EXHIBIT 10.1
                                   $10,000,000


                           REVOLVING CREDIT AGREEMENT




                            dated as of July 22, 1996


                                      among



                 COMFORCE CORPORATION, COMFORCE GLOBAL, INC. and
               COMFORCE TECHNICAL SERVICES, INC., as Co-Borrowers


                                       and


                        THE CHASE MANHATTAN BANK, as Bank




<PAGE>


         THIS REVOLVING CREDIT AGREEMENT (the "Agreement")  dated as of July 22,
1996, between COMFORCE  CORPORATION,  a corporation  organized under the laws of
the  State of  Delaware  ("Comforce"),  COMFORCE  GLOBAL,  INC.,  a  corporation
organized  under  the laws of the  State of  Delaware  ("Global")  and  COMFORCE
TECHNICAL SERVICES, INC., a corporation organized under the Laws of the State of
Delaware ("Services"; collectively with Comforce and Global, the "Co-Borrowers")
and THE CHASE MANHATTAN BANK, a New York banking corporation (the "Bank").

         The  Co-Borrowers  desire  the  Banks  to  extend  full  credit  to the
Co-Borrowers as provided  herein,  and the Bank is willing to extend such credit
on the terms and conditions set forth herein. Accordingly,  the Co-Borrowers and
the Bank agree as follows:


                                   ARTICLE 1.
                         DEFINITIONS; ACCOUNTING TERMS.

         Section 1.1.  Definitions.

         As used in this  Agreement  the  following  terms  have  the  following
meanings  (terms  defined in the singular  correlative  meaning when used in the
plural and vice versa).

         "Acquisition" means any transaction pursuant to which the Co-Borrowers,
or any of them or any of their  Subsidiaries,  (a)  acquires,  or enters into an
agreement to, equity securities (or warrants, options or other rights to acquire
such  securities) of any Person which is not then a Subsidiary of such entities,
pursuant to a solicitation  of tenders  therefor,  or in one or more  negotiated
block,  market  or  other  transactions  not  involving  a  tender  offer,  or a
combination of any of the foregoing,  or (b) makes, or enters into any agreement
to make, any Person not then a Subsidiary of such entities, a Subsidiary of such
entities, or causes any such Person to be merged into any such entities, or vice
versa in any case  pursuant  to a  merger,  purchase  of  assets  reorganization
providing  for the  delivery or issuance  to the holders of such  Person's  then
outstanding securities,  in exchange for such securities,  of cash or securities
of any such entities, or a combination thereof, or (c) purchases, or enters into
an agreement to purchase,  all or substantially all of the business or assets of
any Person. For purposes hereof,  the term  "Acquisition"  shall not include the
formation by the Co-Borrowers,  or any of them or any of their subsidiaries of a
new Subsidiary that does not involve any of the transactions  referred to in the
immediately preceding sentence.

         "Additional Costs" shall have the meaning given to such term in Article
4 hereof.
<PAGE>

         "Affiliate"  means with  respect to any Person,  any Person:  (a) which
directly or indirectly controls, or is controlled by, or is under common control
with, such Person;  (b) which directly or indirectly  beneficially owns or holds
5% or more of any class of voting  stock of such  Person;  (c) 5% or more of the
voting  stock or other  voting  interests  of which is  directly  or  indirectly
beneficially  owned or held by such Person;  (d) which is a partnership in which
such  Person is a general  partner (e) which is a limited  liability  company in
which such  Person is the  manager.  The term  "control"  means the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Persons,  whether  through the ownership of voting
securities, by contract or otherwise.

         "Aggregate Letters of Credit  Outstanding" means, at a particular time,
the sum of (a) the aggregate  maximum  amount at such time which is available or
available  in the  future to be drawn  under all  outstanding  Letters of Credit
under this Agreement  plus (b) the aggregate  amount of any payments made by the
Bank  under  any  Letter  of  Credit  under  this  Agreement  that  has not been
reimbursed by the Co-Borrowers.

         "Aggregate  Outstandings"  means, at a particular  time, the sum of (a)
the Aggregate Letters of Credit Outstanding at such time, plus (b) the aggregate
outstanding principal amount of the Loans at such time.

         "Agreement" means this Agreement,  as amended or supplemented from time
to time.  References  to Articles,  Sections,  Exhibits,  Schedules and the like
refer  to the  Articles,  Sections,  Exhibits,  Schedules  and the  like of this
Agreement unless otherwise indicated.

         "Banking  Day"  means  any  day  on  which  commercial  banks  are  not
authorized  or required to close in New York City,  provided  that whenever such
day relates to a LIBOR Loan or notice with respect to any LIBOR Loan,  such term
shall mean any such day on which dealings  Dollar  deposits are also carried out
in the London interbank market.

         "Borrowing  Base" means, at any time, an amount equal to eighty percent
(80%)  of the  Eligible  Receivables  of  Global,  Services  or PSST  minus  the
aggregate  amount of accrued  payroll  taxes due by Global,  Services or PSST as
certified  by the Chief  Financial  Officer of Global,  Services or PSST on such
date. The percentage  rate set forth in this  definition is subject to change in
the sole and  absolute  discretion  of the Bank based upon the results of future
collateral  audits or  otherwise,  provided,  however,  that unless a Default or
Event of Default has occurred and is  continuing  (in which case no notice shall
be  required),  the Bank shall  provide  the  Co-Borrowers  with 30 days'  prior
written notice of any such change.

         "Borrowing Base  Certificate"  means a certificate  signed by the Chief
Executive Officer or the Chief Financial Officer of Global, Services and PSST in
the form of Exhibit "B" annexed hereto with such changes as the Bank may require
from time to time.

         "Capital  Expenditures"  means  the sum of (a)  expenditures  for fixed
assets or improvements, replacements,  substitutions, or additions thereto which
would be treated as capital  expenditures  in accordance  with GAAP and (b) that
portion of all payments  with respect to Capital  Leases with are required to be
capitalized on the balance sheet of the lessee in accordance with GAAP.
<PAGE>

         "Capital  Lease" means any lease which is required to be capitalized on
the balance sheet of the lessee in accordance with GAAP.

         "Cash  Collateral"  means a Dollar deposit by the Co-Borrowers  made in
immediately available funds to savings, checking or time deposit accounts at the
Bank for the purchase by the  Co-Borrowers  of certificates of deposit issued by
the Bank and the execution of all documents and the taking of all steps required
to give the Bank a perfected  security interest in such deposits or certificates
of deposit.

         "Change in  Control"  means any event  which  results in (i) any Person
owning a majority of the voting  securities of Comforce (ii) Christopher  Franco
or Michael  Ferrentino  ceasing to hold  positions  as  officers  of Comforce or
ceasing to supervise the management of Global,  Services or the  Guarantors,  or
any of them, or (iii) Comforce  ceasing to own one hundred percent (100%) of the
issued and outstanding capital stock of Global, Services and the Guarantors.

         "Closing  Date" means the date this  Agreement has been executed by the
Co-Borrowers and the Bank.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral"  means,  with respect to each  Co-Borrower and each of the
Guarantors,  all personal property of such entity all as more fully described in
the Security  Agreement  executed by such  entity,  and any and all products and
proceeds of the  foregoing  and proceeds of refunds with respect to insurance on
any of the foregoing.

         "Commitment"  means the  obligation of the Bank to extend credit to the
Co-Borrowers  hereunder  and,  subject  to the terms  hereof,  in the  aggregate
principal  amount of $10,000,000 as such amount may be reduced from time to time
in accordance with the terms of this Agreement.

         "Commitment Fee" means the fees payable by the Co-Borrowers to the Bank
pursuant to Section 3.4 hereof.

         "Consolidated  Current Assets" means, at a particular time, all amounts
which  would,  in  conformity  with GAAP,  be  included  as current  assets on a
consolidated balance sheet of Comforce and its Subsidiaries as at such date.

         "Consolidated  Current  Liabilities"  means, at a particular  date, all
amounts which would in conformity with GAAP, be included as current  liabilities
on a consolidated balance sheet of Comforce and its Subsidiaries as at such date
and shall include,  without  limitation,  all  obligations  payable on demand or
within  one year  after such date and the  aggregate  principal  amount of Loans
outstanding hem-under.
<PAGE>

         "Consolidated  Effective Net Worth" means, at any particular  date, the
amount  of  excess  of  Consolidated   Total  Assets  over  Consolidated   Total
Liabilities   which  would,   in  conformity   with  GAAP,  be  included   under
shareholders'  equity  on a  consolidated  balance  sheet  of  Comforce  and its
Subsidiaries as at such date,  less all intangible  assets,  including,  without
limitation,  organizational expenses, patents, trademarks, copyrights, goodwill,
covenants  not to compete,  research and  developmental  costs and g costs as at
such date.

         "Consolidated Interest Coverage Ratio" means, at a particular time, the
ratio  of (A)  the  sum of  Consolidated  Net  Income  After  Taxes  (calculated
excluding all  extraordinary  gains,  if any, but  including  all  extraordinary
losses, if any) plus Consolidated  Interest Expense plus Consolidated Income Tax
Expense to (B) Consolidated  Interest, all determined in accordance with GAAP on
a consolidated basis for the immediately preceding four fiscal quarters.

         "Consolidated  Income Tax Expense" means, for a particular  period, the
consolidated  income tax expense for Comforce and its  Subsidiaries as reflected
on the  consolidated  financial  statements of Comforce and its Subsidiaries for
such period calculated in accordance with GAAP.

         "Consolidated  Interest  Expense" means, for a particular  period,  the
consolidated  interest expense for Comforce and its Subsidiaries as reflected on
the consolidated financial statements for Comforce and its Subsidiaries for such
period calculated in accordance with GAAP.

         "Consolidated  Net Income After Taxes" means, for a particular  period,
the consolidated  net income of Comforce and its  Subsidiaries  after payment of
all federal and state income taxes determined in accordance with GAAP.

         "Consolidated  Total Assets" means,  at a particular  date, all amounts
which would,  in conformity  with GAAP, be included as assets on a  consolidated
balance sheet of Comforce and its Subsidiaries as at such date.

         "Consolidated  Total  Liabilities"  means,  at a particular  date,  all
amounts which would,  in conformity  with GAAP, be included as  liabilities on a
consolidated  balance sheet of Comforce and its Subsidiaries as at such date, Im
Subordinated Debt of Comforce and its Subsidiaries as at such date.

         "Default"  means any event  which with the giving of notice or of time,
or both, would become an Event of Default.

         "Default  Rate"  means a rate per  annum  to 2% above  the rate of that
would then be applicable to Prime Rate Loans.

         "Dividends"  with to any Pawn for any  period,  dividends  paid by such
Person.

         "Dollars"  and the sign "$" mean lawful  money of the United  States of
America.
<PAGE>

         "Eligible Receivables" shall mean the amount of the accounts receivable
of Global,  Services  or PSST  arising  out of sales in the  ordinary  course of
business of Global, Services or PSST net of any credits, rebates or offsets owed
by Global,  Services  or PSST to the  respective  account  debtor and net of any
commissions payable by Global, Services or PSST to third parties, which accounts
receivable are not in dispute or subject to credit,  allowance,  defense offset,
counterclaim or adjustment and for which records are maintained at a location of
Global,  Services  or PSST in the United  States;  provided,  however,  that the
following items shall not be deemed "Eligible Receivables":  accounts receivable
determined  by the  Bank in its sole  discretion  to be  ineligible,  including,
without  limitation,  credit  balances over 90 days from invoice date;  accounts
receivable  which, at the date of issuance of the respective  invoice  therefor,
were  payable  more than 30 days  after the date of  issuance  of such  invoice;
accounts  receivable  evidenced by an instrument (as defined in Article 9 of the
Uniform Commercial Code) not in the possession of the Bank; receivables relating
to the  business or  operations  of any entity  which may be merged with or into
Global,  Services  or  PSST  after  the  date  of  this  Agreement;   government
receivables;  foreign receivables (i.e.,  receivables owing from account debtors
located  outside  the  United  States);  contra  accounts  receivable;  unbilled
receivables in excess of the lesser of (i) 50% of the total unbilled receivables
of Global,  Services  or PSST at any time and (ii)  $750,000;  receivables  from
Affiliates;  receivables  arising from advanced billing;  receivables which have
been written off by Global, Services or PSST as uncollectible; receivables owing
from  account  debtors  determined  by the  Bank in its  sole  discretion  to be
unacceptable for credit reasons;  accounts  receivable with respect to which the
account  debtor is the  subject  of any  bankruptcy  or  insolvency  proceeding;
accounts  receivable where the account debtor's obligation to pay is conditional
or subject to a repurchase  obligation  or right of return,  including  bill and
hold sales,  guaranteed sales, sale or return transactions or sales on approval;
receivables which are in dispute;  receivables  arising from consignment  sales;
receivables  encumbered  by Liens;  credits;  all current  receivables  due from
account debtors of which more than 50% of the total account receivable from such
debtors is more than 90 days from the invoice  date;  accounts  with  respect to
which the account debtor is located in a state denying  creditors  access to its
courts in the absence of a Notice of Business Activities Report or other similar
filing,  unless  Global,  Services  or  PSST,  as the case  may be,  has  either
qualified as a foreign corporation authorized to transact business in such state
or has filed a Notice of Business  Activities  Report or similar filing with the
applicable  state agency for the then current year,  and accounts  receivable to
the extent any account  balances do not agree with any account  receivable aging
report.  In  addition,  Eligible  Receivables  from any account  debtor shall be
excluded to the extent that:  (i) in the case of the University of California at
Los Alamos, Boeing Aerospace Operations,  Inc., Gulfstream Aerospace Corporation
and  McDonnell  Douglas  Corporation,  provided  that the Bank  continues  to be
satisfied  with the  credit  quality  of each  such  account  debtor in its sole
discretion,   such  account  debtor   represents   more  than  20%  of  Eligible
Receivables;  and (ii) in the case of all other  account  debtor,  such  account
debtor shall  represent  more than 10% of the Eligible  Receivables at any time.
This  definition of "Eligible  Receivables" is subject to change in the absolute
and sole  discretion  of the Bank  based upon the  results of future  collateral
audits or  otherwise;  provided,  however,  that  unless a  Default  or Event of
Default has occ and is  continuing  (in which case no notice shall be required),
the Bank shall provide the Co-Borrowers with 30 days prior written notice of any
such change.  
<PAGE>

         "Environmental  Laws"  means  any and all  federal,  state,  local  and
foreign statutes,  laws,  regulations,  ordinances,  miles,  judgments,  orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental   restrictions   relating  to  the  environment  or  to  emissions,
discharges,  releases  or  threatened  releases  of  pollutants,   contaminants,
chemicals,  or  industrial,  toxic or  hazardous  substances  or wastes into the
environment,  including, without limitation,  ambient air, surface water, ground
water,  or  land,  or  otherwise   relating  to  the  manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport,  or handling of
pollutants,   contaminants,   chemicals,  or  industrial,  toxic  substances  or
hazardous Substances or wastes.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended  from time to time,  including  any rules  and  regulations  promulgated
thereunder.

         "ERISA  Affiliate" mom any  corporation or trade or business which is a
member of the same  controlled  group of  corporations  (within  the  meaning of
Section  414(b) of the Code) as the  Co-Borrowers,  or any of them,  or is under
common  control  (within  the m g of  Section  414(c)  of  the  Code)  with  the
Co-Borrowers, or any of them.

         "Event of Default"  shall have the  meaning  given such term in Section
10.01 hereof.

         "Eurocurrency   Reserve  Requirements"  means,  with  respect  to  each
Interest Period for each LIBOR Loan, the aggregate (without  duplication) of the
maximum rates  (expressed as a percentage and rounded upward,  if necessary,  to
the nearest 1/100 of 1%) of reserve requirements current on the date two Banking
Days  prior  to  the  beginning  of  such  Interest  Period  (including  without
limitation,   basic,   supplemental,   marginal  and  emergency  reserves  under
Regulation  D or any other  regulation  of the Board of Governors of the Federal
Reserve System or other governmental  authority having jurisdiction with respect
thereto),  as now and/or from time to time  hereafter  in effect,  dealing  with
reserve requirements  prescribed for eurocurrency funding maintained by a member
bank of such system.

         "Existing Bank Debt" means Indebtedness of Global to the Bank, existing
on the date  hereof and  arising  pursuant  to the terms of a  Revolving  Credit
Agreement, dated as of February 29, 1996 Global and the Bank.

         "Facility  Documents"  means this  Agreement,  the Note,  the  Security
Agreements,  the Pledge  Agreements,  the Guarantees,  the financing  statements
executed  in  connection  therewith,  and all other  agreements,  documents  and
instruments  executed in  connection  herewith or therewith  including,  but not
limited to, all documents and instruments  executed by the Co-Borrowers,  or any
of them, or any Guarantor in favor of the Bank in connection with this Agreement
and the Loans made hereunder.

         "Facility  Fee" means the facility fee paid by the  Co-Borrowers  to Om
Bank t to Section 3.5 hereof.

         "Forfeiture  Proceeding"  means the  commencement  by any  governmental
authority of any action or  proceeding  affecting  the  Co-Borrowers,  or any of
them, or any of their Subsidiaries  before any court,  governmental  department,
commission, board, bureau, agency or instrumentality,  domestic or foreign which
would result in the seizure or forfeiture of any of their  property  which would
cause a material  adverse  effect  upon the  operations,  business,  properties,
financial condition or pro of the Co-Borrowers,  or any of them, or any of their
Subsidiaries.

