<PAGE>   1
                                                                   EXHIBIT 10.16




                        PERSONNEL GROUP OF AMERICA, INC.

                       NON-QUALIFIED PROFIT SHARING PLAN



                              AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 1996

<PAGE>   2

                               TABLE OF CONTENTS


<TABLE>
<S>                      <C>                                                                                            <C>
ARTICLE I.               INTRODUCTION AND PURPOSE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         1.1.      Establishment of the Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         1.2.      Purpose of the Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II.              DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.1.      Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.2.      Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.3.      Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.4.      Basic Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.5.      Board  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                         2.6.      Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.7.      Code   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.8.      Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.9.      Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.10.     Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.11.     Controlled Group   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.12.     Disability or Disabled   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.13.     Eligible Employee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                         2.14.     Employee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.15.     Employer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.16.     ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.17.     Hardship   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.18.     Hour of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.19.     Interest Rate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.20.     Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                         2.21.     Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.22.     Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.23.     Spouse   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.24.     Termination of Employment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.25.     Valuation Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.26.     Vested Percentage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         2.27.     Year of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III.             ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         3.1.      Eligibility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV.              COMPANY ALLOCATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                         4.1.      Non-qualified Profit Sharing Allocation  . . . . . . . . . . . . . . . . . . . . . . 4
                         4.2.      Eligibility to Receive an Allocation   . . . . . . . . . . . . . . . . . . . . . . . 5
                         4.3.      Unpaid Leaves of Absence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                         4.4.      Suspended Participants   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>





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<PAGE>   3

<TABLE>    
<S>                      <C>                                                                                           <C>
                         4.5.      Cessation of Participation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE V.               ACCOUNTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                         5.1.      Establishment of Account   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                         5.2.      Bookkeeping Accounts   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                         5.3.      Valuation of Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE VI.              VESTING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                         6.1.      Vesting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                         6.2.      Forfeiture Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                         6.3.      Reallocation of Forfeitures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE VII.             PAYMENT OF ACCOUNTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                         7.1.      Method of Distribution   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                         7.2.      Distribution   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                         7.3.      Beneficiary Designation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                         7.4.      Payment to Minors or Legal Incompetents  . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VIII.            PLAN ADMINISTRATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
                         8.1.      Adoption and Administration of the Plan  . . . . . . . . . . . . . . . . . . . . . . 8
                         8.2.      Amendment and Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                         8.3.      Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
                         8.4.      Impartiality of Committee Members  . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IX.              CLAIMS PROCEDURE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE X.               MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                         10.1.     No Funding Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                         10.2.     Non-alienation of Benefits   . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                         10.3.     Limitation of Rights   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                         10.4.     Captions and Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                         10.5.     Applicable Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
</TABLE>





                                      -ii-
<PAGE>   4

                                   ARTICLE I.
                            INTRODUCTION AND PURPOSE


1.1.        Establishment of the Plan.  Effective August 15, 1995, Personnel
            Group of America, Inc. (the "Company") assumed the Plan sponsorship
            and a portion of the obligations and liabilities for certain
            participating employers in the ADIA Services, Inc.  Nonqualified
            Profit Sharing Plan, as in effect on January 1, 1995.  This
            amendment and restatement of the Plan is effective as of January 1,
            1996.

1.2.        Purpose of the Plan.  The Company intends to maintain the Plan
            primarily for the purpose of providing deferred compensation for a
            select group of management or highly compensated employees, within
            the meaning of ERISA Section 401(a)(1).  The Plan will be
            interpreted in a manner that comports with these intentions.


                                  ARTICLE II.
                                  DEFINITIONS

Definitions are contained in this Article and throughout other Sections of the
Plan.  The location of a definition is for convenience only and should not be
given any significance.  A word or term defined in this Article (or in any
other Article) will have the same meaning throughout the Plan unless the
context clearly requires a different meaning.

Whenever referred to in this Plan, the following capitalized terms shall have
the meanings set forth below except where otherwise provided.  As used in the
Plan, the masculine, feminine and neuter genders and the singular and plural
numbers shall each be deemed to include the other or others.

