EXHIBIT 4.1

NEITHER THIS NOTE NOR ANY  SECURITIES  ISSUABLE UPON THE  CONVERSION OR EXCHANGE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SECURITIES ISSUABLE UPON
THE CONVERSION OR EXCHANGE HEREOF MAY BE OFFERED OR SOLD, TRANSFERRED,  PLEDGED,
HYPOTHECATED   OR  OTHERWISE   DISPOSED  OF  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION.


                    SECOND AMENDED, RESTATED AND CONSOLIDATED
                       8.00% SUBORDINATED CONVERTIBLE NOTE
                              DUE DECEMBER 2, 2009

$1,299,402 (as may be modified by allonges to this Note)  As of December 1, 2004


     FOR VALUE  RECEIVED,  COMFORCE  Corporation,  a Delaware  corporation  (the
"Company"),  hereby promises to pay to Fanning CPD Assets,  Limited Partnership,
or its  registered  assigns (the  "Holder"),  on December 2, 2009 (the "Maturity
Date"),  the  original  principal  amount of  $1,299,402  plus  such  additional
principal amounts as may from time to time be evidenced by allonges to this Note
and less such principal  amounts as may from time to time be repaid as evidenced
by allonges to this Note,  and to pay interest on the  principal  amount  hereof
outstanding from time to time, in such amounts,  at such times and on such terms
and conditions as are specified herein.

     This Note is being issued in  replacement of that certain 8.00% Amended and
Restated  Subordinated  Convertible  Note due December 2, 2009 dated December 1,
2003,  in the  principal  amount of  $7,420,291.12,  together  with  allonges in
respect  of  capitalized  interest  of  $296,811.66  as  of  June  1,  2004  and
$308,684.12  as of December 1, 2004,  which  Amended and  Restated  Subordinated
Convertible Note in turn replaced those certain 8.00%  Subordinated  Convertible
Notes due December 2, 2009 dated  September 21, 2001 in the principal  amount of
$8,000,000.00,  dated December 1, 2001 in the principal  amount of  $120,888.89,
dated June 1, 2002 in the principal  amount of  $324,835.56,  dated  December 1,
2002 in the principal amount of $337,828.98, dated June 1, 2003 in the principal
amount of  $351,342.14  and dated  December 1, 2003 in the  principal  amount of
$285,395.82,  less $2,000,000.00 in principal amount retired as of September 26,
2003  (collectively,  the "Old Notes").  This Note replaces the Old Notes, which
are hereby terminated, void and of no further effect.

Article 1.  Interest

     Interest  shall accrue on the unpaid  principal  amount of this Note at the
rate of eight percent  (8.00%) per annum.  Interest  shall be due and payable on
this Note (i)  semi-annually on June 1 and December 1 in each year commencing on
June 1, 2005 and continuing until the Maturity Date (each, an "Interest  Payment
Date"),  except that any and all  interest  accrued and unpaid on this Note from
and after June 1, 2009 shall be due and payable on the Maturity  Date

<PAGE>

instead of the Interest  Payment Date of December 1, 2009,  or (ii) upon earlier
acceleration  of this Note.  The record date for  payment of  interest  shall be
fifteen (15) days before each Interest Payment Date.  Interest shall be computed
on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest
shall be paid in cash or, at the  option of the  Company,  in kind  through  the
addition  to  principal  hereunder  of the  amount of accrued  interest  due and
payable as of any Interest  Payment  Date,  in each  instance as evidenced by an
allonge to this Note.  In the event this Note is  converted  in whole or in part
into other  securities of the Company in accordance with its terms, all interest
accrued on the principal  amount so converted shall be included as a part of the
sum converted and shall accordingly thereafter not be payable to the Holder.

Article 2.  Method of Payment, Subordination

     (a) Each cash  payment  under this Note shall be in  immediately  available
funds in  accordance  with the  written  instructions  of the  Holder,  and each
payment in kind of  interest  under this Note shall be  evidenced  by an allonge
stating that interest in the specified amount has been paid through its addition
to principal. In the case of cash payments, in the absence of such instructions,
the Company shall make the payment by check timely delivered to the Holder.