         "GAAP" means  generally  accepted a principles and practices  which are
recognized  as such by the American  Institute of Certified  Public  Accountants
acting  through the Financial  Accounting  Standards  Board  ("FASB") or through
other  appropriate  boards or  committees  thereof  and  which are  consistently
applied  for all periods so as to properly  reflect the  consolidated  financial
condition, and the consolidated results of operations and cash flows of Comforce
and its Subsidiaries, except that any accounting principle or practice req to be
changed by the FASB (or other  appropriate  board or  committee  of the FASB) in
order to continue as a generally accepted  accounting  principle or practice may
be so changed. Any dispute or disagreement between the Co-Borrowers and the Bank
relating to the determination of Generally Accepted Accounting Principles shall,
in the absence of manifest  error,  be  conclusively  resolved  for all purposes
hereof by the written opinion with respect thereto, approved by the Bank for the
purpose of auditing the periodic  consolidated  financial statements of Comforce
and its Subsidiaries.

         "Guarantees"  means the  guarantees to be delivered on the Closing Date
to the Bank by each of the  Guarantors and the guarantees to be delivered to the
Bank from time to time hereafter by Persons that become Guarantors subsequent to
the Closing Date, all in the form(s) attached hereto as Exhibit C.

         "Guarantors"  means all now existing or hereafter created  Subsidiaries
of the Co-Borrowers, or any of them other Om the Co-Borrowers.

         "Hazardous  Substance"  or "Hazardous  Substances"  means any material,
including,  without  limitation,  raw,  processed or waste by-product,  which in
itself or as found or used, is toxic, noxious or harmful to the health or safety
of human or animal life or  vegetation,  regardless  of whether such material be
found on or below the  surface of the  ground,  in any  surface  or  underground
water, or airborne in ambient air or in the air inside of any structure built or
located upon or below the surface of the ground, or in any machinery,  equipment
or inventory located or used in any such structure,  including,  but in no event
limited  to,  all  hazardous  materials,  hazardous  wastes,  toxic  substances,
infectious  wastes,  pollutants  and  contaminants  from time to time defined or
classified  as such under any  Environmental  Law,  regardless  of the  quantity
found, used, manufactured or removed from a given location.

         "Indebtedness" means, without duplication,  with respect to any Person,
(a) all  obligations  of such Person for  bon-owed  money or with to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or other similar  instruments,  (c) all  obligations  of such
Person  for the  deferred  purchase  price  of  property  or  services,  (d) all
obligations  of such Person  under  conditional  sale or other  title  retention
<PAGE>

agreements  relating  to  property  purchased  by such  Person,  (e) all payment
obligations of such Person with respect to interest rate or currency  protection
agreements,  (f) all  obligations  of such Person as an account  party under any
letter of credit or in respect of bankers'  acceptances,  (g) all obligations of
any third party  secured by property  or assets of such  Person  (regardless  of
whether or not such Person is liable for repayment of such obligations), (h) all
guarantees  of such  Person  and  (i) the  redemption  price  of all  redeemable
preferred  stock of such  Person,  but only to the  extent  that  such  stock is
redeemable  at the  option of the  holder or  requires  sinking  fund or similar
payments at any time prior to the Termination Date.

         Interest  Period"  means the period  commencing  on the date of making,
renewal or conversion of a Loan to a LIBOR Loan and expiring one, two,  three or
six months thereafter,  as designated by the Co-Borrowers in the notice given to
the Bank under Section 2.4 hereof, provided that:

                  (a) the  initial  Interest  Period  for and LIBOR  Loan  shall
         commence on the date of the making of such Loan  (including the date of
         any  conversion  from a Prime  Rate  Loan)  and  each  Interest  Period
         occurring thereafter in respect of such Loan shall commence on the date
         on which the next preceding Interest Period expires;

                  (b) if any  Interest  Period would  otherwise  expire on a day
         which is not a Banking Day,  such  Interest  Period shall expire on the
         next succeeding  Banking Day, provided,  however,  that if any Interest
         Period would  otherwise  expire on a day which is not a Banking Day but
         is a day of a calendar month after which no further  Banking Day occurs
         (in  such  month),  such  Interest  Period  shall  expire  on the  next
         preceding Banking Day;

                  (c) no Loan shall be continued as or converted to a LIBOR Loan
if at the time of any such  continuation  or conversion a Default or an Event of
Default exists; and

                  (d) no Interest  Period  shall extend  beyond the  Termination
Date.

         "Lending  Office"  means  the  lending  office  of the  Bank  (or of an
affiliate of the Bank)  designated as such on its signature  page hereof or such
other  office  of the (or of an of the  Bank) as the Bank may from  time to time
specify to the  Co-Borrowers as the office by which its Loans are to be made and
maintained..

         "Letter  of  Credit"  means any  Standby  of Credit by the Bank for the
account  of the  Co-Borrowers,  or any of them,  pursuant  to the  terms of this
Agreement.
<PAGE>

         "LIBOR" means, for any LIBOR Loan, the rate per annum (rounded upwards,
if n to the nearest 1/16 of 1%) at which Dollar deposits  approximately equal in
principal  amount to the  requested  LIBOR Loan and for a maturity  equal to the
requested In Period are offered in immediately  available funds to the principal
London  branch of the Bank by leading banks in the London  interbank  market for
dollar deposits at  approximately  10:00 a.m. London time two Banking Days prior
to the first day of the Interest Period for such Loan.

         "LIBOR  Loan"  means  any Loan  when and to the  extent  interest  rate
therefor is determined on the basis of the Reserve Adjusted LIBOR Rate.

         "Lien" means any mortgage,  pledge,  security interest,  hypothecation,
assignment, deposit arrangement,  encumbrance, or preference,  priority or other
security agreement or preferential  arrangement of any kind or nature whatsoever
(including,  without  limitation,  any conditional sale or other title retention
agreement,, any financing lease having substantially the same economic effect as
any of the  foregoing,  and the  filing  of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction).

         "Loans"  means any  extension  of credit  made by the Bank  pursuant to
Section 2.1.

         "Martin" means with respect to LIBOR Loans two percent (2%) per annum.

         "Multiemployer Plan" means a Plan defined as such in Section 4001(a)(3)
of ERISA to which  contributions  have been made by the Co-Borrowers,  or any of
them, or any ERISA Affiliate and which is covered by Title IV of ERISA.

         "Note" means the promissory note of the Borrower in the form of Exhibit
A hereto evidencing the Loans made by the Bank hereunder.

         "Obligations"  mean all of the obligations of the Co-Borrowers,  or any
of them,  or any  Guarantor to the Bank under or in relation to this  Agreement,
the Note, any Loan, any Letters of Credit or any other  Facility  Documents,  as
such  agreements,  documents  and  instruments  are  originally  executed  or as
modified, amended, restated, supplemented or extended from time to time, and all
obligations  of the  Co-Borrowers,  or any of them, or any Guarantor to the Bank
arising out of any  extension,  refinancing or refunding of any of the foregoing
obligations,  whether such obligations are now existing or hereafter acquired or
arising, direct or indirect, joint or several, absolute or contingent, due or to
become  due,  matured  or  unmatured,  liquidated  or  unliquidated,  arising by
contract, operation of law or otherwise.

         "PBGC" means the Pension Benefit Guaranty Corporation and any to any or
all of its functions under ERISA.

         "Permitted  Acquisition"  means an  Acquisition of 100% of the stock or
assets of another Person if the following criteria are satisfied: (i) the target
<PAGE>

company is in a similar line of business as the acquiring Co-Borrower and is org
under the laws of the United States (or the assets to be acquired am utilized in
a similar  line of  business  and are  located in the United  States);  (ii) the
Acquisition  is to be  non-hostile  in nature;  (iii)  prior to and  immediately
following  such  Acquisition,  there  shall not be a Default or Event of Default
under this Agreement;  (iv) such stock or assets are purchased free and clear of
any liens and encumbrances  and, in the case of stock,  free of any restrictions
on transfer under federal and state securities laws and regulations; (vi) if the
target company  becomes a Subsidiary of any Co-Borrower or any Guarantor (or the
assets  to be  held in a  newly  formed  subsidiary  of any  Co-Borrower  or any
Guarantor),  (a) such  Agreement  in favor of the Bank and (b) the  owner of the
capital stock of such Subsidiary shall be required to pledge 100% of the capital
stock of such  Subsidiary  to secure the  Obligations  hereunder;  and (vii) the
aggregate  consideration  (including,  without  limitation,  cash, notes, bonds,
debentures,  or  other  securities,  on  costs,  guarantees  made  or and  other
contingent obligations,  assumed liabilities,  compensation to be paid to former
shareholders  of the  target  company  pursuant  to any  employment  agreements,
consulting agreements or non-compete agreements,  fees, earn-out provisions, any
deferred  portions of the purchase price or any other costs or expenses incurred
in connection with the acquisition)  shall not exceed (a) $2,500,000 for any one
such  acquisition  and (b)  $5,000,000 in the aggregate  during the term of this
Agreement.

         "Permitted  Investments"  means:  (i) direct  obligations of the United
States of America or any governmental agency thereof, or obligations  guaranteed
by the United States of America,  provided that such  obligations  mature within
one year from the date of acquisition  thereof;  or (ii) dollar denominated time
certificates  of  deposit  having a maturity  of one year or less  issued by any
commercial  bank  organized and existing  under the laws of the United States or
any  state  thereof  and  having  aggregate  capital  and  surplus  in excess of
$1,000,000,000;  or (iii) money market  mutual funds having  assets in excess of
$2,500,000,000;  or (iv) commercial paper having a maturity of not more than one
year  rated not less than P-1 or A-1 or their  equivalent  by  Moody's  Investor
Services,  Inc.  or  Standard & Poor's  Corporation,  respectively;  or (v) debt
securities rated AA or better by Moody's Investor  Services,  Inc. or Standard &
Poor's  Corporation,  provided that such securities  mature within one year from
the date of acquisition thereof.

         "Permitted  Liens"  means those  certain  Liens  defined in Section 8.2
hereof.

         "Person" means an individual, partnership, corporation, business trust,
joint  stock  company,  trust,   unincorporated   association,   joint  venture,
governmental authority or other entity of whatever nature.

         "Plan"  means  any  employee  benefit  or  other  plan  established  or
maintained,  or to which  contributions have been made, by the Co-Borrowers,  or
any of them or any ERISA  Affiliate and which is covered by Title IV of ERISA or
to which  Section  412 of the Code  applies  provided  that such term  shall not
include plans terminated prior to the date hereof.
<PAGE>

         "Pledge Agreement" means, a Pledge Agreement  substantially in the form
of Exhibit "E" to be delivered to the Bank by each of the  Co-Borrowers  and the
Guarantors that owns capital stock of a Subsidiary of the  Co-Borrowers,  or any
of them.

         "Prime Rate" means that rate of interest from time to time announced by
the Bank at its principal office as its prime commercial lending rate.

         "Prime  Rate Loan"  means any Loan when and to the extent the  interest
rate therefor is determined on the basis of the Prime Rate.

         "PSST" means Project Staffing Support Team, Inc.

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as the same may be amended or  supplemented  from time to
time.

         "Regulatory  Change" means,  with respect to the Bank, any change after
the Closing Date in United States federal,  state,  municipal or foreign laws or
regulations  (including  Regulation D) or the adoption or making after such date
of any  interpretations,  directives  or  requests  applying to a class of banks
including the Bank under any United States, federal, state, municipal or foreign
laws or  regulations  (whether  or not  having the force of law) by any court or
governmental  or monetary  authority  charged  with the in on or  administration
thereof.

         "Reportable Event" means any of the events set forth in Section 4043(b)
of  ERISA  as to  which  events  the  PBGC  by  regulation  has not  waived  the
requirement  of Section  4043(a) of ERISA that it be notified  within 30 days of
the occurrence of such event.

         "Reserve  Adjusted  LIBOR Rate"  means,  with  respect to the  Interest
Period for each LIBOR Loan, the rate per annum  (rounded  upwards to the nearest
whole multiple of 1/100th of one percent) equal to the following:

                                     LIBOR
                          ________________________________
                    1.00- Eurocurrency Reserve Requirements.

         "Revolving  Credit  Facility"  means the aggregate of all extensions of
credit to be made  available  to the  Borrower by the Bank,  all as provided for
pursuant to Article 2 hereof.

         "Security  Agreement" means a security  agreement in substantially  the
form of Exhibit  D-1, to be delivered to the Bank on the Closing Date by each of
the Co-Borrowers and substantially in the form of Exhibit D-2 to be delivered to
the Bank by each of the Guarantors and from time to time under the terms of this
Agreement by Persons becoming subsequent to the Closing Date.

         "Solvent" means when used with to any Person on a particular date, that
on such  date:  (a) the fair  saleable  value of its is in  excess  of the total
amount  of  its  liabilities,  including,  without  
<PAGE>

limitation,  the reasonably  expected amount of such Person's  obligations  with
respect to contingent  liabilities,  (b) the present fair saleable  value of the
assets of such  Person is not less than the amount  that will be required to pay
the  probable  liability  of such  Person  on its  Indebtedness  as they  become
absolute  and  matured,  (c) such Person does not intend to and does not believe
that it will, incur  Indebtedness or liabilities beyond such Person's ability to
pay as such  Indebtedness  and  liabilities  mature  and (d) such  Person is not
engaged in business or a  transaction  for which such  Person's  property  would
constitute an unreasonably small capital.

         "Standby  Letter of Credit" means a standby letter of credit as defined
in the  International  Chamber of  Commerce  Uniform  Customs and  Practice  for
Documentary  Credits.  1993 Revision,  ICC  Publication No. 500 or any successor
publication thereof.

         "Subordinated  Debt" means unsecured  Indebtedness of the Co-Borrowers,
or any of them, that is subordinated,  on the terms  satisfactory to the Bank in
its sole discretion, to the obligations of the Co-Borrowers,  or any of them, to
the Bank under this Agreement.

         "Subsidiary",  with  respect to any Person,  means any  corporation  or
other entity of which at least a majority of the securities or other  ownerships
interests  having  ordinary  voting power  (absolutely or  confinently)  for the
election of or other persons  performing  similar functions are, at the relevant
time, owned directly or indirectly by such Person.

         "Taxes" means any and all levies due and payable to any federal, state,
municipality or other governmental authority under the laws of the United States
of  Amenca,  any  state  of the  United  States  and any  municipality  or other
governmental authority thereof.

         "Termination  Date" means the earlier to occur of (a) the date on which
the Commitment shall terminate hereunder and (b) June ___, 1998.

         "Unfunded  Vested  Liabilities"  means,  with respect to any Plan,  the
amount (if any) by which the present value of all vested benefits under the Plan
exceeds the fair market value of all Plan assets allocable to such benefits,  as
determined on the most recent  valuation date of the Plan and in accordance with
the  provisions  of  ERISA  for  calculating  the  potential  liability  of  the
Co-Borrowers,  or any of or any ERISA  Affiliate  to the PBGC or the Plan  under
Title W of ERISA.

         Section 1.2.      Accounting Terms.

         All accounting terms not specifically defined herein shall be construed
in  accordance  with GAAP,  and all  financial  data  required  to be  delivered
hereunder shall be prepared in accordance with GAAP.
<PAGE>

                                   ARTICLE 2.
                           REVOLVING CREDIT FACILITY.


         Section 2.1.       Revolving Credit Loans.

         Subject to the terms and conditions of this Agreement,  the Bank agrees
to make revolving credit loans in Dollars (the "Loans") to the Co-Borrowers from
time  to  time,  from  and  including  the  date  hereof  to but  excluding  the
Termination Date, up to but not exceeding at any one time outstanding the amount
of the Commitment;  provided,  that no Loan shall be made if after giving effect
to such Loan the  Aggregate  Outstandings  at the time of such Loan would exceed
the lesser of the (i)  Commitment or (ii) the  Borrowing  Base in effect on such
date. The Loans may be outstanding as Prime Rate Loans or LIBOR Loans; provided,
however,  that during the occurrence and continuance of an Event of Default, the
Co-Borrowers  may not elect and the Bank shall have no  obligation to make LIBOR
Loans.  Subject to the foregoing limits, the Co-Borrowers may borrow,  repay and
reborrow,  on or after the date hereof and prior to the Termination Date, all or
a portion of the Commitment hereunder.  Any amount of any Loan not paid when due
(at maturity, on acceleration or otherwise) shall bear interest thereafter until
paid at the rate set forth in Section 3.3(c) hereof.

         Section 2.2.      The Note.

         The Loans shall be evidenced by a promissory  note in favor of the Bank
substantially in the form of Exhibit A hereto with appropriate insertions,  duly
executed and  completed by the  Co-Borrowers.  The Bank is hereby  authorized to
record  the date,  type and  amount of each  Loan,  the date and  amount of each
payment of principal  thereof,  and the  principal  amount  subject  thereto and
interest rate with respect thereto in the Bank's records and/or on the schedules
annexed to and  constituting a part of the Note, and, absent manifest error, any
such  recordation  shall  constitute  conclusive  evidence of the information so
recorded;  provided that the failure to make any such  recordation  shall not in
any way affect the obligation of the  Co-Borrowers to repay the Loans.  The Note
(a) shall be dated the date hereof,  (b) be stated to mature on the  Termination
Date and (c) shall bear  interest on the unpaid  principal  amount  thereof from
time to time outstanding as provided herein.

         Section 2.3.  Use of Proceeds.

         (a) The  Co-Borrowers  shall use the  proceeds  of the Loans (i) on the
date of this  Agreement,  to pay in full Existing Bank Debt and (ii) for general
working  capital  purposes.  No part of the proceeds of any of the Loans will be
used for any purpose which violates the provisions of Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System as in effect on the date of
making such Loans.

         (b) The  Co-Borrowers  agree to indemnify  the Bank and its  directors,
officers, employees,  affiliates, agents or other representatives,  and hold the
Bank and its respective directors,  officers,  employees,  affiliates, agents or
other  representatives,  harmless  from  and  against  any and all  liabilities,
losses, damages, costs and expenses of any kind (including,  without limitation,
the  reasonable  fees and expenses of counsel for any such Person in  connection
with any investigative,  administrative or judicial  proceeding,  whether or not
such Person shall be  designated a party  thereto)  which may be incurred by any
such  Person,  relating  to or arising  out of this  Agreement  or any actual or
proposed use of any proceeds of Loans hereunder.