2.1.        "Account" means a Participant's Non-qualified Profit Sharing
            Account established pursuant to Section 5.1.

2.2.        "Affiliate" means any corporation, partnership or other
            organization which, during any period of employment of a
            Participant, was at least 50% controlled by the Company or any
            member of the Controlled Group of which the Company is a member.

2.3.        "Beneficiary" means the person(s) designated pursuant to Section
            7.3 to receive benefits in the event of the Participant's death.

2.4.        "Basic Plan" means the ADIA 401(k)/Profit Sharing Plan I and its
            successor plan the Personnel Group of America, Inc. 401(k) Plan.

2.5.        "Board" means the Board of Directors of Personnel Group of America,
            Inc.

<PAGE>   5


2.6.        "Change of Control" means a change in ownership of more than 50% of
            the stock of a participating Employer.  If, because of a Change of
            Control, one or more of the participating Employers are no longer
            members of the Controlled Group of which the Company is a member, a
            Change of Control is not triggered for the remaining participating
            Employers.  For the purpose of this Section, the provisions of Code
            Section 318 concerning the constructive ownership of stock do not
            apply.  Notwithstanding the foregoing provisions of this Section, a
            Change of Control will not be deemed to have occurred solely
            because of the acquisition of securities of a participating
            Employer's direct parent by an employee benefit plan maintained by
            the Company for its Employees.

2.7.        "Code" means the internal Revenue Code of 1986 as amended.

2.8.        "Committee" means the Compensation Committee of the Board.

2.9.        "Company" means Personnel Group of America, Inc.  The Company will
            be the "plan administrator" under ERISA.

2.10.       "Compensation" means the earnings paid to a Participant by an
            Employer during a Plan Year as reported on Internal Revenue Service
            Form W-2, including any amounts not includible in the Participant's
            Form W-2 by reason of a salary reduction arrangement with an
            Employer under Code Section 125, 401(k), 402(e)(3), 402(h) or
            403(b) which if paid would have been Compensation.  However,
            Compensation does not include director's fees, reimbursement of
            expenses, severance and other payments at or following termination
            of employment, and other amounts as determined by the Committee on
            a uniform basis.

2.11.       "Controlled Group" means any two or more corporations, trades, or
            businesses which constitute a controlled group or an affiliated
            service group of which the Company is a member, or are under common
            control with the Company, within the meaning of Code Section
            414(b), (c), (m), or (o), but only for the period during which such
            relationship exists.

2.12.       "Disability or Disabled" has the same meaning as under the
            Company's long term disability plan.

2.13.       "Eligible Employee" means an Employee who satisfies both of the
            following requirements:

            (a)     a full-time salaried Employee identified by the Committee
                    as eligible to participate in the Plan for a Plan Year. The
                    group of Eligible Employees for any Plan Year will be
                    limited to, and may be more restrictive than, the group of
                    Employees who are members of a select group of management
                    or highly compensated employees (within the meaning of
                    ERISA Section 401(a)(1)).  An





                                      -2-
<PAGE>   6

                    employee's eligibility to participate in the Plan for a 
                    given Plan Year does not guarantee continued eligibility to
                    participate in any future Plan Year; and

            (b)     an Employee who is excluded from participating in the Basic
                    Plan because of being a highly compensated employee, as
                    defined by Code Section 414(q) and the regulations
                    thereunder.

2.14.       "Employee" means a common law employee of an Employer.

2.15.       "Employer" means the Company and any other Affiliate which by the
            action of its directors has adopted the Plan with the Company's
            consent; and any successors of such entities.

2.16.       "ERISA" means the Employee Retirement Income Security Act of 1974,
            as amended from time to time.

2.17.       "Hardship" means an unforeseeable and unanticipated emergency which
            is caused by an event beyond the control of the Participant or
            Beneficiary, and which would result in severe financial hardship to
            the Participant or Beneficiary if a distribution is not permitted.
            Hardship conditions will be evaluated in accordance with the terms
            of Treasury Regulations Section 1.457-2(h)(4). The Committee will
            have the sole discretion to determine whether a Hardship condition
            exists and the Committee's decision will be final.