     (b)  (i)  This  Note  is an  unsecured  obligation  of the  Company  and is
subordinate  in right of payment to the prior  payment in full in cash of all of
the  Company's  present and future  liabilities,  indebtedness  and  obligations
(including,  without limitation, all principal,  interest (including interest at
the  contracted  for rate accruing  after the  commencement  of a Proceeding (as
defined  below) in which  the  Company  or any  Affiliate  thereof  is a debtor,
whether  or not a claim  for  such  interest  is an  allowed  claim  in any such
Proceeding),  fees,  indemnities,  reimbursement  of drawings  under  letters of
credit,  expenses and other amounts)  under the Company's  senior secured credit
facilities  (as amended  from time to time)  provided by PNC Bank,  N.A. and the
other  lenders  party  thereto  from time to time as well as any senior  secured
credit facilities provided by any lenders that refinance, refund or replace such
senior  secured  credit  facilities   (collectively,   "Senior   Indebtedness").
Notwithstanding  anything to the contrary herein  contained,  except as provided
below in the case of a Proceeding,  no payments of interest,  principal or other
amounts  shall be made  hereunder if and so long as any default has occurred and
is continuing  under any other debt  instruments or agreements of the Company or
instruments  or  agreements   guaranteed  by  the  Company   (including  without
limitation any "Default" or "Event of Default" that may occur under (and as such
terms are defined in the documents  evidencing) the Senior  Indebtedness)  or is
likely to occur as a result of any such payment hereunder.  Unless and until any
such default has occurred and is continuing  (including  without  limitation any
"Default" or "Event of Default"  that may occur under the Senior  Indebtedness),
the Company may pay to the Holder regularly  scheduled  installment  payments of
principal,  interest, or both, as the case may be, pursuant to the terms of this
Note.

          (ii) Upon any payment or  distribution of any assets of the Company of
     any kind or character,  whether in cash, property or securities (including,
     without limitation, payments or distributions payable to the holder of this
     Note by virtue of the terms of any  indebtedness  which is  subordinated in
     right of  payment  to this Note and,  payable to the holder of this Note by
     virtue of any subordination agreement in which the holder of this Note is a
     senior creditor (such


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<PAGE>

     payment or distribution  being  hereinafter  referred to as a "Subordinated
     Payment")),  by set-off or otherwise,  to creditors in any  liquidation  or
     other  winding-up  of the  Company  or in the  event  of any  receivership,
     insolvency,  reorganization  or bankruptcy  proceeding,  assignment for the
     benefit of  creditors or any  proceeding  by or against the Company for any
     relief under any  bankruptcy,  reorganization  or  insolvency  law or laws,
     Federal or state, or any law,  Federal or state,  relating to the relief of
     debtors,  readjustment  of  indebtedness,  reorganization,  composition  or
     extension of  indebtedness  (each, a  "Proceeding"),  the holders of Senior
     Indebtedness shall first be entitled to receive payment in full in cash, in
     accordance  with the terms thereof and of this Article 2(b), of all amounts
     payable under or in respect of such Senior Indebtedness, before any payment
     or distribution (including,  without limitation,  Subordinated Payments) is
     made on, or in respect of, any  indebtedness  arising under this Note, and,
     in any such Proceeding,  any distribution or payment,  to which the holders
     of Senior  Indebtedness  would be entitled except for the provisions hereof
     (including,  without limitation,  Subordinated Payments),  shall be paid by
     the  Company,  or by  any  receiver,  trustee  in  bankruptcy,  liquidating
     trustee, agent or other person making such payment or distribution directly
     to the holders of Senior Indebtedness (or to their agent or representative)
     to the extent  necessary  to pay all such  Senior  Indebtedness  in full in
     cash, after giving effect to any concurrent  payment or distribution to the
     holder of such Senior Indebtedness.

          (iii) In the event that,  notwithstanding  the foregoing,  in any such
     Proceeding any payment or distribution of any assets of the Company, of any
     kind or character,  whether in cash, property or securities,  by set-off or
     otherwise,  shall be  received  by the  holder  of this  Note,  (including,
     without limitation,  Subordinated  Payments) before all Senior Indebtedness
     is paid in full in cash,  such  payment or  distribution  shall be received
     (whether  or not such  payment  or  distribution  shall  have  been made in
     accordance  with  a plan  of  reorganization  or  arrangement  approved  in
     bankruptcy  or other  proceedings)  in trust on  behalf of the  holders  of
     Senior  Indebtedness  and  shall  be paid  over to the  holders  of  Senior
     Indebtedness (or to their agent or  representative)  for application to the
     payment of all  Senior  Indebtedness  remaining  unpaid  until such  Senior
     Indebtedness  shall have been paid in full in cash,  after giving effect to
     any  concurrent  payment or  distribution  to the  holders  of such  Senior
     Indebtedness.  In the event of the  failure  of the  holder of this Note to
     endorse or assign to the holders of Senior  Indebtedness (or their agent or
     representative)  any such  payment or  distribution,  the holders of Senior
     Indebtedness  are hereby  irrevocably  authorized  to endorse or assign the
     same on behalf of the holder of this Note.

