CERTIFICATE OF DESIGNATION, PREFERENCES AND

            RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK



                                       of



                        PERSONNEL GROUP OF AMERICA, INC.





           Pursuant to Section 151 of the General Corporation Law of

                             the State of Delaware





         We, the undersigned officers of Personnel Group of America, Inc., a

corporation organized and existing under the General Corporation Law of the

State of Delaware, in accordance with the provisions of Section 103 thereof, DO

HEREBY CERTIFY:



         That pursuant to the authority conferred upon the Board of Directors

by the Certificate of Incorporation of the said Corporation, the said Board of

Directors on February 6, 1996, adopted a resolution creating a series of shares

of Preferred Stock designated as Series A Junior Participating Preferred Stock,

par value $0.01 per share, in connection with the adoption of the Rights

Agreement, dated February 6, 1996, between the Corporation and the First

National Bank of Boston (the "Rights Agreement"). On March 14, 2003, the

Corporation entered into a Restructuring Agreement with various lenders and the

holders of its 5-3/4% Convertible Subordinated Notes due 2004, pursuant to

which the Corporation agreed to amend and restate the Rights Agreement. On

April 11, 2003, the Board of Directors of the Corporation adopted the following

resolution amending and restating the terms of the series of shares of Preferred

Stock designated as Series A Junior Participating Preferred Stock:



         RESOLVED, that pursuant to the authority vested in the Board of

Directors of this Corporation in accordance with the provisions of its

Certificate of Incorporation, the terms of the Series A Junior Participating

Preferred Stock, par value $0.01 per share, of the Corporation are hereby

amended and restated, and that the designation and amount thereof and the

voting powers, preferences and relative, participating, optional and other

special rights of the shares of such series, and the qualifications,

limitations or restrictions thereof are as follows:



         Section 1. Designation and Amount. The shares of such series shall be

designated as "Series A Junior Participating Preferred Stock," par value $0.01

per share, and the number of shares constituting such series shall be 500,000.



         Section 2. Dividends and Distributions.



         (A) Subject to the prior and superior rights of the holders of any

shares of any series of Preferred Stock ranking prior and superior to the

shares of Series A Junior Participating Preferred Stock with respect to

dividends, the holders of shares of Series A Junior Participating Preferred

Stock, in preference to the holders of shares of the Common Stock of the

Corporation, par value $0.01 per share (the "Common Stock"), and of any other

shares of any class or series of stock of the Corporation ranking junior to the

Series A Junior Participating Preferred Stock, shall be entitled to receive,

when, as and if declared by the Board of Directors out of funds











{PAGE}



legally available for the purpose, quarterly dividends payable in cash on the

first day of January, April, July and October in each year (each such date

being referred to herein as a "Quarterly Dividend Payment Date"), commencing on

the first Quarterly Dividend Payment Date after the first issuance of a share

or fraction of a share of Series A Junior Participating Preferred Stock, in an

amount per share (rounded to the nearest cent) equal to the greater of (a)

$1.00 initially or (b) subject to the provision for adjustment hereinafter set

forth, 100 times the aggregate per share amount of all cash dividends, and 100

times the aggregate per share amount (payable in kind) of all non-cash

dividends or other distributions other than a dividend payable in shares of

Common Stock or a subdivision of the outstanding shares of Common Stock (by

reclassification or otherwise), declared on the Common Stock since the

immediately preceding Quarterly Dividend Payment Date, or, with respect to the

first Quarterly Dividend Payment Date, since the first issuance of any share or

fraction of a share of Series A Junior Participating Preferred Stock. In the

event the Corporation shall at any time after February 6, 1996 (the "Rights

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