            A Participant or Beneficiary must submit a written request for a
            Hardship to the Committee on such form and in such manner as the
            Committee prescribes, and must certify as to the Hardship condition
            and the severe financial need.  The Committee will have sole
            discretion to determine whether a Hardship exists and to determine
            the appropriate action, if any.

2.18.       "Hour of Service" means an hour of service as defined in the Basic
            Plan.

2.19.       "Interest Rate" means the interest rate credited to a Participant's
            Account under Article V.  Interest shall be credited as of each
            Valuation Date.  Initially, the Interest Rate shall equal the
            guaranteed long-term interest rate in effect as of the Valuation
            Date under the Basic Plan.  However, the Committee, in its sole
            discretion, may decide to change the basis for determining the
            Interest Rate.  The revised Interest Rate shall apply to calendar
            quarters commencing after the Committee adopts a revised Interest
            Rate policy.

2.20.       "Participant" means an Employee (a) who has satisfied the
            requirements to participate under Article III or (b) an individual
            who continues to have an Account balance greater than zero.





                                      -3-
<PAGE>   7

2.21.       "Plan" means the Personnel Group of America, Inc.  Non-qualified
            Profit Sharing Plan as set forth herein and as amended from time to
            time.

2.22.       "Plan Year" means the calendar year.

2.23.       "Spouse" means the person to whom the Participant is married on the
            date of his death.

2.24.       "Termination of Employment" means any voluntary or involuntary
            termination of employment (including by reason of death or
            Disability) with an Employer or successor Employer.

2.25.       "Valuation Date" means the last business day of each calendar
            quarter or other date specified by the Committee pursuant to
            Section 5.3.

2.26.       "Vested Percentage" means the nonforfeitable percentage of a
            Participant's Account determined under Article VI.

2.27.       "Year of Service" means a year of service for vesting purposes as
            defined in the Basic Plan.  In addition, the Committee shall have
            the discretion to grant past service credit to any Participant
            recruited in the middle of his career.


                                  ARTICLE III.
                                  ELIGIBILITY

3.1.        Eligibility.  An Employee shall become a Participant on the date
            after he becomes an Eligible Employee, has attained age 21 and has
            completed one Year of Service.


                                  ARTICLE IV.
                              COMPANY ALLOCATIONS

4.1.        Non-qualified Profit Sharing Allocation.  The Company may, in its
            discretion, make a Non-qualified Profit Sharing Allocation for any
            Plan Year.  Such amount shall be allocated according to a formula
            as specified by the Committee.  If no formula is specified, then
            the total Company allocation shall be allocated to each Participant
            eligible to be credited with an allocation in the proportion which
            such Participant's compensation for the Plan Year bears to the
            compensation for such year of all such Participants.





                                      -4-
<PAGE>   8

4.2.        Eligibility to Receive an Allocation.  A Participant is eligible to
            receive a Company allocation and a share of any forfeitures
            allocated for the Plan Year provided that he has:

            (a)     completed 1,000 Hours of Service during the Plan Year; and

            (b)     is an active Employee on December 31 of the Plan Year.

4.3.        Unpaid Leaves of Absence.  If a Participant is granted an unpaid
            leave of absence, there will be no Company Allocations during the
            period of leave.

4.4.        Suspended Participants.  A Participant shall become a suspended
            Participant for any Plan Year in which he does not qualify for a
            Company allocation under Section 4.2.

4.5.        Cessation of Participation.  A Participant shall continue
            participation until such time as the full value of the Vested
            Percentage of the Participant's Account has been distributed
            pursuant to Article VII or forfeited pursuant to Article VI.


                                   ARTICLE V.
                                    ACCOUNTS

5.1.        Establishment of Account.  In lieu of paying the Participant
            Compensation equal to the Non-qualified Profit Sharing Allocation,
            the Company shall credit such amount during the first calendar
            quarter following the end of the Plan Year to an account in the
            name of the Participant (the "Non-qualified Profit Sharing
            Account").