          (iv) By its  acceptance  of this Note,  the holder  hereof agrees that
     without  notice to or consent  by it (a) the  liability  of the  Company in
     respect of any Senior  Indebtedness  may, in whole or in part,  be renewed,
     extended, modified, restated, released, replaced, refinanced or refunded by
     the holders of Senior  Indebtedness  and the relevant  documents  governing
     Senior  Indebtedness  may be amended or  supplemented,  as such  holders of
     Senior Indebtedness may deem advisable,  (b) any collateral and/or security
     interests  in respect of Senior  Indebtedness  may,  from time to time,  in
     whole or in  part,  be  exchanged,  released,  not  perfected,  not  timely
     perfected,  sold or surrendered by the holders of Senior Indebtedness,  (c)
     the amount of the Senior  Indebtedness may, from time to time, be increased
     through further loans, or otherwise, (d) any deposit balance or balances to
     the credit of the Company may,  from time to time,  in whole or in part, be
     surrendered or released by the holders of Senior Indebtedness,  and (e) any
     of the


                                       3
<PAGE>

     provisions  hereof may be waived  partially  or  entirely by the holders of
     Senior Indebtedness as to some of the 8.00% Subordinated  Convertible Notes
     of the Company but not other 8.00%  Subordinated  Convertible  Notes of the
     Company, all without impairing or in any way affecting the subordination of
     this Note  contained in this Article 2(b); nor shall the  subordination  of
     this Note herein  contained be impaired or affected in any way by any other
     action,  inaction or omission in respect of the Senior Indebtedness or this
     Agreement.  No right of any present or future holder of Senior Indebtedness
     to enforce subordination as herein provided shall at any time in any way be
     prejudiced  or  impaired  by any act or  failure  to act on the part of the
     Company or by any act or failure to act, in good faith, by any such holder,
     or by any  noncompliance  by the  Company  with the terms,  provisions  and
     covenants of this Agreement,  regardless of any knowledge  thereof any such
     holder may have or be otherwise charged with.

Article 3.  Conversion

     Section 3.1. Holder's Right to Convert.  The outstanding  principal of this
Note and interest  accrued  hereon  through the date of  conversion  may, at the
option of the Holder at any time prior to the Maturity  Date, be  converted,  in
whole or in part, into Common Stock of the Company at a conversion  price of One
Dollar and  Seventy  Cents  ($1.70)  per share,  as  adjusted  (the  "Conversion
Price"); provided, however, that if such conversion would result in a "Change of
Control" as defined in Section  1.1 of the  Indenture  governing  the 12% Senior
Notes due 2007 (the "Senior  Notes"),  each dated  November 26, 1997, as amended
(the  "Indenture"),  unless  and until all of the  Senior  Notes have been fully
paid, this Note shall be convertible into a like number of shares of a series of
non-voting Preferred Stock having a nominal liquidation preference (but no other
preferences),  which  in turn  will be  convertible  into  Common  Stock  at the
Holder's  option at any time so long as such  conversion  would not  result in a
Change of Control under the Indentures  ("Non-Voting  Preferred Stock"),  all in
accordance with designations of rights and preferences  reasonably acceptable to
the Holder to be filed with the Secretary of State of Delaware upon the Holder's
request.

     Section 3.2. Conversion  Mechanics.  Before the Holder shall be entitled to
convert  this Note into shares of Common  Stock or  Non-Voting  Preferred  Stock
pursuant to Section 3.1, the Holder  shall  surrender  this Note to the Company,
accompanied  by a written  notice of  election  to convert in the form  attached
hereto specifying the date of conversion,  which shall be at least 61 days after
such notice is sent.  The Holder shall not be prohibited  from  withdrawing  its
election  to convert at any time  prior to the date  fixed for  conversion.  The
Company  shall,  on the specified  conversion  date or as soon  thereafter as is
practicable,  issue and deliver at such office to the Holder,  a certificate  or
certificates  for the number of shares of Common Stock or  Non-Voting  Preferred
Stock to which the  Holder  shall be  entitled.  The  Company  shall not issue a
fractional share of any equity security  otherwise  issuable upon the conversion
of this Note.  Instead,  the Company shall pay, in lieu of any fractional share,
the cash value  thereof based on the last reported sale price of Common Stock on
the date of conversion. The Company shall pay any documentary,  stamp or similar
issue or transfer tax due on the issue of securities upon the conversion of this
Note.

