<PAGE>
                                                                     EXHIBIT 4.2

                            SFBC INTERNATIONAL, INC.

CERTIFICATE NO. ___

         THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
         SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED
         OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
         SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
         THE ACQUIRER

         (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A
         "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER
         THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
         WITH RESPECT TO EACH SUCH ACCOUNT, AND

         (2) AGREES THAT IT WILL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY
         HEDGING TRANSACTIONS INVOLVING THIS SECURITY OR THE COMMON STOCK
         ISSUABLE UPON CONVERSION OF THIS SECURITY UNLESS IN COMPLIANCE WITH THE
         SECURITIES ACT, AND

         (3) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL,
         PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
         HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) TWO YEARS AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
         COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
         (OR ANY PREDECESSOR OF THIS SECURITY) OR SUCH SHORTER PERIOD OF TIME AS
         PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
         PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
         REQUIRED BY APPLICABLE LAW, EXCEPT ONLY

         (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,

         (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE
         UNDER THE SECURITIES ACT,

         (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
         UNDER THE SECURITIES ACT, OR

         (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
         UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(C)
         ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY
         BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR
         TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (3)(D) ABOVE,
         THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY
         OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY
         REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
         IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
         STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
         OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT.



<PAGE>

         THIS SECURITY SHALL BE ENTITLED TO THE BENEFITS OF THAT CERTAIN
         REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 11, 2004, BETWEEN SFBC
         INTERNATIONAL, INC., AND UBS SECURITIES LLC.

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY
         IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
         OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.




                                       2
<PAGE>



                            SFBC INTERNATIONAL, INC.

Certificate No. ___

                     2.25% Convertible Senior Note due 2024

                              CUSIP No. 784121 AA 3

         SFBC International, Inc., a Delaware corporation (the "COMPANY"), for
value received, hereby promises to pay to Cede & Co., or its registered assigns,
the principal sum of _______________________________ dollars ($___________) on
August 15, 2024 and to pay interest thereon, as provided on the reverse hereof,
until the principal and any unpaid and accrued interest are paid or duly
provided for.

         Interest Payment Dates: February 15 and August 15, with the first
payment to be made on February 15, 2005.

         Record Dates: February 1 and August 1.

         The provisions on the back of this certificate are incorporated as if
set forth on the face hereof.

         IN WITNESS WHEREOF, SFBC INTERNATIONAL, INC. has caused this instrument
to be duly signed.

                                     SFBC INTERNATIONAL, INC.

                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:

Dated: _______________



                                       3
<PAGE>


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities
referred to in the
within-mentioned Indenture

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee


By:
    -------------------------------------------------
               Authorized Signatory

Dated:
      -------------------




                                       4
<PAGE>




                              [REVERSE OF SECURITY]

                            SFBC INTERNATIONAL, INC.

                     2.25% CONVERTIBLE SENIOR NOTE DUE 2024

         1. INTEREST. SFBC International, Inc., a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Security at
the rate PER ANNUM shown above. The Company will pay interest semi-annually on
February 15 and August 15 of each year, with the first payment to be made on
February 15, 2005. Interest on the Securities will accrue on the principal
amount from, and including, the most recent date to which interest has been paid
or provided for or, if no interest has been paid, from, and including, August
11, 2004, in each case to, but excluding, the next interest payment date or
Maturity Date, as the case may be. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. MATURITY. The Securities will mature on August 15, 2024.

         3. METHOD OF PAYMENT. Except as provided in the Indenture (as defined
below), the Company will pay interest on the Securities to the persons who are
Holders of record of Securities at the close of business on the record date set
forth on the face of this Security next preceding the applicable interest
payment date. Holders must surrender Securities to a Paying Agent to collect the
principal amount, Redemption Price, Option Purchase Price or Fundamental Change
Repurchase Price of the Securities, plus, if applicable, accrued and unpaid
interest, if any, payable as herein provided upon Optional Redemption,
Repurchase at Holder's Option or Repurchase Upon a Fundamental Change, as the
case may be. The Company will pay, in money of the United States that at the
time of payment is legal tender for payment of public and private debts, all
amounts due in cash with respect to the Securities, which amounts shall be paid
(A) in the case this Security is in global form, by wire transfer of immediately
available funds to the account specified by the Holder hereof and (B) in the
case this Security is held in other than global form, by wire transfer of
immediately available funds to the account specified by the Holder hereof or, if
no such account is specified, by mailing a check to such Holder's address shown
in the register of the Registrar.

