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Exhibit 10.2#





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INDEMNIFICATION AGREEMENT

This Agreement is made as of April 14, 2003, by and between Personnel
Group of America, Inc., a Delaware corporation (the Company), and the
undersigned Director of the Company (the Indemnitee), with reference to the
following facts:

The Indemnitee is currently serving as a Director of the Company and the
Company wishes the Indemnitee to continue in such capacity. The Indemnitee is
willing, under certain circumstances, to continue serving as a Director of the
Company.

The Indemnitee has indicated that he does not regard the indemnities
available under the Companys Bylaws as adequate to protect him against the
risks associated with his service to the Company and has noted that the
Companys directors and officers liability insurance policy has numerous
exclusions and a deductible and thus does not adequately protect Indemnitee.
In this connection the Company and the Indemnitee now agree they should enter
into this Indemnification Agreement in order to provide greater protection to
Indemnitee against such risks of service to the Company.

Section 145 of the General Corporation Law of the State of Delaware, under
which Law the Company is organized, empowers corporations to indemnify a person
serving as a director, officer, employee or agent of the corporation and a
person who serves at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, and said Section 145 and the Bylaws of the Company specify
that the indemnification set forth in said Section 145 and in the Bylaws,
respectively, shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

In order to induce the Indemnitee to continue to serve as a Director of
the Company and in consideration of his continued service, the Company hereby
agrees to indemnify the Indemnitee as follows:

1.     Indemnity. The Company will indemnify the Indemnitee, his executors,
administrators or assigns, for any Expenses (as defined below) which the
Indemnitee is or becomes legally obligated to pay in connection with any
Proceeding. As used in this Agreement the term Proceeding shall include any
threatened, pending or completed claim, action, suit or proceeding, whether
brought by or in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which the Indemnitee may
be or may have been involved as a party or otherwise, by reason of the fact
that Indemnitee is or was a director or officer of the Company, by reason of
any actual or alleged error or misstatement or misleading statement made or
suffered by the Indemnitee, by reason of any action taken by him or of any
inaction on his part while acting as such director or officer, or by reason of
the fact that he was serving at the request of the Company as a director,
trustee, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; provided, that in each such case Indemnitee
acted in good faith and in a manner which he reasonably believed to be in





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or not opposed to the best interests of the Company, and, in the case of a
criminal proceeding, in addition had no reasonable cause to believe that his
conduct was unlawful. As used in this Agreement, the term other enterprise
shall include (without limitation) employee benefit plans and administrative
committees thereof, and the term fines shall include (without limitations)
any excise tax assessed with respect to any employee benefit plan.

2.     Expenses. As used in this Agreement, the term Expenses shall
include, without limitation, damages, judgments, fines, penalties, amounts paid
in settlement and costs, attorneys fees and disbursements and costs of
attachment or similar bonds, investigations, and any expenses of establishing a
right to indemnification under this Agreement.

3.     Enforcement. If a claim or request under this Agreement is not paid by
the Company, or on its behalf, within thirty days after a written claim or
request has been received by the Company, the Indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim or request and if successful in whole or in part, the Indemnitee shall be
entitled to be paid also the Expenses of prosecuting such suit. The Company
shall have the right to recoup from the Indemnitee the amount of any item or
items of Expenses theretofore paid by the Company pursuant to this Agreement,
to the extent such Expenses are not reasonable in nature or amounts; provided,
however, that the Company shall have the burden of proving such Expenses to be
unreasonable. The burden of proving that the Indemnitee is not entitled to
indemnification for any other reason shall be upon the Company.

4.     Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.