     Section 3.3 Adjustments.

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<PAGE>

     (a) In the  event  the  Company  should  at any  time or from  time to time
following  the  initial  date of issuance of this Note fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the  determination  of holders of Common Stock entitled to receive a dividend
or other  distribution  payable in  additional  shares of Common  Stock or other
securities  or rights  convertible  into,  or  entitling  the holder  thereof to
receive directly or indirectly,  additional shares of Common Stock  (hereinafter
referred to as "Common Stock Equivalents")  without payment of any consideration
by such holder for the  additional  shares of Common  Stock or the Common  Stock
Equivalents  (including  the  additional  shares of Common Stock  issuable  upon
conversion  or exercise  thereof),  then, as of such record date (or the date of
such dividend,  distribution,  split or subdivision if no record date is fixed),
the Conversion  Price, as applicable,  shall be appropriately  decreased so that
the number of shares of Common Stock  issuable on  conversion of this Note shall
be increased in  proportion  to such  increase in the aggregate of the number of
shares of Common  Stock  outstanding  plus the number of shares of Common  Stock
issuable with respect to such Common Stock Equivalents.

     (b) If the  number  of  shares  of  Common  Stock  outstanding  at any time
following  the  initial  date  of  issuance  of  this  Note  is  decreased  by a
combination  of the  outstanding  shares of Common  Stock,  then,  following the
record date of such  combination,  the Conversion  Price shall be  appropriately
increased so that the number of shares of Common Stock issuable on conversion of
this Note shall be  decreased  in  proportion  to such  decrease in  outstanding
shares.

     (c) If the Common  Stock  issuable  upon  conversion  of this Note shall be
changed  into the same or  different  number of  shares  of any  other  class or
classes  of stock,  whether  by  capital  reorganization,  reclassifications  or
otherwise (other than a Business Consolidation Transaction as defined in Section
3.3(e)),  the  Conversion  Price  then in effect  shall,  concurrently  with the
effectiveness of such  reorganization or  reclassification,  be  proportionately
adjusted such that this Note shall be convertible into, in lieu of the number of
shares of Common  Stock or  Non-Voting  Preferred  Stock that the  Holder  would
otherwise have been entitled to receive,  a number of shares of such other class
or classes  of stock  equivalent  to the  number of shares of Common  Stock that
would have been subject to receipt by the holders upon  conversion  of this Note
immediately before that change.

     (d) In the event the Company  intends to declare a distribution  payable in
securities of other persons,  evidences of indebtedness issued by the Company or
other persons,  assets (excluding cash dividends) or options or rights, then, in
each such case, it shall provide notice to Holder of such intended  distribution
and afford the Holder the  opportunity  to (i)  determine  if it would be in its
interest  to convert  this Note in  accordance  with the terms of Article 3, and
(ii) effect such conversion prior to the proposed distribution of securities.

     (e) If at any time or from  time to time  the  Common  Stock or  Non-Voting
Preferred  Stock issuable upon conversion of this Note shall be changed into the
same or  different  number of shares of any other class or classes of stock in a
Business Consolidation  Transaction (as defined below),  provision shall be made
so that the Holder shall  thereafter  be entitled to receive upon  conversion of
this Note the number of shares of stock or other  securities  or property of the
Company or  otherwise,  to which a holder of the Common Stock  deliverable  upon
such conversion  would have been entitled as a result of Business  Consolidation
Transaction.


                                       5
<PAGE>

In any such case, appropriate adjustment shall be made in the application of the
provisions of this Article 3 with respect to the rights of the Holder to the end
that the  provisions of this Article 3 shall be  applicable  after that event as
nearly  equivalent  as is  practicable.  For the purposes of this Section 3.3, a
"Business  Consolidation  Transaction"  shall be deemed to occur if the  Company
shall (i) sell,  convey,  lease or otherwise dispose of all or substantially all
of its  property  or  business,  (ii) enter  into a  compulsory  share  exchange
pursuant to which the Common Stock is converted  into the right to receive other
cash or other  securities or property,  (iii) merge into or consolidate with any
other  corporation  or other  business  entity or (iv)  effect  any  other  like
transaction not provided for elsewhere in this Section 3.3.

