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                                                                   Exhibit 10.17

                AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 5 dated as of December 7, 2001 to LOAN AND SECURITY AGREEMENT
     dated as of December 14, 2000 among COMFORCE CORPORATION, COMFORCE
     OPERATING, INC. (the "Holding Companies"), certain direct and indirect
     subsidiaries of the Holding Companies and UNIFORCE SERVICES, INC. (the
     "Other Loan Parties"), the Lenders whose signatures appear below,
     TRANSAMERICA BUSINESS CAPITAL CORPORATION (as successor to TRANSAMERICA
     BUSINESS CREDIT CORPORATION), as Co-Agent (the "Co-Agent"), THE CIT
     GROUP/BUSINESS CREDIT, INC., as Collateral Agent (the "Collateral Agent")
     and IBJ WHITEHALL BUSINESS CREDIT CORPORATION, as Administrative Agent for
     the benefit of itself and the Lenders (the "Administrative Agent").

                             Preliminary Statement

     6.   The Holding Companies, the Other Loan Parties, the Co-Agent, the
          Collateral Agent, the Administrative Agent, and the Lenders (as
          defined therein) have entered into a Loan and Security Agreement dated
          as of December 14, 2000, as amended by Amendment No. 1 thereto as of
          January 5, 2001, Amendment No. 2 thereto as of March 5, 2001,
          Amendment No. 3 thereto as of September 21, 2001 and Amendment No. 4
          thereto as of December 7, 2001 (the "Original Loan and Security
          Agreement"; terms defined in the Original Loan and Security Agreement
          and not otherwise defined herein shall have the meanings assigned
          thereto in the Original Loan and Security Agreement).

     7.   The Loan Parties, and Lenders desire to amend the Original Loan and
          Security Agreement as provided herein.

     NOW, THEREFORE, in consideration of the premises set forth herein, the Loan
     Parties and the Lenders hereby agree as follows:

     15.  Amendments. The Original Loan and Security Agreement is, subject to
            the satisfaction of the conditions referred to below, amended as
            follows:

a.        the following definitions are added to subsection 1.1 of the Original
          Loan and Security Agreement in their respective proper alphabetical
          places:

            "'Amendment No. 5' shall mean Amendment No. 5, dated as of December
            7, 2001, of this Agreement."

            "'Amendment No. 5 Effective Date' shall mean the date on which the
            amendments contemplated by Amendment No. 5 become effective."

            "'Excess Accounts' shall mean, with respect to the Purchased
            Accounts and Service Fee Accounts for any Account Seller at any
            time, that portion of Purchase Accounts of such Account Seller
            constituting Eligible Accounts and that portion of Service Fee
            Accounts of such Account Seller constituting Eligible Accounts, in
            excess, in the aggregate, of $7,000,000 at such time."

            "'Special Amount' shall mean, at any time, that portion of the
            outstanding principal balance of the Loans (as determined on a daily
            basis by the Collateral Agent and Administrative Agent) equal to the
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            lesser of (i) the Excess Accounts at such time and (ii) the
            outstanding principal balance of the Loan at such time. Special
            Amounts shall be deemed to be Base Rate Loans, except to the extent
            that the aggregate amount thereof, at any time, exceeds the amount
            of Base Rate Loans outstanding at such time, and the amount of any
            such excess shall be deemed to be LIBOR Loans."

            "'Unauthorized Purchased Account' shall mean any Purchased Account
            of an Account Seller (i) if as of the time of acquisition thereof by
            a Borrower, (x) Purchased Accounts and Service Fee Accounts of all
            Account Sellers constitute more than 50% of otherwise Eligible
            Accounts (as determined by the Collateral Agent) and (y) such
            acquisition thereof by a Borrower caused the sum of Purchased
            Accounts and Service Fee Accounts acquired or created by Borrower
            from such Account Seller to exceed $5,000,000 and (ii) for which the
            applicable Borrower did not receive, prior to the acquisition of
            such Purchased Account, written approval from the Requisite Lenders
            pursuant to subsection 7.17 hereof for the acquisition thereof by a
            Borrower. An Unauthorized Purchased Account shall not constitute an
            Eligible Account."