5.     Exclusions. The Company shall not be liable under this Agreement to
pay any Expenses in connection with any claim made against the Indemnitee:



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (a)     to the extent that payment is actually made to the Indemnitee
under a valid, enforceable and collectible insurance policy;



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | (b)     to the extent that the Indemnitee is indemnified and actually
paid otherwise than pursuant to this Agreement;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)     in connection with a judicial action by or in the right of the
Company, in respect of any claim, issue or matter as to which the
Indemnitee shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that any court in which such action was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such expenses as such
court shall deem proper;





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)     if it is proved by final judgment in a court of law or other
final adjudication to have been based upon or attributable to the
Indemnitees in fact having gained any personal profit or advantage to
which he was not legally entitled;                                                                                                                                                                                                                                                                                                                                                          
|
| | (e)     for a disgorgement of profits made from the purchase and sale by
the Indemnitee of securities pursuant to Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
state statutory law or common law;                                                                                                                                                                                                                                                                                                                                             
|
| | (f)     brought about or contributed to by the dishonesty of the
Indemnitee seeking payment hereunder; however, notwithstanding the
foregoing, the Indemnitee shall be protected under this Agreement as to
any claims upon which suit may be brought against him by reason of any
alleged dishonesty on his part, unless a judgment or other final
adjudication thereof adverse to the Indemnitee shall establish that he
committed (i) acts of active and deliberate dishonesty, (ii) with actual
dishonest purpose and intent, (iii) which acts were material to the cause
of action so adjudicated; or
|
| | (g)     for any judgment, fine or penalty which the Company is
prohibited by applicable law from paying as indemnity or for any other
reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6.     Indemnification of Expenses of Successful Party.

Notwithstanding any other provision of this Agreement, to the extent that the
Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified against any and
all Expenses incurred in connection therewith.

7.     Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify the Indemnitee for the portion of such
Expenses to which the Indemnitee is entitled.

8.     Advance of Expenses. Expenses incurred by the Indemnitee in connection
with any Proceeding, except the amount of any settlement, shall be paid by the
Company in advance upon request of the Indemnitee that the Company pay such
Expenses. The Indemnitee hereby undertakes to repay to the Company the amount
of any Expenses theretofore paid by the Company to the extent that it is
ultimately determined that such Expenses were not reasonable or that the
Indemnitee is not entitled to indemnification.

9.     Approval of Expenses. No Expenses for which indemnity shall be sought
under this Agreement, other than those in respect of judgments and verdicts
actually rendered, shall be incurred without the prior consent be the Company,
which consent shall not be unreasonably withheld.

10.    Notice of Claim. The Indemnitee, as a condition precedent to his right
to be indemnified under this Agreement, shall give to the Company notice in
writing as soon as





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practicable of any claim made against him for which
indemnity will or could be sought under
this Agreement. Notice to the Company shall be given at its principal
office and shall be directed to the Corporate Secretary (or such other address
as the Company shall designate in writing to the Indemnitee); notice shall be
deemed received if sent by prepaid mail properly addressed, the date of such
notice being the date postmarked. In addition, the Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as
shall be within the Indemnitees power.

11.     Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one instrument.

12.      Indemnification Hereunder Not Exclusive. Nothing herein shall be
deemed to diminish or otherwise restrict the Indemnitees right to
indemnification under any provision of the Certificate of Incorporation or
Bylaws of the Company and amendments thereto or under law.

13.     Governing Law. This Agreement shall be governed by and construed in
accordance with Delaware law.

14.     Saving Clause. Wherever there is conflict between any provision of
this Agreement and any applicable present or future statute, law or regulation
contrary to which the Company and the Indemnitee have no legal right to
contract, the latter shall prevail, but in such event the affected provisions
of this Agreement shall be curtailed and restricted only to the extent
necessary to bring them within applicable legal requirements.

