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                                                                     Exhibit 3.5
                      CERTIFICATE OF DESIGNATION OF SERIES
                   AND DETERMINATION OF RIGHTS AND PREFERENCES
                                       of
                    Series 2003A Convertible Preferred Stock

                                       of
                              COMFORCE Corporation

         COMFORCE Corporation, a Delaware corporation (the "Corporation"),
acting pursuant to Section 151 of the General Corporation Law of the State of
Delaware, does hereby submit the following Certificate of Designation of Series
and Determination of Rights and Preferences of Series 2003A Convertible
Preferred Stock.

         FIRST:  The name of the Corporation is COMFORCE Corporation.

         SECOND: At a meeting of the Board of Directors of the Corporation held
on January 13, 2003 at which a quorum was present, the following resolutions
were duly adopted by a majority of the directors present at the meeting:

         WHEREAS, the Certificate of Incorporation of the Corporation authorizes
Preferred Stock consisting of 10,000,000 shares, par value $.01 per share (the
"Preferred Stock"), issuable from time to time in one or more series; and

         WHEREAS, the Board of Directors of the Corporation is authorized,
subject to limitations prescribed by law and by the provisions of Paragraph
FOURTH of the Corporation's Certificate of Incorporation to establish and fix
the number of shares to be included in any series of Preferred Stock and the
designation, rights, preferences, powers, restrictions and limitations of the
shares of such series; and

         WHEREAS, it is the desire of the Board of Directors to establish and
fix the number of shares to be included in a new series of Preferred Stock and
the designation, rights, preferences, powers, restrictions and limitations of
the shares of such new series;

         NOW, THEREFORE, BE IT RESOLVED, that pursuant to Paragraph FOURTH of
the Corporation's Certificate of Incorporation there is hereby established a new
series of convertible Preferred Stock of the Corporation designated as Series
2003A Convertible Preferred Stock to have the designation, rights, preferences,
powers, restrictions and limitations set forth in a supplement of Paragraph
FOURTH as follows:

                  Section 1. Designation and Amount. The shares of such series
                             ----------------------
         shall be designated as "Series 2003A Convertible Preferred Stock" (the
         "Series 2003A Preferred Stock") and shall have a par value of $.01 per
         share. The number of shares constituting the Series 2003A Preferred
         Stock shall be six thousand five hundred (6,500) shares. Such number of
         shares may be increased or decreased by resolution of the Board of
         Directors; provided, that no decrease shall reduce the


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         number of shares of Series 2003A Preferred Stock to a number less than
         the number of shares then outstanding plus the number of shares
         reserved for issuance upon the exercise of outstanding options, rights,
         or warrants or upon the conversion of any outstanding securities issued
         by the Corporation convertible into Series 2003A Preferred Stock.

                  Section 2. Dividends and Distributions. The holders of the
                             ---------------------------
         outstanding Series 2003A Preferred Stock shall be entitled to receive
         cumulative dividends at the rate of $75.00 per share (as adjusted for
         any combinations, consolidations, recapitalizations, stock splits,
         stock dividends and the like with respect to such shares) per annum.
         Subject to the provisions herein, dividends will be distributed when,
         as and if declared by the Board of Directors of the Corporation.
         Dividends shall be paid in cash, except that no dividend or other
         distribution of any kind (other than dividends payable solely in shares
         of Common Stock as part of a stock split) shall be paid or declared on
         the Common Stock or any other class of stock which is junior in right
         of preference (either as to dividends or upon liquidation, dissolution,
         or winding up) to the Series 2003A Preferred Stock (the "Junior
         Securities") unless the accumulated dividends due and payable according
         to this Section 2 have been paid in full. If at any time the
         Corporation distributes dividends to the holders of Series 2003A
         Preferred Stock, then the dividends so distributed shall be distributed
         ratably among the holders of Series 2003A Preferred Stock. After
         payment in full of the above dividend to the holders of Series 2003A
         Preferred Stock, the holders of Series 2003A Preferred Stock shall not
         be entitled to participate in any dividends or distribution made to
         holders of Junior Securities.