5.2.        Bookkeeping Accounts.  Accounts will be primarily for accounting
            purposes and will not restrict the operation of the Plan or require
            separate earmarked assets to be allocated to any account on behalf
            of any Participant.  The establishment of an Account will not give
            any Participant the right to receive any asset held by the Company
            in connection with the Plan or otherwise.

5.3.        Valuation of Accounts.  The Company shall value each Participant's
            Account each Valuation Date as follows:

            (a)     first, Account balances will be debited with distributions
                    or forfeitures;

            (b)     next, Account balances will be credited with investment
                    gains or losses, determined by the Interest Rate;

            (c)     next, any Company allocations or forfeitures will be added
                    to the balance of the Participant's Account.





                                      -5-
<PAGE>   9


            The Committee may, in its sole discretion, change the Valuation
            Date, provided, however, Accounts shall be valued on at least one
            day in each Plan Year.


                                  ARTICLE VI.
                                    VESTING

6.1.        Vesting.  Subject to the limitations of Section 6.2, a Participant
            has a fully vested right to the amounts allocated to the
            Participant's Account in accordance with the following schedule:

<TABLE>
<CAPTION>
            Years of Service                                                 Vested Percentage
            ----------------                                                 -----------------
            <S>                                                                    <C>
            Less than 3 years                                                        0%
            3 but less than 4 years                                                 20%
            4 but less than 5 years                                                 40%
            5 but less than 6 years                                                 60%
            6 but less than 7 years                                                 80%
            7 or more years                                                         100%
</TABLE>

            In addition, the amounts allocated to a Participant's Account shall
            be fully vested upon his death while employed.

6.2.        Forfeiture Provisions.  Notwithstanding Section 6.1 and any Plan
            provision to the contrary, at the discretion of the Committee, a
            Participant's Account remains subject to forfeiture if:

            (a)     he is discharged for cause or performs an act of willful
                    malfeasance or gross negligence in a matter of material
                    importance to the Company; or

            (b)     for the twelve-month period following his Termination of
                    Employment he engages in competition with the Company
                    (without prior written authorization by the Committee) to
                    the extent such non-compete provision is permitted under
                    ERISA.

6.3.        Reallocation of Forfeitures.  If pursuant to Section 6.2, the
            Committee determines that a Participant forfeits his Account
            balance or if at Termination of Employment a Participant has a
            Vested Percentage less than 100%, the forfeitable and unvested
            portion of his Account shall be reallocated to the remaining
            Participants as of the allocation date at the end of the Plan Year
            in which the forfeiture occurs in accordance with Article IV.  A
            Participant is eligible to receive a portion of reallocated
            forfeitures only if he is eligible for a Company allocation for
            such Plan Year.





                                      -6-
<PAGE>   10


                                  ARTICLE VII.
                              PAYMENT OF ACCOUNTS

7.1.        Method of Distribution.  Unless otherwise expressly provided by the
            Committee, any distribution from a Participant's Account will be
            paid in cash and in a single lump sum payment.

7.2.        Distribution.

            (a)     Termination of Employment.  A Participant shall be entitled
                    to receive the Vested Percentage of his Account on the
                    one-year anniversary of his Termination of Employment.  The
                    Committee shall value the Vested Percentage of the
                    Participant's Account on the Valuation Date coinciding with
                    or immediately preceding the distribution date.

            (b)     Distribution Because of Death.  If a Termination of
                    Employment is because of a Participant's death, his
                    Beneficiary shall be entitled to receive 100% of his
                    Account valued as of the Valuation Date coinciding with or
                    immediately preceding the date of death.

            (c)     Distribution in the Event of Hardship.  Prior to a
                    distribution under paragraphs (a) or (b) payment of a
                    portion of a Participant's Account may be made in the event
                    of Hardship, as defined in Section 2.17.  The amount of any
                    Hardship distribution will not exceed the amount required
                    to meet the Hardship, including any taxes or penalties due
                    on the distribution, or the vested amount credited to the
                    Participant's Account.

            (d)     Unpaid Leaves of Absence.  If a Participant is granted an
                    unpaid leave of absence and the Participant does not return
                    to active employment within the twelve-month period
                    following his last date of active employment, in the
                    Committee's discretion it may deem that a Termination of
                    Employment has occurred for purposes of a distribution
                    under the Plan.  If the Committee deems that a Termination
                    of Employment has occurred, the Participant shall be
                    entitled to the Vested Percentage of his Account in
                    accordance with paragraph (a) above.

