COMFORCE CORP
DEFERRED VACATION PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex10_3.txt
<DESCRIPTION>DEFERRED VACATION PLAN
<TEXT>

                                                                    Exhibit 10.3

                             DEFERRED VACATION PLAN

1. Purpose of Plan

     The purpose of the Deferred  Vacation  Plan (the  "Plan") is to  compensate
certain officers and key management employees  ("Employees") who render services
to COMFORCE  Corporation  and its  subsidiaries  and affiliates all  hereinafter
known as the  "Company"  and who, for business  reasons have had to forgo all or
part of a vacation ("Forgone Vacation") otherwise due.

2. Administration

     The  Plan  shall  be  administered  by  the  Compensation  Committee  ("the
"Committee") of the Board of Directors of the Company. Subject to the provisions
of the plan, the Committee shall have exclusive power to select the Employees to
participate  in the  Plan  ("Participant")  and the  time  or  times  when  such
participation  will take place.  The  authority  granted to the Committee by the
preceding  sentence will be exercised based upon  recommendations  received from
the management of the Company.

     The  Committee  shall have  authority to interpret  the Plan,  to adopt and
revise rules and  regulations  relating to the Plan, to determine the conditions
subject to which  amount  shall be  accrued  or paid and to make  determinations
which it believes  necessary or advisable  for the  administration  of the Plan.
Determinations  by the  committee  shall be made by  majority  vote and shall be
final and binding on all  parties  with  respect to all matters  relating to the
Plan.

3. Earnings of Credits

     (a) Participants shall earn one (1) deferred credit ("Deferred Credit") for
each full day of a Forgone  Vacation  in excess of 10 days in each year that the
Plan is in effect which in no event shall exceed 10 days in any calendar year.

     (b) Participants  may, in the discretion of the Committee,  be given credit
for some Forgone Vacations that occurred before the Plan was adopted and in such
case,  the  Committee  will  advise each  Participant  of the amount of Deferred
Credits deemed earned and the value thereof (which likewise is determined at the
discretion of the Committee).

     (c) Except for Deferred Credits noted in (b) above, the value of a Deferred
Credit  shall  be 20% of the  Participant's  weekly  salary  at the  time of the
Forgone Vacation.

     (d) The Deferred  Credit  shall earn simple  interest at the rate of 5% per
annum.  The Deferred Credit and the accrued interest thereon shall be called the
"Total Deferred Credit".

     (e) As of the  beginning of each year  following  the adoption of the plan,
each  Participant  will be informed of the number of Deferred  Credits earned by
that Participant and the value thereof.

4. Payment of Deferred Credit

     On the  first  day of the  calendar  quarter  next  following  the date the
Participant  ceases  to be an  employee  of the  Company  ("Termination  Date"),
payments of the Total Deferred Credit shall begin and will continue on the first
day of each succeeding  eleven calendar quarters until the Total Deferred Credit
has been paid ("Payment Date").

     The amount of each  quarterly  payment  shall be determined by dividing the
Total Deferred Credit by twelve and then, at each Payment Date,  adding interest
to the  quotient  at the rate of 5% per annum from the  Termination  Date to the
Payment Date.

     If the  Participant  is not alive at any Payment  Date the amounts  payable
shall be paid  instead  to the  spouse  of the  Participant  or if none,  to the
Participant's estate.

5. Claims Procedure

     In the event  that a  Participant  (or the  beneficiary  of a  Participant)
("Claimant")  does not receive  any Plan  benefit  that is claimed,  such person
shall  be  entitled  to  consideration  and  review  as  provided  herein.  Such
consideration  and review shall be conducted in a manner designed to comply with
section 503 of the Employee Retirement Income Security Act of 1974.

     Upon receipt of any written  claim for  benefits,  the  Committee  shall be
notified and shall give due  consideration to the claim presented.  If the claim
is denied to any  extent by the  Committee,  the  Committee  shall  furnish  the
Claimant  with a written  notice  setting  forth (in a manner  calculated  to be
understood by the claimant):

     (a)  the specific reason or reasons for denial of the claim;

     (b)  a specific  reference  to the Plan  provisions  on which the denial is
          based;

     (c)  a description of any additional material or information  necessary for
          the  claimant  to  perfect  the claim and an  explanation  of why such
          material or information is necessary; and

     (d)  an explanation of the provisions of this section.

     A  claimant,  who has a claim  denied,  may  appeal  to the  Committee  for
re-consideration of that claim. A request for reconsideration under this section
must be filed by written  notice  within  sixty  (60) days after  receipt by the
claimant of the notice of denial.

     Upon receipt of an appeal, the Committee shall promptly take action to give
due consideration to the appeal. Such consideration may include a hearing of the
parties  involved,  if the  Committee  feels  such a hearing  is  necessary.  In
preparing  for this  appeal,  the  claimant  shall be given  the right to review
pertinent documents and the right to submit in writing a statement of issues and
comments.  After  consideration of the merits of the appeal, the Committee shall
issue a written  decision,  which shall be binding on all parties.  The decision
shall be written in a manner  calculated  to be  understood  by the claimant and
shall  specifically  state its reasons and pertinent Plan provisions on which it
relies.  The  Committee's  decision shall be issued within sixty (60) days after
the appeal is filed,  except  that if a hearing  is held,  the  decision  may be
issued within one hundred twenty (120) days after the appeal is filed.

     The  Committee may designate one or more of its members or any other person
of its choosing to make any determination otherwise required under this section.

6. Amendment of the Plan

     The board of Directors of the Company may alter or amend the Plan from time
to time and at any time or terminate  the Plan at any time.  No amendment to the
Plan or its  termination  may alter,  impair or reduce the Total Deferred Credit
accrued for any Participant up to the time of such amendment or termination.

7. Effectiveness and Terms of Plan

     The Plan shall be deemed to be effective  as of January 1, 2002.  This Plan
was approved by action of the  Compensation  Committee on July 17, 2002 pursuant
to authority granted to it by Board of Directors.


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</DOCUMENT>