                   Section 3. Voting Rights. The Series 2003A Preferred Stock
                              -------------
         shall have no voting rights, except that they shall be entitled to vote
         as a separate class (i) on any matter to the extent required by law or
         provided in these designations of rights and preferences, (ii) on any
         proposal to amend these designations of rights and preferences or (iii)
         on any proposal to issue any other class or series of preferred stock
         having rights to receive dividends or distributions that are not junior
         to the rights of the Series 2003A Preferred Stock. Each share of Series
         2003A Preferred Stock shall entitle the holder thereof to one (1) vote
         per share on each such action to be taken.

                           Section 4. Certain Restrictions. The Corporation
                                      --------------------
         shall not redeem or purchase or otherwise acquire for consideration
         Junior Securities, except that the Corporation shall not be prohibited
         from redeeming, purchasing, or otherwise acquiring shares of any class
         or series of Junior Securities in exchange for shares of another class
         of series of Junior Securities.

                  Section 5. Reacquired Shares. Any shares of Series 2003A
                             -----------------
         Preferred Stock purchased or otherwise acquired by the Corporation in
         any manner whatsoever shall be retired and canceled promptly after the
         acquisition thereof.

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         All such shares shall upon their cancellation become authorized but
         unissued shares of Preferred Stock, but may not be reissued.

                  Section 6.  Liquidation, Dissolution, or Winding Up.
                              ---------------------------------------

                           (a) In the event of any liquidation, dissolution or
         winding up of the Corporation, either voluntary or involuntary (a
         "Liquidation Event"), the holders of the Series 2003A Preferred Stock
         shall be entitled to receive, prior and in preference to any
         distribution of any of the assets or surplus funds of the Corporation
         to the holders of any Junior Securities by reason of their ownership
         thereof, the sum of (i) $1,000 per share (as adjusted for any
         combinations, consolidations, recapitalizations, stock splits, stock
         dividends and the like with respect to such shares); and (ii) an amount
         equal to all accumulated but unpaid dividends thereon (whether or not
         declared) for each share of Series 2003A Preferred Stock then held by
         them ((i) and (ii) collectively, the "Liquidation Preference"). If,
         upon the occurrence of a Liquidation Event, the assets and funds thus
         distributed among the holders of the Series 2003A Preferred Stock shall
         be insufficient to permit the payment to such holders of the full
         Liquidation Preference, then the entire assets and funds of the
         Corporation legally available for distribution shall be distributed
         ratably among the holders of the Series 2003A Preferred Stock in
         proportion to the aggregate Liquidation Preference that would otherwise
         be payable to each of such holders.

                           (b) For purposes of this Section 6, the occurrence of
         any of the following events shall be deemed to be a Liquidation Event
         within the meaning of this Section 6, unless the holders of a majority
         of the outstanding shares of Series 2003A Preferred Stock otherwise
         agree:

                           (i) any consolidation or merger of the Corporation
         with or into any other corporation or other entity or person, or any
         other corporate reorganization, in which (A) the stockholders of the
         Corporation immediately prior to such event do not continue to hold at
         least a 50% interest in the surviving entity of such consolidation,
         merger or reorganization, (B) the Corporation shall not be the
         continuing or surviving entity or (C) the outstanding shares of Common
         Stock are exchanged for other securities or consideration;

                           (ii) any transaction or series of related
         transactions as a result of which securities representing in excess of
         50% of the Corporation's equity securities or voting power are
         transferred and/or issued; or

                           (iii) any sale or transfer (including, without
         limitation, by merger, consolidation or reorganization) in any
         transaction or series of related transactions of all or substantially
         all of the assets of the Corporation or its subsidiaries taken as a
         whole.

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                  Section 7. Rank. Unless the holders of more than two-thirds of
                             ----
         the issued and outstanding shares of Series 2003A Preferred Stock shall
         otherwise approve, the Series 2003A Preferred Stock shall rank, with
         respect to the payment of the distribution of assets upon liquidation
         to the extent provided in Section 6 hereof, senior to all other series
         or classes of the Corporation's capital stock, including without
         limitation all other series of the Corporation's preferred stock.