     (f)  Notwithstanding   anything  to  the  contrary  herein  contained,   no
adjustment of the Conversion  Price or any conversion  ratio shall be made based
upon the  issuance of Common  Stock (or any other  securities  convertible  into
Common Stock) under a dividend reinvestment or employee benefit plan or program,
or in lieu of the payment of cash interest, or upon the issuance of rights under
a shareholder rights plan.

     (g) If any action would require adjustment of the conversion ratio pursuant
to more than one of the provisions of this Section 3.3, only one adjustment will
be made with  respect to that action and such  adjustment  will be the amount of
the adjustment that has the highest value to the Holder.

     Section  3.4.  Restrictions  on  Transfer.  This  Note  and any  securities
issuable  upon  the  conversion  hereof  have  not  been  registered  under  the
Securities Act of 1933 (the "Act") and this Note and such  securities may not be
offered for sale, sold or otherwise transferred unless such offer, sale or other
transfer is  registered  under the Act or such  securities  or such  transfer is
exempt from such  registration.  Notwithstanding  the foregoing,  the Holder may
transfer this Note or securities  issuable upon  conversion  hereof to any other
person that directly or indirectly controls, or is under common control with, or
is  controlled  by,  the  Holder  and,  if  the  Holder  is an  individual,  the
individual's  spouse and any trust whose  principal  beneficiary  is, or limited
partnership  whose equity holders are, such Holder and/or one or more members of
such  Holder's  immediate  family  (including  parents,   siblings,  spouse  and
children, whether by birth or by adoption) of such individual.

Article 4.  Prepayment

     This Note may be prepaid in whole or in part at any time, provided that (i)
the  closing  price of the  Common  Stock  shall  have been at least 125% of the
Conversion  Price for the 20  consecutive  trading  days ended  within five days
prior to the date the Company  advises the Holder of its election to prepay this
Note and (ii) for any  prepayment  to be effected  prior to November 30, 2006, a
prepayment  premium equal to the  percentage  specified  below (of the amount of
principal prepaid) shall be paid at the time of such prepayment:

     (a) from  December  1,  2004 to  November  30,  2005,  2% of the  principal
prepaid; and

     (b) from  December  1,  2005 to  November  30,  2006,  1% of the  principal
prepaid.

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<PAGE>

     The Company  shall  provide to the Holder  notice of its election to prepay
this Note (or any portion  hereof) at least 10 business days prior to prepayment
and shall  afford the Holder the right to convert  this Note to Common  Stock at
any time prior to the date fixed for prepayment (which prepayment date shall not
be more  than 20  business  days  after  the date  such  notice is mailed by the
Company).  Any  prepayments  shall be made ratably among this Note and any other
Series Notes based upon the outstanding principal amount thereof.

Article 5.  Reports

     The Company  will mail to the Holder  hereof at the address as shown in the
records of the Company a copy of any report or proxy  statement that it gives to
its  stockholders  generally  at the time such  report or  statement  is sent to
stockholders.

Article 6.  Defaults and Remedies

     Section  6.1.  Events of Default.  An "Event of Default"  occurs if (a) the
Company  fails to make the payment of the  principal  of, and  interest on, this
Note when the same becomes due and payable,  and such failure  continues  for 30
days,  (b) the Company fails to comply with any of its other  obligations  under
this  Note,  and such  failure  continues  for the  period  and after the notice
specified  below,  or (c) the Company,  pursuant to or within the meaning of any
Bankruptcy Law (as  hereinafter  defined):  (i) commences a voluntary case; (ii)
consents to the entry of an order for relief against it in an involuntary  case;
(iii) consents to the appointment of a Custodian (as hereinafter  defined) of it
or for all or substantially all of its property; (iv) makes a general assignment
for the  benefit  of its  creditors;  or (v) a court of  competent  jurisdiction
enters  an order or decree  under any  Bankruptcy  Law that:  (A) is for  relief
against the Company in an  involuntary  case;  (B)  appoints a Custodian  of the
Company  or for all or  substantially  all of its  property  or (C)  orders  the
liquidation  of the  Company,  and the order or decree  remains  unstayed and in
effect for 90 days.

