Exhibit 10.1





                 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT


     AMENDMENT  NO. 6 dated as of May 10,  2002 to LOAN AND  SECURITY  AGREEMENT
dated as of December 14, 2000 among COMFORCE  CORPORATION,  COMFORCE  OPERATING,
INC. (the "Holding Companies"),  certain direct and indirect subsidiaries of the
Holding  Companies  and  UNIFORCE  SERVICES,  INC.  (the "Other Loan  Parties"),
LabForce  Services of America,  Inc., a New York  corporation,  COMFORCE  Coding
Services, Inc., a New York corporation,  BXI Net, Inc., a California corporation
and  COMFORCE  P-T-P  Services,  Inc.,  a New York  corporation  (the  "New Loan
Parties"),  the Lenders whose  signatures  appear below,  TRANSAMERICA  BUSINESS
CAPITAL CORPORATION (as successor to TRANSAMERICA  BUSINESS CREDIT CORPORATION),
as Co-Agent (the "Co-Agent"), THE CIT GROUP/BUSINESS CREDIT, INC., as Collateral
Agent (the "Collateral Agent") and IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as
Administrative   Agent  for  the  benefit  of  itself  and  the   Lenders   (the
"Administrative Agent").

                              Preliminary Statement


(1)  The Holding Companies, the Other Loan Parties, the Co-Agent, the Collateral
     Agent, the Administrative  Agent, and the Lenders (as defined therein) have
     entered into a Loan and Security  Agreement  dated as of December 14, 2000,
     as  amended  by  Amendment  No. 1  thereto  dated as of  January  5,  2001,
     Amendment No. 2 thereto dated as of March 5, 2001,  Amendment No. 3 thereto
     dated as of September 21, 2001 and  Amendments No. 4 and No. 5 thereto each
     dated as of December 7, 2001 (the "Original  Loan and Security  Agreement";
     terms defined in the Original Loan and Security Agreement and not otherwise
     defined  herein  shall have the meanings  assigned  thereto in the Original
     Loan and Security Agreement).

(2)  The Loan  Parties,  and  Lenders  desire  to amend  the  Original  Loan and
     Security Agreement as provided herein.

     NOW, THEREFORE, in consideration of the premises set forth herein, the Loan
Parties and the Lenders hereby agree as follows:

1.   Amendments.  The Original Loan and Security  Agreement  is,  subject to the
     satisfaction of the conditions referred to below, amended as follows:

     (a)  paragraph  (3) of the  preamble  to the  Original  Loan  and  Security
          Agreement  is  amended  by  replacing  "LABFORCE  OF  AMERICA,   INC."
          appearing  therein with "COMFORCE  TECHNICAL NW, INC. (as successor to
          LABFORCE OF AMERICA, INC.)."

     (b)  the following parties are added as "Borrowers" to paragraph (3) of the
          preamble to the Original Loan and Security Agreement: BXI Net, Inc., a
          California  corporation,  COMFORCE Coding  Services,  Inc., a New York
          corporation  and  LabForce  Services  of  America,  Inc.,  a New  York
          corporation.

     (c)  the following party is added as an "Inactive  Subsidiary" to paragraph
          (4) of the  preamble  to the  Original  Loan and  Security  Agreement:
          COMFORCE P-T-P Services, Inc., a New York corporation.

     (d)  a new Schedule 2.8 is added  immediately  after Schedule 2.1(B) in the
          list of Schedules to the Original  Loan and Security  Agreement and to
          the Schedules  attached to the Original  Loan and Security  Agreement,
          such new schedule to be titled "Commercial Tort Claims".

     (e)  the following  definitions are added to subsection 1.1 of the Original
          Loan and Security  Agreement in their respective  proper  alphabetical
          places:

          "'Amendment  No. 6' shall  mean  Amendment  No. 6, dated as of May 10,
          2002, of this Agreement."

          "'Amendment  No. 6  Effective  Date'  shall mean the date on which the
          amendments contemplated by Amendment No. 6 become effective."

          "'Deposit Accounts' shall mean all 'deposit accounts,' as such term is
          defined  in the  UCC,  now or  hereafter  held in the name of any Loan
          Party, wherever located."

          "'Documents'  shall mean all  'documents,'  as such term is defined in
          the UCC, now owned or hereafter  acquired by any Loan Party,  wherever
          located."

          "'General  Intangibles' shall mean all 'general  intangibles,' as such
          term is defined in the UCC,  now owned or  hereafter  acquired  by any
          Loan Party, wherever located."

          "'Letter-of-Credit  Rights' shall mean  'letter-of-credit  rights,' as
          such term is defined in the UCC,  now owned or  hereafter  acquired by
          any Loan Party,  including  rights to payment or  performance  under a
          letter of credit, whether or not such Loan Party, as beneficiary,  has
          demanded or is entitled to demand payment or performance."

          "'Software'  shall mean all 'software,' as such term is defined in the
          UCC,  now owned or  hereafter  acquired by any Loan Party,  other than
          software  embedded in any  category of goods,  including  all computer
          programs and all supporting  information provided in connection with a
          transaction related to any program."

          "'Special Condition I Satisfaction Date' shall mean, the date, if any,
          on  which   Administrative  Agent  is  satisfied  that  the  following
          conditions have been satisfied in full on or prior to the date 90 days
          after May 2, 2002:

          (i)  the Borrowers shall have delivered to the Lenders, Administrative
               Agent   and   Collateral   Agent  a  risk   acceptance   criteria
               presentation,  in form and substance  reasonably  satisfactory to
               the Requisite  Lenders and, in any event,  noting specific credit
               procedures  that  COI's  credit  committee  will  follow  in  the
               analysis of prospective and/or existing Account Sellers to ensure
               the  preservation  of the  Borrowers'  overall  credit quality in
               relation to  Purchased  Accounts  and such  presentation,  credit
               policy and  procedures  shall have been reviewed by a third party
               consultant satisfactory to Administrative Agent, Collateral Agent
               and  COI  shall  have  implemented  any  recommendations  of such
               consultant;

          (ii) Administrative Agent, Collateral Agent and the Lenders shall have
               received from the  Borrowers a detailed  report noting the amount
               of  chargebacks  outstanding  for each Account Debtor and Account
               Seller  and the  amount  of cash  that has been  applied  to such
               chargebacks, and such report shall be acceptable to the Requisite
               Lenders  as  reviewed  by  the  Lenders  as  part  of  the  field
               examination  next  occurring  after the Amendment No. 6 Effective
               Date and within 90 days following May 2, 2002; and

          (iii)Administrative  Agent and  Collateral  Agent  shall be  satisfied
               that the Borrowers have  installed a separate  telephone line for
               verification  of amounts owing by the account  debtors in respect
               of Purchased Accounts."