                  Section 8.  Conversion.
                              ----------

                           (a) Optional Conversion. Subject to the provisions of
                               -------------------
         Section 8(b), each share of Series 2003A Preferred Stock may be
         converted in whole or in part into Common Stock at the option of the
         holder at any time. Upon conversion, the holder shall receive such
         number of shares of Common Stock or Participating Preferred Stock (as
         hereinafter defined), determined by dividing the Liquidation Preference
         by the Conversion Price. The "Conversion Price" for conversion to
         Common Stock shall be $1.05 per share as adjusted for any combinations,
         consolidations, recapitalizations, stock splits, stock dividends and
         the like.

                           (b) Conversion into Participating Preferred Stock.
                               ---------------------------------------------
         Notwithstanding anything to the contrary contained herein, if the
         conversion of Series 2003A Preferred Stock into Common Stock would
         result in either (i) the occurrence of a "Change of Control" as defined
         in the Indenture dated as of November 26, 1997, as amended, between
         COMFORCE Operating, Inc., as issuer, and Wilmington Trust Company, as
         trustee, governing the 12% Senior Notes due 2007 of COMFORCE Operating,
         Inc. (the "Indenture"), or (ii) require stockholder approval in
         accordance with the rules and regulations of the Securities and
         Exchange Commission or the American Stock Exchange or any other
         securities exchange or the Nasdaq National Market or Nasdaq Small-Cap
         System on which the Common Stock is then listed or included for
         quotation (each an "Exchange"), then the Series 2003A Preferred Stock
         held by such holder shall not be convertible into Common Stock, but
         rather shall be convertible into a shares of non-voting participating
         preferred stock to be created by the Corporation ("Participating
         Preferred Stock"). The Participating Preferred Stock shall have a
         liquidation preference of $0.01 per share and shall thereafter
         participate on a proportionate basis in any distributions made on the
         Common Stock (and any other participating preferred stock of the
         Corporation then outstanding), with each share of Participating
         Preferred Stock to receive 100 times the amount distributed on each
         share of Common Stock. The Series 2003A Preferred Stock shall be
         convertible into Participating Preferred Stock on the same basis as it
         is convertible into Common Stock except the Conversion Price therefor
         shall be $105.00 per share as adjusted for any combinations,
         consolidations, recapitalizations, stock splits, stock dividends and
         the like. The Participating Preferred Stock will in turn be convertible
         into Common Stock at the rate of 100 shares of Common Stock for each
         share of Participating Preferred Stock if the conversion will not
         result in a "Change of Control" as defined in the Indenture or require
         stockholder approval

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         in accordance with the rules and regulations of the Securities and
         Exchange Commission or any Exchange. Upon the request of the holders of
         more than 50% of the issued and outstanding shares of Participating
         Preferred Stock, the Corporation will seek to obtain stockholder
         approval for the conversion into Common Stock.

                           (c) Mandatory Conversion. The Corporation may require
                               --------------------
         any holder to convert any or all of the shares of Series 2003A
         Preferred Stock held by such holder into Common Stock if (i) the
         average daily closing price of the Common Stock is at least $3.25 per
         share for the six months ending on the business day immediately
         preceding the date fixed by the Corporation for conversion, (ii) the
         provisions of Section 8(b) do not prevent the shares of Series 2003A
         Preferred Stock held by such holder from being converted into Common
         Stock and (iii) upon conversion, the Common Stock issuable upon
         conversion will be freely tradable under applicable United States
         securities laws by reason of their registration for resale or exemption
         from registration requirements. Notwithstanding the foregoing, if any
         holder of shares of Series 2003A Preferred Stock shall decline to
         permit such holder to be named (without cost to such holder) as a
         selling stockholder in any registration statement proposed to be filed
         with the Securities and Exchange Commission for the purpose of
         registering for resale the Common Stock issuable upon conversion of
         such holder's Series 2003A Preferred Stock, then the shares of Common
         Stock issuable to such holder upon such conversion will be deemed to be
         freely tradable under applicable United States securities laws whether
         or not they are in fact so tradable. The "average daily closing price"
         of the Common Stock shall be (i) the closing price reported in The Wall
         Street Journal or, if not available therein, through another
         responsible source of market price quotations, for each business day
         during the relevant six month period that the Common Stock is listed on
         an Exchange, or (ii) the average of the bid and ask prices for the
         Common Stock reported by any responsible quotation bureau for each
         business day during the relevant six month period that the Common Stock
         is not listed on an Exchange. If the average daily closing price is not
         maintained for the specified period ending on the business day
         immediately preceding the date fixed by the Corporation for conversion,
         the conversion shall not be effectuated.