     As used in this Section 6.1,  the term  "Bankruptcy  Law" means Title 11 of
the United  States  Code or any  similar  federal or state law for the relief of
debtors. The term "Custodian" means any receiver, trustee, assignee,  liquidator
or similar official under any Bankruptcy Law.

     A  default  under  clause  (b) above is not an Event of  Default  until the
holders of at least 25% of the  aggregate  outstanding  principal  amount of the
Series Notes notify the Company of such default and the Company does not cure it
within 30 days after the receipt of such notice, which must specify the default,
demand that it be remedied and state that it is a "Notice of Default."

     Section 6.2.  Default Rate Interest.  From the date of the occurrence of an
Event of Default and until  cured or until this Note is paid in full,  this Note
shall bear interest at the rate of ten percent (10%) per annum.

     Section 6.3.  Acceleration.  If an Event of Default is not cured within the
requisite  period,  the holders of 25% of the  aggregate  outstanding  principal
amount of the Series  Notes may declare the Series Notes to be  immediately  due
and payable;  provided,  however, that such


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<PAGE>

acceleration  of the Series Notes may be rescinded by the consent of the holders
of at least a majority  of the  aggregate  outstanding  principal  amount of the
Series Notes if the Event of Default has been cured.

Article 7.  Registered Notes

     Section 7.1. Record Ownership. The Company shall maintain a register of the
holders of the Series Notes (the  "Register")  showing their names and addresses
and the principal  amounts and dates of Notes issued to or transferred of record
by them  from  time to time.  The  Register  may be  maintained  in  electronic,
magnetic or other  computerized  form. The Company may treat the person named as
the Holder of this Note in the  Register  as the sole  owner of this  Note.  The
Holder of this Note is the person  exclusively  entitled to receive  payments of
principal and interest on this Note, receive  notifications with respect to this
Note, and otherwise  exercise all of the rights and powers as the absolute owner
hereof.

     Section 7.2. Registration of Transfer. Permitted transfers of this Note may
be registered on the Register. Permitted transfers shall be registered when this
Note is presented to the Company with a request to register the transfer  hereof
and the Note is duly endorsed by the appropriate person,  reasonable  assurances
are given that the endorsements  are genuine and effective,  and the Company has
received  evidence  satisfactory  to it that such transfer is in compliance with
all applicable laws,  including tax laws and state and federal  securities laws.
When this Note is  presented  for transfer and duly  transferred  hereunder,  it
shall be  canceled  and a new Note  showing  the name of the  transferee  as the
record  holder  thereof  shall be  issued  in lieu  hereof.  When  this  Note is
presented to the Company  with a reasonable  request to exchange it for an equal
principal  amount of Notes of other  denominations,  the Company shall make such
exchange  and shall  cancel this Note and issue in lieu  thereof  Notes having a
total principal amount equal to this Note in the denominations  requested by the
Holder. The Company may charge a reasonable fee for any registration of transfer
or  exchange  other  than  one  occasioned  by a  notice  of  prepayment  or the
conversion hereof.

     Section 7.3.  Worn and Lost Notes.  If this Note becomes  worn,  defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent may issue a new Note in lieu hereof upon its  surrender.  Where the Holder
of this Note claims that the Note has been lost,  destroyed or wrongfully taken,
the Company  shall issue a new Note in place of the original  Note if the Holder
so requests by written  notice to the Company  actually  received by the Company
before it is notified that the Note has been  acquired by a bona fide  purchaser
and, if  required by the  Company,  the Holder has  delivered  to the Company an
indemnity  bond in such amount and issued by such  surety as the  Company  deems
satisfactory  together  with an affidavit of the Holder  setting forth the facts
concerning such loss,  destruction or wrongful taking and such other information
in such form with such proof or verification as the Company may request.

Article 8.  Notices

     Except as otherwise  provided in this Note, any notice which is required or
convenient  under the terms of this Note shall be duly given if it is in writing
and (i) delivered in person,  (ii) mailed by first class mail,  postage prepaid,
(iii) sent by facsimile  transmission,  or (iv) sent by


                                       8
<PAGE>

private  overnight  mail service  (such as Federal  Express) and directed to the
Holder of the Note at the  Holder's  address as it appears in the records of the
Company or to the Company at its principal executive offices.  Such notice shall
be effective,  when personally delivered, upon receipt; when sent by first class
mail,  four business  days after deposit with the United States Postal  Service;
when  sent  by  facsimile   transmission,   upon  receipt  of   confirmation  of
transmission;  or when sent by private overnight mail service, the next business
day after deposit.