          "'Special Condition II Satisfaction Date' shall mean the date, if any,
          on  which   Administrative  Agent  is  satisfied  that  the  following
          conditions have been satisfied in full:

          (i)  the Special  Condition I  Satisfaction  Date shall have occurred;
               and

          (ii) in connection  with the two field  examinations  of the Borrowers
               conducted  by the Lenders  next  following  the  Amendment  No. 6
               Effective  Date,  the Requisite  Lenders shall have confirmed the
               continued adherence by the Borrowers to the implementation of the
               credit  policies and procedures  referred to in the definition of
               Special Condition I Satisfaction Date and the continued existence
               and use of the telephone  line  referred to in the  definition of
               Special Condition I Satisfaction Date."

          "'Supporting  Obligations' shall mean all 'supporting obligations,' as
          such term is defined in the UCC,  now owned or  hereafter  acquired by
          any Loan Party, wherever located."

          "'Uniform  Commercial Code  Jurisdiction'  shall mean any jurisdiction
          that has adopted all or substantially all of Article 9 as contained in
          the 2000 Official Text of the Uniform  Commercial Code, as recommended
          by the National  Conference of Commissioners on Uniform State Laws and
          the American Law Institute, together with any subsequent amendments or
          modifications to the Official Text."

     (f)  the  definition  of  "Applicable   Base  Rate  Margin"   appearing  in
          subsection 1.1 of the Original Loan and Security  Agreement is amended
          by changing the percentages  appearing therein as follows:  (i) .0% is
          increased  to .25%,  (ii) .25% is  increased  to .50%,  (iii)  .50% is
          increased  to .75%,  (iv) .75% is  increased to 1.00% and (v) 1.00% is
          increased to 1.25%.

     (g)  the  definition of "Applicable  LIBOR Margin"  appearing in subsection
          1.1 of the Original Loan and Security Agreement is amended by changing
          the percentages  appearing therein as follows:  (i) 1.75% is increased
          to 2.00%,  (ii) 2.00% is increased to 2.25%,  (iii) 2.25% is increased
          to 2.50%,  (iv) 2.50% is increased to 2.75% and (v) 2.75% is increased
          to 3.00%.

     (h)  the following  definitions appearing in subsection 1.1 of the Original
          Loan and Security Agreement are amended and restated as follows:

          "'Accounts'  shall  mean  all  'accounts'  (as  defined  in the  UCC),
          accounts receivable,  contract rights and general intangibles relating
          thereto,  notes, drafts,  health-care-insurance  receivables and other
          forms  of  obligations  owed to or owned by any  Borrower  arising  or
          resulting  from the sale of goods or the  rendering  of  services  and
          including,  in any event,  all  Purchased  Accounts  and  Service  Fee
          Accounts."

          "'Account  Debtor'  shall mean any Person who may become  obligated to
          any Loan Party  under,  with respect to, or on account of, an Account,
          Chattel   Paper  or   General   Intangibles   (including   a   payment
          intangible)."

          "'Asset  Disposition'  shall  mean the  disposition,  whether by sale,
          lease, license, transfer, loss, damage,  destruction,  condemnation or
          otherwise, of any or all of the assets of any Loan Party."

          "'Chattel  Paper'  shall  mean any  'chattel  paper,'  as such term is
          defined in the UCC,  including  electronic chattel paper, now owned or
          hereafter acquired by any Loan Party, wherever located."

          "'Contract'   shall   mean  all   contracts,   undertakings,   general
          intangibles  or  agreements  (other than rights  evidenced  by Chattel
          Paper, Documents,  Instruments or Accounts) in or under which any Loan
          Party may now or hereafter have any right, title or interest."


     (i)  Clause (2) of  subsection  2.1(A) of the  Original  Loan and  Security
          Agreement is amended and restated as follows:

          "'Borrowing  Base' means, as of any date of  determination,  an amount
          equal to  eighty-five  per cent (85%) of Eligible  Accounts other than
          Eligible  Accounts  that are  Purchased  Accounts plus 80% of Eligible
          Accounts that are Purchased Accounts less, until the Special Condition
          I Satisfaction Date, a reserve equal to 2.5% of Eligible Accounts that
          are Purchased Accounts,  plus the lesser of eighty-five per cent (85%)
          of (x) Unbilled Eligible Accounts and (y) an amount equal to 8% of the
          sum  of  Unbilled  Eligible  Accounts  plus  Eligible  Accounts;  less
          Landlord  Waiver  Reserves and less such other  reserves as Collateral
          Agent in its reasonable discretion may elect to establish from time to
          time;  provided,  however,  that so long as any Senior Notes or Senior
          PIK Notes are  outstanding,  the  Borrowing  Base shall not exceed the
          maximum  principal  amount of  Indebtedness  permitted  to be incurred
          under  section  4.3(b)(i)  of the Senior  Notes  Indenture  or section
          4.3(b)(i)  of  the  Senior  Debentures   Indenture.   With  reasonable
          promptness  following  delivery  by  the  Borrower  Representative  of
          financial  statements in accordance with subsection  5.1(A) in respect
          of the month  ending May 31,  2002,  assuming  that at such time there
          shall be  continuing  no Default or Event of  Default,  the Lenders in
          good faith shall  consider  whether the advance rate against  Eligible
          Accounts  that are Purchased  Accounts be increased to 85%;  provided,
          however,  that no such  increase  shall become  effective  without the
          consent of all  Lenders  and no Lender  shall have any  obligation  to
          consent to such increase."