7.3.        Beneficiary Designation.

            (a)     A Participant may designate by written notice delivered to
                    the Committee a Beneficiary (or Beneficiaries) to receive
                    all or a portion of the amount of the Participant's Account
                    in case of the Participant's death.  A Beneficiary
                    designation may be revoked by the Participant at any time
                    by written notice delivered to the Committee.





                                      -7-
<PAGE>   11

            (b)     If a Beneficiary has not been designated, cannot be located
                    or the Beneficiary does not survive the Participant,
                    payment of the Participant's death benefit will be made to
                    the Participant's surviving Spouse or, if none, to the
                    Participant's estate.

7.4.        Payment to Minors or Legal Incompetents.

            (a)     If any Beneficiary is a minor or is physically or mentally
                    incapable of giving a valid receipt for any payment due him
                    and no legal representative has been appointed, the
                    Committee may, in its discretion, direct payment to any
                    person or institution maintaining the Beneficiary.  If the
                    Beneficiary has a legal representative, payment shall be
                    made to the legal representative.

            (b)     In the event of a dispute as to whom distribution is to be
                    made under this Section, payment may be made to a court of
                    proper jurisdiction, with final distribution to be
                    determined by such court.

            (c)     Any payment made in accordance with the provisions of this
                    Section shall completely discharge any liability for the
                    making of such payment under the provisions of the Plan.


                                 ARTICLE VIII.
                              PLAN ADMINISTRATION

8.1.        Adoption and Administration of the Plan.

            (a)     This Plan shall be adopted by the Board.  The Company will
                    be the "plan administrator" under ERISA.  The Company's
                    responsibilities as plan administrator, under the Plan and
                    under law, shall be carried out by or under the supervision
                    of the Compensation Committee.  The Compensation
                    Committee's actions shall be actions on behalf of the plan
                    administrator and not on behalf of itself or of its
                    individual members.

            (b)     The Committee shall have the sole authority, in its
                    discretion, to adopt, amend and rescind such rules and
                    regulations as it deems advisable in the administration of
                    the Plan, to construe and interpret the Plan, the rules and
                    regulations, and Plan forms, and to make all other
                    determinations and interpretations of the Plan.  All
                    decisions, determinations and interpretations of the
                    Committee will be binding on all interested parties.  The
                    Committee may delegate in writing its responsibilities as
                    it sees fit.





                                      -8-
<PAGE>   12

8.2.        Amendment and Termination.  This Plan may be amended in any way or
            may be terminated, in whole or in part, at any time, in the
            discretion of the Board.  However, no amendment, suspension or
            termination of the Plan will affect a Participant's right or the
            right of a Beneficiary, to receive the benefits such Participant
            has accrued prior to or as of the effective date of such amendment
            or termination.


8.3.        Indemnification.  The Company will indemnify and hold harmless any
            of its employees, officers, directors or members of the Committee
            who have responsibilities with respect to the Plan from and against
            any and all losses, claims, damages, expenses and liabilities
            (including reasonable attorneys' fees and amounts paid, with the
            approval of the Board, in settlement of any claim) arising out of
            or resulting from the implementation of a duty, act or decision
            with respect to the Plan, so long as such duty, act or decision
            does not involve gross negligence or willful misconduct on the part
            of any such individual.

8.4.        Impartiality of Committee Members.  Committee members who are
            Participants will abstain from voting on any Plan amendment or on
            any administrative matters that relate primarily to themselves or
            that would cause them to be in constructive receipt of amounts
            credited to their Accounts.  The Chief Executive Officer of the
            Company will identify three or more individuals to serve as a
            temporary replacement of the Committee members in the event that
            all three members must abstain from voting.

