COMFORCE CORP
AMENDMENT 6 TO LOAN & SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>5
<FILENAME>dex1021.txt
<DESCRIPTION>AMENDMENT 6 TO LOAN & SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.21

                 AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT

          AMENDMENT NO. 6 dated as of May 10, 2002 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"), LABFORCE SERVICES OF AMERICA, INC., a New York corporation,
COMFORCE CODING SERVICES, INC., a New York corporation, BXI NET, INC., a
California corporation and COMFORCE P-T-P SERVICES, INC., a New York corporation
(the "New 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

(1)       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 dated
          as of January 5, 2001, Amendment No. 2 thereto dated as of March 5,
          2001, Amendment No. 3 thereto dated as of September 21, 2001 and
          Amendments No. 4 and No. 5 thereto each dated 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).

(2)       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:

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

          (a)  paragraph (3) of the preamble to the Original Loan and Security
               Agreement is amended by replacing "LABFORCE OF AMERICA, INC."
               appearing therein with "COMFORCE TECHNICAL NW, INC. (as successor
               to LABFORCE OF AMERICA, INC.)."

          (b)  the following parties are added as "Borrowers" to paragraph (3)
               of the preamble to the Original Loan and Security Agreement: BXI
               NET, INC., a California corporation, COMFORCE CODING SERVICES,
               INC., a New York corporation and LABFORCE SERVICES OF AMERICA,
               INC., a New York corporation.

          (c)  the following party is added as an "Inactive Subsidiary" to
               paragraph (4) of the preamble to the Original Loan and Security
               Agreement: COMFORCE P-T-P SERVICES, INC., a New York corporation.


                                       -1-

<PAGE>

          (d)  a new Schedule 2.8 is added immediately after Schedule 2.1(B) in
               the list of Schedules to the Original Loan and Security Agreement
               and to the Schedules attached to the Original Loan and Security
               Agreement, such new schedule to be titled "Commercial Tort
               Claims".

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

               "'Amendment No. 6' shall mean Amendment No. 6, dated as of May
               10, 2002, of this Agreement."

               "'Amendment No. 6 Effective Date' shall mean the date on which
               the amendments contemplated by Amendment No. 6 become effective."

               "'Deposit Accounts' shall mean all 'deposit accounts,' as such
               term is defined in the UCC, now or hereafter held in the name of
               any Loan Party, wherever located."

               "'Documents' shall mean all 'documents,' as such term is defined
               in the UCC, now owned or hereafter acquired by any Loan Party,
               wherever located."

               "'General Intangibles' shall mean all 'general intangibles,' as
               such term is defined in the UCC, now owned or hereafter acquired
               by any Loan Party, wherever located."

               "'Letter-of-Credit Rights' shall mean 'letter-of-credit rights,'
               as such term is defined in the UCC, now owned or hereafter
               acquired by any Loan Party, including rights to payment or
               performance under a letter of credit, whether or not such Loan
               Party, as beneficiary, has demanded or is entitled to demand
               payment or performance."

               "'Software' shall mean all 'software,' as such term is defined in
               the UCC, now owned or hereafter acquired by any Loan Party, other
               than software embedded in any category of goods, including all
               computer programs and all supporting information provided in
               connection with a transaction related to any program."

               "'Special Condition I Satisfaction Date' shall mean, the date, if
               any, on which Administrative Agent is satisfied that the
               following conditions have been satisfied in full on or prior to
               the date 90 days after May 2, 2002:

               (i)     the Borrowers shall have delivered to the Lenders,
                       Administrative Agent and Collateral Agent a risk
                       acceptance criteria presentation, in form and substance
                       reasonably satisfactory to the Requisite Lenders and, in
                       any event, noting specific credit procedures that COI's
                       credit committee will follow in the analysis of
                       prospective and/or existing Account Sellers to ensure the
                       preservation of the Borrowers' overall credit quality in
                       relation to Purchased Accounts and such presentation,
                       credit policy and procedures shall have been reviewed by
                       a third party consultant satisfactory to Administrative
                       Agent, Collateral Agent and COI shall have implemented
                       any recommendations of such consultant;

               (ii)    Administrative Agent, Collateral Agent and the Lenders
                       shall have received from the Borrowers a detailed report
                       noting the amount of chargebacks outstanding for each
                       Account Debtor and Account Seller and the amount of cash
                       that has been applied to such chargebacks, and such
                       report shall be acceptable to the Requisite Lenders as
                       reviewed by the Lenders as part of the field examination
                       next occurring after the Amendment No. 6 Effective Date
                       and within 90 days following May 2, 2002; and


                                       -2-

<PAGE>

               (iii)   Administrative Agent and Collateral Agent shall be
                       satisfied that the Borrowers have installed a separate
                       telephone line for verification of amounts owing by the
                       account debtors in respect of Purchased Accounts."