         Section 2.4.  Borrowing  Procedure for Loans:  Rate and Interest Period
Selection: Conversions.

         (a) The  Co-Borrowers  may  request a  borrowing  under the  Commitment
hereunder as provided in Section 3. 1. Not later than 3:00 p.m. New York time on
the date of such  borrowing,  the Bank shall,  through  its  Lending  Office and
subject to the conditions of this  Agreement,  make the amount of the Loan to be
made on such date available to the Co-Borrowers, in immediately available funds,
by crediting an account of the  Co-Borrowers  designated by the Co-Borrowers and
maintained with the Bank.

         (b) In the case of a LIBOR  Loan,  the  Co-Borrowers  shall  select  an
Interest  Period of any duration in accordance  with the  definition of Interest
Period in Section 1.1,  subject to the limitations that no Interest Period for a
LIBOR Loan shall have a duration  less that one month,  and if any such proposed
Interest Period would  otherwise be for a shorter  period,  such Interest Period
shall not be available.

         (c) Upon the  expiration  of an  Interest  Period for any Loan,  or any
portion thereof,  such Loan or portion thereof shall be automatically  continued
as a Prime  Rate Loan  except  to the  extent  that  such  Loan  shall be repaid
hereunder or unless the  Co-Borrowers  shall have notified the Bank, as provided
in Section 3.1 hereof,  of their  intention to select a different  interest rate
option  with  respect  to  such  Loan or any  portion  thereof.  Subject  to the
following  conditions  and to the terms and  conditions of this  Agreement,  the
Co-Borrowers  shall have the right to convert  any Loan or portion  thereof to a
different  type of Loan  (i.e.,  from a Prime  Rate Loan to a LIBOR Loan or vice
versa):

                  (i) if less  than all Loans at the time  outstanding  shall be
         converted,  the  notice  given by the  Co-Borrowers  to the Bank  shall
         specify the aggregate amount of Loans in each case to be converted;

                  (ii) in the case of a conversion of less than all  outstanding
         Loans,  the aggregate  principal  amount of Loans to be converted shall
         not be less than (i) 500,000  (and if greater in integral  multiples of
         $100,000)  in the case of  conversions  to or into  LIBOR  Loans or (2)
         $100,000 (and if greater in integral multiples of $100,000) in the case
         of conversions to or into Prime Rate Loans;

                  (iii)  no Loan may be converted to a LIBOR Loan less  than one
         month  before  the Termination Date;

                  (iv) a LIBOR Loan may be converted to a different type of Loan
         only on the  last  day of the  then  applicable  Interest  Period  with
         respect thereto; and

                  (v)  no Loan or portion  thereof  may be  converted to a LIBOR
         Loan  during  the occurrence and continuance of an Event of Default.

         Section 2.5.      Minimum Amounts of Revolving Credit Loan.

         Except for borrowings,  conversions or  continuations  which involve or
utilize the full remaining amount of the Commitment and payments which result in
the  prepayment of all Prime Rate Loans,  each  borrowing and payment of a Prime
Rate Loan shall be in an amount at least  equal to  $100,000  and,  if  greater,
integral multiples of $100,000 in excess thereof. Each borrowing of a LIBOR Loan
shall be in an amount at least  equal to $500,000  and, if greater,  in integral
multiples of $100,000 in excess thereof.

         Section 2.6.      Letters of Credit - Generally.

         Subject to the terms and conditions set forth in this  Agreement,  upon
written request of the Co-Borrowers to the Bank in accordance herewith, provided
that no Default  or Event of Default  shall be  existing,  the Bank shall  issue
Letters of Credit at any time between the date hereof and the Termination  Date.
Notwithstanding  the  foregoing,  at no time shall  Aggregate  Letters of Credit
Outstanding  exceed  $250,000 and no Letter of Credit shall be issued or created
if after giving effect to such issuance the foregoing limit would be exceeded or
the Aggregate Outstandings would exceed the lesser of (i) the Commitment or (ii)
the Borrowing Base in effect on such date. Furthermore, notwithstanding anything
contained herein to the contrary,  the Bank shall not be under any obligation to
issue a Letter  of  Credit  if any  order,  judgment  or  decree  of any  court,
arbitrator  or  governmental  authority  shall  purport  by its terms to enjoin,
restrict or restrain  the Bank in any respect  relating to the  issuance of such
Letter of Credit or a similar letter of credit,  or any law,  rule,  regulation,
policy, guideline or directive (whether or not having the force of law) from any
governmental  authority with jurisdiction over the Bank shall prohibit or direct
the Bank in any respect  relating to the  issuance of such Letter of Credit or a
similar  letter of credit,  or shall  impose  upon the Bank with  respect to any
Letter of Credit,  any restrictions,  any reserve or capital  requirement or any
loss,  cost or expense not  reimbursed  by the  Co-Borrowers  to the Bank.  Each
request  for  issuance  of a Letter  of  Credit  shall be in  writing  on a form
approved by the Bank from time to time and  irrevocable and shall be received by
the Bank by no later than 12:00  p.m.  on the day which is at least two  Banking
Days prior to the proposed  date of issuance.  Such  issuance  shall occur by no
later than 5:00 p.m. on the  proposed  date of issuance  (assuming  proper prior
notice as aforesaid).  Subject to the terms and conditions contained herein, the
expiration dates,  amounts and beneficiaries of the Letters of Credit will be as
designated  by the  Co-Borrowers.  Each  Letter  of  Credit  issued  by the Bank
hereunder shall identify:(i) the dates of issuance and expiration of such Letter
of  Credit,  (ii) the  amount of such  Letter of  Credit  (which  shall be a sum
certain),  (iii) the beneficiary and account party of such Letter of Credit and,
(iv) the drafts and other  documents  necessary to be presented to the Bank upon
drawing  thereunder.  No Letter of Credit  shall expire more than one year after
its  issuance,  and in no event  shall any  Letter of  Credit  expire  after the
Banking Day which is immediately prior to the Termination Date. Furthermore,  no
Letter of Credit will be issued for a term which exceeds the usual and customary
term, as determined  by the Bank in its sole  discretion,  for letters of credit
issued for similar  purposes.  The Co-Borrowers  agree to execute and deliver to
the Bank such further documents and instruments in connection with any Letter of
Credit issued  hereunder as the Bank in accordance with its customary  practices
may request.

         (a) Drawings Under Letters of Credit. The Co-Borrowers hereby,  jointly
and  severally,  absolutely and  unconditionally  promise to (a) pay the Bank on
demand but in any event on the day of any drawing  under a Letter of Credit,  in
immediately  available  funds,  the amount of such drawing  under such Letter of
Credit,  or (b), by 5:00 p.m.,  New York,  New York time, on the day of any such
drawing,  request a Prime Rate Loan pursuant to Section 2.4 hereof  Requests for
Prime Rate Loans  pursuant to this Section  2.6(a) only shall be effective  upon
receipt.  The  Co-Borrowers  shall pay to the Bank  interest on any amounts with
respect to any such Letters of Credit not paid when due (i.e., the amount of any
drawing  which is not paid or  converted  to a Prime Rate Loan on the day of any
such drawing  pursuant to the provisions of this Agreement) until paid at a rate
per annum equal to the Default  Rate which would be  applicable  to a Prime Rate
Loan in an amount equal to such past due amount.  If the Co-Borrowers so request
in accordance  with the terms hereof and if each of the conditions  precedent to
the  making  of a Loan set  forth  in  Article  5 of this  Agreement  have  been
satisfied on the day of a drawing  under a Letter of Credit,  the amount of such
drawing,  shall become a Prime Rate Loan made by the Bank to the Co-Borrowers on
such day. The  Co-Borrowers may convert any such Prime Rate Loan to a LIBOR Loan
in accordance with the provisions of Section 2.4 hereof.

         (b)      Letter of Credit Obligations Absolute.

         The  obligation of the  Co-Borrowers  to reimburse the Bank as provided
hereunder in respect of drawings or payments  under Letters of Credit shall rank
pari passu with the obligation of the Co-Borrowers to repay the Loans hereunder,
shall be joint  and  several,  absolute  and  unconditional  obligations  of the
Co-Borrowers  under any and all circumstances and shall be secured pro rata with
the other Obligations (if any) pursuant to the Security Agreement(s), the Pledge
Agreements,  the Guarantees and all other Facility  Documents . Without limiting
the generality of the foregoing, the obligation of the Co-Borrowers to reimburse
the Bank in respect of drawings  under Letters of Credit shall not be subject to
any defense based on the non-application or misapplication by the beneficiary of
the  proceeds  of any such  payment or the  legality,  validity,  regularity  or
enforceability  of the Letters of Credit or any related  document or any dispute
between or among the Co-Borrowers, or any of them, the beneficiary of any Letter
of Credit or any  financing  institution  or other  party to which any Letter of
Credit may be transferred.  The Bank may pay any draft presented to it under any
Letter of Credit regardless of when drawn or made and whether or not negotiated,
if such draft,  accompanying certificate or documents and any transmittal advice
are presented or negotiated  on or before the  expiration  date of the Letter of
Credit or any renewal or extension  thereof then in effect,  and conforms to the
terms and conditions of such Letter of Credit. Furthermore, neither the Bank nor
any of its  correspondents  shall be responsible,  as to any document  presented
under a Letter of Credit which appears to be regular on its face, and appears on
its face to conform to the terms of the Letter of Credit,  for the  validity  or
sufficiency of any signature or  endorsement,  for delay in giving any notice or
failure of any instrument to bear adequate reference to the Letter of Credit, or
for  failure of any person to note the amount of any draft on the reverse of the
Letter of Credit.

         (ii) Any action, inaction or omission on the part of the Bank or any of
its  correspondents  under or `m  connection  with any  Letter  of Credit or the
related instruments,  documents or property,  if in good faith and in conformity
with such laws, regulations or customs as are applicable,  shall be binding upon
the Co-Borrowers and shall not place the Bank or any of its correspondents under
any  liability to the  Co-Borrowers,  in the absence of (i) gross  negligence or
willful  misconduct by the Bank or its correspondents or (ii) the failure by the
Bank to pay under a Letter of Credit after presentation of a draft and documents
strictly  complying  with such  Letter of  Credit.  The Bank's  rights,  powers,
privileges  and  immunities  specified in or arising under this Agreement are in
addition  to any  heretofore  or at any  time  hereafter  otherwise  created  or
arising,  whether by statute or rule of law or  contract.  All Letters of Credit
issued  hereunder  will,  except  to the  extent  otherwise  expressly  provided
hereunder,  be governed by the Uniform  Customs  and  Practice  for  Documentary
Credits (1993 Revision), International Chamber of Commerce, Publication No. 500,
and any subsequent revisions thereof.

         (c) Use of Proceeds.  The Co-Borrowers  shall utilize Letters of Credit
hereunder (i) to support offsite payroll  services of the  Co-Borrowers  and the
Guarantors,  (ii)  in  lieu  of  cash  security  deposits  to  be  made  by  the
Co-Borrowers  and the  Guarantors  in  connection  with  operating  leases to be
entered into by the  Co-Borrowers  and the  Guarantors  and (iii) with the prior
written consent of the Bank for other general corporate purposes. No part of the
proceeds of any Letter of Credit will be used for any purpose which violates the
provisions  of  Regulation G, T, U or X of the Board of Governors of the Federal
Reserve  System as in  effect  on the date of  issuance,  drawing,  creation  or
maturity with respect to any such Letter of Credit.

         Section 2.7.      Reduction of Commitment.

         (a) The  Co-Borrowers  shall have the right to reduce or terminate  the
amount of the  unused  Commitment  at any time and from  time to time,  provided
that:  (i) the  Co-Borrowers  shall  give  notice  of  each  such  reduction  or
termination  to the Bank as  provided  in  Section  3.1,  and (ii) each  partial
reduction  shall be in an aggregate  amount at least equal to $1,000,000  or, if
greater, in integral multiples of $1,000.000.

         (b) The Commitment, once reduced or terminated, may not be reinstated.
<PAGE>

                                   ARTICLE 3.
                  GENERAL CREDIT PROVISIONS; FEES AND PAYMENTS.

         Section 3.1.      Certain Notices.

         Except  as  otherwise  provided  in  this  Agreement,  notices  by  the
Co-Borrowers  to the  Bank of each  borrowing  pursuant  to  Section  2.4,  each
prepayment  pursuant  to Section  3.2,  each  reduction  or  termination  of the
Commitment  pursuant to Section 2.7 and each conversion or continuation of Loans
pursuant to Section 2.4 shall be irrevocable  and shall be effective on the date
of receipt only if received by the Bank, by not later than 12:00 noon,  New York
City  time,  and (a) in the case of  borrowings  and (in the case of Prime  Rate
Loans only)  prepayments of (i) Prime Rate Loans,  if given the date thereof and
(ii) LIBOR Loans, if given three Banking Days prior thereto;  (b) in the case of
reductions or terminations of the Commitments,  given 15 days prior thereto; and
(c) in the case of  conversions  or  continuations  pursuant to Section  2.4, if
given  three  Banking  Days  prior  thereto  in the  case of  conversions  to or
continuations  of LIBOR  Loans and if given on the date  thereof  in the case of
conversions to Prime Rate Loans. Each such notification shall specify the amount
of the borrowing,  the type of Loan (i.e.,  Prime Rate Loan or LIBOR Loan),  the
date of the proposed  borrowing,  whether  such Loan  represents  an  additional
borrowing, a continuation or a conversion,  and in the case of a LIBOR Loan, the
Interest Period to be used in the computation of interest with respect  thereto.
Each such notice relating to a reduction or termination of the Commitment  shall
specify the amount of the Commitment to be reduced or terminated.

         Section 3.2.      Prepayments.

         (a) The Co-Borrowers  shall have the right at any time and from time to
time to prepay any Prime Rate Loan, in whole or in part; provided, however, that
each  such  partial  prepayment  of a Prime  Rate  Loan  shall  be in a  minimum
aggregate  principal  amount of  $100,000  or, if greater  in amounts  which are
integral multiples of $100,000.  Except as required by paragraph (b) below or on
the last day of an Interest Period with respect thereto,  the Co-Borrowers shall
not be permitted to prepay LIBOR Loans.

         (b) In the event that the Aggregate  Outstandings  exceed the lesser of
the  Commitment or the then  applicable  Borrowing Base at any time prior to the
Termination  Date, the Co-Borrowers  shall promptly pay or prepay so much of the
Loans outstanding as shall be necessary in order that the Aggregate Outstandings
will not exceed  the  lesser of the  Commitment  or the  Borrowing  Base then in
effect. All prepayments under this subparagraph shall be subject to Section 4.1.

         (c) All  prepayments  required by paragraph  (b) above shall be applied
first to Prime Rate Loans outstanding and then to LIBOR Loans outstanding.

         (d)  All  prepayments  made  pursuant  to this  Section  3.2  shall  be
accompanied by the payment of all accrued  interest on the amount so prepaid and
by all  amounts  required  to be paid  pursuant  to  Section  4.1 in  connection
therewith.

         (e) If, after making the mandatory prepayment required by paragraph (b)
above,  the  Aggregate  Letters of Credit  Outstanding  exceed the lesser of the
Commitment or the then  applicable  Borrowing  Base, the  Co-Borrowers  agree to
provide the Bank with Cash Collateral in an amount equal to such excess.

         Section 3.3.      Interest on Loans.

         (a) Prime  Rate  Loans.  The  Co-Borrowers  shall pay  interest  on the
outstanding and unpaid  principal amount of each Prime Rate Loan made under this
Agreement at a  fluctuating  rate per annum equal to the Prime Rate from time to
time  in  effect.   Each  change  in  the   interest   rate  shall  take  effect
simultaneously  with the corresponding  change in the Prime Rate. Interest shall
be  calculated  on the basis of the actual  number of days elapsed  divided by a
year of three hundred sixty (360) days and shall be paid to each Bank in arrears
on the first day of each month commencing August 1, 1996, and on the Termination
Date.

         (b) LIBOR Loans. The Co-Borrowers shall pay interest on the outstanding
and unpaid  principal  amount of each LIBOR Loan made under this  Agreement  for
each Interest Period  applicable to such LIBOR Loan at a rate per annum equal to
the Reserve  Adjusted LIBOR Rate in effect with respect thereto plus the Margin.
Interest  shall be  calculated on the basis of the actual number of days elapsed
divided  by a year of three  hundred  sixty  (360) days and shall be paid to the
Bank monthly in arrears on the last day of each one-month  period  following the
commencement of such Interest Period and on the last day of such Interest Period
and on the Termination Date.

         (c) Post-Default.  If any payment of principal, interest or fees is not
made by the Co-Borrowers to the Bank as and when due hereunder, the Co-Borrowers
shall pay  additional  interest  with  respect  to such  payment  calculated  as
follows:  the amount past due  multiplied by the Default Rate  multiplied by the
number of days the payment is past due. In addition,  if any Default or Event of
Default has occurred and is continuing  hereunder,  all Loans, and all interest,
fees or other amounts due hereunder,  to the extent permitted by applicable law,
may, at the option of the Bank,  bear  interest  (payable on demand,  and in any
event  on the last  day of each  month,  and  computed  daily on the  basis of a
360-day year for actual days elapsed) at the Default Rate until paid. No payment
of  interest  at the  Default  Rate  pursuant  to the  second  sentence  of this
subsection  shall be  required  in respect of any amount for which a payment has
been  made  pursuant  to the first  sentence  of this  subsection.  In no event,
however,  shall interest  payable  hereunder be in excess of the maximum rate of
interest  permitted under applicable law. The obligation to so pay interest upon
any  reimbursement  obligation  of the  Co-Borrowers  to the Bank  shall  not be
construed so as to waive the requirement for reimbursement on the same date that
payment is made by the Bank as set forth in this Agreement.
         Section 3.4.      Commitment Fee.