15.     Coverage. The provisions of this Agreement shall apply with respect
to the Indemnitees service as a Director of the Company prior to the date of
this Agreement and with respect to all periods of such service after the date
of this Agreement, even though the Indemnitee may have ceased to be a Director
of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.

| |  |                                  |  |                       
| |  | -------------------------------- |  | ----------------------
| |  | PERSONNEL GROUP OF AMERICA, INC.
| |  |                                  |  |                       
| |  | By:                              |  | /s/ Larry L. Enterline
| |  |                                  | 
| |  | Name: Larry L. Enterline        
| |  | Title: Chief Executive Officer  
| |  |                                  |  |                       
| |  | DIRECTOR:                       
| |  |                                  |  |                       
| |  |                                  |  | /s/ Victor E. Mandel  
| |  |                                 
| |  | Victor E. Mandel                





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Exhibit 10.14





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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the Agreement) is made as of this 24th day of
July 2003, by and between Thomas E. Stafford (Executive) and Personnel Group
of America, Inc. (the Company).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to employ Executive, and
Executive desires to continue such employment, under the terms and conditions
of this Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:

1.     Employment. The Company hereby continues to employ Executive, and
Executive hereby accepts such continued employment, as Vice President of Human
Resources of the Company under the terms and conditions set forth herein.

2.     Duties. During the Term (as defined below), Executive shall use his
best efforts, skill and ability to perform the duties and services customarily
incident to such offices and position and such other services as may be
assigned to him from time to time by the Chief Executive Officer, Chief
Financial Officer or Board of Directors (the Board) of the Company.
Executive shall (i) devote his full business time, attention and energies to
the business of the Company and (ii) faithfully and competently serve the
Company and perform his duties and responsibilities hereunder; provided,
however, that Executive may engage in other activities, such as activities
involving professional, charitable, educational, religious and similar types of
organizations, speaking engagements, memberships on the boards of directors of
other organizations (as the Board may from time to time agree to, it being
understood that the Board shall be deemed to have agreed to any memberships on
boards of directors of other organizations existing on the date hereof and
disclosed to the Company), and similar types of activities to the extent that
such other activities do not inhibit or prohibit the performance of Executives
duties under this Agreement, or conflict in any material way with the business
of the Company and its subsidiaries.

3.     Compensation and Related Matters. As full compensation for Executives
performance of his duties and services hereunder during the Term, the Company
shall pay Executive the compensation and provide the benefits set forth below:

a.     Base Salary. The Company shall pay Executive an annual salary of
$130,000 (Base Salary), less applicable withholding and other deductions,
payable in accordance with the Companys then current payroll practices.





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b.     Performance Bonus. In addition to the compensation otherwise payable
pursuant to this Agreement, Executive shall be eligible to receive an annual
performance bonus (the Bonus), determined by the Compensation Committee of
the Board (the Compensation Committee) for each fiscal year during the Term
equal to 20% of Base Salary at Target award levels (as defined below) and up
to 40% of Base Salary at Maximum award levels (as defined below). Any Bonus
awarded under this Agreement to Executive shall be determined as follows: (i)
70% of the Bonus (the EBITDA Bonus Award) shall be based upon the achievement
of the Target EBITDA (as defined below) for such year and (ii) 30% of the Bonus
(the Discretionary Bonus Award) shall be awarded on the basis of other
criteria, as determined by the Compensation Committee in its sole discretion.

For purposes of determining Executives Bonus, Target shall mean (i)
with respect to the EBITDA Bonus Award, achievement of the annual target
earnings before interest, taxes, depreciation and amortization of the Company
(Target EBITDA) established by the Compensation Committee in its sole
discretion, and (ii) with respect to the Discretionary Bonus Award, achievement
of other criteria as determined by the Compensation Committee in its sole
discretion. For the purposes of determining Executives Bonus, Maximum shall
mean (i) with respect to the EBITDA Bonus Award, 140% of Target EBITDA, and
(ii) with respect to the Discretionary Bonus Award, achievement of other
criteria as determined by the Compensation Committee in its sole discretion.