Article 9.  Time

     Where  this  Note  authorizes  or  requires  the  payment  of  money or the
performance  of a condition  or  obligation  on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such payment may be made or condition or  obligation  performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment may be made or condition  performed,  at or before the same hour of such
next  succeeding  business  day,  with the same  force and  effect as if made or
performed in accordance  with the terms of this Note.  Where time is extended by
virtue of the  provisions  of this  Article 9, such  extended  time shall not be
included in the computation of interest.

Article 10.  Rules of Construction

     In this Note, unless the context otherwise requires,  words in the singular
number include the plural, and in the plural include the singular,  and words of
the masculine gender include the feminine and the neuter,  and when the sense so
indicates,  words of the neuter gender may refer to any gender.  The numbers and
titles of  sections  contained  in this Note are  inserted  for  convenience  of
reference  only,  and they  neither  form a part of this Note nor are they to be
used in the construction or interpretation hereof.

Article 11.  Governing Law

     The validity,  terms,  performance  and  enforcement  of this Note shall be
governed and construed by the provisions  hereof and in accordance with the laws
of the State of New York applicable to agreements that are negotiated, executed,
delivered and performed solely in the State of New York.

                                       9
<PAGE>

IN WITNESS WHEREOF,  the Company has duly executed this Note on December 8, 2004
effective as of December 1, 2004.

                                            COMFORCE CORPORATION


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

                                       10
<PAGE>

                        NOTICE OF CONVERSION OR EXCHANGE

         [To be completed and signed only upon conversion or exchange of Note]

The undersigned,  the Holder of this Note, hereby irrevocably elects to exercise
the right to convert it into securities of COMFORCE Corporation, effective as of
___________________________  (which  shall be a date at least 61 days after this
notice is sent), as follows:

[Complete if less than                 Dollars ($                )*
all of principal amount                ----------------------------
is to be converted]

                                    __________________________________________

                                    (Name of Holder of shares if different than
                                    registered Holder of Note)


                                    __________________________________________
                                    (Address of Holder if different than address
                                    of registered Holder of Note)


                                    __________________________________________
                                    (Social Security or EIN of Holder of shares
                                    if different than Holder of Note)

     *If the  principal  amount  of the Note to be  converted  is less  than the
     entire  principal  amount  thereof,  a new  Note  for  the  balance  of the
     principal amount shall be returned to the Holder of the Note.


Date:________________      Sign:_____________________________________
                                  (Signature must conform in all respects
                                   to name of Holder shown on face of this
                                   Note)

                                       11
<PAGE>
                               Assignment of Note


         The undersigned hereby sell(s) and assign(s) and transfer(s) unto

________________________________________________________________________
                  (name, address and SSN or EIN of assignee)

__________________________________________________Dollars ($______________)

of principal amount of this Note together with all accrued interest hereon.


Date:________              Sign:__________________________________________
                                 (Signature must conform in all respects to
                                 name of Holder shown on face of Note)

                                       12
<PAGE>


                                 FORM OF ALLONGE
                                       to
        the Second Amended, Restated and Consolidated 8.00% Subordinated
  Convertible Note due December 2, 2009 dated December 1, 2004 in the original
             principal amount of $1,299,402 of COMFORCE Corporation


As of  [____________],  the Second  Amended,  Restated  and  Consolidated  8.00%
Subordinated Convertible Note due December 2, 2009 dated December 1, 2004 in the
original  principal  amount of  $1,299,402  of  COMFORCE  Corporation  is hereby
further amended to include the additional principal amount of $[_______________]
representing  the  payment  of  interest  under  such Note for the  period  from
[_______________] to [_________________].

Executed this [          ] day of [          ].

COMFORCE Corporation



By: __________________________________
Its:  __________________________________

                                       OR

As of  [_____________________],  the Second Amended,  Restated and  Consolidated
8.00% Subordinated  Convertible Note due December 2, 2009 dated December 1, 2004
in the original principal amount of $1,299,402 of COMFORCE Corporation is hereby
further  amended to evidence the repayment by COMFORCE  Corporation of principal
in the amount of $[_________________] as of [_________________].

Executed this [          ] day of [          ].

COMFORCE Corporation



By: __________________________________
Its:  __________________________________


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