         The Co-Borrowers  shall pay to the Bank a commitment fee for the period
from and including the date hereof to and excluding the  Termination  Date equal
to 1/4 of 1% per annum on the average  daily  unused  portion of the  Commitment
during the  applicable  period.  The  commitment  fee shall be calculated on the
basis  of a year of 360  days  for  the  actual  number  of  days  elapsed.  The
commitment  fee shall be due and payable  quarterly  in on the first day of each
calendar quarter and on the Termination Date.

         Section 3.5.      [Reserved].

         Section 3.6.      Letter of Credit.

         The  Co-Borrowers  shall pay to the Bank, one percent (1.00%) per annum
of the face amount of each Letter of Credit,  subject to the minimum fee of $750
per annum with  respect to each Letter of Credit,  payable,  in advance,  at the
time of issuance of such Letter of Credit. In addition,  the Co-Borrowers  shall
pay to the Bank  transaction  fees in an amount or  amounts  which are  normally
charged by the Bank to  comparable  customers in  connection  with the issuance,
payment, processing or amendment of Letters of Credit generally.

         Section 3.7.      Payments Generally.

         (a) All payments  under this  Agreement  or the Note,  shall be made in
Dollars in immediately  available funds to the Bank not later than 1:00 p.m. New
York City time on the  relevant  dates  specified  above (each such payment made
after  such  time on such due date is to be deemed to have been made on the next
succeeding  Banking Day), to the Bank's office at 395 North Service Road,  Suite
302,  Melville,  New York 11747.  The  Co-Borrowers  will notify the Bank of any
payment pursuant to the provisions of this Section at the same time it makes any
such  payment.  The Bank may (but shall not be obligated to) debit the amount of
any such payment to any ordinary deposit account of any of the Co-Borrowers with
the Bank. The Co-Borrowers  shall, at the time of making each payment under this
Agreement or the Note, specify to the Bank the principal or other amount payable
by the Co-Borrowers under this Agreement or the Note to which such payment is to
be applied; provided,  however, that in the event that the Co-Borrowers fails to
so  specify,  or if a  Default  or an  Event  of  Default  has  occurred  and is
continuing,  the Bank  shall  apply  such  payment  as it may  elect in its sole
discretion.  If the due date of any  payment  under this  Agreement  or the Note
would  otherwise  fall on a day  which  is not a B g Day,  such  date  shall  be
extended to the next  succeeding  Banking Day and interest  shall be payable for
any principal so extended for the period of such extension.

         (b) All payments made by the  Co-Borrowers  under this  Agreement,  the
Note or the other  Facility  Documents  shall be made  free and  clear  of,  and
without  deduction  or  withholding  for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or  withholdings,  now or  hereafter  imposed,  levied,  collected,  withheld or
assessed by any  governmental or taxing  authority of any  jurisdiction  located
outside  of the  United  States,  excluding  income  taxes and  franchise  taxes
(imposed in lieu of income  taxes)  imposed on the Bank as a result of a present
or former  connection  between the  jurisdiction of the government or the taxing
authority  imposing such tax and the Bank (excluding a connection arising solely
from such Bank having  executed,  delivered,  or performed  its  obligations  or
received a payment under,  or enforced,  this  Agreement,  the Note or the other
Facility Documents) or any political  subdivision or taxing authority thereof or
therein (all such non-excluded taxes, levies,  imposts,  duties,  charges, fees,
deductions and withholdings being hereinafter called "Taxes").  If any Taxes are
withheld  from any amounts  payable to the Bank  hereunder or under the Facility
Documents,  the amounts so payable to the Bank shall be  increased to the extent
necessary to yield to the Bank (after payment of all Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement,  the Note and the other  Facility  Documents.  Whenever any Taxes are
payable  by  the  Co-Borrowers,   as  promptly  as  possible   thereafter,   the
Co-Borrowers  shall send to the Bank, a certified  copy of an original  official
receipt   received  by  the  Co-Borrowers   showing  payment  thereof.   If  the
Co-Borrowers fail to pay any Taxes when due to the appropriate  taxing authority
or fail to remit to the Bank the required receipts or other required documentary
evidence,  the Co-Borrowers  shall indemnify the Bank for any incremental taxes,
interest  or  penalties  that may become  payable by the Bank as a result of any
such failure. The agreements in this subsection shall survive the termination of
this  Agreement  and the Facility  Documents and the payment of the Note and all
other amounts payable hereunder or thereunder.


                                   ARTICLE 4.
                             YIELD PROTECTION, ETC.


         Section 4.1.      Certain Compensation.

         (a) The  Co-Borrowers  hereby agree to  indemnify  the Bank against any
loss or expense which the Bank may sustain or incur as a  consequence  of any of
the following:

                  (i) the receipt or recovery by the Bank,  whether by voluntary
         prepayment,  acceleration  or otherwise,  of all or any part of a LIBOR
         Loan prior to the last day of an Interest Period applicable thereto;

                  (ii) the conversion,  prior to  the  last day of an applicable
         Interest Period,  of a LIBOR Loan into a Prime Rate Loan;

                  (iii) the  failure  by the  Co-Borrowers  to borrow  any LIBOR
         Loan, convert any Prime Rate Loan to a LIBOR Loan or continue any LIBOR
         Loan on the  date  of  borrowing,  conversion  or  continuation  by the
         Co-Borrowers pursuant to the provisions hereof; or
                  (iv) the failure by the Co-Borrowers to pay, punctually on the
         due date thereof,  any amount payable by the Co-Borrowers  with respect
         to or on account of any LIBOR Loan.

         Without limiting the effect of the foregoing,  the amount to be paid by
the  Co-Borrowers  to the Bank in order  to so  indemnify  the Bank for any loss
occasioned  by any of the events  described in the preceding  paragraph,  and as
liquidated  damages  therefor,  shall be equal to the excess,  discounted to its
present  value as of the date paid to the Bank,  of (i) the  amount of  interest
which  otherwise  would  have  accrued  on the  principal  amount  so  received,
recovered,  converted or not borrowed during the period (the "Indemnity Period")
commencing with the date of such receipt,  recovery,  conversion,  or failure to
borrow to the last day of the applicable  Interest Period for such LIBOR Loan at
the rate of  interest  applicable  to such LIBOR  Loan (or the rate of  interest
agreed to in the case of a failure to  borrow)  provided  for  herein  (prior to
default)  over (ii) the  amount of  interest  which  would be earned by the Bank
during the  Indemnity  Period if it invested the  principal  amount so received,
recovered,  converted or not borrowed at the rate per annum  approximately equal
to LIBOR, as the case may be, on an amount approximately equal to such principal
amount for a period of time comparable to such Indemnity Period.

         (b) A certificate as to any additional amounts payable pursuant to this
Section 4.1 setting forth the basis and method of determining such amounts shall
be conclusive,  absent manifest error, as to the  determination  by the Bank set
forth therein if made reasonably and in good faith. The  Co-Borrowers  shall pay
to the Bank any  amounts so  certified  by the Bank within 10 days of receipt of
any such  certificate.  For purposes of this Section 4.1, all  references to the
"Bank" shall be deemed to include any  participant in this Agreement  and/or the
Loans.

         Section 4.2.      Additional Costs.

         (a) The Co-Borrowers  shall pay to the Bank, from time to time,  within
two days of the  demand of the Bank,  such  amounts  as the Bank may  reasonably
determine  to be  necessary  to  compensate  it for any  costs  which  the  Bank
reasonably  determines  are  attributable  to its obligation to make any Loan or
issue any Letter of Credit hereunder,  or any reduction in any amount receivable
by the Bank  hereunder in respect of any such Loans or Letters of Credit or such
obligation  (such increases in costs and reductions in amounts  receivable being
herein called "Additional  Costs"),  resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts  payable to the Bank under this
Agreement or the Note or any Letter of Credit in respect of any such obligations
(other than taxes  imposed on the overall net income of the Bank for any of such
obligations by the  jurisdiction  in which the Bank has its principal  office or
Lending  Office);  or (ii)  imposes or modifies any  reserve,  special  deposit,
deposit  insurance or  assessment,  minimum  capital,  capital  ratio or similar
requirements  relating to any  extensions  of credit or other  assets of, or any
deposits with or other  liabilities of, the Bank (including any of such Loans or
any  deposits  referred to in the  definitions  of "LIBOR  Loans" or "Letters of
Credit"); or (iii) imposes any other condition affecting this Agreement,  or the
Note (or any of such  extensions  of credit  or  liabilities)  or any  Letter of
Credit and the Bank's obligations with respect thereto. The Bank will notify the
Co-Borrowers  of any event occurring after the date of this Agreement which will
entitle the Bank to compensation  pursuant to this Section 4.2(a) as promptly as
practicable  after it obtains  knowledge  thereof and determines to request such
compensation.

         (b) Without  limiting the effect of the  foregoing  provisions  of this
Section 4.2, in the event that,  by reason of any  Regulatory  Change,  the Bank
either (i) incurs  Additional  Costs based on or measured by the excess  above a
specified level of the amount of a category of deposits or other  liabilities of
the Bank which  includes  deposits by reference  to which the  interest  rate on
LIBOR  Loans is  determined  as  provided  in this  Agreement  or a category  of
extensions of credit or other assets of the Bank which  includes  LIBOR Loans or
(ii)  becomes  subject  to  restrictions  on the  amount of such a  category  of
liabilities  or assets which it may hold,  then, if the Bank so elects by notice
to the  Co-Borrowers,  the obligation of the Bank to make LIBOR Loans  hereunder
shall be suspended until the date such Regulatory  Change ceases to be in effect
(in which case the provisions of Section 4.5 shall be applicable).

         (c) Without  limiting the effect of the  foregoing  provisions  of this
Section 4.2 (but without  duplication),  the Co-Borrowers  shall pay to the Bank
from time to time on request such amounts as the Bank may  reasonably  determine
to be  necessary  to  compensate  the Bank  for any  costs  which it  reasonably
determines are  attributable  to the  maintenance by it or any of its Affiliates
pursuant to any law or regulation  of any  jurisdiction  or any  interpretation,
directive  or request  (whether  or not  having the force of law and  whether in
effect on the date of this Agreement or thereafter) of any court or governmental
or monetary  authority,  of capital in respect of its Loans or other obligations
hereunder (such compensation to include, without limitation,  an amount equal to
any  reduction  in return on assets or equity of the Bank to a level  below that
which it could  have  achieved  but for such  law,  regulation,  interpretation,
directive or request).  The Bank will notify the  Co-Borrowers if it is entitled
to compensation pursuant to this Section 4.2(c) as promptly as practicable after
it determines to request such compensation.

         (d)  Determinations  and  allocations  by the Bank for purposes of this
Section 4.2 of the effect of any Regulatory  Change  pursuant to subsections (a)
or (b), or of the effect of capital  maintained  pursuant to subsection  (c), on
its costs of making or maintaining  Loans or of issuing Letters of Credit or its
obligation  to make Loans or issue Letters of Credit,  or on amounts  receivable
by, or the rate of return  to, it in  respect  of Loans,  and of the  additional
amounts  required  to  compensate  the Bank under  this  Section  4.2,  shall be
conclusive,  absent manifest error, if such determination is made reasonably and
in good faith.

         Section 4.3. Limitation on Types of Loans.

         Anything herein to the contrary notwithstanding, if:

         (a) the Bank determines (which  determination shall be conclusive) that
quotations  of  interest  rates for the  relevant  deposits  referred  to in the
definition  of  "LIBOR  Loans" in  Section  1.1 are not  being  provided  in the
relevant amounts or for the relevant  maturities for purposes of determining the
rate of interest for any LIBOR Loans as provided in this Agreement; or

         (b) the Bank determines (which  determination  shall be conclusive) and
notifies the Co-Borrowers that the relevant rates of interest referred to in the
definition  of "LIBOR  Loans" in Section 1.1 upon the basis of which the rate of
interest for any LIBOR Loans is to be  determined  do not  adequately  cover the
cost to the Bank of making or maintaining such Loans,  then, and so long as such
condition remains in effect, the Bank shall be under no obligation to make LIBOR
Loans.

         Section 4.4. Illegality.

         Notwithstanding  any other  provision in this  Agreement,  in the event
that it  becomes  unlawful  for the  Bank to  honor  its  obligation  to make or
maintain  LIBOR  Loans  hereunder,  then  the Bank  shall  promptly  notify  the
Co-Borrowers  thereof and the Bank's  obligation to make or maintain LIBOR Loans
hereunder  shall be  suspended  until  such time as the Bank may again  make and
maintain such affected  Loans (in which case the provisions of Section 4.5 shall
be applicable).

         Section 4.5. Certain LIBOR Loans Pursuant To Sections  4.2(b),  4.3 and
4.4.

         If an event referred to in Section 4.2(b), 4.3 or 4.4 has occurred, the
Bank  shall be  required  to make  Prime  Rate  Loans in  accordance  with  this
Agreement,   and  all  LIBOR  Loans  of  the  Bank  then  outstanding  shall  be
automatically  converted into Prime Rate Loans on the date specified by the Bank
in such notice, and, to the extent that LIBOR Loans are so made as (or converted
into) Prime Rate Loans,  all  payments of  principal  which would  otherwise  be
applied to the Bank's  LIBOR  Loans  shall be applied  instead to its Prime Rate
Loans.  In the event of any  conversion  of any LIBOR  Loan to a Prime Rate Loan
pursuant to this  Section 4.5 prior to the  maturity  date with  respect to such
LIBOR Loan the  Co-Borrowers  shall pay to the Bank all  amounts  required to be
paid pursuant to Section 4.1 hereof.

         Section 4.6. Survival.

         The indemnities and other obligations set forth in this Article 4 shall
survive  payment in full of all Loans or  extensions  of credit made pursuant to
this Agreement and the Termination Date.


                                   ARTICLE 5.
                              CONDITIONS PRECEDENT.

         Section 5.1. Document Conditions Precedent.

         The  obligation  of the Bank to make the Loans (or to issue  Letters of
Credit) on or after the date hereof is subject to the conditions precedent that:

         (a) the Bank shall have  received  on or before the date hereof each of
the following, in form and substance reasonably satisfactory to the Bank and its
counsel:

                  (i)  this Agreement and the Note executed in favor of the Bank
         duly executed by the Co-Borrowers;

                  (ii)  a   certificate   of  the   Secretary  of  each  of  the
         Co-Borrowers  and  each of the  Guarantors,  dated  the  Closing  Date,
         attesting  to all  corporate  action  taken by such  entity,  including
         resolutions  of its  Board  of  Directors  authorizing  the  execution,
         delivery  and  performance  of the  Facility  Documents  and each other
         document to be  delivered  pursuant to this  Agreement,  together  with
         certified  copies of the certificate or articles of  incorporation  and
         the  by-laws of each of the  Co-Borrowers  and each of the  Guarantors;
         and, such  certificate  shall state that the  resolutions and corporate
         documents thereby certified have not been amended, modified, revoked or
         rescinded as of the date of such certificate;

                  (iii)  a   certificate   of  the  Secretary  of  each  of  the
         Co-Borrowers  and  each of the  Guarantors,  dated  the  Closing  Date,
         certifying the names and true signatures of the officers of such entity
         authorized to sign the Facility Documents and the other documents to be
         delivered by such entity under this Agreement;

                  (iv) a certificate of a duly authorized officer of each of the
         Co-Borrowers,  dated the Closing Date, stating that the representations
         and warranties in Article 6 are true and correct on such date as though
         made on and as of such  date  and  that no event  has  occurred  and is
         continuing which constitutes a Default or Event of Default;

                  (v)  Security   Agreements   duly  executed  by  each  of  the
         Co-Borrowers and the Guarantors,  together with (A) fully completed and
         executed financing  statements on Form UCC-1, in proper form for filing
         duly  filed  under the  Uniform  Commercial  Code in all  jurisdictions
         necessary or, in the  reasonable  discretion of the Bank,  desirable to
         perfect the security  interests to be granted  hereunder  and under the
         Security  Agreements and (B) UCC search results  identifying all of the
         financing  statements on file with respect to the Co-Borrowers and each
         Guarantor  in all  jurisdictions  referred to under  clause (A) hereof,
         indicating  that no party  claims an interest in any of the  Collateral
         except for the holders of Permitted Liens;

                  (vi)  Pledge   Agreements   duly   executed  by  each  of  the
         Co-Borrowers and the Guarantors, together with such stock certificates,
         stock  powers duly  executed in blank and such other  documents  as the
         Bank shall require;
                  (vii)    Guarantees, duly executed by each Guarantor;

                  (viii)   a favorable  opinion of counsel for  the Co-Borrowers
         and Guarantors,  dated the Closing Date, in  substantially  the form of
         Exhibit.  "F";

                  (ix)  satisfactory  evidence  that  the  Co-Borrowers  and the
         Guarantors are duly  organized,  validly  existing and in good standing
         under the laws of their respective  jurisdictions of incorporation  and
         each other jurisdiction where qualification is necessary;

                  (x) audited  consolidated  balance  sheet of Comforce  and its
         Subsidiaries as of December 31, 1995, and consolidated income statement
         and  statement of cash flows of Comforce and its  Subsidiaries  for the
         fiscal year then ended, all prepared in accordance with GAAP,  together
         with the  unqualified  opinion  thereon of  Coopers &  Lybrand,  L.L.P.
         independent  certified public accountants,  and unaudited  consolidated
         balance  sheet of Comforce and its  Subsidiaries  as at March 31, 1996,
         together with income  statement and statement of cash flows of Comforce
         and its  Subsidiaries  for the fiscal quarter ended March 31, 1996, and
         for the period  commencing  at the end of the previous  fiscal year and
         ending  with the end of such  quarter,  each  prepared  by or under the
         supervision  of the chief  financial  officer of Comforce in accordance
         with GAAP;

                  (xi) certificates of insurance covering the Collateral and the
         other assets and the business of the  Co-Borrowers  and the Guarantors,
         which  certificates shall designate the Bank as the loss payee, in form
         and substance (including with respect to general liability and products
         liability insurance) satisfactory to the Bank;

                  (xii) a duly executed  Borrowing  Base  Certificate as of June
         30, 1996, in form and substance satisfactory to the Bank; and

                  (xiii) such other documents, instruments,  approvals, opinions
         and evidence as the Bank may reasonably require.