In addition, with respect to the EBITDA Bonus Award, Executive shall be
entitled to earn an EBITDA Bonus Award if the Company achieves at least 90% of
Target EBITDA; provided, however, that Executive shall not be entitled to any
EBITDA Bonus Award unless the Company achieves at least 90% of Target EBITDA.
If the Company achieves between (and including) 90% of Target EBITDA and 100%
of Target EBITDA, Executive shall be entitled to an EBITDA Bonus Award equal to
1.273% (70% of 1.818%) of Executives Base Salary for each 1% above 89% of
Target EBITDA that is achieved. For example, if 92% of Target EBITDA is
achieved, Executive shall be entitled to an EBITDA Bonus Award equal to 3.818%
of Base Salary, calculated as follows:

|                                                  |                                                 |  |       |       |  
|------------------------------------------------- | ----------------------------------------------- |  | ----- | ----- | -
|Total Bonus potential sharing above 89% per point |                                                 |  | 1.818 | %    
|EBITDA Bonus Award percentage of Total Bonus      |                                                 |  | X.70  | %    
|                                                  |                                                 |  |       |      
|                                                  | EBITDA Bonus Award per point over 89% of Target |  |       | 1.273 | %
|Points over 89% of Target EBITDA                  |                                                 |  | X.3   |      
|                                                  |                                                 |  |       |      
|                                                  | EBITDA Bonus Award at 92% of Target             |  |       | 3.818 | %
|                                                  |                                                 |  |       |      

If more than 100% but less than 140% of Target EBITDA is achieved,
Executive shall be entitled to an EBITDA Bonus Award equal to (i) 14% of Base
Salary, plus (ii) 0.35% (70% of 0.50%) of Executives Base Salary for each 1%
above 100% of Target EBITDA that is achieved. In no event shall the total
amount of EBITDA Bonus Award exceed 28% of Executives Base Salary.

-2-



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For the fiscal year ended December 28, 2003, the Target EBITDA shall be
set at $20.7 million. For the remaining Term, the Target EBITDA for any fiscal
year shall be set during the first quarter of that year by the Compensation
Committee in its sole discretion.

c.     Stock Options. Executive shall be eligible to be granted stock options
pursuant to the 2003 Equity Incentive Plan of Personnel Group of America, Inc.
(the 2003 Equity Plan) during the Term.

d.     Other Benefits. During the Term, Executive shall be eligible to
participate in the benefits that the Company generally provides to its
similarly situated senior executive employees, such as medical, life and
long-term disability insurance and retirement benefits, upon the same terms and
conditions that the Company generally makes such benefits available to its
similarly situated senior executive employees and Executive shall be entitled
to receive such other fringe benefits as may be granted to him from time to
time by the Company.

e.     Vacation. During the Term, Executive shall be allowed 23 days of paid
vacation per calendar year, which shall be accrued in accordance with the
Companys vacation policies.

4.     Expenses. During the Term, the Company shall reimburse Executive for
documented reasonable and necessary business expenses incurred on the Companys
behalf in performing Executives duties and promoting the business of the
Company, including reasonable entertainment expenses, travel and lodging
expenses in accordance with the Companys business expense reimbursement
policies.

5.     Term. The term of this Agreement shall commence on May 15, 2003 (the
Effective Date) and shall continue until the second anniversary thereof (the
Initial Term), unless earlier terminated pursuant to the provisions of
Paragraph 6. Upon the expiration of the Initial Term, this Agreement shall
automatically extend for successive one (1) year extension periods (subject to
the provisions of Paragraph 6), unless terminated by either party by written
notice to that effect not less than thirty (30) days prior to the expiration of
the Initial Term or the then effective extension period, as the case may be.
The Initial Term and any extension periods are referred to herein collectively
as the Term.

6.     Termination. Executives employment hereunder shall terminate prior to
the expiration of the Term on the earlier to occur of any of the following
events:

a.     Termination in Event of Disability. By the Company immediately upon
Executives death or upon ten (10) days prior written notice from the Company
to Executive after a determination of Disability by the Board or a physicians
certification of Disability of Executive as hereinafter described. For
purposes of this Agreement, Disability shall mean the incapacity of
Executive, by reason of a mental or physical disability to perform his material
duties hereunder, for a period of 120 consecutive days or 180 non-consecutive
days during any twelve (12) month-period, as reasonably determined by the Board
or as certified by a qualified physician selected by the Board, which
certification may be made before the expiration of such 120 consecutive days or
180 non-consecutive days on the basis of such physicians determination of
Executives incapacity.