               "'Special Condition II Satisfaction Date' shall mean the date, if
               any, on which Administrative Agent is satisfied that the
               following conditions have been satisfied in full:

               (i)     the Special Condition I Satisfaction Date shall have
                       occurred; and

               (ii)    in connection with the two field examinations of the
                       Borrowers conducted by the Lenders next following the
                       Amendment No. 6 Effective Date, the Requisite Lenders
                       shall have confirmed the continued adherence by the
                       Borrowers to the implementation of the credit policies
                       and procedures referred to in the definition of Special
                       Condition I Satisfaction Date and the continued existence
                       and use of the telephone line referred to in the
                       definition of Special Condition I Satisfaction Date."

               "'Supporting Obligations' shall mean all 'supporting
               obligations,' as such term is defined in the UCC, now owned or
               hereafter acquired by any Loan Party, wherever located."

               "'Uniform Commercial Code Jurisdiction' shall mean any
               jurisdiction that has adopted all or substantially all of Article
               9 as contained in the 2000 Official Text of the Uniform
               Commercial Code, as recommended by the National Conference of
               Commissioners on Uniform State Laws and the American Law
               Institute, together with any subsequent amendments or
               modifications to the Official Text."

          (f)  the definition of "Applicable Base Rate Margin" appearing in
               subsection 1.1 of the Original Loan and Security Agreement is
               amended by changing the percentages appearing therein as follows:
               (i) .0% is increased to .25%, (ii) .25% is increased to .50%,
               (iii) .50% is increased to .75%, (iv) .75% is increased to 1.00%
               and (v) 1.00% is increased to 1.25%.

          (g)  the definition of "Applicable LIBOR Margin" appearing in
               subsection 1.1 of the Original Loan and Security Agreement is
               amended by changing the percentages appearing therein as follows:
               (i) 1.75% is increased to 2.00%, (ii) 2.00% is increased to
               2.25%, (iii) 2.25% is increased to 2.50%, (iv) 2.50% is increased
               to 2.75% and (v) 2.75% is increased to 3.00%.

          (h)  the following definitions appearing in subsection 1.1 of the
               Original Loan and Security Agreement are amended and restated as
               follows:

               "'Accounts' shall mean all 'accounts' (as defined in the UCC),
               accounts receivable, contract rights and general intangibles
               relating thereto, notes, drafts, health-care-insurance
               receivables and other forms of obligations owed to or owned by
               any Borrower arising or resulting from the sale of goods or the
               rendering of services and including, in any event, all Purchased
               Accounts and Service Fee Accounts."

               "'Account Debtor' shall mean any Person who may become obligated
               to any Loan Party under, with respect to, or on account of, an
               Account, Chattel Paper or General Intangibles (including a
               payment intangible)."


                                       -3-

<PAGE>

               "'Asset Disposition' shall mean the disposition, whether by sale,
               lease, license, transfer, loss, damage, destruction, condemnation
               or otherwise, of any or all of the assets of any Loan Party."

               "'Chattel Paper' shall mean any 'chattel paper,' as such term is
               defined in the UCC, including electronic chattel paper, now owned
               or hereafter acquired by any Loan Party, wherever located."

               "'Contract' shall mean all contracts, undertakings, general
               intangibles or agreements (other than rights evidenced by Chattel
               Paper, Documents, Instruments or Accounts) in or under which any
               Loan Party may now or hereafter have any right, title or
               interest."

          (i)  Clause (2) of subsection 2.1(A) of the Original Loan and Security
               Agreement is amended and restated as follows:

               "'Borrowing Base' means, as of any date of determination, an
               amount equal to eighty-five per cent (85%) of Eligible Accounts
               other than Eligible Accounts that are Purchased Accounts plus 80%
               of Eligible Accounts that are Purchased Accounts less, until the
               Special Condition I Satisfaction Date, a reserve equal to 2.5% of
               Eligible Accounts that are Purchased Accounts, plus the lesser of
               eighty-five per cent (85%) of (x) Unbilled Eligible Accounts and
               (y) an amount equal to 8% of the sum of Unbilled Eligible
               Accounts plus Eligible Accounts; less Landlord Waiver Reserves
               and less such other reserves as Collateral Agent in its
               reasonable discretion may elect to establish from time to time;
               provided, however, that so long as any Senior Notes or Senior PIK
               Notes are outstanding, the Borrowing Base shall not exceed the
               maximum principal amount of Indebtedness permitted to be incurred
               under section 4.3(b)(i) of the Senior Notes Indenture or section
               4.3(b)(i) of the Senior Debentures Indenture. With reasonable
               promptness following delivery by the Borrower Representative of
               financial statements in accordance with subsection 5.1(A) in
               respect of the month ending May 31, 2002, assuming that at such
               time there shall be continuing no Default or Event of Default,
               the Lenders in good faith shall consider whether the advance rate
               against Eligible Accounts that are Purchased Accounts be
               increased to 85%; provided, however, that no such increase shall
               become effective without the consent of all Lenders and no Lender
               shall have any obligation to consent to such increase."