         (b) the  Co-Borrowers  shall have paid or caused to be paid to the Bank
in full all fees and expenses  required to be paid  hereunder  or in  connection
herewith, and including all fees and expenses of the Bank incurred in connection
with the  preparation,  execution  and delivery of this  Agreement and the other
Facility Documents and the consummation of the actions contemplated thereby;

         (c) the  Co-Borrowers  and  the  Guarantors  shall  have  obtained  all
consents,  permits and  approvals  required in  connection  with the  execution,
delivery  and  performance  by the  Co-Borrowers  and the  Guarantors  of  their
obligations hereunder and such consents, permits and approvals shall continue in
full force and effect;
         (d) the Bank shall be satisfied  that the proceeds of the initial Loans
hereunder  shall be  applied to pay the  Existing  Bank Debt in full on the date
hereof and that all documentation  executed in connection with the Existing Bank
Debt shall have been canceled;

         (e) the Bank  shall be  satisfied  with  the  form and  content  of all
Schedules  delivered  by the  Co-Borrowers  pursuant  to this  Agreement  or any
document delivered in connection herewith;

         (f)  the  Bank   shall  be   satisfied   in  all   respects   with  the
management-prepared  consolidated  financial  statements  of  Comforce  and  its
Subsidiaries for the quarterly period ended March 31, 1996;

         (g) the Co-Borrowers  shall provide  reasonably  satisfactory  evidence
that  none  of  them  nor  any  Guarantor  is in  default  with  respect  to any
contractual  obligations  to which it is a party,  the  effect  of which  may be
material and adverse to any  Co-Borrower or any Guarantor,  or to the ability of
any Co-Borrower or any Guarantor to perform its  obligations  hereunder or under
the other Facility Documents;

         (h) the Bank shall have been provided evidence satisfactory to the Bank
that Comforce shall have consummated  private  placements of equity resulting in
cash proceeds of $1 0,000,000 or more to Comforce since March 31, 1996.

         (i) receipt  and  satisfactory  review by the Bank of a "due  diligence
report" prepared by Cooper's & Lybrand, L.L.P. regarding RRA, Inc.;

         (j)  receipt  and  satisfactory  review  by  the  Bank  of an  accounts
receivable  aging (by account debtor) dated June 30, 1996 of Global and Services
in form and substance satisfactory to the Bank;

         (k) results  satisfactory to the Bank of all due diligence with respect
to the  Co-Borrowers and the Guarantors  including,  without  limitation,  trade
checkings,  customer  checkings and  litigation  checkings and all due diligence
with respect to management of the Co-Borrowers and/or the Guarantors;

         (1) receipt  and  satisfactory  review by the Bank of (i) all  material
loan  documents  or  credit  agreements  entered  into  by  any  Co-Borrower  or
Guarantor;  (ii) all shareholder,  and management agreements entered into by any
Co-Borrower or Guarantor; and (iii) any employment agreement entered into by any
Co-Borrower or any Guarantor and any officer of any such entity.

         (m)  receipt and  satisfactory  review by the Bank of a schedule of all
lease  agreements  affecting the  Co-Borrowers and the Guarantors which schedule
shall include,  without  limitation,  the following  information with respect to
each such lease: the lessor, the lessee, the term of the lease, the annual lease
expenditure and whether such lease is an operating lease or a capital lease;

         (n) since  December 31, 1995 nothing shall have  occurred  which in the
Bank's sole judgment could,  individually  or in the aggregate,  have a material
adverse effect upon (i) the rights and remedies of the Bank under this Agreement
or the other Facility Documents;  (ii) the ability of any of the Co-Borrowers or
the Guarantors to perform its obligations  hereunder or under any other Facility
Document,  or (iii)  the  business,  property,  assets,  liabilities,  condition
(financial or otherwise),  operations, results of operations or prospects of any
Co-Borrower  or any Guarantor  after giving  effect to the actions  contemplated
hereby; and

         (o) all  legal  matters  in  connection  with this  financing  shall be
reasonably satisfactory to the Bank and its counsel.

         Section 5.2. Additional Conditions Precedent.

         The  obligation  of the Bank to make any Loan or issue  any  Letter  of
Credit shall be subject to the further  conditions  precedent (which shall be in
addition to, and shall not be deemed to limit or modify,  any of the other terms
and conditions  hereunder) that on the date of such Loan or the Letter of Credit
issuance, the Bank shall have receiving the following:

         (a) a  certificate  executed  by the  Chief  Financial  Officer  of the
Co-Borrowers,  dated as of such date, stating that (i) the  representations  and
warranties  contained in Article 6 hereof,  which for purposes of this  Section,
shall be deemed to relate to the  Co-Borrowers and to each Subsidiary as if each
such Person were the subject of each such representation and warranty,  are true
and  correct  in all  material  respects  on and as of the date of such  Loan or
Letter of Credit  issuance  as though made on and as of such date  (except  when
such  representation  or  warranty  by its terms  relates to the date  hereof or
another specific date); and (ii) no Default or Event of Default has occurred and
is  continuing  or would result from any such Loan or the issuance of any Letter
of Credit; and

         (b) a  certificate  executed  by the  Chief  Financial  Officer  of the
Co-Borrowers,  dated as of such date, in form and substance  satisfactory to the
Bank stating that the Aggregate Outstandings after giving effect to the proposed
borrowing  or the  proposed  issuance  of a Letter of Credit will not exceed the
lesser of (i) the  Commitment or (ii) the Borrowing Base then in effect and that
in the case of an  issuance  of a Letter of  Credit,  the  Aggregate  Letters of
Credit  Outstanding  after  giving  effect  to such  issuance,  will not  exceed
$250,000; and

         (c) a duly executed Borrowing Base Certificate dated as of the last day
of the prior calendar month, in form and substance satisfactory to the Bank.

         Section  5.3.  Additional  Conditions  with  Respect to the Issuance of
Letters of Credit.

         The  obligation  of the Bank to issue any  Letter  of  Credit  shall be
subject to the further  condition  precedent  that the  Co-Borrowers  shall have
provided to the Bank a certificate,  in form and substance  satisfactory  to the
Bank, indicating the purpose of the proposed Letter of Credit.
         ARTICLE 6.
                         REPRESENTATIONS AND WARRANTIES.

         The  Co-Borrowers  and,  where  applicable,   each  Guarantor,   hereby
represent and wan-ant that:

         Section  6.1.   Information,   Good  Standing  and  Due  Qualification:
Compliance with Law.

         Each of the Co-Borrowers and their  Subsidiaries is duly  incorporated,
validly  existing  and in  good  standing  under  the  laws  of  its  respective
jurisdiction of incorporation,  has the corporate power and authority to own its
assets and to ct the business in which it is now engaged or  presently  proposes
to be engaged,  and except as disclosed in Schedule 6.1, is duly  qualified as a
foreign  corporation  and  in  good  standing  under  the  laws  of  each  other
jurisdiction in which such qualification is required except where the failure to
so qualify and/or be in good standing would not in any case or in the aggregate,
have a material adverse effect on the operations,  business, property, financial
condition  or  prospects  of the  Co-Borrowers,  or any of them or any of  their
Subsidiaries  or on the  ability  of the  Co-Borrowers,  or any of them,  or any
Guarantor, as the case may be, to perform its obligations hereunder or under the
Facility Documents. In addition, the Co-Borrowers and each of their Subsidiaries
is in compliance  in all material  respects  with all laws,  treaties,  rules or
regulations, and determinations or orders of or with respect to all arbitrators,
courts or other governmental authorities.

         Section 6.2. Power and Authority, No Conflicts.

         The execution, delivery and performance by each of the Co-Borrowers and
the  Guarantors  of each of the  Facility  Documents to which it is a party have
been duly authorized by all necessary corporate or partnership action and do not
and will not: (a) require any consent or approval of the  stockholders,  members
or partners of any of the Co-Borrowers or any of the Guarantors;  (b) contravene
the charter or by-laws of any of the Co-Borrowers or any of the Guarantors;  (c)
violate  any  provision  of, or require  any  filing,  registration,  consent or
approval under, any law, rule, regulation  (including,  without limitation,  the
provisions  of  Regulation G, T, U or X of the Board of Governors of the Federal
Reserve  system  as in  effect  from  time  to  time),  order,  writ,  judgment,
injunction,   decree,   determination   or  award  presently  in  effect  having
applicability  to the  Co-Borrowers;  (d) result in a breach of or  constitute a
default or require any consent  under any  indenture  or loan  agreement  or any
other agreement,  lease or instrument to which any of the Co-Borrowers or any of
the Guarantors is a party or by which  properties of any of the  Co-Borrowers or
any of the  Guarantors  may be bound or  affected;  (e) result in or require the
creation or imposition of any Lien upon or with respect to any of the properties
now  owned  or  hereafter  acquired  by any of  the  Co-Borrowers  or any of the
Guarantors  except in favor of the Bank as herein provided;  or (f) cause any of
the  Co-Borrowers  or any of the  Guarantors  to be in default,  in any material
respect,  under any such rule,  regulation,  order, writ, judgment,  injunction,
decree, determination or award.

         Section 6.3. Legally Enforceable Agreements.

         Each Facility  Document is, or when delivered under this Agreement will
be, a legal, valid and binding obligation of each Co-Borrower and each Guarantor
(if such entity or Person is a party thereto)  enforceable against such entities
or  Person  in  accordance  with its  terms,  except  to the  extent  that  such
enforcement  may be  limited  by  applicable  bankruptcy,  insolvency  and other
similar laws affecting  creditors'  rights generally or by the effect of general
principles  of equity which may limit the  availability  of  equitable  remedies
(whether in a proceeding at law or in equity).

         Section 6.4. Litigation.

         Except as set forth in Schedule  6.4,  there are no  actions,  suits or
proceedings  pending  or,  to the  knowledge  of the  Co-Borrowers,  threatened,
against or affecting any of the Co-Borrowers or any of their Subsidiaries before
any court, governmental agency or arbitrator, which would, in any one case or in
the aggregate, materially adversely affect the financial condition,  operations,
properties, prospects or business of the Co-Borrowers, or any of them, or any of
their Subsidiaries,  or the ability of the Co-Borrowers,  or any of them, or any
Guarantor to perform its obligations hereunder.

         Section 6.5. Financial Statements, Other Liabilities.

         The  consolidated  balance sheet of Comforce and its Subsidiaries as at
December 31, 1995, and the related  consolidated  income statement and statement
of cash flow of Comforce  and its  Subsidiaries  for the fiscal year then ended,
and the  accompanying  notes,  together with the unqualified  opinion thereon of
Coopers & Lybrand,  L.L.P.,  independent  certified public accountants,  and the
interim  financial  statements of Comforce and its  Subsidiaries as at and as of
(as the case may be) March 31, 1996,  copies of which have been furnished to the
Bank, fairly present the financial condition of Comforce and its Subsidiaries as
at such dates and the results of the operations of Comforce and its Subsidiaries
for the  periods  covered  by  such  statements,  all in  accordance  with  GAAP
consistently applied (subject, in the case of interim financial  statements,  to
year-end  adjustments  and  except,  in  the  case  of  such  interim  financial
statements,  for the  absence of GAAP notes  thereto),  except to the extent any
changes are  required to be made thereto in response to comments  received  from
the United States  Securities  and Exchange  Commission as reflected in Schedule
6.5 hereto.  As of the date hereof,  there are no  liabilities or obligations of
Comforce or any of its  Subsidiaries,  whether  direct or indirect,  absolute or
contingent, or matured or unmatured, other than (a) as disclosed or provided for
in the financial  statements  and notes thereto which are referred to above,  or
(b) which are disclosed  elsewhere in this Agreement or in the Schedules hereto,
or (c) arising in the  ordinary  course of business  since March 31, 1996 or (d)
created  by this  Agreement.  The  written  information,  exhibits  and  reports
furnished by the  Co-Borrowers to the Bank in connection with the negotiation of
this Agreement are complete and correct in all material respects.

         Section 6.6. Ownership and Liens.

         Except as  disclosed  in  Schedule  6.12,  the  Co-Borrowers  and their
respective  Subsidiaries have title to, or valid leasehold  interests in, all of
their  properties  and assets,  real and personal,  including the properties and
assets, and leasehold interests  reflected in the financial  statements referred
to in  Section  6.5,  and  none  of  the  properties  and  assets  owned  by the
Co-Borrowers or the Guarantors, and none of their respective leasehold interests
is subject to any Lien, except for Permitted Liens.

         Section 6.7. Taxes.

         Each  Co-Borrower  and each of their  Subsidiaries  has  filed  all tax
returns  (foreign,  federal,  state and local) required to be filed  (including,
without  limitation,   with  respect  to  payroll  and  sales  taxes)  and  each
Co-Borrower  and each of their  Subsidiaries  has  paid  all  taxes  (including,
without limitation,  all payroll and sales taxes),  assessments and governmental
charges and levies shown thereon to be due,  including  interest and  penalties,
other  than  taxes,  assessments  and  governmental  charges  and  levies  being
contested  in good faith by  appropriate  proceedings  and with respect to which
adequate  reserves in conformity with GAAP shall have been provided on the books
of the Co-Borrowers and their Subsidiaries.

         Section 6.8. ERISA.

         As of the date hereof, the Co-Borrowers, the Guarantors and their ERISA
Affiliates  are in  compliance  in all  material  respects  with all  applicable
provisions of ERISA. No Reportable  Event has occurred with respect to any Plan;
no notice of intent  to  terminate  a Plan has been  filed nor has any Plan been
terminated;  no circumstance exists which constitutes grounds under Section 4042
of ERISA entitling the PBGC to institute proceedings to terminate,  or appoint a
trustee to administer, a Plan, nor has the PBGC instituted any such proceedings;
none of the  Co-Borrowers  or the  Guarantors,  nor  any  ERISA  Affiliate,  has
completely or partially  withdrawn  under  Sections 4201 or 4204 of ERISA from a
Multiemployer  Plan;  the  Co-Borrowers,  the Guarantors and each of their ERISA
Affiliates have met their minimum funding  requirements under ERISA with respect
to all of their Plans and there are no Unfunded Vested Liabilities,  and none of
the  Co-Borrowers  or the  Guarantors,  nor any ERISA Affiliate has incurred any
material liability to the PBGC under ERISA.

         Section 6.9. Subsidiaries.

         As of the date  hereof,  Schedule 6.9 is a complete and correct list of
all Subsidiaries of the Co-Borrowers.

         Section 6.10. Credit Arrangements.

         Schedule  6.10  is a  complete  and  correct  list  of all  agreements,
indentures,   purchase   agreements,   guaranties,   Capital  Leases  and  other
investments, agreements and arrangements in effect on the date of this Agreement
providing for or relating to extensions of credit to the Co-Borrowers, or any of
them or any of the  Guarantors  for borrowed  money  (including  agreements  and
arrangements for the issuance of letters of credit or for acceptance  financing)
in respect of which the Co-Borrowers, or any of them or any of the Guarantors is
in any manner directly or contingently  obligated;  and the maximum principal or
face  amounts  of  the  credit  in  question,   outstanding  and  which  can  be
outstanding,  are correctly stated,  and all Liens of any nature given or agreed
to be given as security  therefor are  correctly  described or indicated in such
Schedule.

         Section 6.11. Operation of Business.

         The Co-Borrowers and their Subsidiaries possess all licenses,  permits,
franchises, patents, copyrights,  trademarks and trade names, or rights thereto,
to conduct their  respective  businesses  substantially  as now conducted and as
presently  proposed to be conducted except where the failure to do so would not,
in any case,  have a material  adverse  effect  upon the  operations,  business,
property, financial condition or prospects of the Co-Borrowers,  or any of them,
or  any of  their  Subsidiaries  or on the  ability  of any  Co-Borrower  or any
Guarantor to perform its obligations hereunder.

         Section 6.12. Hazardous Substances.

         The Co-Borrowers and their Subsidiaries are in material compliance with
all applicable  Environmental Laws, and have obtained all necessary licenses and
permits  required to be issued  pursuant to any  applicable  Environmental  Law.
Except  as  disclosed  in  Schedule  6.12,  as of the date  hereof,  none of the
Co-Borrowers  nor  any  of  their   Subsidiaries  has  received  any  notice  or
communication  from any  governmental  agency with respect to (i) any  Hazardous
Substance   relative  to  its   operations,   property  or  acts,  or  (ii)  any
investigation,  demand or request pursuant to or enforcing any Environmental Law
relating to it or its operations, property or acts, and no such investigation is
pending or, to the knowledge of the Co-Borrowers, threatened.

         Section 6.13. No Default on Outstanding Judgments or Orders.

         Each of the  Co-Borrowers  and their  Subsidiaries  has  satisfied  all
judgments  and  none of the  Co-Borrowers  nor any of their  Subsidiaries  is in
default  with  respect  to any  judgment,  writ,  injunction,  decree,  rule  or
regulation  of any court,  arbitrator  or  federal,  state,  municipal  or other
governmental  authority,  commission,  board, bureau, agency or instrumentality,
domestic or foreign.

         Section 6.14. Labor Disputes and Acts of God.