-3-



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b.     Termination For Cause. By the Company for Cause, immediately upon the
Companys delivery of written notice of termination to Executive. For purposes
of this Agreement, Cause shall mean:



| |                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Executives commission of an act constituting a breach of
fiduciary duty, gross negligence or willful misconduct;                                                                                                                            
|
| | (ii)     Executives engagement in conduct which violates the
Companys then existing internal policies or procedures and which
is detrimental to the business, reputation, character or standing
of the Company or any of its affiliates;           
|
| | (iii) Executives commission of an act of fraud, dishonesty or
misrepresentation that is detrimental to the business, reputation,
character or standing of the Company or any of its affiliates;                                                     
|
| | (iv)     Executives commission of an act constituting a
misdemeanor involving moral turpitude or a felony under the laws of
the United States or any state or political subdivision thereof;                                                        
|
| | (v)     Executives engagement in a conflict of interest or
self-dealing with respect to the Company that is not approved in
advance by the Board or a committee thereof; or                                                                         
|
| | (vi)     after notice by the Company and a reasonable opportunity
to cure, Executives material breach of his obligations as set
forth in this Agreement or his material failure to satisfactorily
perform his duties and responsibilities hereunder.

c.     Termination For Good Reason. By Executive for Good Reason and upon at
least thirty (30) days prior written notice of termination to the Company.
For purposes of this Agreement, Good Reason shall mean, without the express
written consent of Executive, the occurrence of any of the following:



| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     a material breach by the Company of any material provision
of this Agreement, including the assignment to Executive of any
duties inconsistent in any material respect with Executives
position in the Company or a material adverse alteration in the
nature or status of Executives responsibilities; or
|
| | (ii)     the Companys requiring Executive to be based anywhere
other than within 50 miles of where he currently works and resides;                                                                                                                                                                                 

provided, however, that in the event of a breach or circumstance pursuant to
clauses (i) or (ii) above, Good Reason shall not exist unless Executive
provides written notice to the Company of his intention to terminate this
Agreement, which notice shall identify in reasonable detail the basis therefor
and be delivered within thirty (30) days after the event or circumstances
providing such basis, and the Company shall fail to cure such condition within
thirty (30) days following the delivery of the written notice; and provided,
further that if such events cannot be reasonably cured within thirty (30) days
and the Company commences reasonable steps within said thirty

-4-



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(30)  day period
to cure such breach and diligently continues such steps thereafter, the cure
period shall be extended for an additional thirty (30) day period.

d.     Termination Without Cause. At any time by the Company, without Cause
or for any reason, upon at least thirty (30) days prior written notice of
termination to Executive.

e.     Termination Without Good Reason. At any time by Executive, without
Good Reason or for any reason, upon at least thirty (30) days prior written
notice of termination to the Company.

7.   a.    Compensation Upon Termination for Cause and Certain Other Events.
In the event that Executives employment is terminated pursuant to Paragraphs
6(b) or 6(e) above, he will not be entitled to any compensation other than: (i)
any accrued but unpaid Base Salary, (ii) any reimbursement owed to him by the
Company in accordance with Paragraph 4 and (iii) any other or additional
benefits in accordance with the plans and programs of the Company referred to
in Paragraphs 3(d) or 3(e); in each case only through the date of termination
of Executives employment hereunder. All payments required to be made by the
Company to Executive pursuant to this Paragraph 7(a) shall be paid on a regular
basis in accordance with the Companys normal payroll procedures and policies
and subject to withholding and deductions pursuant to Paragraph 11.