     (j)  clause (21) of  subsection  2.1(B) of the  Original  Loan and Security
          Agreement is amended and restated as follows:

          "Purchased  Accounts and Service Fee Accounts (other than arising from
          Licensing Agreements) which exceed, in the aggregate, 50%, or from and
          after the Special  Condition II  Satisfaction  Date, 55%, of otherwise
          Eligible Accounts;";

     (k)  subsection 2.8 of the Original Loan and Security  Agreement is amended
          and restated in its entirety as follows (it being  understood that all
          security  interests  granted  under  the  Original  Loan and  Security
          Agreement shall continue uninterrupted):

          "2.8 Grant of Security Interest

          To secure the payment and  performance of the  Obligations,  including
          all renewals,  extensions,  restructurings  and refinancings of any or
          all  of  the   Obligations,   each  Loan   Party   hereby   grants  to
          Administrative  Agent,  on  behalf  of  Lenders  and on  behalf of the
          Issuing Banks a continuing security interest, lien and mortgage in and
          to all right,  title and interest of such Loan Party in the  following
          property of such Loan Party  (whether  owned or consigned by or to, or
          leased from or to such Loan  Party),  whether now owned or existing or
          hereafter  acquired or arising and  regardless  of where  located (all
          being collectively referred to as the 'Collateral'): (A) Accounts, and
          all  guaranties  and  security  therefor,  and all  goods  and  rights
          represented  thereby  or  arising  therefrom  including  the rights of
          stoppage in transit,  replevin and  reclamation;  (B)  Inventory;  (C)
          General  Intangibles  (as  defined  in  the  UCC),  including  payment
          intangibles,  Software and the Account  Agreements;  (D) Documents (as
          defined  in  the  UCC)  or  other  receipts  covering,  evidencing  or
          representing  goods;  (E)  Instruments  (as  defined in the UCC);  (F)
          Chattel  Paper  (as  defined  in the  UCC);  (G)  Equipment;  (H)  all
          Letter-of-Credit  Rights;  (I) all Deposit Accounts of each Loan Party
          maintained with any bank or financial institution; (J) all money, cash
          or cash  equivalents  and  property of such  Borrower and such Holding
          Party, any Lender or any participant;  (K) all books, records,  ledger
          cards,  files,  correspondence,  computer  programs,  tapes, disks and
          related data processing  software that at any time evidence or contain
          information  relating to any of the  property  described  above or are
          otherwise   necessary  or  helpful  in  the   collection   thereof  or
          realization  thereon;  (L) all goods;  (M) all Fixtures (as defined in
          the UCC); (N) all  Investment  Property (as defined in the UCC) (other
          than  any  covered  by  the  Pledge  Agreement);  (O)  all  Supporting
          Obligations;  (P) any  commercial  tort claim listed and  described in
          Schedule 2.8; and (Q) proceeds of all or any of the property described
          above, including,  without limitation, the proceeds of any tort claims
          or any insurance policies covering any of the above described property
          and all accessions to,  substitutions  and  replacements for and rents
          and profits of, each of the foregoing."

     (l)  subsection  3.1(B) of the  Original  Loan and  Security  Agreement  is
          amended and restated in its entirety as follows:

          "3.1(B) Security Interests

          Administrative  Agent and  Lenders  shall have  received  satisfactory
          evidence   that  all   security   interests   and  liens   granted  to
          Administrative  Agent for the  benefit  of  Lenders  pursuant  to this
          Agreement or the other Loan Documents (including,  without limitation,
          a pledge of all present and future  capital stock of all  Subsidiaries
          of CC) have been duly perfected and constitute first priority liens on
          the  Collateral,  subject only to Permitted  Encumbrances.  Such first
          priority liens shall be  enforceable  against any and all creditors of
          and purchasers  from any Loan Party (other than purchasers and lessees
          of  Inventory in the  ordinary  course of business  and  non-exclusive
          licensees of General  Intangibles in the ordinary course of business).
          All  filings,  recordations  and  searches  necessary  or desirable in
          connection with such liens and security interests shall have been duly
          made and all filing and recording  fees and taxes shall have been duly
          paid."

     (m)  subsection 4.8 of the Original Loan and Security  Agreement is amended
          and restated in its entirety as follows:

          "4.8 Locations; Organizational Identification Number; FEIN

          Schedule  4.8 sets  forth  each Loan  Party's  name as it  appears  in
          official   filings  in  the  state  of  its   incorporation  or  other
          organization,   the  type  of   entity  of  each   Loan   Party,   the
          organizational identification number issued by each Loan Party's state
          of  incorporation  or  organization or a statement that no such number
          has been issued,  the location of each Loan Party's principal place of
          business,  chief executive  office,  the location of each Loan Party's
          books and  records,  the  location  of all other  offices of such Loan
          Party and all Collateral  locations,  and such locations are such Loan
          Party's sole locations for its business and the Collateral.  Each Loan
          Party's federal  employer  identification  number is also set forth on
          Schedule  4.8.  No  Loan  Party  will  change  its   jurisdiction   of
          organization   except  in  connection  with  a  merger   permitted  by
          subsection 7.6."

     (n)  subsection 4.9 of the Original Loan and Security  Agreement is amended
          and restated in its entirety as follows:

          "4.9 Title to Properties; Liens

          Each Loan Party has the power to transfer and has good, sufficient and
          legal title to, subject to Permitted Encumbrances,  all its respective
          material properties and assets. Except for Permitted Encumbrances, all
          such  properties  and assets are free and clear of Liens.  To the best
          knowledge  of any Loan Party after due  inquiry,  there are no actual,
          threatened  or  alleged  defaults  with  respect to any leases of real
          property  under  which any Loan Party is lessee or lessor  which could
          reasonably be expected to have a Material Adverse Effect. Schedule 4.9
          sets forth a  description  of each lease of real  property  to which a
          Loan Party is a lessee and each parcel of real  property  owned in fee
          by any Loan Party."

     (o)  the first  sentence  of  subsection  5.6(a) of the  Original  Loan and
          Security Agreement is amended and restated in its entirety as follows:

          "As and  when  requested  by  Administrative  Agent,  Borrowers  shall
          establish  lockboxes  and  blocked  accounts  (collectively,  'Blocked
          Accounts')  in  Borrowers'  names  or,  by  separate   agreement  with
          Administrative Agent, in Administrative  Agent's name, with such banks
          ('Collecting   Banks')  as  are  acceptable  to  Administrative  Agent
          (subject to  irrevocable  instructions  acceptable  to  Administrative
          Agent as hereinafter set forth and contained in agreements in form and
          substance  acceptable  to  Administrative  Agent among the  applicable
          Borrowers and  Collecting  Banks and  Administrative  Agent  ('Blocked
          Account Agreement')) to which all Account Debtors shall directly remit
          all  payments  on Accounts  and in which  Borrowers  will  immediately
          deposit  all  payments  constituting  proceeds  of  Collateral  in the
          identical  form in which  such  payment  was made,  whether by cash or
          check."