         As of the date hereof,  neither the business nor the  properties of the
Co-Borrowers,  or any of them, or any of their  Subsidiaries are affected by any
fire,  explosion,  accident,  strike,  lockout or other labor dispute,  drought,
storm,  hail,  earthquake,  embargo,  act of God or of the public enemy or other
casualty  (whether  or not  covered  by  insurance),  materially  and  adversely
affecting such business or properties or the operations of the Co-Borrowers,  or
any of them, or any of their Subsidiaries,  or the ability of any Co-Borrower or
any Guarantor to perform its obligations  hereunder (in each case,  after giving
effect to insurance).

         Section 6.15. Governmental Regulation.

         None of the  Co-Borrowers  nor any of their  Subsidiaries is subject to
regulation  under the Public Utility Holding Company Act of 1935, the Investment
Company Act of 1940 or any other statute or  regulation  limiting its ability to
incur indebtedness for money borrowed as contemplated hereby.

         Section 6.16. Partnerships. etc.

         None of the Co-Borrowers nor any of their  Subsidiaries is a partner in
any partnership or a member in any limited liability partnership or company.

         Section 6.17. No Forfeiture Proceeding.

         None of the Co-Borrowers nor any of their Subsidiaries is engaged in or
proposes  to be engaged in the  conduct of any  business  or  activity  which is
likely  to result  in a  Forfeiture  Proceeding,  and no  Forfeiture  Proceeding
against any of them is pending or, to the best knowledge of the Co-Borrowers and
their Subsidiaries as of the date hereof, threatened.

         Section 6.18. No Default or Event of Default.

         No Default or Event of Default has  occurred  and is  continuing  under
this Agreement.

         Section 6.19. Security.

         The  provisions  contained  in the Security  Agreements  and the Pledge
Agreements,  in accordance with their respective  terms,  create in favor of the
Bank legal,  valid and  enforceable,  first priority  security  interests in all
right,  title  and  interest  of the  Co-Borrowers  and  the  Guarantors  in the
collateral described therein,  except for Permitted Liens and to the extent that
enforceability  may be limited by  applicable  bankruptcy,  insolvency  or other
similar laws  affecting  creditors'  rights  generally and by general  equitable
principles which may limit the availability of equitable  remedies (whether in a
proceeding at law or in equity).

         Section 6.20. Solvency.

         Each of the Co-Borrowers and the Guarantors is Solvent.

         Section 6.21. Name.

         Except as  disclosed in Schedule  6.21,  during the five years prior to
the making of this  Agreement,  none of the  Co-Borrowers  nor any Guarantor has
been known under, or transacted  business using,  any name or trade style except
for the name set forth above such entity's signature on this Agreement.

         Section 6.22. Other Agreements.

         None of the Co-Borrowers nor any of their  Subsidiaries,  is a party to
any  indenture,  loan or credit  agreement  or any lease or other  agreement  or
instrument or subject to any charter or corporate  restriction  which would,  in
any case or in the aggregate  have a material  adverse  effect on its ability to
carry out its obligations hereunder or under the Facility Documents. None of the
Co-Borrowers, nor any of their Subsidiaries, is in default in any respect in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in any agreement or instrument material to its business to
which it is a party.


                                   ARTICLE 7.
                             AFFIRMATIVE COVENANTS.

         So long as the Note or any other Obligations shall remain unpaid or the
Bank  shall have any  Commitment  hereunder,  each  Co-Borrower  shall,  and the
Co-Borrowers shall cause each of their Subsidiaries to:

         Section 7.1. Maintenance of Existence.

         Except as otherwise  provided in this Agreement,  preserve and maintain
its corporate  existence and remain in good standing in the  jurisdiction of its
organization, and qualify and remain qualified, as a foreign corporation in each
jurisdiction in which such qualification is required.

         Section 7.2. Conduct of Business.

         Continue to engage principally in the principal businesses conducted by
it on the date hereof.

         Section 7.3. Maintenance of Properties, etc.

         Maintain,  keep  and  preserve,  all of its  properties  (tangible  and
intangible)  necessary  or useful in the proper  conduct of its business in good
working order and condition,  ordinary wear and tear excepted,  and maintain and
preserve all licenses, permits, franchises, patents, copyrights,  trademarks and
trade names  necessary or useful for the proper  conduct of its business in full
force and effect.

         Section 7.4. Maintenance of Records.

         Keep adequate records and books of account,  in which complete entries,
reflecting all financial actions of such Person, will be made.

         Section 7.5. Maintenance of Insurance.

         Maintain   insurance   covering  its  assets  and  its  business   with
financially  sound and reputable  insurance  companies or associations  properly
licensed  to do  business  in New  York  and in the  other  jurisdictions  where
Collateral  is located  in such  amounts  and  covering  such risks  (including,
without  limitation,  products  liability)  as are usually  carried by companies
engaged in the same or a similar  business  and  similarly  situated  and as are
required by the Facility  Documents.  The  Co-Borrowers  shall  provide the Bank
notice that such  policies  have been paid in full and shall  deliver  certified
copies of the policy or policies of such insurance or  certificates of insurance
to the Bank if the Bank so requests.

         Section 7.6. Compliance with Laws.

         Comply with all applicable laws,  rules,  regulations and orders except
to the extent  that the failure to so comply  would not have a material  adverse
effect on the operations,  business,  property, financial condition or prospects
of the Co-Borrowers,  or any of them, or any of the Guarantors or on the ability
of the  Co-Borrowers,  or any of them,  or any such  Guarantor  to  perform  its
obligations hereunder.

         Section 7.7. Right of Inspection, Collateral Audits.

         At any reasonable  time upon  reasonable  notice during normal business
hours and from  time to time,  permit  the Bank or any  agent or  representative
thereof,  to examine and make copies and abstracts from the records and books of
account of, and visit the  properties of, such Person and to discuss the affairs
finances and accounts of such Person with any of its officers and  directors and
such entity's  independent  accountants.  In addition,  the Bank or any agent or
representative  thereof shall be permitted to conduct one collateral  audit with
respect  to the  accounts  receivable  of Global and  Services  each year in the
Bank's sole  discretion,  at the cost and expense of the  Co-Borrowers  provided
that Aggregate Outstandings hereunder do not exceed $7,500,000 for any period of
30 consecutive days. If Aggregate  Outstandings exceed $7,500,000 for any period
of 30  consecutive  days,  the Bank shall be  permitted to conduct a second such
audit  during any year at the cost and expense of the  Co-Borrowers.  During the
occurrence and  continuance of a Default or Event of Default,  the Bank shall be
permitted to conduct an unlimited  number of such audits at the cost and expense
of the Co-Borrowers.  At all other times, the Bank shall be permitted to conduct
such  additional  audits as the Bank may  request at the cost and expense of the
Bank.
         Section 7.8. Reporting Requirements.

         Furnish directly to the Bank:

         (a) as soon as available and in any event within 120 days after the end
of  each  fiscal  year  of  the  Co-Borrowers,  audited  consolidated  financial
statements of Comforce and its  Subsidiaries,  which shall include  consolidated
balance  sheets of Comforce  and its  Subsidiaries  as of the end of such fiscal
year,  together with consolidated income statements and statements of cash flows
of Comforce and its  Subsidiaries  for such fiscal year and as of the end of and
for the prior fiscal year, all prepared in accordance  with GAAP and accompanied
by an unqualified  opinion thereon by independent  certified public  accountants
reasonably  acceptable to the Bank,  together  with (i) unaudited  consolidating
financial  statements  that relate to such financial  statements  prepared by or
under the supervision of the chief financial officer of the Co-Borrowers and the
Guarantors, and (ii) the management letter, if any, prepared by such independent
certified public accountants;

         (b) as soon as available  and in any event within 45 days after the end
of each of the  first,  second and third  quarters  of each  fiscal  year of the
Co-Borrowers,  unaudited consolidated and consolidating  financial statements of
Comforce and its Subsidiaries,  which shall include  unaudited  consolidated and
consolidating  balance sheets of Comforce and its  Subsidiaries as of the end of
each  such  quarter,   together  with  consolidated  and  consolidating   income
statements  and  statements of cash flows of Comforce and its  Subsidiaries  for
each such  quarterly  period  and for the  period  commencing  at the end of the
previous fiscal year and ending with the end of such quarter,  all in reasonable
detail  and  stating  in  comparative  form  the  respective   figures  for  the
corresponding date and period in the previous fiscal year and all prepared by or
under the supervision of the Chief Financial Officer of the Co-Borrowers and the
Guarantors in accordance  with GAAP (subject to year-end  adjustments and except
for the absence of GAAP notes thereto);

         (c)  simultaneously  with  the  delivery  of  the  financial  reporting
statements  referred  to in (a)  and  (b)  above,  a  certificate  of the  Chief
Financial Officer of the Co-Borrowers clearing that to the best of his knowledge
(i) no Default or Event of  Default  has  occurred  and is  continuing  or, if a
Default or Event of Default has  occurred and is  continuing,  a statement as to
the nature  thereof and the action  which is  proposed to be taken with  respect
thereto, with computations  demonstrating compliance (or non-compliance,  as the
case may be) with the covenants  contained in Article 9, and (ii) such financial
statements have been prepared in accordance with GAAP;

         (d) simultaneously with the delivery of the annual financial statements
referred  to  in  Section  7.8(a),  a  certificate  of  the  independent  public
accountants  who  audited  such  statements  to the effect  that,  in making the
examination  necessary for the audit of such  statements,  they have obtained no
knowledge  of any  condition  or event which  constitutes  a Default or Event of
Default,  or if such  accountants  shall  have  obtained  knowledge  of any such
condition or event,  specifying in such certificate each such condition or event
of which they have knowledge and the nature and status thereof;
         (e) not  later  than the 15th day of each  calendar  month,  a  monthly
Borrowing Base  Certificate,  together with a monthly accounts  receivable aging
(by account debtor), each as of the last day of the preceding calendar month and
each certified by the Chief Financial  Officer of the  Co-Borrowers  and each in
form and substance satisfactory to the Bank;

         (f) monthly,  not later than the 15th day of each month,  a certificate
of the Chief Financial  Officer of the Co-Borrowers that all of the Co-Borrowers
and their Subsidiaries have paid all payroll taxes required to be paid;

         (g) promptly after any  Co-Borrower  or any Guarantor  becomes aware of
the commencement thereof,  notice of all actions,  suits, and proceedings before
any court or  governmental  department,  commission,  board,  bureau,  agency or
instrumentality,   domestic  or  foreign,   affecting  any  Co-Borrower  or  any
Guarantor,  including,  without limitation,  any such proceeding relating to any
alleged violation of any Environmental Law;

         (h) as soon as  possible  after any  Default  or Event of  Default  has
occurred, a written notice setting forth the details of such Default or Event of
Default and the action  which is proposed to be taken by the  Co-Borrowers  with
respect thereto;

         (i) as soon as possible and in any event within five Banking Days after
any Co-Borrower knows that any of the events or conditions  specified below with
respect to any Plan or  Multiemployer  Plan have occurred or exist,  a statement
signed by a senior financial officer of the Co-Borrowers,  setting forth details
respecting  such  event  or  condition  and  the  action,   if  any,  which  the
Co-Borrower,  the Guarantor or the ERISA Affiliate proposes to take with respect
thereto  (and a copy of any report or notice  required to be filed with or given
to PBGC by any Co-Borrower, any Guarantor or any ERISA Affiliate with respect to
such event or condition):

                  (i)      any Reportable Event;

                  (ii)     the filing under Section 4041 of ERISA of a notice of
         intent to terminate any Plan or the termination of any Plan;

                  (iii) the  institution  by PBGC of  proceedings  under Section
         4042 of ERISA for the  termination  of, or the appointment of a trustee
         to  administer,  any  Plan,  or the  receipt  by any  Co-Borrower,  any
         Guarantor or any ERISA Affiliate of a notice from a Multiemployer  Plan
         that  such  action  has  been  taken  by  PBGC  with  respect  to  such
         Multiemployer Plan;

                  (iv) receipt by any Co-Borrower,  Guarantor or ERISA Affiliate
         of  notice  from a  Multiemployer  Plan  of  the  complete  or  partial
         withdrawal by any  Co-Borrower,  any  Guarantor or any ERISA  Affiliate
         under Section 4201 or 4204 of ERISA from a Multiemployer  Plan imposing
         withdrawal liability (as of the date of such notification) exceeding $1
         00,000 or requiring payments exceeding $100,000 per annum;

                  (v) receipt by any  Co-Borrower,  any  Guarantor  or any ERISA
         Affiliate  of  notice  from  a   Multiemployer   Plan  that  it  is  in
         reorganization or insolvency  pursuant to Section 4241 or 4245 of ERISA
         or that it intends to terminate or has  terminated  under Section 4041A
         of ERISA if the aggregate annual contributions of any Co-Borrower,  any
         Guarantor and all ERISA Affiliates to all Multiemployer Plans which are
         then in  reorganization  or being  terminated  have been increased over
         amounts  contributed  to such  Multiemployer  Plans  for the plan  year
         immediately  preceding  the plan  year in which the  reorganization  or
         termination occurs by an amount exceeding $100,000; and

                  (vi) the  institution  of a  proceeding  by a fiduciary or any
         Multiemployer Plan against any Co-Borrower,  any Guarantor or any ERISA
         Affiliate to enforce Section 515 of ERISA for delinquent  contributions
         in excess of $100,000 which proceeding is not dismissed within 30 days;

         (j) promptly  after the  furnishing  thereof,  copies of any reports or
records  required to be filed with or  furnished  to any  insurance  carriers or
governmental  authorities  relating to Hazardous  substances located on any real
properties owned or occupied by any Co-Borrower or any Guarantor;

         (k)  promptly  after  any  Co-Borrower  or any  Guarantor  knows of the
commencement or threat thereof, notice of any Forfeiture Proceeding;

         (l) promptly after such judgment, decree or order is entered, notice of
any judgment,  decree or order entered  against any  Co-Borrower or any of their
Subsidiaries;

         (m) promptly after the sending or filing thereof, copies of all reports
which any Co-Borrower  sends to any of its security  holders as such, and copies
of all reports,  registration statements and other filings which any Co-Borrower
or any of its  Subsidiaries  files with the Securities and Exchange  Commission,
any state securities administrator or any national securities exchange;

         (n) promptly after any Co-Borrower has knowledge thereof, notice of any
event or series of events  which  could  have a material  adverse  effect on the
rights and remedies of the Bank under this Agreement or the Facility  Documents,
the ability of any Co-Borrower or Guarantor to perform its obligations hereunder
or under the Facility Documents or the business,  property, assets, liabilities,
condition  (financial  or  otherwise),  operations,  results  of  operations  or
prospects of any Co-Borrower or Guarantor; and

         (o) such other  information  respecting  the  condition or  operations,
financial  or  otherwise  of the  Co-Borrowers,  or any of them or any of  their
Subsidiaries  or ERISA  Affiliates as the Bank may from time to time  reasonably
request.

         Section 7.9. Payment of Obligations.

         Pay,  discharge  or otherwise  satisfy at or before  maturity or before
they become delinquent,  as the case may be, all material Indebtedness and other
material  obligations of whatever nature  (including any obligation for taxes or
wages).
<PAGE>

         Section 7.10. Subsidiaries.

         Simultaneously with their creation, the Co-Borrowers shall cause all of
its Subsidiaries to become Guarantors  hereunder and, in connection therewith to
execute  and deliver to the Bank,  Guaranties,  Security  Agreements,  financing
statements and any other requisite  recording or filing documents or instruments
together with Pledge Agreement(s) in form and substance satisfactory to the Bank
pursuant  to which the shares of  capital  stock of such  subsidiaries  shall be
pledged to the Bank.

         Section 7.11. Accounting Adjustments.

         On or before  December 31, 1996, all liabilities of Comforce which have
been assumed by ARTRA Group, Inc.  pursuant to an Assumption  Agreement dated as
of October 17, 1995 between ARTRA Group  Incorporated  and the Lori  Corporation
(as predecessor to Comforce)  shall have been paid in full and all  indebtedness
of Comforce to Messrs. Michael Ferrentino,  James Paterak and Christopher Franco
shall have been reclassified as equity.


                                   ARTICLE 8.
                               NEGATIVE COVENANTS.

         So long as the Note or other  Obligations  shall  remain  unpaid or the
Bank shall have any Commitment hereunder, none of the Co-Borrowers shall:

         Section 8.1. Indebtedness.

         Create,  incur,  assume or suffer to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist any Indebtedness, except for any of the
following types of Indebtedness:

         (a)      Indebtedness of the  Co-Borrowers under this  Agreement or the
 Note;

         (b)      Indebtedness  described  in  Schedule  8.1 but  no extensions,
modifications or renewals thereof;

         (c)      Subordinated Debt, with the prior written consent of the Bank;

         (d)      Indebtedness of  a  Co-Borrower  to any Subsidiary  that is  a
Guarantor or of any Subsidiary  that is a  Guarantor to a Co-Borrower or another
such Subsidiary;

         (e)      Provided  that  no Event of   Default  then  exists  or  would
result therefrom,  Indebtedness  of  a   Co-Borrower,  or  any  such  Guarantor,
secured by purchase money Liens permitted by Section 8.2; and

         (f)      Unsecured trade  Indebtedness incurred in the ordinary  course
of business.

         Section 8.2. Liens.