            "'Unauthorized Service Fee Account' shall mean any Service Fee
            Account of an Account Seller (i) if as of the time of creation or
            acquisition thereof by a Borrower (x) Purchased Accounts and Service
            Fee Accounts of all Account Sellers constitute more than 50% of
            otherwise Eligible Accounts (as determined by the Collateral Agent)
            and (y) such creation or acquisition thereof by a Borrower caused
            the sum of Purchased Accounts and Service Fee Accounts created or
            acquired by Borrower from such Account Seller to exceed $5,000,000
            and (ii) for which the applicable Borrower did not receive, prior to
            the creation or acquisition thereof by a Borrower, written approval
            from the Requisite Lenders pursuant to subsection 7.17 hereof for
            the creation or acquisition thereof by a Borrower. An Unauthorized
            Service Fee Account shall not constitute an Eligible Account.";

b.        clause (21) of subsection 2.1(B) of the Original Loan and Security
          Agreement is amended and restated as follows:

            "Purchased Accounts and Service Fee Accounts (other than arising
            from Licensing Agreements) which exceed, in the aggregate, 60% of
            otherwise Eligible Accounts;";

c.        clause (22) of subsection 2.1(B) of the Original Loan and Security
          Agreement is amended and restated as follows:

            "Purchased Accounts or Service Fee Accounts which exceed, as to any
            single Account Seller, $7,000,000 in the aggregate; provided,
            however, if Borrower has obtained the prior written consent of the
            Requisite Lenders allowing the sum of such Purchased Accounts and
            Service Fee Accounts to exceed, as to such Account Seller,
            $7,000,000 in the aggregate, such accounts shall be deemed Eligible
            Accounts;";

d.        clause (23) of subsection 2.1(B) is amended by replacing the period
          with the word "and" at the end thereof and adding a new clause (24)
          immediately thereafter, such new clause to read as follows:

            "Purchased Accounts and Service Fee Accounts that constitute
            Unauthorized Purchased Accounts or Unauthorized Service Fee
            Accounts.";

e.        subsection 2.2(A) is amended and restated in its entirety as follows:

            "The Loans and all other Obligations shall bear interest from the
            date such Loans are made or such other Obligations become due to the
            date paid at a rate per annum equal to (i) (x) except for Special
            Amounts constituting Base Rate Loans, in the case of Base Rate Loans
            and other Obligations for

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            which no other interest rate is specified, the Base Rate plus the
            Applicable Base Rate Margin, and (y) in the case of Special Amounts
            constituting Base Rate Loans, the Base Rate plus the Applicable
            Margin plus 1% per annum, and (ii) (x) except for Special Amounts
            constituting LIBOR Loans, in the case of LIBOR Loans, LIBOR, plus
            the Applicable LIBOR Margin and (y) in the case of Special Amounts
            constituting LIBOR Loans LIBOR, plus the Applicable LIBOR Margin
            plus 1% per annum (the "Interest Rate"). The applicable basis for
            determining the rate of interest shall be selected by Borrower
            Representative initially at the time a Notice of Borrowing is given
            pursuant to subsection 2.1(C). The basis for determining the
            interest rate with respect to any Loan or a portion of any Loan may
            be changed from time to time pursuant to subsection 2.2(E). If on
            any day a Loan or a portion of any Loan is outstanding with respect
            to which notice has not been delivered to Administrative Agent in
            accordance with the terms of this Agreement specifying the basis for
            determining the rate of interest, then for that day that Loan or
            portion thereof shall bear interest determined by reference to the
            Base Rate.

            After the occurrence and during the continuance of an Event of
            Default (i) the Loans and all other Obligations shall, at the option
            of Requisite Lenders, bear interest at a rate per annum equal to two
            percent (2%) plus the applicable Interest Rate (the "Default Rate"),
            (ii) each LIBOR Loan shall automatically convert to a Base Rate Loan
            at the end of any applicable Interest Period and (iii) no Loans may
            be converted to LIBOR Loans.";

f.        subsection 5.3 of the Original Loan and Security Agreement is amended
          and restated as follows:

            "The Loan Parties shall permit any one or more of the Agents and Co-
            Agent and any authorized representatives designated by any Agent or
            Co-Agent to visit and inspect any of the properties of any Loan
            Party, including their financial and accounting records (for the
            purposes of field audit or otherwise), and in conjunction with such
            inspection, to make copies and take extracts therefrom, and to
            discuss their affairs, finances and business with their officers and
            independent public accountants, at such reasonable times during
            normal business hours and as often as may be reasonably requested
            provided such visits and inspections shall be made 3 times per
            Fiscal Year. Each Lender may, with the consent of any Agent or Co-
            Agent making such visit or inspection, which consent will not be
            unreasonably denied, accompany such Agent or Co-Agent on any such
            visit or inspection."; and

g.        a new subsection 7.17 is added immediately after the end of subsection
          7.16, such new subsection to be titled "Restrictions on Purchased
          Accounts and Service Fee Accounts" and to read as follows:

            "At any time that Purchased Accounts and Service Fee Accounts of all
            Account Sellers constitute more than 50% of otherwise Eligible
            Accounts, prior to creating or acquiring any Service Fee Account or
            Purchased Account of an Account Seller that as of the time of
            creation or acquisition thereof by a Borrower, would cause the sum
            of Purchased Accounts and Service Fee Accounts created or acquired
            by Borrower from such Account Seller to exceed $5,000,000, a
            Borrower shall obtain the prior written consent of the Requisite
            Lenders. The Requisite Lenders shall endeavor to respond to any
            request for approval under this subsection 7.17 within five (5)
            Business Days of such request; provided, however, that no Lender
            shall be liable for failure to approve such request within such
            time."

     16.  Representations and Warranties. Each Loan Party represents and
            warrants (which representations and warranties shall survive the
            execution and delivery hereof) to the Lenders that:

a.        no consent of any other person, including, without limitation,
          shareholders or creditors of any Loan Party is required to authorize,
          or is otherwise required in connection with the execution, delivery
          and performance of this Amendment No. 5.

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b.        this Amendment No. 5 has been duly executed and delivered by a duly
          authorized officer of each Loan Party, and constitutes the legal,
          valid and binding obligations of such Loan Party, enforceable against
          such party in accordance with its terms, except as enforcement thereof
          may be subject to the effect of any applicable (i) bankruptcy,
          insolvency, reorganization, moratorium or similar law affecting
          creditors' rights generally and (ii) general principles of equity
          (regardless of whether enforcement is sought in a proceeding in equity
          or at law).

c.        the execution, delivery and performance of this Amendment No. 5 will
          not violate any law, statute or regulation applicable to any Loan
          Party, or any order or decree of any court or governmental
          instrumentality applicable to such company, or conflict with, or
          result in the breach of, or constitute a default under any contractual
          obligation of such company, including the Loan Documents.

     17.  Effectiveness. The foregoing amendments contained in this Amendment
            No. 5 to the Original Loan and Security Agreement shall become
            effective upon the satisfaction in full of the following conditions
            on a date (the "Effective Date") on or before December 7, 2001:

a.        this Amendment No. 5 shall have been executed and delivered by each
          Loan Party and the Requisite Lenders;

b.        as of the Effective Date, there shall be continuing no Default or
          Event of Default;

c.        the representations made by the Loan Parties herein and in the Loan
          Documents shall be true in all respects as of the Effective Date
          (except as to any representation or warranty limited to a specific
          earlier date);

d.        the Administrative Agent shall have received from CC, COI and USI a
          fee of $30,000 for the account of the Lenders; and

e.        the Administrative Agent shall have received a legal opinion, dated
          the Effective Date and addressed to the Administrative Agent, the
          Collateral Agent and the Lenders, from independent counsel to the Loan
          Parties, as to the Original Loan and Security Agreement, as amended by
          Amendment No. 5 and the other Loan Documents, in form and substance
          satisfactory to the Administrative Agent.

     18.  Governing Law. This Amendment No. 5 to the Original Loan and Security
            Agreement is being delivered in the State of New York and shall be
            governed by and construed in accordance with the laws of the State
            of New York.

     19.  Counterparts. This Amendment No. 5 to the Original Loan and Security
            Agreement is being executed by the parties hereto in separate
            counterparts, each of which when so executed and delivered shall be
            deemed an original, but all of which counterparts together shall
            constitute but one and the same instrument.