          (j)  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, 50%,
               or from and after the Special Condition II Satisfaction Date,
               55%, of otherwise Eligible Accounts;";

          (k)  subsection 2.8 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows (it being
               understood that all security interests granted under the Original
               Loan and Security Agreement shall continue uninterrupted):

               "2.8 Grant of Security Interest

               To secure the payment and performance of the Obligations,
               including all renewals, extensions, restructurings and
               refinancings of any or all of the Obligations, each Loan Party
               hereby grants to Administrative Agent, on behalf of Lenders and
               on behalf of the Issuing Banks a continuing security interest,
               lien and mortgage in and to all right, title


                                       -4-

<PAGE>

               and interest of such Loan Party in the following property of such
               Loan Party (whether owned or consigned by or to, or leased from
               or to such Loan Party), whether now owned or existing or
               hereafter acquired or arising and regardless of where located
               (all being collectively referred to as the 'Collateral'): (A)
               Accounts, and all guaranties and security therefor, and all goods
               and rights represented thereby or arising therefrom including the
               rights of stoppage in transit, replevin and reclamation; (B)
               Inventory; (C) General Intangibles (as defined in the UCC),
               including payment intangibles, Software and the Account
               Agreements; (D) Documents (as defined in the UCC) or other
               receipts covering, evidencing or representing goods; (E)
               Instruments (as defined in the UCC); (F) Chattel Paper (as
               defined in the UCC); (G) Equipment; (H) all Letter-of-Credit
               Rights; (I) all Deposit Accounts of each Loan Party maintained
               with any bank or financial institution; (J) all money, cash or
               cash equivalents and property of such Borrower and such Holding
               Party, any Lender or any participant; (K) all books, records,
               ledger cards, files, correspondence, computer programs, tapes,
               disks and related data processing software that at any time
               evidence or contain information relating to any of the property
               described above or are otherwise necessary or helpful in the
               collection thereof or realization thereon; (L) all goods; (M) all
               Fixtures (as defined in the UCC); (N) all Investment Property (as
               defined in the UCC) (other than any covered by the Pledge
               Agreement); (O) all Supporting Obligations; (P) any commercial
               tort claim listed and described in Schedule 2.8; and (Q) proceeds
               of all or any of the property described above, including, without
               limitation, the proceeds of any tort claims or any insurance
               policies covering any of the above described property and all
               accessions to, substitutions and replacements for and rents and
               profits of, each of the foregoing."

          (l)  subsection 3.1(B) of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "3.1(B) Security Interests

               Administrative Agent and Lenders shall have received satisfactory
               evidence that all security interests and liens granted to
               Administrative Agent for the benefit of Lenders pursuant to this
               Agreement or the other Loan Documents (including, without
               limitation, a pledge of all present and future capital stock of
               all Subsidiaries of CC) have been duly perfected and constitute
               first priority liens on the Collateral, subject only to Permitted
               Encumbrances. Such first priority liens shall be enforceable
               against any and all creditors of and purchasers from any Loan
               Party (other than purchasers and lessees of Inventory in the
               ordinary course of business and non-exclusive licensees of
               General Intangibles in the ordinary course of business). All
               filings, recordations and searches necessary or desirable in
               connection with such liens and security interests shall have been
               duly made and all filing and recording fees and taxes shall have
               been duly paid."

          (m)  subsection 4.8 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "4.8 Locations; Organizational Identification Number; FEIN

               Schedule 4.8 sets forth each Loan Party's name as it appears in
               official filings in the state of its incorporation or other
               organization, the type of entity of each Loan Party, the
               organizational identification number issued by each Loan Party's
               state of incorporation or organization or a statement that no
               such number has been issued, the location of each Loan Party's
               principal place of business, chief executive office, the location
               of each Loan


                                       -5-

<PAGE>

               Party's books and records, the location of all other offices of
               such Loan Party and all Collateral locations, and such locations
               are such Loan Party's sole locations for its business and the
               Collateral. Each Loan Party's federal employer identification
               number is also set forth on Schedule 4.8. No Loan Party will
               change its jurisdiction of organization except in connection with
               a merger permitted by subsection 7.6."

          (n)  subsection 4.9 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "4.9 Title to Properties; Liens

               Each Loan Party has the power to transfer and has good,
               sufficient and legal title to, subject to Permitted Encumbrances,
               all its respective material properties and assets. Except for
               Permitted Encumbrances, all such properties and assets are free
               and clear of Liens. To the best knowledge of any Loan Party after
               due inquiry, there are no actual, threatened or alleged defaults
               with respect to any leases of real property under which any Loan
               Party is lessee or lessor which could reasonably be expected to
               have a Material Adverse Effect. Schedule 4.9 sets forth a
               description of each lease of real property to which a Loan Party
               is a lessee and each parcel of real property owned in fee by any
               Loan Party."

          (o)  the first sentence of subsection 5.6(a) of the Original Loan and
               Security Agreement is amended and restated in its entirety as
               follows:

               "As and when requested by Administrative Agent, Borrowers shall
               establish lockboxes and blocked accounts (collectively, 'Blocked
               Accounts') in Borrowers' names or, by separate agreement with
               Administrative Agent, in Administrative Agent's name, with such
               banks ('Collecting Banks') as are acceptable to Administrative
               Agent (subject to irrevocable instructions acceptable to
               Administrative Agent as hereinafter set forth and contained in
               agreements in form and substance acceptable to Administrative
               Agent among the applicable Borrowers and Collecting Banks and
               Administrative Agent ('Blocked Account Agreement')) to which all
               Account Debtors shall directly remit all payments on Accounts and
               in which Borrowers will immediately deposit all payments
               constituting proceeds of Collateral in the identical form in
               which such payment was made, whether by cash or check."