     (p)  subsection  5.6(b) of the  Original  Loan and  Security  Agreement  is
          amended and restated in its entirety as follows:

          "Borrowers shall, in addition to the matters referred to in (a) above,
          as and  when  requested  by  Administrative  Agent,  establish  a cash
          management  arrangement pursuant to such instruments and documents and
          with such  bank or banks as shall be  satisfactory  to  Administrative
          Agent.  The  arrangements  referred  to in  (a)  above  and  the  cash
          management  arrangement  referred  to in this  clause  (b) are  herein
          referred to collectively as the 'Cash Dominion Arrangement.'"

     (q)  subsection 5.12 of the Original Loan and Security Agreement is amended
          and restated in its entirety as follows:

          "5.12 Further Assurances

          (a)  Each  Loan  Party  shall,   from  time  to  time,   execute  such
               guaranties,   financing  or  continuation  statements  (including
               financing or continuation  statements in those jurisdictions that
               are  not  Uniform  Commercial  Code  Jurisdictions),   documents,
               security  agreements,  reports and other  documents or deliver to
               Administrative  Agent such instruments,  certificates of title or
               other  documents  as   Administrative   Agent  at  any  time  may
               reasonably  request to evidence,  perfect or otherwise  implement
               the  guaranties  and  security for  repayment of the  Obligations
               provided for in the Loan Documents.  Each Loan Party shall obtain
               or use its best efforts to obtain  waivers or  subordinations  of
               Liens from landlords or mortgagees,  and each Loan Party shall in
               all instances obtain signed  acknowledgements  of  Administrative
               Agent's Liens from bailees having  possession of any Loan Party's
               goods that such  bailees  hold for the benefit of  Administrative
               Agent.  Unless waived by  Administrative  Agent in writing (which
               waiver may be revoked), each Borrower shall cause each Loan Party
               to  enter  into  control   agreements,   in  form  and  substance
               satisfactory to the Administrative  Agent, to perfect the Lien of
               Administrative Agent on Collateral consisting of Letter-of Credit
               Rights,  electronic  chattel  paper  (as  defined  in  the  UCC),
               uncertificated  securities,  securities  accounts  and  commodity
               accounts   issued  or  held  by  a  securities   intermediary  or
               commodities  intermediary,  and other  Collateral of a type as to
               which  perfection  by control is advisable or required  under the
               UCC.  With respect to  Letter-of-Credit  Rights,  each Loan Party
               that is or becomes the  beneficiary  of a letter of credit  shall
               promptly,  and in any event  within two (2)  Business  Days after
               becoming a beneficiary,  notify Administrative Agent thereof, and
               enter into a tri-party  agreement with  Administrative  Agent and
               the   issuer   and/or   confirmation   bank   with   respect   to
               Letter-of-Credit Rights assigning such Letter-or-Credit Rights to
               Administrative  Agent and  directing  all payments  thereunder to
               Administrative   Agent's  Account,  all  in  form  and  substance
               reasonably  satisfactory to Administrative Agent. Each Loan Party
               shall obtain a Blocked  Account  Agreement  or similar  agreement
               with each bank or financial institution holding a Deposit Account
               for such Loan Party in accordance  with subsection 5.6. Each Loan
               Party  shall  also  promptly,  and in any  event  within  two (2)
               Business   Days  after  the  same  is  acquired  by  it,   notify
               Administrative Agent of any commercial tort claims (as defined in
               the  UCC)  acquired  by it  and  unless  otherwise  consented  by
               Administrative   Agent,  such  Loan  Party  shall  enter  into  a
               supplement to this Agreement,  granting to Administrative Agent a
               Lien on such commercial tort claim.

          (b)  Upon creation or acquisition thereof, each Loan Party shall cause
               any newly created or acquired  Subsidiary of a Borrower or a Loan
               Party promptly to become a Borrower  and/or  Corporate  Guarantor
               hereunder (as specified by Administrative  Agent) and to grant to
               Administrative  Agent,  on behalf  of  Lenders,  perfected  first
               priority  (subject  only  to  Permitted   Encumbrances)  security
               interests  in all present  and future  real,  personal  and mixed
               property  of such  Subsidiary,  and shall  cause all  present and
               future  equity  interests  in such  Subsidiary  to be  pledged to
               Administrative  Agent as security for the  Obligations on a first
               priority basis (subject only to Permitted  Encumbrances)  and, to
               the extent requested by  Administrative  Agent, and at Borrowers'
               sole cost and expense,  shall deliver or cause to be delivered to
               Administrative  Agent such  legal  opinion,  certificates,  title
               insurance,  evidence  of UCC  and  other  searches,  evidence  of
               perfection   of  security   interests,   environmental   reports,
               appraisals (including real estate appraisals  contemplated by the
               Financial  Institutions  Reform,  Recovery and Enforcement Act of
               1989, as amended,  and the regulations  promulgated  thereunder),
               landlord  waivers,  bailee  letters  and  similar  documents  and
               agreements,   as   Administrative   Agent  may  have   reasonably
               requested. Nothing contained in this paragraph shall be deemed to
               be a consent to the acquisition, establishment or creation of any
               Subsidiary by any Loan Party.

          (c)  Each Loan Party hereby irrevocably  authorizes the Administrative
               Agent  to file  financing  statements  (and to  sign  same  where
               required  by  applicable  law)  with  respect  to the  Collateral
               without the  signature  of such Loan Party that (a)  indicate the
               Collateral  (i) as all  assets  of such  Loan  Party  or words of
               similar  effect,  regardless  of  whether  any  particular  asset
               comprised in the  Collateral  falls within the scope of Article 9
               of the UCC, or (ii) as being of an equal or lesser  scope or with
               greater detail, and (b) contain any other information required by
               part 5 of  Article  9 of the UCC for the  sufficiency  or  filing
               office  acceptance  of  any  financing  statement  or  amendment,
               including  (i) whether  such Loan Party is an  organization,  the
               type of organization and any organization  identification  number
               issued to such Loan  Party,  and (ii) in the case of a  financing
               statement  filed as a fixture filing or indicating  Collateral as
               as-extracted  collateral  or  timber  to  be  cut,  a  sufficient
               description  of real  property to which the  Collateral  relates.
               Each Loan Party  agrees to furnish  any such  information  to the
               Administrative Agent promptly upon request.  Each Loan Party also
               ratifies its authorization for the  Administrative  Agent to have
               filed any initial financing  statements or amendments  thereto if
               filed prior to the date hereof."