                           (d) Notice of Election. The election to convert
                               ------------------
         Series 2003A Preferred Stock into Common Stock or Participating
         Preferred Stock shall be made by written notice delivered by the holder
         to the Corporation in the case of a conversion pursuant to Section 8(a)
         or 8(b) or by the Corporation to the holder in the case of a conversion
         pursuant to Section 8(c), and shall be effective 61 days following
         delivery of the notice of election or, if such date is other than a
         business day, then the effective date shall be on the next succeeding
         business day thereafter; provided, however, that the Corporation in its
         sole discretion may elect to accelerate such election in the case of
         any conversion proposed to be effected immediately prior to a merger or
         other transaction as provided in Section 8(e).

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                           (e) Merger Transaction. If the Corporation proposes
                               ------------------
         to enter into a merger or like transaction recommended by the
         Corporation's Board of Directors and approved by the holders of a
         majority of the Common Stock that will, upon completion, constitute a
         Liquidation Event, any holder of Series 2003A Preferred Stock that
         declines to convert all shares of Series 2003A Preferred Stock that
         such holder then holds into the Common Stock effective immediately
         prior to such merger or other transaction shall be required to accept
         in full consideration of such holder's rights as holder of Series 2003A
         Preferred Stock a preferred stock in the successor entity having a face
         amount or liquidation preference equal to the Liquidation Preference of
         the Series 2003A Preferred Stock held by such holder as of the
         effective date of the merger or other transaction and having rights and
         preferences that are substantially similar to the rights and
         preferences created hereby, except that the preferred stock in such
         successor entity shall not have any conversion rights and may be
         redeemed by the successor entity at any time on or after December 1,
         2007 at a redemption price equal to the liquidation preference thereof
         (including accumulated but unpaid dividends thereon) as of the date of
         redemption.

                           (f) Conversion Mechanics. At or prior to the
                               --------------------
         effective time of conversion pursuant to this Section 8, the holder
         shall surrender the certificate or certificates therefor to the
         Corporation, duly endorsed in blank for transfer, accompanied, in the
         case of an election to convert made by the holder, by a written notice
         of such election on such form as may be prescribed from time to time by
         the Corporation. Notwithstanding the foregoing, if the holder shall
         fail to deliver certificates evidencing the Series 2003A Preferred
         Stock upon conversion, the Corporation may deem the conversion to have
         been effected, in which event any certificates which evidenced the
         Series 2003A Preferred Stock shall be deemed to evidence such number of
         shares of Common Stock or Participating Preferred Stock as the holder
         has become entitled to receive. If any fractional share of Common Stock
         or Participating Preferred Stock would be delivered upon such
         conversion, the Corporation, in lieu of delivering such fractional
         share, shall pay to the holder an amount in cash equal to Conversion
         Price therefor.

         IN WITNESS WHEREOF, COMFORCE Corporation has caused this Certificate to
be executed by its Senior Vice President, Finance and attested to by its
Secretary on this 17th day of January, 2003.

COMFORCE Corporation

By: ___________________________________
Robert Ende
Senior Vice President, Finance

Attest:

By: ___________________________________
Harry V. Maccarrone
Secretary

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