AMENDED AND RESTATED



                          REGISTRATION RIGHTS AGREEMENT



                         DATED AS OF SEPTEMBER 30, 2004



                                      AMONG



                             VENTURI PARTNERS, INC.



                                       AND



                            THE PARTIES NAMED HEREIN

































================================================================================



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                                TABLE OF CONTENTS



                                                                            PAGE



Section 1.    Definitions.................................................    1



Section 2.    Demand Registrations........................................    4



Section 3.    Piggyback Registrations.....................................    6



Section 4.    Shelf Registration..........................................    7



Section 5.    Obligations of the Company..................................    7



Section 6.    Registration Expenses.......................................   12



Section 7.    Indemnification.............................................   12



Section 8.    Rules 144 and 144A..........................................   15



Section 9.    Underwritten Registrations..................................   15



Section 10.   Covenants of Holders........................................   16



Section 11.   Miscellaneous...............................................   16



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                              AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT





     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement")

is made and entered into as of September 30, 2004, by and among Venturi

Partners, Inc., a Delaware corporation (the "Company"), and the parties

identified as "Investors" on the signature pages hereto (each an "Investor" and

together the "Investors").



                             PRELIMINARY STATEMENTS

                             ----------------------



     A.   The Company entered into a Registration Rights Agreement dated as of

April 14, 2003 (the "Registration Rights Agreement") with several investors

pursuant to which the Company agreed to provide the Investors with certain

registration rights set forth therein.



     B.   The Company, Venturi Technology Partners, LLC, VTP, Inc., COMSYS

Information Technology Services, Inc., COMSYS Holding, Inc. ("Holding") and

certain stockholders of Holding (the "Holding Stockholders") entered into an

Agreement and Plan of Merger dated July 19, 2004 (the "Merger Agreement"),

pursuant to which, upon the terms and subject to the conditions thereof, VTP,

Inc. will be merged with and into Holding and Holding will be the surviving

entity (the "Merger").



     C.   As a condition to the consummation of the transactions contemplated

by the Merger Agreement, the Company is entering into a Registration Rights

Agreement with the Holding Stockholders to provide the Holding Stockholders with

certain registration rights (the "Holding Stockholders Registration Rights

Agreement").



     D.   Section 11(c) of the Registration Rights Agreement provides that the

provisions of the Registration Rights Agreement may be amended, modified,

supplemented or waived upon the prior written consent of the Company and the

Holders of a majority of the outstanding Registrable Securities.



     E.   In connection with the foregoing, the Company and the Investors desire

to amend and restate the Registration Rights Agreement in its entirety as set

forth herein.



     Now, therefore, for good, valuable and binding consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto, intending

to be legally bound hereby, now agree as follows:



                             STATEMENT OF AGREEMENT

                             ----------------------



     Section 1.   Definitions.

                  -----------



     As used in this Agreement, the following terms shall have the meanings set

forth below:



     "Charter" means the Amended and Restated Certificate of Incorporation of

the Company, as amended from time to time.



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     "Commission" means the United States Securities and Exchange Commission or

any other United States federal agency at the time administering the Securities

Act.



     "Common Stock" means the Company's common stock, par value $0.01 per share,

or any other shares of capital stock or other securities of the Company into

which such shares of Common Stock shall be reclassified or changed, including,

by reason of a merger, consolidation, reorganization or recapitalization. If the

Common Stock has been so reclassified or changed, or if the Company pays a

dividend or makes a distribution on the Common Stock in shares of capital stock,

or subdivides (or combines) its outstanding shares of Common Stock into a

greater (or smaller) number of shares of Common Stock, a share of Common Stock

shall be deemed to be such number of shares of stock and amount of other

securities to which a holder of a share of Common Stock outstanding immediately

prior to such change, reclassification, exchange, dividend, distribution,

subdivision or combination would be entitled.



     "Credit Restructure Agreement" means the Credit Restructure Agreement dated

April 11, 2003, among the Company and certain Investors pursuant to which the

Company issued to such Investors Warrants to purchase Common Stock.



     "Delay Period" has the meaning set forth in Section 5(a) of this Agreement.



     "Demand Notice" has the meaning set forth in Section 2(a) of this

Agreement.



     "Demand Registration" has the meaning set forth in Section 2(a) of this

Agreement.



     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended,

and the rules and regulations of the Commission thereunder.



     "Holder" means a person who owns Registrable Securities and is either (i)

an Investor or a Permitted Transferee of an Investor that has agreed to be bound

by the terms of this Agreement as if such Person were an Investor, (ii) upon the

death of any Holder, the executor of the estate of such Holder or such Holder's

heirs, devisees, legatees or assigns or (iii) upon the disability of any Holder,

any guardian or conservator of such Holder.



     "Interruption Period" has the meaning set forth in the last paragraph in

Section 5(c).



     "Losses" has the meaning set forth in Section 7(a) of this Agreement.



     "Misstatement/Omission" has the meaning set forth in Section 7(a) of this

Agreement.



     "Permitted Transferee" means any Person to whom the rights under this

Agreement have been assigned in accordance with the provisions of Section 11(d)

hereof.



     "Person" means any natural person, corporation, partnership, firm,

association, trust, government, governmental agency, limited liability company

or any other entity, whether acting in an individual, fiduciary or other

capacity.



                                       2

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     "Piggyback Registration" has the meaning set forth in Section 3(a) of this

Agreement.



     "Prospectus" means the prospectus included in any Registration Statement,

as amended or supplemented by any prospectus supplement, with respect to the

terms of the offering of any portion of the Registrable Securities covered by

such Registration Statement, and all other amendments and supplements to the

Prospectus, including post-effective amendments, and all material incorporated

by reference or deemed to be incorporated by reference in such prospectus.



     "Registrable Securities" means (i) the shares of Common Stock issued to the

Investors pursuant to the Restructuring Agreement, (ii) any shares of Common

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