          (p)  subsection 5.6(b) of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "Borrowers shall, in addition to the matters referred to in (a)
               above, as and when requested by Administrative Agent, establish a
               cash management arrangement pursuant to such instruments and
               documents and with such bank or banks as shall be satisfactory to
               Administrative Agent. The arrangements referred to in (a) above
               and the cash management arrangement referred to in this clause
               (b) are herein referred to collectively as the 'Cash Dominion
               Arrangement.'"

          (q)  subsection 5.12 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "5.12 Further Assurances


                                       -6-

<PAGE>

               (a)     Each Loan Party shall, from time to time, execute such
                       guaranties, financing or continuation statements
                       (including financing or continuation statements in those
                       jurisdictions that are not Uniform Commercial Code
                       Jurisdictions), documents, security agreements, reports
                       and other documents or deliver to Administrative Agent
                       such instruments, certificates of title or other
                       documents as Administrative Agent at any time may
                       reasonably request to evidence, perfect or otherwise
                       implement the guaranties and security for repayment of
                       the Obligations provided for in the Loan Documents. Each
                       Loan Party shall obtain or use its best efforts to obtain
                       waivers or subordinations of Liens from landlords or
                       mortgagees, and each Loan Party shall in all instances
                       obtain signed acknowledgements of Administrative Agent's
                       Liens from bailees having possession of any Loan Party's
                       goods that such bailees hold for the benefit of
                       Administrative Agent. Unless waived by Administrative
                       Agent in writing (which waiver may be revoked), each
                       Borrower shall cause each Loan Party to enter into
                       control agreements, in form and substance satisfactory to
                       the Administrative Agent, to perfect the Lien of
                       Administrative Agent on Collateral consisting of
                       Letter-of Credit Rights, electronic chattel paper (as
                       defined in the UCC), uncertificated securities,
                       securities accounts and commodity accounts issued or held
                       by a securities intermediary or commodities intermediary,
                       and other Collateral of a type as to which perfection by
                       control is advisable or required under the UCC. With
                       respect to Letter-of-Credit Rights, each Loan Party that
                       is or becomes the beneficiary of a letter of credit shall
                       promptly, and in any event within two (2) Business Days
                       after becoming a beneficiary, notify Administrative Agent
                       thereof, and enter into a tri-party agreement with
                       Administrative Agent and the issuer and/or confirmation
                       bank with respect to Letter-of-Credit Rights assigning
                       such Letter-or-Credit Rights to Administrative Agent and
                       directing all payments thereunder to Administrative
                       Agent's Account, all in form and substance reasonably
                       satisfactory to Administrative Agent. Each Loan Party
                       shall obtain a Blocked Account Agreement or similar
                       agreement with each bank or financial institution holding
                       a Deposit Account for such Loan Party in accordance with
                       subsection 5.6. Each Loan Party shall also promptly, and
                       in any event within two (2) Business Days after the same
                       is acquired by it, notify Administrative Agent of any
                       commercial tort claims (as defined in the UCC) acquired
                       by it and unless otherwise consented by Administrative
                       Agent, such Loan Party shall enter into a supplement to
                       this Agreement, granting to Administrative Agent a Lien
                       on such commercial tort claim.

               (b)     Upon creation or acquisition thereof, each Loan Party
                       shall cause any newly created or acquired Subsidiary of a
                       Borrower or a Loan Party promptly to become a Borrower
                       and/or Corporate Guarantor hereunder (as specified by
                       Administrative Agent) and to grant to Administrative
                       Agent, on behalf of Lenders, perfected first priority
                       (subject only to Permitted Encumbrances) security
                       interests in all present and future real, personal and
                       mixed property of such Subsidiary, and shall cause all
                       present and future equity interests in such Subsidiary to
                       be pledged to Administrative Agent as security for the
                       Obligations on a first priority basis (subject only to
                       Permitted Encumbrances) and, to the extent requested by
                       Administrative Agent, and at Borrowers' sole cost and
                       expense, shall deliver or cause to be delivered to
                       Administrative Agent such legal opinion, certificates,
                       title insurance, evidence of UCC and other searches,
                       evidence of perfection of security interests,
                       environmental reports, appraisals (including real estate
                       appraisals contemplated by the Financial Institutions


                                       -7-

<PAGE>

                       Reform, Recovery and Enforcement Act of 1989, as amended,
                       and the regulations promulgated thereunder), landlord
                       waivers, bailee letters and similar documents and
                       agreements, as Administrative Agent may have reasonably
                       requested. Nothing contained in this paragraph shall be
                       deemed to be a consent to the acquisition, establishment
                       or creation of any Subsidiary by any Loan Party.