         4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, Wachovia Bank,
National Association (the "Trustee") will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar or
Conversion Agent without notice.

         5. INDENTURE. The Company issued the Securities under an Indenture
dated as of August 11, 2004 (the "INDENTURE") between the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss. 77aaa-77bbbb) (the "TIA") as in effect on the date of the
Indenture. The Securities are subject to all such terms, and Holders are


                                       1
<PAGE>
referred to the Indenture and the TIA for a statement of such terms. The
Securities are general unsecured senior obligations of the Company limited to
$143,750,000 aggregate principal amount, except as otherwise provided in the
Indenture (except for Securities issued in substitution for destroyed,
mutilated, lost or stolen Securities). Terms used herein without definition and
which are defined in the Indenture have the meanings assigned to them in the
Indenture.

         6. OPTIONAL REDEMPTION.

                  The Company shall have the right, at the Company's option, at
any time, and from time to time, on a Redemption Date on or after August 15,
2009, to redeem all or any part of the Securities at a price payable in cash
equal to one hundred percent (100%) of the principal amount of the Securities to
be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
Redemption Date (an "OPTIONAL REDEMPTION").

                  Upon surrender to the Paying Agent of a Security subject to
Optional Redemption, such Security shall be paid, to the Holder surrendering
such Security, at the Aggregate Redemption Payment Amount. If the Redemption
Date is an interest payment date, the Company shall pay, on such Redemption
Date, the accrued and unpaid interest, if any, to, but excluding, the Redemption
Date to the Holder of record of such Security at the close of business on the
record date for such interest payment, and, such accrued and unpaid interest
shall not be paid to the Holder submitting such Security for Optional Redemption
(unless such Holder was the Holder of record of such Security at the close of
business on the record date for such interest payment).

         If the Paying Agent (other than the Company) holds on the Redemption
Date money sufficient to pay the Aggregate Redemption Payment Amount with
respect to all Securities to be redeemed, then (unless there shall be a Default
in the payment of the Aggregate Redemption Payment Amount) on and after the
Redemption Date such Securities shall be deemed to be no longer outstanding,
interest on such Securities shall cease to accrue, and such Securities shall be
deemed paid whether or not such Securities are delivered to the Paying Agent.
Thereafter, all rights of the Holders of such Securities shall terminate with
respect to such Security, other than the right to receive the Aggregate
Redemption Payment Amount.

         7. NOTICE OF REDEMPTION. Notice of Optional Redemption will be mailed
at least thirty (30) days but not more than sixty (60) days before the
Redemption Date to each Holder of Securities to be redeemed at its address
appearing in the security register. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in integral multiples
of $1,000 principal amount.

         8. PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER. Subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase, at the option of the Holder, the Securities held by such Holder on
each of August 15, 2009, August 15, 2014 and August 15, 2019 (each, an "OPTION
PURCHASE DATE") at an Option Purchase Price, payable in cash, equal to one
hundred percent (100%) of the principal amount of the Securities to be


                                       2
<PAGE>

purchased, plus accrued and unpaid interest, if any, to, but excluding,
applicable Option Purchase Date, upon delivery of a Purchase Notice containing
the information set forth in the Indenture, at any time from the opening of
business on the date that is twenty (20) Business Days prior to the applicable
Option Purchase Date until the close of business on the Business Day immediately
preceding the applicable Option Purchase Date and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.

         Holders have the right to withdraw any Purchase Notice by delivering to
the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

         If the Paying Agent (other than the Company) holds on the applicable
Option Purchase Date money sufficient to pay the aggregate Option Purchase
Price, and accrued and unpaid interest, if any, to, but excluding, such Option
Purchase Date, payable in respect of Securities on such Option Purchase Date,
then (unless there shall be a Default in the payment of such aggregate Option
Purchase Price or a Default in the payment of accrued and unpaid interest, if
any, to, but excluding, such Option Repurchase Date) on and after such Option
Purchase Date such Securities shall be deemed to be no longer outstanding and
interest on them shall cease to accrue, and such Securities shall be deemed paid
whether or not such Securities are delivered to the Paying Agent. Thereafter,
all other rights of the Holders of such Securities shall terminate with respect
to such Securities, other than the right to receive the Option Purchase Price
plus such accrued and unpaid interest.