b.     Severance Upon Certain Events of Termination. In the event that
Executives employment is terminated pursuant to Paragraphs 6(c) or 6(d) above,
-in addition to, but not in duplication of, the benefits set forth in Paragraph
7(a), Executive shall be entitled to receive (i) for a period of six (6) months
commencing on the effective date of such termination, Executives Base Salary,
at the rate as then in effect, and (ii) a prorated bonus for the fiscal year in
which the effective date of termination occurs, such prorated bonus award to be
determined by multiplying (x) the EBITDA Bonus Award for such fiscal year as
determined in accordance with Section 3(b) by (y) a fraction the numerator of
which is the number of days in the fiscal year of termination that precede the
effective date of termination and the denominator of which is the total number
of days in such fiscal year, payable in each case of clauses (i) and (ii) above
in accordance with the Companys regular payroll and executive bonus payment
procedures, as applicable, and subject to Executives execution of a release,
in a form satisfactory to the Compensation Committee, and continued compliance
with the terms of Paragraph 8 hereunder. Executive shall not be entitled to
receive any other severance or other compensation or payments, including any
Bonus which has not been paid as of the termination date other than the Bonus
provided for in clause (ii) of the preceding sentence, by reason of the
termination of Executives employment. The refusal of the Company to extend
the employment of Executive beyond the Initial Term or any renewal thereof
(other than for Cause, or Executives death or Disability) pursuant to
Paragraph 5 shall be deemed a termination by the Company without Cause for
purposes of determining severance pursuant to this Paragraph 7(b). In
addition, for a period of twelve (12) months following termination of
Executives employment, Executive and his spouse and dependents shall be
entitled to continue to be covered by all group medical insurance arrangements
in which Executive was a participant as of the date of such termination, at the
same coverage level and on the same terms and conditions which apply to then
active employees of the Company, until Executive commences a new employment or
otherwise obtains

-5-



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coverage under another group medical plan, which coverage
does not contain any pre-existing condition exclusions or limitations. At the
termination of the benefits coverage under the preceding sentence, Executive
and his spouse and dependents shall be entitled to continuation coverage
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended,
Sections 601-608 of the Employee Retirement Income Security Act of 1974, as
amended, and under any other applicable law, to the extent required by such
laws, determined on the basis of the date of Executives termination of
employment hereunder and reducing the period of such continuation coverage (to
the extent permitted by such laws) by the period of coverage provided under the
preceding sentence.

c.     Payments in the Event of Disability. Prior to the termination of
Executives employment pursuant to Paragraph 6(a) of this Agreement, during any
period that Executive fails to perform his full-time duties with the Company as
a result of incapacity due to physical or mental illness, he shall continue to
receive his Base Salary, Bonus and other benefits provided hereunder, less the
amount of any disability benefits received by Executive during such period
under any disability plan or program sponsored by the Company (whether the
premium or other cost therefor is paid by the Company or by Executive), until
Executives employment hereunder is terminated pursuant to Paragraph 6(a).
Thereafter, Executives benefits shall be determined under the Companys
retirement, insurance, and other compensation and benefit plans and programs
then in effect, in accordance with the terms of such programs.

d.     Effect of Change in Control. In the event of a Change in Control (as
defined below) while Executive is still employed by the Company, all options
granted to Executive under the 2003 Equity Plan or otherwise and then held by
Executive shall become fully vested. For purposes of this Agreement, a Change
in Control shall mean the occurrence of any of the following: (i) the Company
consolidates with, or merges with or into another corporation or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person, or any corporation consolidates
with, or merges with or into, the Company, in any such event pursuant to a
transaction in which the outstanding voting stock of the Company is changed
into or exchanged for cash, securities or other property, other than any such
transaction where (A) the outstanding voting stock of the Company is changed
into or exchanged for (x) voting stock of the surviving or transferee
corporation or (y) cash, securities (whether or not including voting stock) or
other property, and (B) all or any holders of the voting stock of the Company
immediately prior to such transaction own, directly or indirectly, in the
aggregate not less than 50% of the voting power of the voting stock of the
surviving corporation immediately after such transaction or (ii) the Company is
liquidated or dissolved or adopts a plan of liquidation; provided, however,
that a Change in Control shall not include any going private or leveraged
buy-out transaction which is sponsored by Executive or in which Executive
acquires an equity interest materially in excess of his equity interest in the
Company immediately prior to such transaction (the events described in (i) or
(ii) above being referred to herein as a Change in Control).