               (c)     Each Loan Party hereby irrevocably authorizes the
                       Administrative Agent to file financing statements (and to
                       sign same where required by applicable law) with respect
                       to the Collateral without the signature of such Loan
                       Party that (a) indicate the Collateral (i) as all assets
                       of such Loan Party or words of similar effect, regardless
                       of whether any particular asset comprised in the
                       Collateral falls within the scope of Article 9 of the
                       UCC, or (ii) as being of an equal or lesser scope or with
                       greater detail, and (b) contain any other information
                       required by part 5 of Article 9 of the UCC for the
                       sufficiency or filing office acceptance of any financing
                       statement or amendment, including (i) whether such Loan
                       Party is an organization, the type of organization and
                       any organization identification number issued to such
                       Loan Party, and (ii) in the case of a financing statement
                       filed as a fixture filing or indicating Collateral as
                       as-extracted collateral or timber to be cut, a sufficient
                       description of real property to which the Collateral
                       relates. Each Loan Party agrees to furnish any such
                       information to the Administrative Agent promptly upon
                       request. Each Loan Party also ratifies its authorization
                       for the Administrative Agent to have filed any initial
                       financing statements or amendments thereto if filed prior
                       to the date hereof."

          (r)  subsection 5.14 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "5.14 Instruments; Chattel Paper

               Except to the extent Indebtedness evidenced thereby does not
               exceed $50,000 outstanding at any time in the aggregate, Loan
               Parties will deliver and pledge to Administrative Agent all
               notes, negotiable Documents, certificated securities (other than
               any securities covered by a Pledge Agreement), Chattel Paper, and
               instruments (as defined in the UCC) duly endorsed and accompanied
               by duly executed instruments of transfer or assignment (including
               stock powers, allonges or other instruments of transfer executed
               in blank), all in form and substance satisfactory to
               Administrative Agent. If the Loan Parties retain possession of
               any Chattel Paper or Instruments with Administrative Agent's
               consent, the Loan Parties will mark conspicuously all chattel
               paper and instruments with a legend, in form and substance
               satisfactory to Administrative Agent, indicating that such
               chattel paper or instrument is subject to the security interest
               of Administrative Agent, for the benefit of itself and Lenders.
               Borrowers shall take all steps necessary to grant to
               Administrative Agent control of all electronic chattel paper in
               accordance with any provisions of the UCC regarding same which
               may come into effect and all 'transferable records' as defined in
               each of the Uniform Electronic Transactions Act and the
               Electronic Signatures in Global and National Commerce Act."

               Without limiting the generality of the foregoing, Loan Parties
               will mark conspicuously all Account Agreements with the legend
               referred to in the preceding paragraph."

          (s)  a new subsection 5.17 is added immediately after the end of
               subsection 5.16, such new subsection to be titled "Authorized
               Terminations" and to read as follows:


                                       -8-

<PAGE>

               "Upon payment and satisfaction in full in cash of all Obligations
               hereunder and termination of the Commitments in accordance with
               subsection 2.6, Administrative Agent shall deliver to the Loan
               Parties for filing or authorize each Loan Party to prepare and
               file termination statements, releases and other documents
               necessary or appropriate to evidence the termination of the Liens
               securing payment of the Obligations."

          (t)  subsection 6.2 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "6.2 Fixed Charge Coverage

               The Loan Parties shall not suffer or permit Fixed Charge Coverage
               for any period of four consecutive fiscal quarters ending on the
               last day of (i) the fiscal quarter ending on March 31, 2002, to
               be less than 1.10:1.00, (ii) the fiscal quarter ending on June
               30, 2002, to be less than .75:1.00, (iii) the fiscal quarter
               ending on September 30, 2002, to be less than .75:1.00 and (iv)
               any fiscal quarter ending after September 30, 2002, to be less
               than 1.00:1.00."

          (u)  subsection 7.3(A) of the Original Loan and Security Agreement is
               amended by adding the phrase ", lease, license" appearing therein
               immediately after the phrase "Sell, assign" appearing therein.

          (v)  a new subsection 7.6(D) is added immediately after the end of
               subsection 7.6(C), such new subsection to read as follows:

               "Reincorporate or reorganize itself under the laws of any
               jurisdiction other than the jurisdiction in which it is
               incorporated or organized as of the date hereof or change its
               name."

          (w)  a new subsection 7.18 is added immediately after the end of
               subsection 7.17, such new subsection to be titled "Financing
               Statements; Amendments; Termination Statements" and to read as
               follows:

               "File any financing statement or amendment or termination
               statement with respect to any financing statement without the
               prior written consent of Administrative Agent, subject to each
               Loan Party's rights under Section 9-509(d)(2) of the UCC."