         9. REPURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE. Subject to
the terms and conditions of the Indenture, in the event of a Fundamental Change,
each Holder of the Securities shall have the right, at the Holder's option, to
require the Company to repurchase such Holder's Securities including any portion
thereof which is $1,000 in principal amount or any integral multiple thereof on
a date selected by the Company (the "FUNDAMENTAL CHANGE REPURCHASE DATE"), which
date is no later than thirty (30) Trading Days and no earlier than twenty (20)
Trading Days after the date on which notice of such Fundamental Change is mailed
in accordance with the Indenture but in no event prior to the Fundamental
Change, at a price payable in cash equal to one hundred percent (100%) of the
principal amount of such Security, plus accrued and unpaid interest, if any, to,
but excluding, the Fundamental Change Repurchase Date. In addition, in the event
of certain Fundamental Changes that occur prior to August 15, 2009, the Company
will pay the Make-Whole Premium described below.

         Within thirty (30) days after the occurrence of the Fundamental Change,
the Company must mail, or cause to be mailed, notice of the occurrence of such
Fundamental Change to each Holder of record. Such notice shall include, among
other things, a description of the procedure which a Holder must follow to
exercise the Fundamental Change Repurchase Right. To exercise the Fundamental
Change Repurchase Right, a Holder of Securities must, in accordance with the
provisions of the Indenture, (i) deliver, no later than the close of business on


                                       3
<PAGE>

the third Business Day immediately preceding the Fundamental Change Repurchase
Date, a Fundamental Change Repurchase Notice to the Company (if it is acting as
its own Paying Agent) or to the Paying Agent; and (ii) deliver, at any time
after the delivery of such Fundamental Change Repurchase Notice, the Securities
with respect to which the Holder is exercising its Fundamental Change Repurchase
Right (together with all necessary endorsements).

         A "FUNDAMENTAL CHANGE" shall be deemed to have occurred upon the
occurrence of either a "Change in Control" or a "Termination of Trading."

         A "CHANGE IN CONTROL" shall be deemed to have occurred at such time as:

                  (i) any "person" or "group" (as such terms are used for
         purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes
         the "beneficial owner" (as such term is used in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of fifty percent (50%) or more
         of the Voting Stock; or

                  (ii) at any time the following persons cease for any reason to
         constitute a majority of the Company's Board of Directors:

                           (1) individuals who on the Issue Date constituted the
                  Company's Board of Directors; and

                           (2) any new directors whose election to the Company's
                  Board of Directors or whose nomination for election by the
                  Company's shareholders was approved by at least a majority of
                  the directors of the Company then still in office who were
                  either directors of the Company on the Issue Date or whose
                  election or nomination for election was previously so
                  approved; or

                  (iii) the Company consolidates with, or merges with or into,
         another person or any person consolidates with, or merges with or into,
         the Company, in any such event other than pursuant to a transaction
         where the persons that "beneficially owned," directly or indirectly,
         the shares of the Company's Voting Stock immediately prior to such
         transaction, "beneficially own," directly or indirectly, immediately
         after such transaction, shares of the continuing or surviving
         corporation's Voting Stock representing at least a majority of the
         total voting power of all outstanding classes of the Voting Stock of
         the continuing or surviving corporation and such persons "beneficially
         own" such shares in substantially the same proportion as such ownership
         immediately prior to the transaction; or

                  (iv) the sale, transfer, lease, conveyance or other
         disposition of all or substantially all of the assets or properties of
         the Company to any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), including any group
         acting for the purpose of acquiring, holding, voting or disposing of
         securities within the meaning of Rule 13d-5(b)(1) under the Exchange
         Act; or



                                       4
<PAGE>


                  (v) the Company is liquidated or dissolved or the holders of
         the Company's Capital Stock approve any plan or proposal for the
         liquidation or dissolution of the Company;

         PROVIDED, HOWEVER, that a Change in Control will not be deemed to have
         occurred if, in the case of a merger or consolidation, 95% or more of
         the total consideration (other than cash payments for fractional shares
         or pursuant to statutory appraisal rights) in the merger or
         consolidation constituting the Change in Control consists of common
         stock and any associated rights traded on a U.S. national securities
         exchange or quoted on The Nasdaq National Market (or which will be so
         traded or quoted when issued or exchanged in connection with such
         Change in Control), and, as a result of such transaction or
         transactions, the Securities become convertible solely into such common
         stock and associated rights.

