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                                                                     Exhibit 4.1


                       FIRST AMENDMENT TO RIGHTS AGREEMENT

         This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of December 13, 2001
(this "Amendment") to the Rights Agreement, dated as of February 6, 1996 (the
"Rights Agreement"), between Personnel Group of America, Inc. (the "Company")
and First Union National Bank, a national banking association (the "Rights
Agent"). Capitalized terms not otherwise defined herein shall have the meanings
given to such terms in the Rights Agreement.

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below:

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Amendments to Rights Agreement. The Rights Agreement is hereby
amended as follows:

                  (a) The definition of "Acquiring Person" in Section 1(a) of
         the Rights Agreement is hereby amended by replacing each reference to
         "15%" contained therein with a reference to "20%."

                  (b) The definition of "Continuing Director" in Section 1(g) of
         the Rights Agreement is hereby amended by deleting it in its entirety
         and replacing it with the following:

                           "(g) [Reserved.]"

                  (c) Section 3(a) of the Rights Agreement is hereby amended by
         replacing the reference to "15%" contained therein with a reference to
         "20%."

                  (d) Section 23(a) of the Rights Agreement is hereby amended by
         deleting the proviso at the end of the first sentence thereof in its
         entirety.

                  (e) Section 27 of the Rights Agreement is hereby amended by
         (i) inserting the word "and" immediately after clause (1) in the
         penultimate sentence thereof, (ii) inserting a period in replacement of
         the comma at the end of clause (2) of such sentence and deleting the
         word "and" immediately thereafter, and (iii) deleting clause (3) of
         such sentence in its entirety.

                  (f) Section 30 of the Rights Agreement is hereby amended by
         deleting the parenthetical in the first and second sentences thereof
         reading "(with, where specifically provided for herein, the concurrence
         of a majority of the Continuing Directors)" in its entirety in both
         instances.


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         2. Effect of Amendment. This Amendment shall be deemed effective as of
December 13, 2001 as if executed by both parties hereto on such date. As amended
hereby, the Rights Agreement shall remain in full force and effect.

         3. Miscellaneous. 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 to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision, covenant, or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.




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

                                                PERSONNEL GROUP OF AMERICA, INC.


                                                By: /s/ Ken R. Bramlett, Jr.
                                                    ----------------------------
                                                Title: Senior Vice President



                                                FIRST UNION NATIONAL BANK


                                                By: /s/ Patrick J. Edwards
                                                    ----------------------------
                                                Title: Vice President





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