          (x)  subsection 8.4(A) of the Original Loan and Security Agreement is
               amended by (1) adding the phrase "lease, license, assign, give an
               option or options to purchase or otherwise dispose of" appearing
               therein immediately after the phrase "without notice except as
               specified below, sell" appearing therein and (2) adding a new
               paragraph at the end of such subsection to read as follows:

               "To the extent that applicable law imposes duties on the Agent to
               exercise remedies in a commercially reasonable manner, each Loan
               Party acknowledges and agrees that it is not commercially
               unreasonable for the Agent (i) to fail to incur expenses
               reasonably deemed significant by the Agent to prepare the
               Collateral for disposition or otherwise to complete raw material
               or work in process into finished goods or other finished products
               for disposition, (ii) to fail to obtain third party consents for
               access to Collateral to be disposed of, or to obtain or, if not
               required by other law, to fail to obtain governmental or third
               party consents for the collection or disposition of Collateral to
               be collected or disposed of, (iii) to fail to exercise collection
               remedies against Account Debtors or other


                                       -9-

<PAGE>

               Persons obligated on the Collateral or to remove Liens on or any
               adverse claims against the Collateral, (iv) to exercise
               collection remedies against Account Debtors and other Persons
               obligated on the Collateral directly or through the use of
               collection agencies and other collection specialists, (v) to
               advertise dispositions of Collateral through publications or
               media of general circulation, whether or not the Collateral is of
               a specialized nature, (vi) to contact other Persons, whether or
               not in the same business as the Loan Party, for expressions of
               interest in acquiring all or any portion of such Collateral,
               (vii) to hire one or more professional auctioneers to assist in
               the disposition of Collateral, whether or not the Collateral is
               of a specialized nature, (viii) to dispose of Collateral by
               utilizing internet sites that provide for the auction of assets
               of the types included in the Collateral or that have the
               reasonable capacity of doing so, or that match buyers and sellers
               of assets, (ix) to dispose of assets in wholesale rather than
               retail markets, (x) to disclaim disposition warranties, such as
               title, possession or quiet enjoyment, (xi) to purchase insurance
               or credit enhancements to insure the Agent against risks of loss,
               collection or disposition of Collateral or to provide to the
               Agent a guaranteed return from the collection or disposition of
               Collateral, or (xii) to the extent deemed appropriate by the
               Agent, to obtain the services of other brokers, investment
               bankers, consultants and other professionals to assist the Agent
               in the collection or disposition of any of the Collateral. Each
               Loan Party acknowledges that the purpose of this paragraph under
               this subsection 8.4(A) is to provide non-exhaustive indications
               of what actions or omissions by the Agent would not be
               commercially unreasonable in the Agent's exercise of remedies
               against the Collateral and that other actions or omissions by the
               Agent shall not be deemed commercially unreasonable solely on
               account of not being indicated in this paragraph of this
               subsection 8.4(A). Without limitation upon the foregoing, nothing
               contained in this paragraph shall be construed to grant any
               rights to any Loan Party or to impose any duties on any Agent
               that would not have been granted or imposed by this Agreement or
               by applicable law in the absence of this paragraph."

          (y)  subsection 8.4(B) of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "At any time after an Event of Default shall have occurred and be
               continuing (or if any rights of set-off (other than set-off
               against an Account arising under the contract giving rise to the
               same Account) or contra accounts may be asserted with respect to
               the following), (i) Collateral Agent may, without prior notice to
               each Loan Party, notify Account Debtors and other Persons
               obligated on the Collateral that Administrative Agent has a
               security interest therein, and that payments shall be made
               directly to Administrative Agent, for itself and the benefit of
               Lenders, and (ii) each Loan Party shall, if so requested by
               Collateral Agent, so notify Account Debtors and other Persons
               obligated on the Collateral."

          (z)  the first sentence of subsection 8.4(C) of the Original Loan and
               Security Agreement is amended and restated in its entirety as
               follows:

               "Collateral Agent may, if an Event of Default shall have occurred
               and be continuing, in Collateral Agent's own name or in the name
               of a Loan Party, communicate with Account Debtors, parties to
               Contracts, obligors in respect of Instruments and obligors in
               respect of Chattel Paper and/or payment intangibles to verify
               with such Persons, to Collateral Agent's satisfaction, the
               existence, amount and terms of any such Accounts, Contracts,
               Instruments or Chattel Paper and/or payment intangibles."


                                       -10-

<PAGE>

          (aa) subsection 8.5 of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "8.5 Appointment of Attorney-in-Fact

               Each Loan Party hereby constitutes and appoints each Agent as
               such Loan Party's attorney-in-fact with full authority in the
               place and stead of such Loan Party and in the name of such Loan
               Party, any Agent or otherwise, from time to time in such Agent's
               discretion while an Event of Default is continuing to take any
               action and to execute any instrument that such Agent may deem
               necessary or advisable to accomplish the purposes of this
               Agreement, including: (a) to ask, demand, collect, sue for,
               recover, compound, receive and give acquittance and receipts for
               moneys due and to become due under or in respect of any of the
               Collateral; (b) to adjust, settle or compromise the amount or
               payment of any Account, or release wholly or partly any customer
               or obligor thereunder or allow any credit or discount thereon;
               (c) to receive, endorse, and collect any drafts or other
               instruments, documents and chattel paper, in connection with
               clause (a) above; (d) to file any claims or take any action or
               institute any proceedings that such Agent may deem necessary or
               desirable for the collection of any of the Collateral or
               otherwise to enforce the rights of such Agent and Lenders with
               respect to any of the Collateral; and (e) to sign and endorse any
               invoices, freight or express bills, bills of lading, storage or
               warehouse receipts, assignments, verifications and notices in
               connection with Accounts and other documents relating to the
               Collateral. Regardless of whether an Event of Default has
               occurred or is continuing, each Loan Party that is a party hereto
               authorizes Administrative Agent to file financing statements
               describing Collateral of such Loan Party with or without the
               signature of the Loan Party, or to file a photocopy of this
               Agreement in substitution for a financing statement, as
               Administrative Agent may deem appropriate and to execute in such
               Loan Party's name such financing statements and amendments
               thereto and continuation statements which may require the Loan
               Party's signature. The appointment of Agents as each Loan Party's
               attorney and Agents' rights and powers are coupled with an
               interest and are irrevocable until payment in full and complete
               performance of all of the Obligations."