     (r)  subsection 5.14 of the Original Loan and Security Agreement is amended
          and restated in its entirety as follows:

          "5.14 Instruments; Chattel Paper

          Except to the extent  Indebtedness  evidenced  thereby does not exceed
          $50,000  outstanding at any time in the  aggregate,  Loan Parties will
          deliver  and  pledge to  Administrative  Agent all  notes,  negotiable
          Documents,  certificated securities (other than any securities covered
          by a Pledge Agreement),  Chattel Paper, and instruments (as defined in
          the UCC) duly endorsed and accompanied by duly executed instruments of
          transfer or  assignment  (including  stock  powers,  allonges or other
          instruments of transfer executed in blank),  all in form and substance
          satisfactory  to  Administrative  Agent.  If the Loan  Parties  retain
          possession of any Chattel  Paper or  Instruments  with  Administrative
          Agent's consent,  the Loan Parties will mark conspicuously all chattel
          paper  and   instruments   with  a  legend,   in  form  and  substance
          satisfactory  to  Administrative  Agent,  indicating that such chattel
          paper  or   instrument   is  subject  to  the  security   interest  of
          Administrative Agent, for the benefit of itself and Lenders. Borrowers
          shall  take all  steps  necessary  to grant  to  Administrative  Agent
          control  of all  electronic  chattel  paper  in  accordance  with  any
          provisions  of the UCC  regarding  same which may come into effect and
          all  'transferable   records'  as  defined  in  each  of  the  Uniform
          Electronic  Transactions  Act and the Electronic  Signatures in Global
          and National Commerce Act."

          Without  limiting the generality of the  foregoing,  Loan Parties will
          mark  conspicuously all Account Agreements with the legend referred to
          in the preceding paragraph."

     (s)  a new subsection 5.17 is added immediately after the end of subsection
          5.16, such new subsection to be titled  "Authorized  Terminations" and
          to read as follows:

          "Upon  payment  and  satisfaction  in full in cash of all  Obligations
          hereunder  and  termination  of the  Commitments  in  accordance  with
          subsection 2.6, Administrative Agent shall deliver to the Loan Parties
          for  filing  or  authorize   each  Loan  Party  to  prepare  and  file
          termination  statements,  releases  and other  documents  necessary or
          appropriate to evidence the termination of the Liens securing  payment
          of the Obligations."

     (t)  subsection 6.2 of the Original Loan and Security  Agreement is amended
          and restated in its entirety as follows:

          "6.2 Fixed Charge Coverage

          The Loan Parties shall not suffer or permit Fixed Charge  Coverage for
          any period of four consecutive  fiscal quarters ending on the last day
          of (i) the fiscal  quarter  ending on March 31, 2002,  to be less than
          1.10:1.00, (ii) the fiscal quarter ending on June 30, 2002, to be less
          than .75:1.00,  (iii) the fiscal quarter ending on September 30, 2002,
          to be less than  .75:1.00  and (iv) any fiscal  quarter  ending  after
          September 30, 2002, to be less than 1.00:1.00."

     (u)  subsection  7.3(A) of the  Original  Loan and  Security  Agreement  is
          amended by adding  the phrase ",  lease,  license"  appearing  therein
          immediately after the phrase "Sell, assign" appearing therein.

     (v)  a new  subsection  7.6(D)  is  added  immediately  after  the  end  of
          subsection 7.6(C), such new subsection to read as follows:

          "Reincorporate or reorganize itself under the laws of any jurisdiction
          other than the  jurisdiction  in which it is incorporated or organized
          as of the date hereof or change its name."

     (w)  a new subsection 7.18 is added immediately after the end of subsection
          7.17,  such  new  subsection  to  be  titled  "Financing   Statements;
          Amendments; Termination Statements" and to read as follows:

          "File any financing  statement or amendment or  termination  statement
          with  respect to any  financing  statement  without the prior  written
          consent of Administrative  Agent,  subject to each Loan Party's rights
          under Section 9-509(d)(2) of the UCC."

     (x)  subsection  8.4(A) of the  Original  Loan and  Security  Agreement  is
          amended  by (1) adding the phrase  "lease,  license,  assign,  give an
          option or options to  purchase  or  otherwise  dispose  of"  appearing
          therein  immediately  after  the  phrase  "without  notice  except  as
          specified  below,  sell"  appearing  therein  and  (2)  adding  a  new
          paragraph at the end of such subsection to read as follows:

          "To the extent  that  applicable  law  imposes  duties on the Agent to
          exercise remedies in a commercially reasonable manner, each Loan Party
          acknowledges and agrees that it is not  commercially  unreasonable for
          the Agent (i) to fail to incur expenses  reasonably deemed significant
          by the Agent to prepare the Collateral for disposition or otherwise to
          complete raw material or work in process into finished  goods or other
          finished products for disposition,  (ii) to fail to obtain third party
          consents for access to  Collateral to be disposed of, or to obtain or,
          if not required by other law, to fail to obtain  governmental or third
          party  consents for the  collection or disposition of Collateral to be
          collected  or  disposed  of,  (iii)  to  fail to  exercise  collection
          remedies  against  Account  Debtors or other Persons  obligated on the
          Collateral  or to remove  Liens on or any adverse  claims  against the
          Collateral,  (iv) to  exercise  collection  remedies  against  Account
          Debtors and other  Persons  obligated  on the  Collateral  directly or
          through  the  use  of   collection   agencies  and  other   collection
          specialists,  (v) to  advertise  dispositions  of  Collateral  through
          publications  or  media of  general  circulation,  whether  or not the
          Collateral is of a specialized  nature, (vi) to contact other Persons,
          whether or not in the same business as the Loan Party, for expressions
          of interest in acquiring all or any portion of such Collateral,  (vii)
          to  hire  one  or  more  professional  auctioneers  to  assist  in the
          disposition  of  Collateral,  whether  or not the  Collateral  is of a
          specialized  nature,  (viii) to dispose  of  Collateral  by  utilizing
          internet  sites that  provide  for the  auction of assets of the types
          included in the  Collateral  or that have the  reasonable  capacity of
          doing so, or that match buyers and sellers of assets,  (ix) to dispose
          of assets in  wholesale  rather than retail  markets,  (x) to disclaim
          disposition warranties,  such as title, possession or quiet enjoyment,
          (xi) to purchase insurance or credit  enhancements to insure the Agent
          against risks of loss,  collection or  disposition of Collateral or to
          provide  to the  Agent a  guaranteed  return  from the  collection  or
          disposition of Collateral,  or (xii) to the extent deemed  appropriate
          by the Agent,  to obtain the  services  of other  brokers,  investment
          bankers,  consultants and other  professionals  to assist the Agent in
          the  collection or  disposition  of any of the  Collateral.  Each Loan
          Party  acknowledges  that the  purpose  of this  paragraph  under this
          subsection  8.4(A) is to provide  non-exhaustive  indications  of what
          actions  or  omissions   by  the  Agent  would  not  be   commercially
          unreasonable  in  the  Agent's   exercise  of  remedies   against  the
          Collateral  and that other actions or omissions by the Agent shall not
          be deemed  commercially  unreasonable  solely on  account of not being
          indicated  in  this  paragraph  of  this  subsection  8.4(A).  Without
          limitation  upon the  foregoing,  nothing  contained in this paragraph
          shall be  construed to grant any rights to any Loan Party or to impose
          any duties on any Agent that would not have been granted or imposed by
          this Agreement or by applicable law in the absence of this paragraph."