         Create,  incur,  assume or suffer to exist or permit any  Subsidiary to
create,  incur or suffer to exist,  any Lien upon or with  respect to any of its
properties,  now owned or hereafter acquired,  except the following  ("Permitted
Liens"):

         (a)     Liens in favor of the Bank securing the Obligations pursuant to
the provisions hereof;

         (b) Liens for taxes or  assessments  or other  governmental  charges or
levies  if not yet due and  payable  or if due and  payable  if they  are  being
contested in good faith by  appropriate  proceedings  and for which  appropriate
reserves are maintained in conformity with GAAP;

         (c)  Liens   imposed  by  law,  such  as   mechanic's,   materialmen's,
landlord's,  warehousemen's  and  carrier's  Liens,  and  other  similar  Liens,
securing  obligations  incurred in the ordinary course of business which are not
past due for more than 30 days,  or which are being  contested  in good faith by
appropriate  proceedings and for which  appropriate  reserves in accordance with
GAAP have been established;

         (d) Liens under workers' compensation  unemployment  insurance,  social
security or similar legislation (other than ERISA);

         (e) Liens,  deposits  or pledges  to secure  the  performance  of bids,
tenders,  contracts  (other than  contracts  for the payment of money),  leases,
public or statutory obligations, surety, stay, appeal, indemnity, performance or
other similar bonds, or other similar obligations arising in the ordinary course
of business;

         (f)   Easements,   rights-of-way,   restrictions   and  other   similar
encumbrances  which,  in the  aggregate,  do not  materially  interfere with the
occupation,  use and  enjoyment  by the  Co-Borrowers,  or any of  them,  of the
property or assets  encumbered  thereby in the normal  course of its business or
materially impair the value of the property subject thereto; and

         (g) (i) purchase  money Liens on any property  heretofore  or hereafter
acquired or the  assumption of any Lien on any property  existing at the time of
such  acquisition,  or (ii) a Lien incurred in connection  with any  conditional
sale or other title retention  agreement or a Capital Lease;  provided,  that in
the case of any of (i)-(ii)  above,  (i) the creation or  occurrence of any such
Lien shall not otherwise result in a Default or Event of Default with respect to
any of the other provisions of this Agreement,  (ii) the Indebtedness secured by
such  Lien  shall  not  exceed I 00% of the fair  market  value of the  property
encumbered by such Lien,  and (iii) such Lien shall not encumber any property of
the Co-Borrowers and their Subsidiaries other am the property so acquired.
<PAGE>

         Section 8.3. Investments.

         Make or permit any Subsidiary to make any loan or advance to any Person
or  purchase  or  otherwise  acquire or permit any  Subsidiary  to  purchase  or
otherwise acquire,  any capital stock,  obligations or other securities of, make
any capital  contribution to, or otherwise invest in, or acquire any interest in
any Person  (each of the  foregoing,  an  "Investment"),  except  for  Permitted
Investments and for Investments permitted under Section 8.7 hereof.

         Section 8.4. Sale of Assets.

         Sell,  lease,  assign,  transfer or otherwise  dispose of or permit any
Subsidiary to sell, lease,  assign,  transfer or otherwise dispose of any of its
now owned or hereafter acquired assets except for: (a) assets disposed of in the
ordinary course of business;  or (b) the sale or other  disposition of assets no
longer used or useful in the conduct of its  business.  In no event shall any of
the  Co-Borrowers  or  any  Guarantor  dispose  of  any  capital  stock  of  any
Subsidiary.

         Section 8.5. Transactions with Affiliates.

         Enter  into or  permit  any  Subsidiary  to enter  into  any  reaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering  of  any  service,  with  any  Affiliate,   except  (unless  elsewhere
restricted  hereunder) for transactions  between the Co-Borrowers or between the
Co-Borrowers and any Subsidiary or any Subsidiary with any other Subsidiary,  in
the  ordinary  course of and  pursuant  to the  reasonable  requirements  of the
relevant  Person's business and upon fair and reasonable terms no less favorable
to  the  relevant  Person  than  would  obtain  in  a  comparable  arm's  length
transaction with a Person not an Affiliate.

         Section 8.6. Mergers, Etc.

         Merge or consolidate with, or sell, assign,  lease or otherwise dispose
of or permit any Subsidiary to merge or consolidate with, or sell, assign, lease
or  otherwise  dispose  of  (whether  in  one  transaction  or  in a  series  of
transactions)  all or  substantially  all of its  assets  (whether  now owned or
hereafter acquired) to, any Person, or acquire,  all or substantially all of the
assets or the business of any Person.

         Section 8.7. Acquisitions.

         Make an  Acquisition  or permit any  Subsidiary to make an  Acquisition
other am, in the case of any Co-Borrower, Permitted Acquisitions.

         Section 8.8. No Activities Leading to Forfeiture.

         Engage or  permit  any  Subsidiary  to  engage  in the  conduct  of any
business or activity which would be likely to result in a Forfeiture Proceeding.
<PAGE>

         Section 8.9. Corporate Documents,  Fiscal Year, Tax Status:  Accounting
Practices.

         Amend,  modify or supplement or permit any Subsidiary to amend,  modify
or supplement its certificate or articles of incorporation or by-laws or change,
or permit  any  Subsidiary  to  change,  its  fiscal  year or tax  status or its
accounting   treatments  and  reporting  practices,   except,  with  respect  to
accounting  treatments  or  reporting  practices,  as required or  permitted  by
changes in generally accepted accounting principles.

         Section 8.10. Hazardous Substances: Use of Real Property.

         Use,  or permit the use of, or permit any  Subsidiary  to use or permit
the  use of any  of  its  real  properties  for  conducting  any  manufacturing,
industrial,  commercial  or  retail  business  which  involves  in any  way  the
introduction,  manufacture,  generation,  processing or storage of any Hazardous
Substance in violation, in any material respect, of any applicable Environmental
Law.

         Section 8.11. Change in Business.

         Materially  alter,  or permit any Subsidiary to materially  alter,  the
nature of its business.

         Section 8.12. Change of Locations.

         Transfer or permit any  Subsidiary to transfer its executive  office or
change its corporate name or maintain records (including  computer printouts and
programs)  with respect to accounts  receivable or keep or permit any Subsidiary
to keep inventory or any other personal  property at locations  other than those
at which the same are presently kept or maintained,  except in each case upon 30
days  prior  written  notice  to the Bank and  provided  that  prior to any such
change, the Co-Borrowers and the Subsidiaries, at the request of the Bank, shall
take all  actions  (including,  without  rotation,  the  filing  of any  Uniform
Commercial Code Financing  Statements or amendments  thereto) which the Bank may
deem  necessary  or  desirable  to perfect or  otherwise  protect  the Liens and
security  interests  granted  under the  Security  Agreements  or to obtain  the
benefits hereunder or thereunder.

         Section 8.13. Other Material Adverse Change.

         Suffer  or  permit  any  material   adverse  change  in  the  business,
properties,  financial condition,  prospects or operations of any Co-Borrower or
any Subsidiary; or in the ability of any Co-Borrower or any Guarantor to perform
its obligations under this Agreement or under any of the Facility Documents.

         Section 8.14. Sales of Receivables: Sale-Leasebacks.

         Sell,  discount or  otherwise  dispose of or permit any  Subsidiary  to
sell,  discount or  otherwise  dispose of notes,  accounts  receivable  or other
obligations owing to such entity, with or without recourse,  except for purposes
of  collection  in the  ordinary  course  of  business;  or sell or  permit  any
Subsidiary to sell any asset pursuant from an  arrangement  to thereafter  lease
such asset from the purchaser thereof.

         Section 8.15. Dividends, etc.

         Pay or permit  any  Subsidiary  to pay,  any cash  dividends,  make any
capital  distribution in cash or other property or purchase or redeem any of its
stock or other securities,  or retire any of its stock, or take any action which
would have an effect  equivalent  to any of the  foregoing  except to the extent
required to pay dividends on Comforce's  Series D Senior  Convertible  Preferred
Stock that is issued and outstanding on the date of this Agreement,  all as more
fully described on Schedule 8.15 hereto,  and except that any Subsidiary may pay
dividends to its parent  corporation  provided that the parent  corporation is a
Co-Borrower or a Guarantor.

         Section 8.16. Subsidiary, Partnerships.

         Except as  permitted  pursuant to Section  8.7  hereof,  create any new
Subsidiaries  or become  or  permit  any  Subsidiary  to  become a partner  in a
partnership or a member in a limited liability company or permit its Subsidiary,
Sumtech, Inc., to have at any time assets of more than $5,000 or to incur debt.


                                   ARTICLE 9.
                              FINANCIAL COVENANTS.

         So long as the Note or other  Obligations  shall remain unpaid,  or the
Bank shall have any Commitment under this Agreement, the Co-Borrowers shall:

         Section 9.1. Consolidated Minimum Effective Net Worth.

         Maintain at all times for the  periods  set forth below a  Consolidated
Effective  Net  Worth of not less  than the  amounts  set  forth  opposite  such
periods:

         Period                     Amount
         ------                     ------
         Closing Date - 9/29/96     $4,500,000
         9/30/96-12/30/96           The greater of (i) $5,000,000 and
                                    (ii) actual Consolidated Effective
                                    Net Worth at 6/30/96 plus $500,000
                                                         ---- 
         12/31/96-3/30/97           The greater of (i) $7,000,000 and 
                                    (ii) actual Consolidated Effective
                                    Net Worth at 9/30/96 plus $2,000,000
                                                         ----

and, for each  comparable  period  thereafter  commencing on March 31, 1997, and
each June 30,  September 30, December 31 and March 31 thereafter,  and ending on
the day  immediately  preceding the next fiscal quarter end, the sum of $400,000
plus the actual amount of Consolidated Effective Net Worth as of the immediately
preceding fiscal quarter or year end.

         Section 9.2. Consolidated Minimum Current Ratio.

         Maintain  at all  times a  ratio  of  Consolidated  Current  Assets  to
Consolidated Current Liabilities of not less than 1.90:1.00 from the date hereof
to December 30, 1996 and of not less than 2.50:  1.00 from December 31, 1996 and
thereafter.

         Section 9.3. Consolidated Maximum Effective Leverage.

         Maintain  at all times  during  each of the  periods  set forth below a
ratio of (A) Consolidated  Total  Liabilities to (B) Consolidated  Effective Net
Worth of not more than the ratio set forth opposite the applicable period:

         Period                              Ratio
         Closing Date - 12/30/96             1.75:1.00
         12/31/96 and thereafter             1.00:1.00

         Section 9.4. Minimum Consolidated Interest Coverage Ratio.

         Maintain at all times a  Consolidated  Interest  Coverage  Ratio of not
less than 4:00:1.00.

         Section 9.5. No Losses.

         Not suffer or permit any  Co-Borrower  or any Guarantor to suffer a net
loss  (including  for purposes of this  calculation  extraordinary  losses,  but
excluding extraordinary gains) in any fiscal quarter or any fiscal year.

         Section 9.6. Capital Expenditures.

         Not make, on a consolidated  basis,  Capital  Expenditures in excess of
[$250,0001 in any fiscal year.

         With respect to the  provisions of Section 9.1 and 9.3 above,  the Bank
shall  have the  right  in its  sole and  absolute  discretion,  to  change  the
requirements  set forth therein in connection with any of the following  events:
(i) the  consummation  by  Comforce  of any  public or private  offering  of its
capital  stock or the exercise of any wan-ants with respect to the capital stock
of  Comforce;   (ii)  the   consummation  by  any  Co-Borrower  of  a  Permitted
Acquisition;   (iii)  any   adjustments  to  the  equity  of  Comforce  and  its
Subsidiaries as a result of the repayment of certain  liabilities of Comforce by
ARTRA Group,  Incorporated and (iv) the reclassification of a $550,000 liability
of Comforce to  additional  paid in capital in  connection  with the issuance by
Comforce  of common  stock to Messrs.  Michael  Ferrentino,  James  Paterak  and
Christopher  Franco.  For  purposes  of  this  Article  9, if  Comforce  has any
Subsidiary  that  is not a  Co-Borrower  or a  Guarantor,  compliance  with  the
financial  covenants  of this  Article  9 shall  be  calculated  excluding  such
Subsidiary.

                                   ARTICLE 10.
                               EVENTS OF DEFAULT.

         Section 10.1. Events of Default.

         Any of the following events shall be an "Event of Default":

         (a) The Co-Borrowers shall (A)(i) fail to pay the principal of the Note
as and when due and payable; or (ii) fail to pay the interest on the Note as and
when due and payable or fail to pay any fee or other amount due hereunder as and
when due and payable  and, in the case of this  clause (ii) only,  such  failure
shall continue for two (2) consecutive days; (B) fail to pay any amount when due
and payable to the Bank in  connection  with a Letter of Credit;  or (c) fail to
make any required  prepayment as and when due and payable in accordance with the
terms of this Agreement;

         (b)  Any  representation  or  warranty  made  or  deemed  made  by  the
Co-Borrowers  or by any  Guarantor in this  Agreement  or in any other  Facility
Document or which is contained in any certificate,  document opinion,  financial
or other  statement  furnished to the Bank at any time  pursuant to any Facility
Document shall prove to have been incorrect in any material  respect on or as of
the date made or deemed made;

         (c) Any  Co-Borrower  shall fail (i) to  perform  or observe  any term,
covenant  or  agreement  contained  in Section  2.3, or in Articles 4, 8 or 9 or
Sections  7.7,  7.8 or 11.3  hereof;  or (ii) fail to  perform  any  other  term
covenant or agreement  on its parr to be  performed or observed  (other than the
obligations  specifically  referred  to in  Section  10.1  (a)) in any  Facility
Document and, in the case of this clause (ii) only such failure  shall  continue
for twenty (20) consecutive days;

         (d) Any  Co-Borrower or any of their  Subsidiaries  shall:  (i) fail to
make when due any payments with respect to any  Indebtedness,  including but not
limited to indebtedness  for borrowed money (other than the payment  obligations
described in Section 10.1(a) above), of such Co-Borrowers or such Subsidiary, as
the case may be, or any  interest  or  premium  thereon,  when due  (whether  by
scheduled maturity, required prepayment,  acceleration, demand or otherwise) or,
if such  Indebtedness has no stated due date, before an action for collection is
commenced; or (ii) fail to perform or observe any term, covenant or condition on
its part to be performed or observed under any agreement or instrument  relating
to any Indebtedness when required to be performed or observed,  if the effect of
such  failure  to  perform  or  observe  is  to  accelerate,  or to  permit  the
acceleration  of,  after the giving of notice or passage of time,  or both,  the
maturity of such Indebtedness, whether or not such failure to perform or observe
shall be waived by the holder of such Indebtedness; or (iii) any Indebtedness of
any  Co-Borrower  or any of their  Subsidiaries  shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment)  prior to the stated  maturity  thereof;  provided that it shall not
constitute an Event of Default hereunder unless the aggregate  principal balance
of all such Indebtedness shall equal or exceed $100,000;

         (e) Any  Co-Borrower or any of their  Subsidiaries  (i) shall generally
not, or be unable to, or shall admit in writing its or their  inability  to, pay
its or their debts as such debts  become  due; or (ii) shall make an  assignment
for the benefit of  creditors,  petition or apply to any court or otherwise  for
the  appointment of a custodian,  receiver or e for it or a substantial  part of
its  assets;  or (iii)  shall,  as debtor,  commence  any  proceeding  under any
bankruptcy,  reorganization,  arrangement,  readjustment of debt, dissolution or
liquidation  law or statute of any  jurisdiction,  whether now or  hereafter  in
effect;  or (iv) shall have had any such  petition or  application  filed or any
such  proceeding  shall have been  commenced,  against  it or them,  in which an
adjudication  or  appointment  is made or order for relief is entered,  or which
petition,  application or proceeding remains undismissed for a period of 30 days
or more; or (v) by any act or omission  shall  indicate its or their consent to,
approval of or acquiescence  in any such petition,  application or proceeding or
order for relief or the appointment of a custodian,  receiver or trustee for all
or  any  substantial   part  of  its  property;   (vi)  shall  suffer  any  such
custodianship,  receivership or trustee to continue undischarged for a period of
30 days or more; or (vii) shall cease to be Solvent;

         (f) One or more  judgments,  decrees or orders for the payment of money
in excess of  $100,000  in the  aggregate  in respect of  uninsured  or unbonded
claims shall be rendered  against the  Co-Borrowers,  or any of them,  or any of
their  Subsidiaries  and  such  judgments,  decrees  or  orders  shall  continue
unsatisfied  and in effect for a period of 30  consecutive  days  without  being
vacated, discharged, satisfied or stayed or bonded pending appeal;

         (g) An event or  condition  specified  in Section  7.8(i)  hereof shall
occur or exist with respect to any Plan or  Multiemployer  Plan and, as a result
of such event or condition,  together with all other such events or  conditions,
any  Co-Borrower,  any  Guarantor or any ERISA  Affiliate  shall incur or in the
opinion of the Bank shall be reasonably likely to incur a liability to a Plan, a
Multiemployer  Plan or PBGC (or any  combination of the foregoing)  which is, in
the determination of the Bank, material in relation to the financial  condition,
operations,  business or prospects of  Co-Borrowers,  or any of them,  or of any
Subsidiary;

         (h) Any Forfeiture Proceeding shall have been commenced with respect to
any Co-Borrower or any Subsidiary;

         (i) Any of the Security  Agreements or the Pledge  Agreements  shall at
any time after its execution and delivery and for any reason,  cease to create a
valid  and  perfected  first  priority  security  interest  in and  to  property
purported to be subject to such agreement;  or to be in full force and effect or
shall be declared null and void, or the validity or enforceability thereof shall
be contested by the Co-Borrowers or the Guarantors or any of them, or any of the
Co-Borrowers or the Guarantors  shall deny that it has any further  liability or
obligation  under a Security  Agreement  or a Pledge  Agreement to which it is a
party, or any Co-Borrower or Guarantor shall fail to perform any of its material
obligations under any Security Agreement or Pledge Agreement;

         (j) A material adverse change in the business, operations, financial or
other condition, properties or prospects of the Co-Borrowers, or any of them, or
any of their  Subsidiaries or in the ability of any Co-Borrower or any Guarantor
to perform its  obligations  hereunder  or under the  Facility  Documents  shall
occur; or

         (k)      A Change in Control shall occur.

         Section 10.2. Remedies.

