court or
            governmental authority or third party is required in connection with
            the execution, delivery or performance by such Credit Party of this
            Amendment.

                  (d) The execution and delivery of this Amendment does not
            diminish or reduce its obligations under the Credit Documents
            (including, without limitation, in the case of each Guarantor, such
            Guarantor's guaranty pursuant to Section 4 of the Credit Agreement)
            in any manner, except as specifically set forth herein.

                  (e) Such Credit Party has no claims, counterclaims, offsets,
            or defenses to the Credit Documents and the performance of its
            obligations thereunder, or if such Credit Party has any such

                                       5
<PAGE>
            claims, counterclaims, offsets, or defenses to the Credit Documents
            or any transaction related to the Credit Documents, the same are
            hereby waived, relinquished and released in consideration of the
            Required Lenders' execution and delivery of this Amendment.

                  (f) The representations and warranties of the Credit Parties
            set forth in Section 6 of the Credit Agreement are true and correct
            as of the date hereof (except those that expressly relate to an
            earlier date) and all of the provisions of the Credit Documents,
            except as amended hereby, are in full force and effect.

                  (g) Subsequent to the execution and delivery of this Amendment
            and after giving effect hereto, no unwaived event has occurred and
            is continuing which constitutes a Default or an Event of Default.

            2. Liens. Each Credit Party affirms the liens and security interests
created and granted by it in the Credit Documents (including, but not limited
to, the Pledge Agreement and the Security Agreement) and agrees that this
Amendment shall in no manner adversely affect or impair such liens and security
interests.

            3. Effect of Amendment. Except as expressly modified and amended in
this Amendment, all of the terms, provisions and conditions of the Credit
Documents shall remain unchanged and in full force and effect. The Credit
Documents and any and all other documents heretofore, now or hereafter executed
and delivered pursuant to the terms of the Credit Agreement are hereby amended
so that any reference to the Credit Agreement shall mean a reference to the
Credit Agreement as amended hereby.

            4. Expenses. The Borrower agrees to pay on demand all reasonable
costs and expenses of the Agent incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment, including the reasonable
fees and expenses of the Agent's legal counsel (including without limitation
amounts incurred and invoiced on or prior to the Fifth Amendment Effective Date
and referenced in Part C, Section 5(d) below).

            5. Conditions Precedent. This Amendment shall become effective as of
the date hereof (the "Fifth Amendment Effective Date") once each of the
following conditions precedent has been satisfied:

                  (a) the Agent shall have received counterparts of (i) this
            Amendment, duly executed and delivered by each of the Credit
            Parties, the Required Lenders and the Agent; (ii) a Joinder
            Agreement dated as of the date hereof which shall have been executed
            by InfoTech Services, LLC and Venturi Texas Staffing Partners, LP
            along with all such organizational and authorizing documents as the
            Agent may reasonably request; and (iii) such UCC-1 Financing
            Statements as the Agent shall reasonably require.

                  (b) the Agent shall have received a certified copy of the
            resolutions of the Board of Directors of the Borrower and each other
            Credit Party evidencing its approval of this Amendment and the other
            Credit Documents and matters contemplated hereby, and a certified
            copy of all documents evidencing other necessary corporate action
            and governmental approvals, if any, with respect to this Amendment
            and the other Credit Documents;

                  (c) no Default or Event of Default shall have occurred and be
            continuing; and

                  (d) the Borrower shall have paid any and all out-of-pocket
            costs (to the extent invoiced) incurred by the Agent (including the
            reasonable fees and expenses of the Agent's legal

                                       6
<PAGE>
            counsel), and fees and other amounts payable to the Agent, in each
            case in connection with the negotiation, preparation, execution and
            delivery of this Amendment.

            6. Counterparts/Telecopy. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.

            7. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of North Carolina.

            8. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF. THESE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.

            9. Severability. If any provision of this Amendment is determined to
be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

            10. Release. In consideration of the Required Lenders execution of
this Amendment, the Credit Parties hereby release the Agent, the Lenders and
each of their respective Affiliates, officers, employees, representatives,
agents, trustees, counsel and directors (collectively, the "Released Persons")
from any and all actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, now known or
unknown, suspected or unsuspected to the extent that any of the foregoing arises
from any action or failure to act by any of the Released Persons on or prior to
the date hereof in connection with the Credit Documents and transactions related
thereto.

              [the remainder of this page intentionally left blank]

                                       7
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Amendment,
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


BORROWER:                  PERSONNEL GROUP OF AMERICA, INC.,
                           a Delaware corporation

                           By:      /s/ James C. Hunt
                                    -------------------------
                           Name:    James C. Hunt
                           Title:   President and
                                    Chief Financial Officer

GUARANTORS:                STAFFPLUS, INC.,
                           a Delaware corporation
                           INFOTECH SERVICES LLC,
                           a North Carolina limited liability company
                           BAL ASSOCIATES INCORPORATED,
                           a California corporation
                           ADVANCED BUSINESS CONSULTANTS, INC.,
                           a Kansas corporation
                           PERSONNEL GROUP HOLDINGS, INC.,
                           a Florida corporation
                           VENTURI STAFFING PARTNERS, LLC,
                           a California limited liability company


                           By:      /s/ James C. Hunt
                                    -------------------------
                           Name:    James C. Hunt
                           Title:   Senior Vice President of each of the
                                    above-named Guarantors


                           PFI CORP.,
                           a Delaware corporation

                           By:      /s/ James C. Hunt
                                    -------------------------
                           Name:    James C. Hunt
                           Title:   President
<PAGE>
AGENT:                     BANK OF AMERICA, N.A.,
                           formerly known as NATIONSBANK, N.A.
                           and BANK OF AMERICA ILLINOIS,
                           as AGENT


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


LENDERS:                   BANC OF AMERICA
                           STRATEGIC SOLUTIONS, INC.

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

                           BNP PARIBAS

                           By:           /s/ Stephanie Rogers
                                         ----------------------------
                           Name:         Stephanie Rogers
                           Title:        Vice President

                           By:           /s/ Rick Pace
                                         ----------------------------
                           Name:         Rick Pace
                           Title:        Director

                           BANK ONE, NA

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

                           HBV CAPITAL MANAGEMENT LLC

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

                           INLAND PARTNERS L.P.

                           By:           /s/ Elias J. Sabo
                                         ----------------------------
                           Name:         Elias J. Sabo
                           Title:        Attorney-in-fact
<PAGE>
                           LINKS PARTNERS L.P.

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

                           MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS L.P.

                           By:  MatlinPatterson Global Advisors LLC

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