8.5.        Change of Control.  In the event of a Change of Control, the
            Company shall fully fund all vested Plan Accounts with cash or
            other liquid assets.  In the Committee's discretion, it can
            establish a revocable rabbi trust to hold the assets.  If such
            Change of Control occurs, the trust will become an irrevocable
            rabbi trust, the value of all vested Accounts shall be immediately
            paid to or on behalf of all Participants and Beneficiaries, and the
            Plan shall be discontinued.  If the Change of Control does not
            occur, at such time as the Company determines it to be no longer
            likely and imminent, the Company may recover the assets that it
            deposited in the revocable rabbi trust.

                                  ARTICLE IX.
                                CLAIMS PROCEDURE

9.1.        A person with an interest in the Plan shall have the right to file
            a claim for benefits under the Plan and to appeal any denial of a
            claim for benefits.  Any request for a Plan benefit or to clarify
            the claimant's rights to future benefits under the terms of the
            Plan shall be considered to be a claim.

9.2.        A claim for benefits will be considered as having been made when
            submitted in writing by the claimant (or by such claimant's
            authorized representative) to the Committee.  No particular form is
            required for the claim, but the written claim must





                                      -9-
<PAGE>   13

            identify the name of the claimant and describe generally the
            benefit to which the claimant believes he is entitled.  The claim
            may be delivered personally during normal business hours or mailed
            to the Committee.

9.3.        The Committee will determine whether, or to what extent, the claim
            may be allowed or denied under the terms of the Plan.  If the claim
            is wholly or partially denied, the claimant shall be so informed by
            written notice within 90 days after the day the claim is submitted
            unless special circumstances require an extension of time for
            processing the claim.  If such an extension of time for processing
            is required, written notice of the extension shall be furnished to
            the claimant prior to the termination of the initial 90-day period.
            Such extension may not exceed an additional 90 days from the end of
            the initial 90-day period.  The extension notice shall indicate the
            special circumstances requiring an extension of time and the date
            by which the Plan expects to render the final decision.  If notice
            of denial of a claim (in whole or in part) is not furnished within
            the initial 90-day period after the claim is submitted (or, if
            applicable, the extended 90-day period), the claimant shall
            consider that his claim has been denied just as if he had received
            actual notice of denial.

9.4.        The notice informing the claimant that his claim has been wholly or
            partially denied shall be written in a manner calculated to be
            understood by the claimant and shall include:

            (1)     The specific reason(s) for the denial.
            (2)     Specific reference to pertinent Plan provisions on which
                    the denial is based.  
            (3)     A description of any additional material or information  
                    necessary for the claimant to perfect the claim and an 
                    explanation of why such material or information is 
                    necessary.  
            (4)     Appropriate information as to the steps to be taken if the 
                    claimant wishes to submit his claim for review.

9.5.        If the claim is wholly or partially denied, the claimant (or his
            authorized representative) may file an appeal of the denied claim
            with the Committee requesting that the claim be reviewed.  The
            Committee shall conduct a full and fair review of each appealed
            claim and its denial.  Unless the Committee notifies the claimant
            that due to the nature of the benefit and other attendant
            circumstances he is entitled to a greater period of time within
            which to submit his request for review of a denied claim, the
            claimant shall have 60 days after he (or his authorized
            representative) receives written notice of denial of his claim
            within which such request must be submitted to the Committee.

9.6.        The request for review of a denied claim must be made in writing.
            In connection with making such request, the claimant or his
            authorized representative may:

            (1)     Review pertinent documents.





                                      -10-
<PAGE>   14

            (2)     Submit issues and comments in writing.