     (y)  subsection  8.4(B) of the  Original  Loan and  Security  Agreement  is
          amended and restated in its entirety as follows:

          "At any time after an Event of  Default  shall  have  occurred  and be
          continuing (or if any rights of set-off (other than set-off against an
          Account arising under the contract giving rise to the same Account) or
          contra  accounts may be asserted with respect to the  following),  (i)
          Collateral Agent may, without prior notice to each Loan Party,  notify
          Account  Debtors and other Persons  obligated on the  Collateral  that
          Administrative  Agent  has  a  security  interest  therein,  and  that
          payments shall be made directly to  Administrative  Agent,  for itself
          and the  benefit of  Lenders,  and (ii) each Loan Party  shall,  if so
          requested by Collateral  Agent,  so notify  Account  Debtors and other
          Persons obligated on the Collateral."

     (z)  the first  sentence  of  subsection  8.4(C) of the  Original  Loan and
          Security Agreement is amended and restated in its entirety as follows:

          "Collateral  Agent may, if an Event of Default shall have occurred and
          be continuing, in Collateral Agent's own name or in the name of a Loan
          Party,   communicate  with  Account  Debtors,  parties  to  Contracts,
          obligors in respect of Instruments  and obligors in respect of Chattel
          Paper  and/or  payment  intangibles  to verify with such  Persons,  to
          Collateral Agent's  satisfaction,  the existence,  amount and terms of
          any such  Accounts,  Contracts,  Instruments  or Chattel  Paper and/or
          payment intangibles."

     (aa) subsection 8.5 of the Original Loan and Security  Agreement is amended
          and restated in its entirety as follows:

          "8.5 Appointment of Attorney-in-Fact

          Each Loan Party hereby  constitutes  and  appoints  each Agent as such
          Loan  Party's  attorney-in-fact  with full  authority in the place and
          stead of such Loan Party and in the name of such Loan Party, any Agent
          or otherwise,  from time to time in such Agent's  discretion  while an
          Event of Default is  continuing  to take any action and to execute any
          instrument  that  such  Agent  may  deem  necessary  or  advisable  to
          accomplish  the  purposes of this  Agreement,  including:  (a) to ask,
          demand,  collect,  sue  for,  recover,   compound,  receive  and  give
          acquittance  and receipts for moneys due and to become due under or in
          respect of any of the Collateral;  (b) to adjust, settle or compromise
          the amount or payment of any Account,  or release wholly or partly any
          customer  or  obligor  thereunder  or allow  any  credit  or  discount
          thereon;  (c) to  receive,  endorse,  and  collect any drafts or other
          instruments,  documents and chattel paper,  in connection  with clause
          (a) above;  (d) to file any claims or take any action or institute any
          proceedings  that such Agent may deem  necessary or desirable  for the
          collection of any of the Collateral or otherwise to enforce the rights
          of such Agent and Lenders with respect to any of the  Collateral;  and
          (e) to sign and endorse any invoices,  freight or express bills, bills
          of lading, storage or warehouse receipts,  assignments,  verifications
          and notices in connection with Accounts and other  documents  relating
          to the  Collateral.  Regardless  of whether  an Event of  Default  has
          occurred  or is  continuing,  each Loan Party  that is a party  hereto
          authorizes   Administrative   Agent  to  file   financing   statements
          describing Collateral of such Loan Party with or without the signature
          of the  Loan  Party,  or to  file a  photocopy  of this  Agreement  in
          substitution for a financing  statement,  as Administrative  Agent may
          deem  appropriate  and to  execute  in such  Loan  Party's  name  such
          financing   statements   and  amendments   thereto  and   continuation
          statements  which  may  require  the  Loan  Party's   signature.   The
          appointment of Agents as each Loan Party's attorney and Agents' rights
          and powers are coupled  with an  interest  and are  irrevocable  until
          payment in full and complete performance of all of the Obligations."

     (bb) subsection  8.6(B) of the  Original  Loan and  Security  Agreement  is
          amended and restated in its entirety as follows:

          "It is expressly  agreed by each Loan Party that,  anything  herein to
          the contrary  notwithstanding,  each Loan Party shall remain liable in
          respect of the  Collateral  and all other  agreements to which it is a
          party or by which it is bound  relating to the  Collateral  to observe
          and perform all the  conditions  and  obligations  to be observed  and
          performed  by it  thereunder.  Neither any Agent nor any Lender  shall
          have any  obligation  or liability  under any Contract by reason of or
          arising out of this Agreement or the granting herein of a Lien thereon
          or the receipt by any Agent or any Lender of any  payment  relating to
          any Contract  pursuant hereto.  Neither any Agent nor any Lender shall
          be  required or  obligated  in any manner to perform or fulfill any of
          the obligations of each Loan Party in respect of the Collateral, or to
          make any  payment,  or to make any  inquiry  as to the  nature  or the
          sufficiency  of any payment  received by it or the  sufficiency of any
          performance by any party in respect of the  Collateral,  or to present
          or file any  claims,  or to take any action to collect or enforce  any
          performance or the payment of any amounts which may have been assigned
          to it or to which it may be entitled at any time or times."

