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                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                      SECOND AMENDMENT TO RIGHTS AGREEMENT

                  THIS SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of March
__, 2003 (the "Amendment"), is between PERSONNEL GROUP OF AMERICA, INC., a
Delaware corporation (the "Company"), and WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank), a national banking association,
as successor rights agent (the "Rights Agent").

                  WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement, dated as of February 6, 2002, which Rights Agreement was
amended by the First Amendment to Rights Agreement, dated as of December 13,
2001 (as amended, the "Rights Agreement");

                  WHEREAS, there is not as of the date hereof any Acquiring
Person (as defined in the Rights Agreement); and

                  WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:

1.       Amendment to Definition of "Acquiring Person". Section 1(a) of the
         Rights Agreement is amended to add the following sentence after the
         last sentence thereof: "Notwithstanding the foregoing, the
         MatlinPatterson Group, the Inland/Links Group and any Other
         Noteholders, and Affiliates of any of the foregoing, shall not become
         an Acquiring Person by virtue of the acquisition of Beneficial
         Ownership of shares of Common Stock as a result of (i) the execution of
         a Restructuring Agreement by and among the Company, MatlinPatterson
         Global Opportunities Partners L.P., Inland Partners, L.P., Links
         Partners, L.P. and certain Other Noteholders (as the same may be
         amended from time to time, the "Restructuring Agreement") as generally
         contemplated by the agreement-in-principle dated as of November 11,
         2002, among the Company, certain of its lenders under Amendment No. 4
         dated as of February 8, 2002 to the Amended and Restated Credit
         Agreement, dated as of June 23, 1997, between the Company, Bank of
         America, N. A. as agent, and the lenders party thereto, and certain
         holders of the Company's 5 3/4% Convertible Subordinated Notes, due
         2004, or (ii) the consummation of the transactions contemplated by the
         terms of the Restructuring Agreement. For purposes of this Agreement,
         the "MatlinPatterson Group" shall mean MatlinPatterson Global
         Opportunities Partners L.P. and any Affiliates of MatlinPatterson
         Global Opportunities Partners L.P. that are party to the Schedule 13D/A
         of the Company filed on November 20, 2002 (the "Schedule 13D"); the
         "Links/Inland Group" shall mean Inland Partners, L.P. and Links
         Partners, L.P. and any Affiliates of Inland Partners, L.P. and Links
         Partners, L.P. that are party to the Schedule 13D; and "Other
         Noteholders" shall mean any other holders of 53/4% Convertible
         Subordinated Notes due 2004 of the Company that are signatories to the
         Restructuring Agreement.


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2.       Rights Agreement as Amended. The term "Agreement" as used in the Rights
         Agreement shall be deemed to refer to the Rights Agreement as amended
         hereby. The foregoing amendments shall be effective as of the date
         hereof and, except as set forth herein, the Rights Agreement shall
         remain in full force and effect and shall be otherwise unaffected
         hereby.

3.       Counterparts. This Amendment may be executed in any number of
         counterparts, and each of such counterparts shall for all purposes be
         deemed an original, but all such counterparts shall together constitute
         but one and the same instrument.

4.       Governing Law. This Amendment shall be deemed to be a contract made
         under the laws of the State of Delaware and for all purposes shall be
         governed by and construed in accordance with the laws of such State
         applicable to contracts made and to be performed entirely within such
         State.

5.       Descriptive Headings. Descriptive headings of the several Sections of
         this Agreement are inserted for convenience only and shall not control
         or affect the meaning or construction of any of the provisions hereof.


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





Attest:                                 PERSONNEL GROUP OF AMERICA, INC.


/s/ Ken R. Bramlett, Jr.                By:    /s/ Larry L. Enterline
----------------------------------             ---------------------------------
Name:  Ken R. Bramlett, Jr.                    Name:  Larry L. Enterline
Title: Senior Vice President and               Title: Chief Executive Officer
       Secretary



Attest:                                 WACHOVIA BANK, NATIONAL ASSOCIATION
                                               (formerly known as First Union
                                               National Bank), as Rights Agent


/s/ Delores Ann Harris                  By:    /s/ Devonna L. Mosley
----------------------------------             ---------------------------------
Name:  Delores Ann Harris                      Name:  Devonna L. Mosley
Title: Trust Officer                           Title: Trust Officer





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