          (bb) subsection 8.6(B) of the Original Loan and Security Agreement is
               amended and restated in its entirety as follows:

               "It is expressly agreed by each Loan Party that, anything herein
               to the contrary notwithstanding, each Loan Party shall remain
               liable in respect of the Collateral and all other agreements to
               which it is a party or by which it is bound relating to the
               Collateral to observe and perform all the conditions and
               obligations to be observed and performed by it thereunder.
               Neither any Agent nor any Lender shall have any obligation or
               liability under any Contract by reason of or arising out of this
               Agreement or the granting herein of a Lien thereon or the receipt
               by any Agent or any Lender of any payment relating to any
               Contract pursuant hereto. Neither any Agent nor any Lender shall
               be required or obligated in any manner to perform or fulfill any
               of the obligations of each Loan Party in respect of the
               Collateral, or to make any payment, or to make any inquiry as to
               the nature or the sufficiency of any payment received by it or
               the sufficiency of any performance by any party in respect of the
               Collateral, or to present or file any claims, or to take any
               action to collect or enforce any performance or the payment of
               any amounts which may have been assigned to it or to which it may
               be entitled at any time or times."


                                       -11-

<PAGE>

2.        Waivers.

          (a)  Effective on the Effective Date, as hereinafter defined, the
               Requisite Lenders waive any Default or Event of Default arising
               by virtue of any failure by the Loan Parties to comply with the
               covenant set forth in subsection 6.2 for the period of four
               consecutive fiscal quarters ending on the last day of the fiscal
               quarter ending on March 31, 2002. Such waiver shall pertain only
               to such covenant for such fiscal quarter and shall not entitle
               any Loan Party to any other waiver.

          (b)  Effective on the Effective Date, as hereinafter defined, the
               Requisite Lenders waive any Default or Event of Default arising
               by virtue of failure by the Loan Parties to comply with the
               covenant set forth in subsection 7.12 only to the extent that
               non-compliance arises from the creation of the New Loan Parties;
               provided, however, that the waiver contained in this paragraph
               (b) shall cease and be of no further force or effect from and
               after the date 45 days following the Effective Date, as
               hereinafter defined, unless on or prior to such date the Loan
               Parties shall have complied with the requirements of paragraph
               (c) of this Section 2. Each New Loan Party hereby (i) agrees that
               it is a Corporate Guarantor, a Loan Party and, except in the case
               of COMFORCE P-T-P Services, Inc., a Borrower, in each case, under
               the terms of the Original Loan and Security Agreement as amended
               by Amendment No. 6 (and as it may hereafter be amended), (ii)
               acknowledges that it is unconditionally and jointly and severally
               obligated for all Obligations of the Loan Parties heretofore
               incurred under the Original Loan and Security Agreement or that
               may hereafter be incurred under the Original Loan and Security
               Agreement as amended by this Amendment No. 6 and as it may
               subsequently be amended as a Corporate Guarantor and, except in
               the case of COMFORCE P-T-P Services, Inc., as a Borrower, (iii)
               makes, as to itself and as of the date hereof, all
               representations and warranties of a Loan Party contained in the
               Original Loan and Security Agreement and (iv) agrees to cause
               each of the covenants contained in paragraph (c) of this Section
               2 to be performed on or before the date 45 days following the
               Effective Date, as hereinafter defined. The waiver contained in
               this paragraph (b) shall apply only to the failure to comply with
               subsection 7.12 with respect to the creation of the New Loan
               Parties and shall not entitle any Loan Party to any other waiver.