         A "TERMINATION OF TRADING" shall be deemed to occur if the Common Stock
of the Company (or other common stock into which the Securities are then
convertible) is neither listed for trading on a U.S. national securities
exchange nor approved for trading on an established automated over-the-counter
trading market in the United States.

         If a Fundamental Change (except for any Fundamental Change relating
solely to (ii) in the definition of "Change in Control" contained in the
Indenture) occurs prior to August 15, 2009, the Company will pay, in addition to
the Fundamental Change Repurchase Price described above, a Make-Whole Premium
(as defined below) to a Holder of Securities who elects to require the Company
to repurchase such Securities in connection with such a Fundamental Change. In
addition, if the Holder surrenders the Securities for conversion pursuant to
SECTION 10.05(B) of the Indenture in connection with such a Fundamental Change,
in lieu of requiring the Company to repurchase such Securities as described
above, the Holder will receive (i) cash and, if applicable, Common Stock
(pursuant to SECTION 10.05 of the Indenture) in respect of such conversion
obligation, plus (ii) the applicable Make-Whole Premium as described below. The
Make-Whole Premium payable to a Holder who elects to require the repurchase of
such Securities or converts the Securities in connection with a Fundamental
Change as provided in this paragraph may be paid, at the Company's option, in
cash, Common Stock, or a combination thereof. If the Company elects to pay the
Make-Whole Premium in whole or in part in Common Stock, the number of shares of
Common Stock to be delivered by the Company will be equal to the portion of the
Make-Whole Premium to be paid in Common Stock divided by 97% of the Current
Market Price (as defined below) of the Common Stock. The Current Market Price
will be determined prior to the Fundamental Change Repurchase Date as described
below. If the Company elects to pay the Make-Whole Premium in whole or in part
in shares of Common Stock, the Company will pay cash in lieu of fractional
shares in an amount based upon the Current Market Price of Common Stock.

         "CURRENT MARKET PRICE" means, with respect to any Fundamental Change
Repurchase Date, the average of the Closing Sale Prices of Common Stock for the
twenty (20) consecutive Trading Days ending on the third Trading Day prior to
the Fundamental Change Repurchase Date, appropriately adjusted to take into


                                       5
<PAGE>

account the occurrence, during the period commencing on the first Trading Day of
such twenty (20) Trading Day period and ending on the Fundamental Change
Repurchase Date of any event requiring an adjustment of the Conversion Rate
pursuant to SECTION 10.05 of the Indenture; provided that in no event shall the
Current Market Price be less than $0.01.

         The make-whole premium (the "MAKE-WHOLE PREMIUM") will be equal to an
amount that is derived by multiplying each $1,000 principal amount of Securities
by a specified percentage. The Make-Whole Premium will be determined by
reference to the table in SECTION 3.09 of the Indenture and is based on the date
on which the Fundamental Change becomes effective (the "EFFECTIVE DATE") and the
price (the "STOCK PRICE") paid per share of Common Stock in the transaction
constituting the Fundamental Change. If Holders of Common Stock receive only
cash in the Fundamental Change, the Stock Price shall be the cash amount paid
per share. Otherwise, the Stock Price shall be the average of the Closing Sale
Prices of Common Stock on the five (5) trading days up to but not including the
Effective Date of the Fundamental Change.

         The Stock Prices set forth in the first column of the table in SECTION
3.09 of the Indenture will be adjusted as of any date on which the Conversion
Rate is adjusted. The adjusted Stock Prices will equal the Stock Prices
applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Conversion Rate immediately prior to the adjustment
giving rise to the Stock Price adjustment and the denominator of which is the
Conversion Rate as so adjusted.

         The exact Stock Price and repurchase dates may not be as set forth in
the table in SECTION 3.09 of the Indenture, in which case:

                  (i) if the Stock Price is between two Stock Price amounts in
         the table or the Fundamental Change Repurchase Date is between two
         dates on the table, the Make-Whole Premium will be determined by
         straight-line interpolation between the Make-Whole Premium amounts set
         forth for the higher and lower Stock Price amounts and the two dates,
         as applicable, based on a three hundred sixty-five (365) day year.

                  (ii) if the Stock Price is equal to or in excess of $120.00
         per share (subject to adjustment), no Make-Whole Premium will be paid.

                  (iii) if the Stock Price is less than or equal to $30.43 per
         share (subject to adjustment), no Make-Whole Premium will be paid.