8.     Confidentiality, Non-Solicitation and Non-Competition.

a.     During the Term and thereafter, Executive shall not, except as may be
required to perform his duties hereunder or as required by applicable law,
disclose to others or

-6-



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use, whether directly or indirectly, any Confidential
Information. For purposes of this Agreement, Confidential Information shall
mean information about the Company, its subsidiaries and affiliates, and their
respective clients, customers and employees that is not available to the
general public and that was learned by Executive in the course of his
employment by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, client and customer
lists, information regarding other employees of the Company, and all papers,
resumes, records (including computer records) and the documents containing such
Confidential Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company,
and that such information gives the Company a competitive advantage. Upon the
termination of his employment for any reason whatsoever, Executive shall
promptly deliver to the Company all documents, computer tapes and disks (and
all copies thereof) containing any Confidential Information.

b.     During the Term and for six (6) months thereafter, Executive shall not,
directly or indirectly in any manner or capacity (e.g., as an advisor,
principal, agent, partner, officer, director, shareholder, employee, member of
any association or otherwise) engage in, work for, consult, provide advice or
assistance or otherwise participate in any activity that competes with the
Company in the business of temporary staffing, direct placement, managed
staffing services or IT consulting in any of the following jurisdictions (it
being agreed that the Company maintains business operations in each of such
jurisdictions): Alabama, Arizona, California, Colorado, the District of
Columbia, Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania,
Rhode Island, South Carolina, Texas, Utah, Virginia, and Washington. Executive
further agrees that during such period he will not assist or encourage any
other person in carrying out any activity that would be prohibited by the
foregoing provisions of this Paragraph 8 if such activity were carried out by
Executive and, in particular, Executive agrees that he will not induce any
employee of the Company to carry out any such activity; provided, however, that
the beneficial ownership by Executive, either individually or as a member of
a group, as such terms are used in Rule 13d of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, of less than
2% of the voting stock of any publicly held corporation shall not be a
violation of this Agreement. It is further expressly agreed that the Company
will or would suffer irreparable injury if Executive were to compete with the
Company or any subsidiary or affiliate of the Company in violation of this
Agreement and that the Company would by reason of such competition be entitled
to injunctive relief in a court of appropriate jurisdiction, and Executive
further consents and stipulates to the entry of such injunctive relief in such
a court prohibiting Executive from competing with the Company or any subsidiary
or affiliate of the Company in violation of this Agreement.

c.     During the Term and for six (6) months thereafter, Executive shall not,
directly or indirectly, influence or attempt to influence customers or
suppliers of the Company or any of its subsidiaries or affiliates, to divert
their business to any competitor of the Company.

d.     Executive recognizes that he will possess confidential information
about other employees of the Company relating to their education, experience,
skills, abilities, compensation and benefits, and interpersonal relationships
with customers of the Company.

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Executive recognizes that the information he
will possess about these other employees is not generally known, is of
substantial value to the Company in developing its business and in securing and
retaining customers, and will be acquired by him because of his business
position with the Company. Executive agrees that, during the Term, and for a
period of six (6) months thereafter, he will not, directly or indirectly,
solicit or recruit any employee of the Company for the purpose of being
employed by his or by any competitor of the Company on whose behalf he is
acting as an agent, representative or employee.

e.     Executive acknowledges that he was informed of the time, territory,
scope and other essential requirements of the restrictions in this Paragraph 8
when he agreed to become employed with the Company under the terms set forth in
this Agreement, and Executive further acknowledges that he has received
sufficient and valuable consideration for his agreement to such restrictions.