          (c)  In connection with such waiver, on or before the date 45 days
               following the Effective Date, as hereinafter defined, the Loan
               Parties shall (A) deliver to the Administrative Agent for each
               New Loan Party, (i) incumbency certificates, certified as of a
               recent date by such party's corporate secretary or an assistant
               secretary, (ii) resolutions of the Board of Directors authorizing
               and approving the execution, delivery and performance of this
               Amendment No. 6 consummation of the transactions contemplated
               hereby, certified as of a recent date by such party's corporate
               secretary or assistant secretary as being in full force and
               effect without modification or amendment, (iii) certified copies
               of the certificate or articles of incorporation together with
               good standing certificates from the state of its incorporation
               and (iv) a copy of the bylaws certified as of a recent date by
               its corporate secretary or assistant secretary as being in full
               force and effect without modification or amendment, in the case
               of each of clauses (i) and (ii), in form and substance
               satisfactory to the Administrative Agent, (B) deliver a legal
               opinion from independent counsel to the New Loan Parties in form
               and substance satisfactory to the Administrative Agent as to such
               matters in connection with the execution, delivery performance by
               the New Loan Parties of this Amendment No. 6 and the pledge of
               stock referred to below as the Administrative Agent may
               reasonably request and (C) pledge to the Administrative Agent
               pursuant to the Pledge Agreement all issued and outstanding
               capital stock of the New Loan Parties and all other equity
               interests, if any, therein, deliver to the Administrative Agent
               all certificates evidencing such capital stock and other equity


                                       -12-

<PAGE>

               interests endorsed in blank or accompanied by stock powers
               signed, undated and left blank as to the transferee and caused
               the Pledge Agreement to be amended (in form and substance
               satisfactory to the Administrative Agent) to accommodate such
               pledge.

3.        Representations and Warranties. Each Loan Party and New 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 or New Loan Party is
               required to authorize, or is otherwise required in connection
               with the execution, delivery and performance of this Amendment
               No. 6.

          (b)  this Amendment No. 6 has been duly executed and delivered by a
               duly authorized officer of each Loan Party and New Loan Party,
               and constitutes the legal, valid and binding obligations of such
               Loan Party or New 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. 6
               will not violate any law, statute or regulation applicable to any
               Loan Party or New 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.

4.        Effectiveness. The foregoing amendments contained in this Amendment
          No. 6 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 May 10, 2002:

          (a)  this Amendment No. 6 shall have been executed and delivered by
               each Loan Party, New Loan Party and the Requisite Lenders;

          (b)  as of the Effective Date, there shall be continuing no Default or
               Event of Default, other than (i) the failure of the Loan Parties
               to comply with the covenant set forth in subsection 6.2 of the
               Original Loan and Security Agreement for the period of four
               consecutive fiscal quarters ending on the last day of the fiscal
               quarter ending on March 31, 2002 and (ii) the failure of the Loan
               Parties to comply with the covenant set forth in subsection 7.12
               of the Original Loan and Security Agreement with respect to the
               creation of the New Loan Parties;

          (c)  the representations made by the Loan Parties and New 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 $50,000 for the pro rata 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 and the New Loan Parties, as to the
               Original


                                       -13-

<PAGE>

               Loan and Security Agreement, as amended by Amendment No. 6 and
               the other Loan Documents, in form and substance satisfactory to
               the Administrative Agent.

5.        Special Condition I Non-Satisfaction Fee. If Borrowers fail to satisfy
          in full the conditions specified in the definition of "Special
          Condition I Satisfaction Date" on or prior to the date 90 days after
          May 2, 2002, CC, COI and USI shall pay, as compensation to the Lenders
          for their increased risk, to the Administrative Agent for the pro rata
          account of the Lenders a fee in the amount of $25,000.

6.        New or Replaced Schedules. Schedule 2.8 referred to in Section 1(d) of
          this Amendment No. 6 shall be added to the Original Loan and Security
          Agreement and is attached hereto as Exhibit A. Schedule 4.8 of the
          Original Loan and Security Agreement shall be replaced with a new
          Schedule 4.8 referred to in Section 1(m) of this Amendment No. 6 and
          is attached hereto as Exhibit B.

7.        Governing Law. This Amendment No. 6 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.

8.        Counterparts. This Amendment No. 6 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.

9.        Consent. By signing below, each Loan Party and New Loan Party consents
          to the execution and delivery of this Amendment No. 6 by each other
          Loan Party and each other New Loan Party and agrees that the
          obligations of such Loan Party or such New Loan Party under the Loan
          Documents continue in full force and effect.

10.       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. 6
          (as well as by all subsequent amendments, restatements, modifications
          and supplements thereto).

                            [SIGNATURE PAGES FOLLOW]


                                       -14-

<PAGE>

          IN WITNESS WHEREOF, the Loan Parties, the New Loan Parties, the
Lenders, the Co-Agent, the Collateral Agent and the Administrative Agent have
caused this Amendment No. 6 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 NW, INC. (as successor to
                               LABFORCE OF AMERICA, INC.)
                              COMFORCE TECHNICAL SERVICES, INC.
                              COMFORCE TELECOM, INC.
                              GERRI G., 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.

New Loan Parties:             BXI NET, INC.
                              COMFORCE CODING SERVICES, INC.
                              COMFORCE P-T-P SERVICES, INC.
                              LABFORCE SERVICES OF AMERICA, INC.

                    [Signatures Continued on Following Page]


                                       -15-

<PAGE>
                   [SIGNATURE PAGE 1 OF 2 TO AMENDMENT NO. 6]

                                        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]


                                       -16-

<PAGE>

                   [SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 6]

                                        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


                                       -17-

</TEXT>
</DOCUMENT>