         The right of the Company to pay the Make-Whole Premium for the
Securities, in whole or in part, in Common Stock is subject to various
conditions, set forth in Section 3.09(L) of the Indenture.

          If the required conditions are not satisfied with respect to a Holder
prior to the close of business on the Business Day immediately preceding the
Fundamental Change Repurchase Date, the Company will pay the Make-Whole Premium,


                                       6
<PAGE>

if any, for such Holder's Securities entirely in cash. Except as described in
the previous sentence, the Company may not change its election with respect to
the form in which it will pay the Make-Whole Premium, if any, once it has
delivered the Fundamental Change Notice.

          From and after the date of the occurrence of an Accounting Event (as
defined below), the Company will have the option, in its sole discretion, to
elect, by providing notice to the trustee and the Holders, to pay any Make-Whole
Premium payable in the future solely in cash. An "ACCOUNTING EVENT" means that
the Emerging Issues Task Force of the Financial Accounting Standards Board or
its successor has issued, an amendment to, change in or clarification of rules,
as a result of which the Company is required, under then current GAAP as defined
in the Indenture, to include the number of shares which may be issuable as a
Make-Whole Premium in determining the number of the Company's shares outstanding
for purposes of calculating diluted earnings per share.

         10. CONVERSION.

         Subject to earlier Optional Redemption, Repurchase at Holder's Option
or Repurchase Upon a Fundamental Change, Holders may surrender Securities in
integral multiples of $1,000 principal amount for conversion into cash and, if
applicable, shares of Common Stock in accordance with SECTION 10.05 of the
Indenture.

         If a Fundamental Change (except any Fundamental Change relating to
clause (ii) in the definition of "Change in Control" contained in the Indenture)
occurs prior to August 15, 2009 and the Securities are surrendered for
conversion at any time from and after the date which is fifteen (15) days prior
to the date announced by the Company as the anticipated effective date of such
transaction or event (which anticipated effective date the Company shall
disclose, in good faith, by public announcement and publication on the Company's
website) until the date that is fifteen (15) days after the actual effective
date of such transaction or event, holders surrendering their Securities for
conversion in connection with such Fundamental Changes will, in addition to the
cash and, if applicable Common Stock specified in SECTION 10.05 of the
Indenture, also be entitled to receive upon conversion, a Make-Whole Premium
determined in accordance with Section 3.09(L) of the Indenture.

         The initial Conversion Rate is 24.3424 shares of Common Stock per
$1,000 principal amount of Securities (which results in an effective initial
Conversion Price of approximately $41.08 per share) subject to adjustment in the
event of certain circumstances as specified in the Indenture. The Company will
pay cash in lieu of any fractional share. On conversion, no payment or
adjustment for any unpaid and accrued interest on, or additional interest with
respect to, the Securities will be made, except as specified in the Indenture.
If a Holder surrenders a Security for conversion after the close of business on
the record date for the payment of an installment of interest and prior to the
related interest payment date, such Security, when surrendered for conversion,
must be accompanied by payment of an amount equal to the interest thereon which
the registered Holder at the close of business on such record date is to
receive, unless such Security has been called for Optional Redemption as
described in the Indenture.



                                       7
<PAGE>

         To convert a Security, a Holder must (1) complete and sign the
Conversion Notice, with appropriate signature guarantee, on the back of the
Security, (2) surrender the Security to a Conversion Agent, (3) furnish
appropriate endorsements and transfer documents if required by the Registrar or
Conversion Agent, (4) pay the amount of interest, if any, the Holder must pay as
provided in the last sentence of the immediately preceding paragraph and (5) pay
any transfer or similar tax if required pursuant to the Indenture. A Holder may
convert a portion of a Security if the portion is $1,000 principal amount or an
integral multiple of $1,000 principal amount.

         Any shares of Common Stock issued upon conversion of a Security shall
bear the Private Placement Legend until after the second anniversary of the
later of the Issue Date and the last date on which the Company or any Affiliate
was the owner of such shares or the Security (or any predecessor security) from
which such shares were converted (or such shorter period of time as permitted by
Rule 144(k) under the Securities Act or any successor provision thereunder) (or
such longer period of time as may be required under the Securities Act or
applicable state securities laws, as set forth in an Opinion of Counsel, unless
otherwise agreed by the Company and the Holder thereof).