     20.  Consent. By signing below, each Loan Party consents to the execution
            and delivery of this Amendment No. 5 by each other Loan Party and
            agrees that the obligations of such Loan Party under the Loan
            Documents continue in full force and effect.

     21.  Miscellaneous. All references in the Loan Documents to the "Loan and
            Security Agreement" and in the Original Loan and Security Agreement
            to "this Agreement," "hereof," "herein" or the like shall mean and
            refer to the Original Loan and Security Agreement and this Amendment
            No. 5 (as well as by all subsequent amendments, restatements,
            modifications and supplements thereto).

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                           [SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Loan Parties, the Lenders, the Co-Agent, the Collateral
Agent and the Administrative Agent have caused this Amendment No. 5 to the
Original Loan and Security Agreement to be executed as of the day and year first
written above.


Holding Parties:                COMFORCE CORPORATION
                                COMFORCE OPERATING, INC.

Borrowers:                      BRENTWOOD OF CANADA, INC.
                                BRENTWOOD SERVICE GROUP, INC.
                                CAMELOT COMMUNICATIONS GROUP, INC.
                                CAMELOT CONTROL GROUP, INC.
                                CLINICAL LABFORCE OF AMERICA, INC.
                                COMFORCE INFORMATION TECHNOLOGIES, INC.
                                COMFORCE TECHNICAL ADMINISTRATIVE SERVICES, INC.
                                COMFORCE TECHNICAL SERVICES, INC.
                                COMFORCE TELECOM, INC.
                                GERRI G., INC.
                                LABFORCE OF AMERICA, INC.
                                PRO SERVICES, INC.
                                PRO UNLIMITED, INC.
                                PRO UNLIMITED SERVICES, INC.
                                SUMTEC CORPORATION
                                TEMPORARY HELP INDUSTRY SERVICING COMPANY, INC.
                                THISCO OF CANADA, INC.
                                UNIFORCE PAYROLLING SERVICES, INC.
                                UNIFORCE PAYROLLING TRI-STATE INC.
                                UNIFORCE SERVICES, INC.
                                UNIFORCE STAFFING SERVICES, INC.

Inactive Subsidiaries:          COMFORCE ACQUISITION 1 CORP.

                   [Signatures Continued on Following Page]

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                   [Signature page 1 of 2 to Amendment No. 5]


                              For each of the foregoing corporations:

                              By: ___________________________________
                                  Name:
                                  Title:


                              IBJ WHITEHALL BUSINESS CREDIT
                              CORPORATION, as Administrative Agent and
                              Lender

                              By: ___________________________________
                                  Name:
                                  Title:

                              Revolving Loan Commitment:
                              $17,272,727.00

                              THE CIT GROUP/BUSINESS CREDIT,
                              INC.,
                              as Collateral Agent and Lender

                              By: ___________________________________
                                  Name:
                                  Title:

                              Revolving Loan Commitment:
                              $17,272,727.00

                              TRANSAMERICA BUSINESS CAPITAL
                              CORPORATION (as successor to
                              Transamerica Business Credit Corporation),
                              as Co-Agent and Lender

                              By: ___________________________________
                                  Name:
                                  Title:

                              Revolving Loan Commitment:
                              $17,272,727.00

                   [Signatures Continued on Following Page]

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                  [Signature page 2 of 2 to Amendment No. 5]

                              FLEET CAPITAL CORPORATION, as
                         Lender

                              By: ___________________________________
                                  Name:
                                  Title:


                              Revolving Loan Commitment:
                              $12,954,546.00

                              JPMORGAN CHASE BANK (formerly
                              known as The Chase Manhattan Bank), as
                              Lender

                              By: ___________________________________
                                  Name:
                                  Title:


                              Revolving Loan Commitment:
                              $12,954,546.00

                              LASALLE BUSINESS CREDIT, INC, as
                              Lender

                              By: ___________________________________
                                  Name:
                                  Title:


                              Revolving Loan Commitment:
                              $10,795,454.00

                              GUARANTY BUSINESS CREDIT
                              CORPORATION, as Lender


                              By: ___________________________________
                                  Name:
                                  Title:


                              Revolving Loan Commitment:
                              $6,477,273.00

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