9.   Waiver. The failure of a party to enforce any term, provision, or
condition of this Agreement at any time or times shall not be deemed a waiver
of that term, provision, or condition for the future, nor shall any specific
waiver of a term, provision, or condition at one time be deemed a waiver of
such term, provision, or condition for any future time or times.

10.   Governing Law; Jurisdiction; No Jury Trial. This Agreement shall be
governed and construed in accordance with the laws of the State of North
Carolina without giving effect to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of the state and federal courts
sitting in Mecklenburg County, State of North Carolina, for the adjudication of
any dispute hereunder (except as hereinafter provided). EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the
foregoing jury trial waiver is not enforceable at the time of any dispute
hereunder, then such dispute shall be resolved by binding arbitration in
accordance with the then current National Rules for the Resolution of
Employment Disputes of the American Arbitration Association. Such arbitration,
if necessary, shall be convened in the City of Charlotte, State of North
Carolina. Notwithstanding any other provision hereof, the Company shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
Paragraph 8 of this Agreement, and Executive consents that such restraining
order or injunction may be granted without the necessity of the Companys
posting any bond, except to the extent otherwise required by applicable law.

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11.     Tax Withholding. The Company shall withhold from any amounts payable
under this Agreement such federal, state and local income and employment taxes
as shall be required to be withheld pursuant to any applicable law or
regulation.

12.     Paragraph Headings. Paragraph headings contained in this Agreement are
for reference purposes only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof.

13.     Severability. Each provision of this Agreement is intended to be
severable. If any provision of this Agreement or any portion thereof is
declared invalid, illegal, or incapable of being enforced by any court of
competent jurisdiction, the remainder of such provisions and all of the
remaining provisions of this Agreement shall continue in full force and effect.

14.     Integrated Agreement, Amendments. This Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations. This Agreement can
only be changed or modified pursuant to a written instrument duly executed by
each of the parties hereto.

15.     Interpretation, Counterparts. No provision of this Agreement is to be
interpreted for or against any party because that party drafted such provision.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the same
instrument.

16.     Assignment. The Company may assign this Agreement to any direct or
indirect subsidiary or parent of the Company or joint venture in which the
Company has an interest, or any successor (whether by merger, consolidation,
purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company and this Agreement shall be binding upon and inure to
the benefit of such successors and assigns. Executive may not sell, transfer,
assign, or pledge any of his rights or interests pursuant to this Agreement.

17.     Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand
delivery, or by facsimile (with confirmation of transmission), or by overnight
courier, or by registered or certified mail, return receipt requested, postage
prepaid, in each case addressed as follows:

| |  |                                 
| |  | --------------------------------
| |  | If to Executive:                
| |  |                                 
| |  | Thomas E. Stafford              
| |  | 3111 Old Barn Road              
| |  | Charlotte, North Carolina 28270 
| |  | Tel: (704) 845-2828             
| |  |                                 
| |  | If to the Company:              
| |  |                                 
| |  | Personnel Group of America, Inc.

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|                                     
|-------------------------------------
|2709 Water Ridge Parkway             
|2nd Floor                            
|Charlotte, North Carolina 28217-4538 
|Attention: Board of Directors        
|With Copy to: Chief Executive Officer
|Facsimile: (704) 442-5137            

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.

[The Remainder of This Page is Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first above written.

| |  |                                  |  |                                      
| |  | -------------------------------- |  | -------------------------------------
| |  | PERSONNEL GROUP OF AMERICA, INC.
| |  |                                  |  |                                      
| |  | By:                              |  | /s/ JAMES C. HUNT                    
| |  | Its:                             |  | President and Chief Financial Officer



| |                                           
| | ------------------------------------------
| | /s/ THOMAS E. STAFFORD

Thomas E. Stafford

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