         11. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form, without coupons, in denominations of $1,000 principal amount and integral
multiples of $1,000 principal amount. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents. No service charge shall be made for any
such registration of transfer or exchange, but the Company or the Registrar may
require payment of a sum sufficient to cover any tax or similar governmental
charge that may be imposed in connection with certain transfers or exchanges.
The Company or the Trustee, as the case may be, shall not be required to
register the transfer of or exchange any Security (i) during a period beginning
at the opening of business fifteen (15) days before the mailing of a notice of
Optional Redemption of the Securities selected for Optional Redemption under
SECTION 3.04 of the Indenture and ending at the close of business on the day of
such mailing or (ii) for a period of fifteen (15) days before selecting,
pursuant to SECTION 3.03 of the Indenture, Securities to be redeemed or (iii)
that has been selected for Optional Redemption or for which a Purchase Notice
has been delivered, and not withdrawn, in accordance with the Indenture, except
the unredeemed or unrepurchased portion of Securities being redeemed or
repurchased in part.

         12. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as the owner of such Security for all purposes.

         13. MERGER OR CONSOLIDATION. The Company shall not consolidate with, or
merge with or into, or sell, transfer, lease, convey or otherwise dispose of all
or substantially all of the property or assets of the Company to, another
person, whether in a single transaction or series of related transactions,
unless (i) such other person is a corporation organized under the laws of the
United States, any State thereof or the District of Columbia; (ii) the surviving


                                       8
<PAGE>

person, if other than the Company, assumes by supplemental indenture all the
obligations of the Company under the Securities and the Indenture; and (iii)
immediately after giving effect to the transaction, no Default or Event of
Default shall exist.

         14. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and certain existing Defaults or Events of Default may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. In accordance with the terms of the
Indenture, the Company, with the consent of the Trustee, may amend or supplement
this Indenture or the Securities without notice to or the consent of any
Securityholder: (i) to comply with SECTIONS 5.01 and 10.12 of the Indenture;
(ii) to make any changes or modifications to the Indenture necessary in
connection with the registration of the Securities under the Securities Act
pursuant to the Registration Rights Agreement or the qualification of the
Indenture under the TIA; (iii) to secure the obligations of the Company in
respect of the Securities; (iv) to add to the covenants of the Company described
in the Indenture for the benefit of Securityholders or to surrender any right or
power conferred upon the Company; and (v) to make provisions with respect to
adjustments to the Conversion Rate as required by the Indenture or to increase
the Conversion Rate in accordance with the Indenture. In addition, the Company
and the Trustee may enter into a supplemental indenture without the consent of
Holders of the Securities to cure any ambiguity, defect, omission or
inconsistency in the Indenture in a manner that does not materially adversely
affect the rights of any Holder.

         15. DEFAULTS AND REMEDIES. Subject to the provisions of the Indenture,
an "EVENT OF DEFAULT" occurs if (i) the Company fails to pay the principal of,
or premium, if any on, any Security when the same becomes due and payable,
whether at maturity, upon Optional Redemption, on an Option Purchase Date with
respect to a Repurchase at Holder's Option, on a Fundamental Change Repurchase
Date with respect to a Repurchase Upon a Fundamental Change or otherwise; (ii)
the Company fails to pay an installment of interest or additional interest, on
any Security when due, if such failure continues for thirty (30) days after the
date when due; (iii) the Company fails to satisfy its conversion obligations
upon exercise of a Holder's conversion rights pursuant to the Indenture; (iv)
the Company fails to timely provide a Fundamental Change Notice, or an Option
Purchase Notice, as required by the provisions of the Indenture; (v) the Company
fails to comply with any other term, covenant or agreement set forth in the
Securities or the Indenture and such failure continues for the period, and after
the notice, specified in the Indenture; (vi) the Company or any of its
Subsidiaries defaults in the payment when due, after the expiration of any
applicable grace period, of principal of, or premium, if any, or interest on,
Indebtedness for money borrowed, in the aggregate principal amount then
outstanding of five million dollars ($5,000,000) or more, or the acceleration of
Indebtedness of the Company or any of its Subsidiaries for money borrowed in
such aggregate principal amount or more so that it becomes due and payable prior
to the date on which it would otherwise become due and payable and such default
is not cured or waived, or such acceleration is not rescinded, within thirty
(30) days after notice to the Company by the Trustee or to the Company and the
Trustee by Holders of at least twenty five percent (25%) in the aggregate


                                       9
<PAGE>

principal amount of the Securities then outstanding, each in accordance with the
Indenture; (vii) the Company or any of its Subsidiaries fails to pay final
judgments, the uninsured portion of which aggregates in excess of five million
dollars ($5,000,000), and such judgments are not paid, discharged or stayed
within thirty (30) days; and (viii) certain events of bankruptcy or insolvency
involving the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that in the aggregate would constitute a Significant Subsidiary of
the Company.