         Upon the occurrence of any Event of Default hereunder, the Bank may, by
notice  to the  Co-Borrowers,  (i)  declare  the  Commitment  to be  terminated,
whereupon the same shall forthwith  terminate,  and (ii) declare the outstanding
principal of the Note,  all  interest  thereon and all other  Obligations  to be
forthwith due and payable,  whereupon  the Note,  all such interest and all such
amounts  shall become and be forthwith  due and  payable,  without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the  Co-Borrowers;  provided  that, in the case of an Event of Default
referred to in Section 10.1(e) or Section I 0. I (h) above, the Commitment shall
be  immediately  terminated,  and the Note,  all interest  thereon and all other
amounts  payable under this Agreement or the Note shall be  immediately  due and
payable without notice, presentment, demand, protest or other formalities of any
kind, all of which are hereby expressly waived by the Co-Borrowers. With respect
to all  Letters of Credit that shall not have  expired or with  respect to which
presentment for honor shall not have occurred,  upon the occurrence of any Event
of Default,  the Co-Borrowers  shall deposit in a cash collateral account opened
by the Bank an  amount  equal to the  aggregate  undrawn  amount of  Letters  of
Credit,  and the  unused  portion  thereof,  if any,  shall be  returned  to the
Co-Borrowers after the respective  expiration dates of the Letters of Credit and
after all Obligations are paid in full. Furthermore,  if an Event of Default has
occurred  and the Bank has  exercised  the  remedies  set  forth in (i) and (ii)
above,  interest and fees payable  hereunder in connection  with the Loans shall
automatically  be  increased  to the  Default  Rate (with  respect to Letters of
Credit,  the fees payable with respect thereto shall be automatically  increased
to a rate per annum equal to 2% per annum above the rate that would otherwise be
applicable with respect thereto.)


                                   ARTICLE 11.
                                 MISCELLANEOUS.

         Section 11.1. Amendments and Waivers.
         Except as otherwise expressly provided in this Agreement, any provision
of this  Agreement  may be amended or modified  only by an instrument in writing
signed by the  Co-Borrowers and the Bank and any provision of this Agreement may
be waived by the Bank only by an  instrument  signed by Bank (if such  provision
requires performance by the Co-Borrowers,  or any of them),  including,  but not
limited  to,  any  Event  of  Default.  No  failure  on the  part of the Bank to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof or preclude any other or further exercise thereof or the exercise
of any  other  right.  The  remedies  herein  provided  are  cumulative  and not
exclusive of any remedies provided by law.

         Section 11.2. Usury.

         Anything herein to the contrary notwithstanding,  the Obligations shall
be subject to the limitation  that payments of interest shall not be required to
the  extent  that  receipt  thereof  would  be  contrary  to  provisions  of law
applicable  to the Bank  limiting  rates of  interest  which may be  charged  or
collected  by the Bank.  If any of the  above-referenced  payments of  interest,
together with any other charges or fees deemed in the nature of interest, exceed
the  maximum  legal  rate,  then the Bank  shall  have  the  right to make  such
adjustments as are necessary to reduce any such  aggregate  interest rate (based
on the foregoing  aggregate  amount) to the maximum legal rate,  and if the Bank
ever receives, collects or applies any such excess, it shall be deemed a partial
repayment  of principal  and treated as such;  and if principal is paid in full,
any remaining  excess shall be refunded to the  Co-Borrowers.  The  Co-Borrowers
waive any right to prior notice of such  adjustment  and further  agree that any
such  adjustment  may be made by the Bank  subsequent to  notification  from the
Co-Borrowers  that such  aggregate  interest  charged  exceeds the maximum legal
rate.

         Section 11.3. Expenses.

         The Co-Borrowers  shall reimburse the Bank on demand for all reasonable
costs, expenses and charges (including, without limitation,  reasonable fees and
charges  of  the  Bank's  special  counsel,   Rivkin,   Radler  &  Kremer,  plus
disbursements,  incurred in  connection  with or relation to the  documentation,
negotiation and closing of the lions  contemplated  hereby) incurred by the Bank
in  connection  with the  preparation,  review,  execution  and delivery of this
Agreement and the Facility  Documents.  Without  limiting the  generality of the
foregoing,  the  Co-Borrowers  shall  pay all  recording  fees and  charges  and
recording  taxes  incurred by the Bank hereunder or in connection  herewith.  In
addition,  the  Co-Borrowers  shall reimburse the Bank for all of its reasonable
costs and expenses (including,  without limitation,  reasonable fees and charges
of  counsel  to  the  Bank)  in  connection  with  the  perfection,  protection,
enforcement or preservation of any rights under this Agreement,  the Note or the
other Facility  Documents.  The Co-Borrowers agree to indemnify the Bank and its
directors,  officers,  employees and agents from, and hold each of them harmless
against, any and all losses,  liabilities,  claims, damages or expenses incurred
by any of them arising out of or by reason of any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings)  relating to any actual or proposed use by the  Co-Borrowers of the
proceeds  of the  Loans or any  Letters  of  Credit,  or to the  failure  of the
Co-Borrowers or any Guarantor to perform or observe any of the terms,  covenants
or  conditions on its part to be performed or observed  under this  Agreement or
under  any  of  the  Facility  Documents  including,   without  limitation,  the
reasonable  fees and  disbursements  of counsel  incurred in connection with any
such  investigation  or litigation or other  proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the gross
negligence, willful misconduct or bad faith of the Person to be indemnified).

         Section 11.4.  Survival.

         The obligations of the  Co-Borrowers  under Section 2.3,  Article 4 and
Section 11.3 shall survive the repayment of the Loans and the  Termination  Date
for a period  corresponding to the maximum  applicable statute of limitations in
effect in the State of New York from time to time.

         Section 11.5.  Assignment; Participation.

         This Agreement shall be binding upon, and shall inure to the benefit of
Co-Borrowers,  the Bank and their respective successors and assigns, except that
the  Co-Borrowers  may not  assign  or  transfer  their  rights  or  obligations
hereunder.  The Bank may assign, or sell  participations  in, all or any part of
any Loan to another bank or other  entity,  in which event (a) in the case of an
assignment,  the assignee shall have, to the extent of such  assignment  (unless
otherwise  provided  therein),   the  same  rights,   benefits  and  obligations
(including,  without limitation,  a ratable assumption of the Bank's Commitment)
as the Bank  hereunder  and shall to the extent of such  assignment  be a "Bank"
hereunder; and (b) in the case of a participation, the participant shall have no
rights under the Facility  Documents and all amounts payable by the Co-Borrowers
under  Articles  2 and 3 shall be  determined  as if the Bank had not sold  such
participation.  The Bank may furnish any information concerning the Co-Borrowers
and the  Guarantors in the possession of the Bank from time to time to assignees
and participants  (including  prospective  assignees and participants;  provided
that the Bank shall require any such  prospective  assignee or such  participant
(prospective  or otherwise) to agree in writing to maintain the  confidentiality
of such  information.  There shall be no limit on the number of  assignments  or
participants that may be granted by the Bank.

         Section 11.6.  Notices.

         Unless the party to be notified  otherwise  notifies the other party in
writing as provided in this  Section,  and except as otherwise  provided in this
Agreement, notices shall be given by certified or registered mail, by recognized
overnight  delivery services or by telecopier to any party at its address on the
signature page of this  Agreement.  Notices shall be effective:  (a) if given by
registered  or certified  mail, 72 hours after deposit in the mails with postage
prepaid,  addressed  as  aforesaid;  or (b) if  given  by  recognized  overnight
delivery  service,  on the  Banking  Day  following  deposit  with such  service
addressed  as  aforesaid;  or (c) if given by  telecopy,  when the  telecopy  is
transmitted   to  the  telecopy   number  as  aforesaid  and  confirmed  with  a
confirmation  receipt;  provided that all notices to the Bank shall be effective
on receipt.
         Section 11.7. Joint and Several Obligations.

         Each of the  Co-Borrowers  acknowledges and agrees that all obligations
and  liabilities  of the  Co-Borrowers,  or any of  them,  for  the  payment  or
performance  of the  Obligations  shall be joint and several  obligations of all
Co-Borrowers.

         Section 11.8. Setoff.

         The Co-Borrowers agree that, in addition to (and without limitation of)
any right of setoff,  banker's lien or counterclaim the Bank may otherwise have,
the Bank  shall be  entitled,  at its  option  without  any prior  notice to the
Co-Borrowers  (any such notice being expressly waived by the Co-Borrowers to the
extent  permitted by applicable  law),  upon the occurrence and continuance of a
Default or Event of Default  hereunder,  to offset balances (general or special,
time  or  demand,  provisional  or  final)  held by it for  the  account  of the
Co-Borrowers  , or any  of  them,  at any  offices  of  the  Bank  or any of its
Affiliates,  in Dollars or in any other currency,  against any amount payable by
the  Co-Borrowers to the Bank under this Agreement or the Note which is not paid
when due (regardless of whether such balances are then due to the Co-Borrowers),
in which case it shall promptly notify the Co-Borrowers  thereof;  provided that
the Bank's  failure to give such notice shall not affect the  validity  thereof.
Payments  by  the  Co-Borrowers  hereunder  shall  be  made  without  setoff  or
counterclaim.

         Section 11.9. Jurisdiction; Immunities.

         (A) THE CO-BORROWERS  HEREBY  IRREVOCABLY SUBMIT TO THE JURISDICTION OF
ANY NEW YORK STATE OR UNITED STATES  FEDERAL  COURT SI G IN NEW YORK,  NASSAU OR
SUFFOLK  COUNTIES  OVER ANY ACTION OR  PROCEEDING  ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE NOTE, AND THE CO-BORROWERS  HEREBY  IRREVOCABLY AGREE THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN SUCH NEW YORK STATE OR FEDERAL COURT. THE CO-BORROWERS IRREVOCABLY CONSENT TO
THE  SERVICE OF ANY AND ALL  PROCESS  IN ANY SUCH  ACTION OR  PROCEEDING  BY THE
MAILING  (BY  CERTIFIED  OR  REGISTERED  MAIL) OF COPIES OF SUCH  PROCESS TO THE
CO-BORROWERS AT THE ADDRESS  SPECIFIED IN SECTION 11.6. THE  CO-BORROWERS  AGREE
THAT A FINAL JUDGMENT  (INCLUDING ANY APPLICABLE  APPEALS) IN ANY SUCH ACTION OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON THE  JUDGMENT OR IN ANY OTHER MANNER  PROVIDED BY LAW. THE  CO-BORROWERS
FURTHER  WAIVE ANY  OBJECTION  TO VENUE IN SUCH  STATE AND ANY  OBJECTION  TO AN
ACTION OR  PROCEEDING  IN SUCH STATE ON THE BASIS OF FORUM NON  CONVENIENS.  THE
CO-BORROWERS  FURTHER  AGREE THAT ANY ACTION OR PROCEEDING  BROUGHT  AGAINST THE
BANK SHALL BE  BROUGHT  ONLY IN NEW YORK STATE OR UNITED  STATES  FEDERAL  COURT
SITTING IN NEW YORK,  NASSAU OR SUFFOLK  COUNTY.  THE BANK AND THE  CO-BORROWERS
WAIVE ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH RESPECT TO THIS  AGREEMENT  AND
THE OTHER FACILITY DOCUMENTS.

         (B) NOTHING IN THIS  SECTION 11.9 SHALL AFFECT THE RIGHT OF THE BANK TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR AFFECT THE RIGHT OF
THE BANK TO BRING ANY ACTION OR PROCEEDING  AGAINST THE CO-BORROWERS,  OR ANY OF
THEM OR THEIR RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

         (c) TO THE EXTENT THAT ANY CO-BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM  JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION,
EXECUTION  OR  OTHERWISE)  WITH  RESPECT  TO ITSELF OR ITS  PROPERTY,  IT HEREBY
IRREVOCABLY  WAIVES  SUCH  IMMUNITY  IN  RESPECT OF ITS  OBLIGATIONS  UNDER THIS
AGREEMENT AND THE NOTE.

         Section 11.10. Table of Contents: Headings.

         Any table of contents and the headings and captions  hereunder  are for
convenience only and shall not affect the interpretation or construction of this
Agreement.

         Section 11.11. Severability.

         The provisions of this  Agreement are intended to be severable.  If for
any  reason  any  provision  of  this   Agreement   shall  be  held  invalid  or
unenforceable in whole or in part in any jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
unenforceability  without in any manner affecting the validity or enforceability
thereof in any other  jurisdiction  or the  remaining  provisions  hereof in any
jurisdiction.

         Section 11.12. Counterparts.

         This  Agreement may be executed in any number of  counterparts,  all of
which taken together shall constitute one and the same instrument, and any party
hereto may execute this Agreement by signing any such counterpart.

         Section 11.13. Integration.

         The Facility Documents set forth the entire agreement among the parties
hereto relating to the actions contemplated thereby and supersede any prior oral
or written statements or agreements with respect to such transactions.

         Section 11.14. Governing Law.

         This Agreement  shall be governed by, and  interpreted and construed in
accordance with, the law of the State of New York.

         Section 11.15. Further Rights of the Bank.

         (a)  The  Co-Borrowers  shall  do all  things  and  shall  deliver  all
instruments  reasonably  requested  by the Bank to protect  or perfect  any Lien
given  hereunder  or  in  connection  herewith  including,  without  limitation,
financing  statements  under  the  Uniform  Commercial  Code.  The  Co-Borrowers
authorize the Bank to execute alone any financing  statement or other  documents
or  instruments  that the Bank may require to perfect,  protect or establish any
Lien hereunder or in connection herewith and further authorizes the Bank to sign
their names on the same. The Co-Borrowers  appoint such person or persons as the
Bank may designate as its  attorney-in-fact to, upon the exercise by the Bank of
its  remedies  set  forth  in  Section  10.2  hereof,  endorse  the  name of the
Co-Borrowers,  or any of them on any  checks,  notes,  drafts or other  forms of
payment or security  that may come into the  possession of the Bank, to sign the
name  of any  Co-Borrower  on  invoices  or  bills  of  lading,  drafts  against
customers, notices of assignment, verifications and schedules and, generally, to
do all things necessary to carry out this Agreement and the Facility  Documents.
Upon the  exercise by the Bank of its remedies set forth in Section 10.2 hereof,
such  attorney-in-fact  may notify  the Post  Office  authorities  to change the
address of delivery of mail to an address  designated by the Banks, and open and
dispose of mail addressed to the Co-Borrowers.  The powers granted herein, being
coupled with an interest,  are  irrevocable,  and the  Co-Borrowers  approve and
ratify   all   acts  of  the   attorney-in-fact.   Neither   the  Bank  nor  the
attorney-in-fact  shall be liable for any act or omission,  error in judgment or
mistake  of law so  long  as the  same  is not  willful  misconduct  or  grossly
negligent.

         (b) In the  event  that the  Co-Borrowers  shall  fail to  purchase  or
maintain insurance (where applicable), or to pay any tax, assessment, government
charge or levy, except as the same maybe otherwise  permitted  hereunder,  or in
the  event  that  any  Lien  prohibited  hereby  shall  not be  paid  in full or
discharged,  or in the event  that the  Co-Borrowers  shall  fail to  perform or
comply with any other  covenant,  promise or obligation to the Bank hereunder or
under any  Facility  Document,  the Bank may,  but  shall  not be  required  to,
perform,  pay,  satisfy,  discharge  or bond  the same  for the  account  of the
Co-Borrowers,  and  all  monies  so  paid  by  the  Bank,  including  reasonable
attorneys' fees, shall be treated as an advance to the Co-Borrowers.

         (c) For all purposes  contained in this Section 11.15,  the obligations
referenced  herein shall be deemed  obligations of and applicable to each of the
Co-Borrowers and each of the Guarantors,  and the Co-Borrowers  shall cause each
of the Guarantors to comply with or perform all such obligations.

         Section 11.16. Relief from Bankruptcy Stay.

         The  Co-Borrowers  agree that, in the event that any  Co-Borrower,  any
Guarantor  or any of the  persons or parties  constituting  a  Co-Borrower  or a
Guarantor shall (i) file with any bankruptcy court of competent  jurisdiction or
be the  subject of any  petition  under Title I I of the U.S.  Code,  as amended
("Bankruptcy  Code"),  (ii) be the subject of any order for relief  issued under
the Bankruptcy  Code,  (iii) file or be the subject of any petition  seeking any
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution,  or similar relief under any present or future federal or state act
or law relating to  bankruptcy,  insolvency,  or other relief for debtors,  (iv)
have sought or consented to or  acquiesced  in the  appointment  of any trustee,
receiver,  conservator,  or  liquidation,  or (v) be the  subject  of any order,
judgment, or decree entered by any court of competent  jurisdiction  approving a
petition filed against such readjustment  liquidation,  dissolution,  or similar
relief  under any  present  or future  federal or state act or law  relating  to
bankruptcy,  insolvency,  or relief for  debtors,  the Bank shall  thereupon  be
entitled  and  the  Co-Borrowers  and  the  Guarantors  irrevocably  consent  to
immediate and  unconditional  relief from any automatic  stay imposed by Section
362 of the Bankruptcy  Code, or otherwise  available to the Bank as provided for
herein, in the Note, other Facility Documents  delivered in connection  herewith
and as otherwise provided by law, and the Co-Borrowers  hereby irrevocably waive
any right to object to such  relief and will not  contest any motion by the Bank
seeking relief from the automatic stay and the Co-Borrowers  will cooperate with
the Bank,  in any manner  requested by the Bank, in its efforts to obtain relief
from any such stay or other prohibition.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their respective  officers thereunto duly authorized
as of the date above written.

                  COMFORCE CORPORATION

                  By:________________________
                  Name:______________________
                  Title:_____________________


         Address for Notices:

                  ____________________________
                  Attn:_______________________
                  Telephone No.:______________
                  Telefax No.:________________