2.   Waivers.

     (a)  Effective on the Effective Date, as hereinafter defined, the Requisite
          Lenders waive any Default or Event of Default arising by virtue of any
          failure by the Loan  Parties to comply with the  covenant set forth in
          subsection  6.2 for the  period of four  consecutive  fiscal  quarters
          ending on the last day of the fiscal quarter ending on March 31, 2002.
          Such  waiver  shall  pertain  only to such  covenant  for such  fiscal
          quarter and shall not entitle any Loan Party to any other waiver.

     (b)  Effective on the Effective Date, as hereinafter defined, the Requisite
          Lenders  waive any  Default or Event of  Default  arising by virtue of
          failure by the Loan  Parties to comply with the  covenant set forth in
          subsection 7.12 only to the extent that non-compliance arises from the
          creation of the New Loan Parties;  provided,  however, that the waiver
          contained in this paragraph (b) shall cease and be of no further force
          or  effect  from and after the date 45 days  following  the  Effective
          Date, as hereinafter defined, unless on or prior to such date the Loan
          Parties shall have complied with the  requirements of paragraph (c) of
          this  Section  2. Each New Loan Party  hereby (i) agrees  that it is a
          Corporate Guarantor,  a Loan Party and, except in the case of COMFORCE
          P-T-P Services, Inc., a Borrower, in each case, under the terms of the
          Original  Loan and Security  Agreement  as amended by Amendment  No. 6
          (and as it may  hereafter be amended),  (ii)  acknowledges  that it is
          unconditionally   and  jointly  and   severally   obligated   for  all
          Obligations of the Loan Parties heretofore incurred under the Original
          Loan and Security  Agreement or that may  hereafter be incurred  under
          the Original Loan and Security  Agreement as amended by this Amendment
          No. 6 and as it may  subsequently be amended as a Corporate  Guarantor
          and,  except  in the  case of  COMFORCE  P-T-P  Services,  Inc.,  as a
          Borrower,  (iii) makes,  as to itself and as of the date  hereof,  all
          representations  and  warranties  of a  Loan  Party  contained  in the
          Original Loan and Security  Agreement and (iv) agrees to cause each of
          the  covenants  contained  in  paragraph  (c) of this  Section 2 to be
          performed on or before the date 45 days following the Effective  Date,
          as  hereinafter  defined.  The waiver  contained in this paragraph (b)
          shall apply only to the failure to comply  with  subsection  7.12 with
          respect to the  creation of the New Loan Parties and shall not entitle
          any Loan Party to any other waiver.

     (c)  In  connection  with  such  waiver,  on or  before  the  date  45 days
          following the Effective Date, as hereinafter defined, the Loan Parties
          shall (A) deliver to the Administrative Agent for each New Loan Party,
          (i)  incumbency  certificates,  certified  as of a recent date by such
          party's   corporate   secretary  or  an  assistant   secretary,   (ii)
          resolutions  of the Board of Directors  authorizing  and approving the
          execution,   delivery  and   performance   of  this  Amendment  No.  6
          consummation of the transactions  contemplated hereby, certified as of
          a  recent  date by  such  party's  corporate  secretary  or  assistant
          secretary as being in full force and effect  without  modification  or
          amendment,  (iii)  certified  copies of the certificate or articles of
          incorporation  together with good standing certificates from the state
          of its  incorporation  and (iv) a copy of the bylaws certified as of a
          recent date by its corporate secretary or assistant secretary as being
          in full force and effect  without  modification  or amendment,  in the
          case  of  each  of  clauses  (i)  and  (ii),  in  form  and  substance
          satisfactory to the Administrative  Agent, (B) deliver a legal opinion
          from independent counsel to the New Loan Parties in form and substance
          satisfactory  to  the  Administrative  Agent  as to  such  matters  in
          connection  with the execution,  delivery  performance by the New Loan
          Parties of this  Amendment  No. 6 and the pledge of stock  referred to
          below as the  Administrative  Agent  may  reasonably  request  and (C)
          pledge to the  Administrative  Agent pursuant to the Pledge  Agreement
          all issued and  outstanding  capital stock of the New Loan Parties and
          all  other  equity  interests,   if  any,  therein,   deliver  to  the
          Administrative  Agent all  certificates  evidencing such capital stock
          and other equity  interests  endorsed in blank or accompanied by stock
          powers signed,  undated and left blank as to the transferee and caused
          the Pledge Agreement to be amended (in form and substance satisfactory
          to the Administrative Agent) to accommodate such pledge.

3.   Representations  and  Warranties.  Each  Loan  Party  and  New  Loan  Party
     represents and warrants (which representations and warranties shall survive
     the execution and delivery hereof) to the Lenders that:

     (a)  no  consent  of  any  other  person,  including,  without  limitation,
          shareholders  or  creditors  of any Loan  Party  or New Loan  Party is
          required to authorize, or is otherwise required in connection with the
          execution, delivery and performance of this Amendment No. 6.

     (b)  this  Amendment  No. 6 has been duly  executed and delivered by a duly
          authorized  officer  of each  Loan  Party  and  New  Loan  Party,  and
          constitutes  the legal,  valid and  binding  obligations  of such Loan
          Party or New Loan Party,  enforceable against such party in accordance
          with its terms,  except as  enforcement  thereof may be subject to the
          effect of any applicable (i) bankruptcy,  insolvency,  reorganization,
          moratorium or similar law affecting  creditors'  rights  generally and
          (ii) general principles of equity  (regardless of whether  enforcement
          is sought in a proceeding in equity or at law).

     (c)  the execution,  delivery and  performance of this Amendment No. 6 will
          not  violate any law,  statute or  regulation  applicable  to any Loan
          Party or New  Loan  Party,  or any  order or  decree  of any  court or
          governmental  instrumentality  applicable to such company, or conflict
          with,  or result in the breach of, or  constitute a default  under any
          contractual obligation of such company, including the Loan Documents.