                  If an Event of Default (excluding an Event of Default
specified in SECTION 6.01(VIII) or (IX) of the Indenture with respect to the
Company (but including an Event of Default specified in SECTION 6.01(VIII) OR
(IX) of the Indenture solely with respect to a Significant Subsidiary of the
Company or any group of Subsidiaries that in the aggregate would constitute a
Significant Subsidiary of the Company)) occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least twenty five percent (25%) in
principal amount of the Securities then outstanding by notice to the Company and
the Trustee may declare the Securities, including any accrued and unpaid
interest and, if applicable, any Make-Whole Premium, to be due and payable. Upon
such declaration, the principal of, and any accrued and unpaid interest on, all
Securities shall be due and payable immediately. If an Event of Default
specified in SECTION 6.01(VIII) or (IX) of the Indenture with respect to the
Company (excluding, for purposes of this sentence, an Event of Default specified
in SECTION 6.01(VIII) or (IX) of the Indenture solely with respect to a
Significant Subsidiary of the Company or any group of Subsidiaries that in the
aggregate would constitute a Significant Subsidiary of the Company) occurs, the
principal of, and accrued and unpaid interest on, all the Securities shall IPSO
FACTO become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
aggregate principal amount of the Securities then outstanding by written notice
to the Trustee may rescind or annul an acceleration and its consequences if the
rescission would not conflict with any order or decree and if all existing
Events of Default, except the nonpayment of principal or interest that has
become due solely because of the acceleration, have been cured or waived and if
all amounts due to the Trustee under SECTION 7.07 if the Indenture have been
paid.

                  Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or the Indenture, is unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity reasonably
satisfactory to it; PROVIDED, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.

                  If a Default or Event of Default occurs and is continuing as
to which the Trustee has received notice pursuant to the provisions of the
Indenture, the Trustee shall mail to each Holder a notice of the Default or
Event of Default within thirty (30) days after it occurs unless such Default or
Event of Default has been cured or waived. Except in the case of a Default or


                                       10
<PAGE>

Event of Default in payment of any amounts due with respect to any Security, the
Trustee may withhold the notice if, and so long as it in good faith determines
that, withholding the notice is in the best interests of Holders. The Company
must deliver to the Trustee an annual compliance certificate.

         16. REGISTRATION RIGHTS. The Holders are entitled to registration
rights as set forth in the Registration Rights Agreement. The Holders shall be
entitled to receive additional interest in certain circumstances, all as set
forth in the Registration Rights Agreement.

         17. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee under the Indenture,
or any banking institution serving as successor Trustee thereunder, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for, the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not Trustee.

         18. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee or shareholder, as such, of the Company shall have any
liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         19. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent
in accordance with the Indenture.

         20. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to
Minors Act).

THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A
COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                            SFBC International, Inc.
                              11190 Biscayne Blvd.
                              Miami, Florida 33181



                                       11
<PAGE>






                                               [FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

--------------------------------


-------------------------------------------------------------------------------
(please print or type name and address)


-------------------------------------------------------------------------------

-------------------------------------------------------------------------------


the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints

-------------------------------------------------------------------------------


Attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.

Dated:
      ------------------------      -------------------------------------------
                                    NOTICE: The signature on this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Security in
                                    every particular without alteration or
                                    enlargement or any change whatsoever and be
                                    guaranteed by a guarantor institution
                                    participating in the Securities Transfer
                                    Agents Medallion Program or in such other
                                    guarantee program acceptable to the Trustee.