9.7.        The decision of the Committee regarding the appeal shall be
            promptly given to the claimant in writing and shall normally be
            given no later than 60 days following the receipt of the request
            for review.  However, if special circumstances (for example, if the
            Committee decides to hold a hearing on the appeal) require a
            further extension of time for processing, the decision shall be
            rendered as soon as possible, but no later than 120 days after
            receipt of the request for review.  However, if the Committee holds
            regularly scheduled meetings at least quarterly, a decision on
            review shall be made by no later than the date of the meeting which
            immediately follows the Plan's receipt of a request for review,
            unless the request is filed within 30 days preceding the date of
            such meeting.  In such case, a decision may be made by no later
            than the date of the second meeting following the Plan's receipt of
            the request for review.  If special circumstances (for example, if
            the Committee decides to hold a hearing on the appeal) require a
            further extension of time for processing, the decision shall be
            rendered as soon as possible, but no later than the third meeting
            following the Plan's receipt of the request for review.  If special
            circumstances require that the decision will be made beyond the
            initial time for furnishing the decision, written notice of the
            extension shall be furnished to the claimant (or his authorized
            representative) prior to the commencement of the extension.  The
            decision on review  shall be in writing and shall be furnished to
            the claimant or to his authorized representative within the
            appropriate time for the decision.  If a decision on review is not
            furnished within the appropriate time, the claim shall be deemed to
            have been denied on appeal.

9.8.        The Committee may, in its sole discretion, decide to hold a hearing
            if it determines that a hearing is necessary or appropriate in
            order to make a full and fair review of the appealed claim.

9.9.        The decision on review shall include specific reasons for the
            decision, written in a manner calculated to be understood by the
            claimant, as well as specific references to the pertinent Plan
            provisions on which the decision is based.

9.10.       A person must exhaust his rights to file a claim and to request a
            review of the denial of his claim before bringing any civil action
            to recover benefits due to him under the terms of the Plan, to
            enforce his rights under the terms of the Plan, or to clarify his
            rights to future benefits under the terms of the Plan.

9.11.       The Committee shall exercise its responsibility and authority under
            this claims procedure as a fiduciary and, in such capacity, shall
            have the discretionary authority and responsibility (1) to
            interpret and construe the Plan and any rules or regulations under
            the Plan, (2) to determine the eligibility of Employees to
            participate in the Plan, and the rights of Participants to receive
            benefits under the Plan, and (3) to make factual determinations in
            connection with any of the foregoing.





                                      -11-
<PAGE>   15


                                   ARTICLE X.
                                 MISCELLANEOUS

10.1.       No Funding Obligation.  The amounts credited to a Participant's
            Account are not held in a trust or escrow account and are not
            secured by any specific assets of an Employer.  This Plan shall not
            be construed to require an Employer to fund any of the benefits
            provided hereunder nor to establish a trust for such purpose.  The
            Company may make such arrangements as it desires to provide for the
            payment of benefits.  Neither the Participant, any Beneficiary nor
            the Participant's estate shall have any rights against an Employer
            with respect to any portion of the Participant's Account except as
            a general unsecured creditor of the Employer.  No Participant has
            an interest in his Account until the Participant actually receives
            payment.

10.2.       Non-alienation of Benefits.  No benefit under this Plan may be
            sold, assigned, transferred, conveyed, hypothecated, encumbered,
            anticipated, or otherwise disposed of, and any attempt to do so
            shall be void.  No such benefit shall, prior to receipt thereof by
            a Participant, be in any manner subject to the debts, contracts,
            liabilities, engagements, or torts of such Participant.  However,
            the Committee will honor a court order regarding the payment of
            alimony or other support payments, or the establishment of
            community property or other marital property rights, to the extent
            required by law.

10.3.       Limitation of Rights.  Nothing in this Plan shall be construed to
            limit in any way the right of an Employer to terminate an
            Employee's employment at any time for any reason whatsoever with or
            without cause; nor shall it be evidence of any agreement or
            understanding, express or implied, that the Employer (a) will
            employ an Employee in any particular position, (b) will ensure
            participation in any incentive programs, or (c) will grant any
            awards from such programs.

10.4.       Captions and Headings.  The captions and headings in this Plan are
            for convenience only and shall not in any way affect the meaning or
            interpretation of the Plan.

10.5.       Applicable Law.  This Plan shall be construed and its provisions
            enforced and administered in accordance with the laws of the State
            of North Carolina except as otherwise provided in ERISA.

                                       PERSONNEL GROUP OF AMERICA, INC.
                              
                              
                                       By: /s/ Edward P. Drudge, Jr.
                                           --------------------------------
                              
                                       Title: Chairman and CEO     
                                             ------------------------------
                              
                                       Date:  1 January 1996
                                             ------------------------------




                                     -12-