4.   Effectiveness.  The foregoing  amendments contained in this Amendment No. 6
     to the Original Loan and Security Agreement shall become effective upon the
     satisfaction in full of the following  conditions on a date (the "Effective
     Date") on or before May 10, 2002:

     (a)  this  Amendment  No. 6 shall have been  executed and delivered by each
          Loan Party, New Loan Party and the Requisite Lenders;

     (b)  as of the  Effective  Date,  there shall be  continuing  no Default or
          Event of Default,  other than (i) the  failure of the Loan  Parties to
          comply with the covenant set forth in  subsection  6.2 of the Original
          Loan and Security  Agreement for the period of four consecutive fiscal
          quarters  ending on the last day of the fiscal quarter ending on March
          31, 2002 and (ii) the  failure of the Loan  Parties to comply with the
          covenant  set  forth  in  subsection  7.12 of the  Original  Loan  and
          Security  Agreement  with  respect  to the  creation  of the New  Loan
          Parties;

     (c)  the  representations  made by the Loan  Parties  and New Loan  Parties
          herein and in the Loan  Documents  shall be true in all respects as of
          the  Effective  Date  (except  as to any  representation  or  warranty
          limited to a specific earlier date);

     (d)  the  Administrative  Agent shall have  received from CC, COI and USI a
          fee of $50,000 for the pro rata account of the Lenders; and

     (e)  the  Administrative  Agent shall have received a legal opinion,  dated
          the Effective  Date and  addressed to the  Administrative  Agent,  the
          Collateral Agent and the Lenders, from independent counsel to the Loan
          Parties and the New Loan Parties, as to the Original Loan and Security
          Agreement, as amended by Amendment No. 6 and the other Loan Documents,
          in form and substance satisfactory to the Administrative Agent.

5.   Special Condition I  Non-Satisfaction  Fee. If Borrowers fail to satisfy in
     full the  conditions  specified in the  definition of "Special  Condition I
     Satisfaction  Date" on or prior to the date 90 days after May 2, 2002,  CC,
     COI and USI shall pay, as  compensation  to the Lenders for their increased
     risk, to the Administrative Agent for the pro rata account of the Lenders a
     fee in the amount of $25,000.

6.   New or Replaced Schedules. Schedule 2.8 referred to in Section 1(d) of this
     Amendment No. 6 shall be added to the Original Loan and Security  Agreement
     and is attached  hereto as Exhibit A. Schedule 4.8 of the Original Loan and
     Security Agreement shall be replaced with a new Schedule 4.8 referred to in
     Section 1(m) of this Amendment No. 6 and is attached hereto as Exhibit B.

7.   Governing  Law.  This  Amendment  No. 6 to the  Original  Loan and Security
     Agreement is being delivered in the State of New York and shall be governed
     by and construed in accordance with the laws of the State of New York.

8.   Counterparts.  This  Amendment  No. 6 to the  Original  Loan  and  Security
     Agreement is being executed by the parties hereto in separate counterparts,
     each of which when so executed and  delivered  shall be deemed an original,
     but all of which  counterparts  together  shall  constitute but one and the
     same instrument.

9.   Consent.  By signing below,  each Loan Party and New Loan Party consents to
     the execution and delivery of this Amendment No. 6 by each other Loan Party
     and each other New Loan Party and agrees that the  obligations of such Loan
     Party or such New Loan  Party  under the Loan  Documents  continue  in full
     force and effect.

10.  Miscellaneous.  All  references  in the Loan  Documents  to the  "Loan  and
     Security  Agreement"  and in the Original  Loan and  Security  Agreement to
     "this  Agreement,"  "hereof,"  "herein" or the like shall mean and refer to
     the Original Loan and Security  Agreement and this Amendment No. 6 (as well
     as  by  all  subsequent   amendments,   restatements,   modifications   and
     supplements thereto).

                            [SIGNATURE PAGES FOLLOW]
<PAGE>

     IN WITNESS WHEREOF,  the Loan Parties,  the New Loan Parties,  the Lenders,
the Co-Agent, the Collateral Agent and the Administrative Agent have caused this
Amendment No. 6 to the Original Loan and Security Agreement to be executed as of
the day and year first written above.


Holding Parties:          COMFORCE CORPORATION
                          COMFORCE OPERATING, INC.

Borrowers:                BRENTWOOD OF CANADA, INC.
                          BRENTWOOD SERVICE GROUP, INC.
                          CAMELOT COMMUNICATIONS GROUP, INC.
                          CAMELOT CONTROL GROUP, INC.
                          CLINICAL LABFORCE OF AMERICA, INC.
                          COMFORCE INFORMATION TECHNOLOGIES, INC.
                          COMFORCE TECHNICAL ADMINISTRATIVE SERVICES, INC.
                          COMFORCE TECHNICAL NW, INC. (as successor to LABFORCE
                              OF AMERICA, INC.)
                          COMFORCE TECHNICAL SERVICES, INC.
                          COMFORCE TELECOM, INC.
                          GERRI G., INC.
                          PRO SERVICES, INC.
                          PRO UNLIMITED, INC.
                          PRO UNLIMITED SERVICES, INC.
                          SUMTEC CORPORATION
                          TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC.
                          THISCO OF CANADA, INC.
                          UNIFORCE PAYROLLING SERVICES, INC.
                          UNIFORCE PAYROLLING TRI-STATE INC.
                          UNIFORCE SERVICES, INC.
                          UNIFORCE STAFFING SERVICES, INC.

Inactive Subsidiaries:    COMFORCE ACQUISITION 1 CORP.

New Loan Parties:         BXI NET, INC.
                          COMFORCE CODING SERVICES, INC.
                          COMFORCE P-T-P SERVICES, INC.
                          LABFORCE SERVICES OF AMERICA, INC.

                    [Signatures Continued on Following Page]

<PAGE>


                   [Signature page 1 of 2 to Amendment No. 6]


                          For each of the foregoing corporations:


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 IBJ WHITEHALL BUSINESS CREDIT
                                 CORPORATION, as Administrative Agent and Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $17,272,727.00


                                 THE CIT GROUP/BUSINESS CREDIT, INC.,
                                 as Collateral Agent and Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $17,272,727.00


                                 TRANSAMERICA BUSINESS CAPITAL
                                 CORPORATION (as successor to Transamerica
                                 Business Credit Corporation), as Co-Agent and
                                 Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $17,272,727.00


                    [Signatures Continued on Following Page]
<PAGE>



                   [Signature page 2 of 2 to Amendment No. 6]


                                 FLEET CAPITAL CORPORATION, as Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $12,954,546.00


                                 JPMORGAN CHASE BANK (formerly known as
                                 The Chase Manhattan Bank), as Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $12,954,546.00


                                 LASALLE BUSINESS CREDIT, INC., as Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $10,795,454.00


                                 GUARANTY BUSINESS CREDIT
                                 CORPORATION, as Lender


                                 By:      _____________________________________
                                          Name:
                                          Title:


                                 Revolving Loan Commitment:
                                 $6,477,273.00