Signature Guarantee:
                    -----------------------------------------------------------



                                       12
<PAGE>


In connection with any transfer of this Security occurring prior to the date
which is the earlier of (i) the date of the declaration by the Commission of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, covering resales of this Security (which effectiveness shall not have
been suspended or terminated at the date of the transfer) and (ii) the Resale
Restriction Termination Date, the undersigned confirms that it is making, and it
has not utilized any general solicitation or general advertising in connection
with, the transfer:

                                   [Check One]

(1)    ____       to the Company or any Subsidiary thereof, or

(2)    ____       pursuant to, and in compliance with, the exemption from
                  registration provided by Rule 144A under the Securities Act of
                  1933, as amended, or

(3)    ____       pursuant to, and in compliance with, the exemption from
                  registration provided by Rule 144 under the Securities Act of
                  1933, as amended, or

(4)    ____       pursuant to, and in compliance with, an exemption from
                  registration under the Securities Act of 1933, as amended,
                  other than Rule 144A or Rule 144, or

(5)    ____       pursuant to an effective registration statement under the
                  Securities Act of 1933, as amended,

and, unless the box below is checked, the undersigned confirms that this
Security is not being transferred to an "affiliate" of the Company (an
"AFFILIATE") as defined in Rule 144 under the Securities Act of 1933, as
amended:

         [ ] The transferee is an Affiliate of the Company. (If the Security is
transferred to an Affiliate, the restrictive legend must remain on the Security
for at least two (2) years following the date of the transfer.)

Unless one of the items (1) through (5) is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3) or (4) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
written legal opinions, certifications and other information as the Trustee or
the Company have reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended. If item (2)
is checked, the purchaser must complete the certification below.

If none of the foregoing items are checked, the Trustee or Registrar shall not
be obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture shall have been satisfied.

Dated:                   Signed:
       ---------------          -----------------------------------------------
                                (Sign exactly as name appears on the other side
                                of this Security)
Signature Guarantee:
                    -----------------------------------------------------------




                                       13
<PAGE>

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A and acknowledges that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
       ------------------      ------------------------------------------------
                               NOTICE: To be executed by an executive officer




                                       14
<PAGE>


                                CONVERSION NOTICE

To convert this Security pursuant to Section 10.05 of the Indenture, check the
box: [ ]

To convert only part of this Security, state the principal amount to be
converted (must be in multiples of $1,000):

                               $
                                ------------------

If you want the certificates representing any shares of Common Stock issuable
upon conversion made out in another person's name, fill in the form below:


--------------------------------------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type other person's name, address and zip code)

--------------------------------------------------------------------------------


Date:                  Signature(s):
     ---------------                --------------------------------------------

                                    --------------------------------------------
                                    (Sign exactly as your name(s) appear(s) on
                                    the other side of this Security)


Signature(s) guaranteed by:
                                    --------------------------------------------
                                    (All signatures must be guaranteed by a
                                    guarantor institution participating in the
                                    Securities Transfer Agents Medallion Program
                                    or in such other guarantee program
                                    acceptable to the Trustee.)




                                       15
<PAGE>


                                 PURCHASE NOTICE


Certificate No. of Security:
                            --------------

If you want to elect to have this Security purchased by the Company pursuant to
SECTION 3.08 of the Indenture, check the box: [ ]

If you want to elect to have this Security purchased by the Company pursuant to
SECTION 3.09 of the Indenture, check the box: [ ]

If you want to elect to have only part of this Security purchased by the Company
pursuant to SECTIONS 3.08 or 3.09 of the Indenture, as applicable, state the
principal amount to be so purchased by the Company:

                                       $
                                         ----------------------------------
                                        (in an integral multiple of $1,000)

Date:                              Signature(s):
     -----------------                          ------------------------------

                                   -------------------------------------------
                                   (Sign exactly as your name(s) appear(s) on
                                   the other side of this Security)

Signature(s) guaranteed by:
                                   -------------------------------------------
                                   (All signatures must be guaranteed by a
                                   guarantor institution participating in the
                                   Securities Transfer Agents Medallion Program
                                   or in such other guarantee program acceptable
                                   to the Trustee.)



                                       16
<PAGE>


                                   SCHEDULE A

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

         The following exchanges of a part of this Global Security for an
interest in another Global Security or for Securities in certificated form, have
been made:

<TABLE>
<CAPTION>

                                                                          Principal amount of
                           Amount of decrease                                 this Global           Signature or
                           in Principal amount   Amount of Increase in    Security following    authorized signatory
                             of this Global       Principal amount of        such decrease       of Trustee or Note
    Date of Exchange            Security          this Global Security        or increase             Custodian
---------------------      -------------------   ----------------------   -------------------   --------------------
<S>                        <C>                   <C>                      <C>                   <C>


</TABLE>



                                       17