COMFORCE CORPORATION RESTATED DEFERRED COMPENSATION PLAN AS CONTINUED IN EFFECT PURSUANT TO THE RESOLUTIONS ADOPTED BY THE COMPANYS STOCK OPTION AND COMPENSATION COMMITTEE AND BOARD OF DIRECTORS EFFECTIVE OCTOBER 30, 2006

The purpose of the COMFORCE Corporation Deferred Compensation Plan (the “Plan”) is to provide deferred compensation to certain officers and key management employees (“Employees”) who render services to COMFORCE Corporation, a Delaware corporation(“COMFORCE”), and/or any of its subsidiaries that are 80% or more owned by it (collectively, together with COMFORCE, the “Company”).

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 and the time or times when such participation will commence. 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 any awards may be made or payable, and to make any other 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.

As used in this Plan, the following terms shall have the following meanings:

(a)

“Quarterly Period” shall mean each consecutive period of three (3) months commencing on the first day of the calendar quarter next succeeding the date of the commencement of participation by an Employee.

(b)

“Deferred Credit” shall mean the amount set forth in the Grant Letter.

(c)

“Total Deferred Credit’ shall mean the sum of the Deferred Credits earned by the Employee during the period commencing with the Commencement Date and terminating with the Termination Date.

(d)

“Interest Credit” shall mean the sum equivalent to interest compounded quarterly at the Mid-Term Monthly Applicable Federal Rate (“AFR”) as promulgated from time to time by the Internal Revenue Service.

(e)

“Total Interest Credit” shall mean the sum or the Interest Credits on all Deferred Credits earned by the Employee during the period commencing with the Commencement Date and terminating with the Termination Date.

(f)

“Aggregate Sum” shall mean the sum of the Total Deferred Credit and the Total Interest Credit.

(g)

“Grant Letter” shall be as set forth in Exhibit A attached to this Plan (which may be modified at any time and from time to time by the Compensation Committee.

(h)

“Commencement Date” shall mean the date set forth in the Grant Letter.

(i)

“Termination Date” shall mean the earlier of (i) the Employment Termination Date, or (ii) the date of the occurrence of any Change of Control.

(j)

“Change of Control” shall mean a change in ownership or effective control of COMFORCE, or in the ownership of a substantial portion of the assets of COMFORCE, as provided in regulations promulgated under Section 409A of the Internal Revenue Code, as amended.

(k)

“Specified Employee” shall have the meaning ascribed to such term under Section 409A(a)(2)(B)(i) of the Internal Revenue Code.

(l)

“Employment Termination Date” means the date the Employee ceases to be an Employee of the Company if such termination occurs prior to any Change of Control.

The Employee shall earn one (1) Deferred Credit for each Quarterly Period commencing with the Quarterly Period next following the Commencement Date and terminating with the Termination Date.

By way of example, assume the Aggregate Sum is $50,000 and the Accrual Period is 20 Quarterly Periods, then the Deferred Payment shall be $5,000 and the Payment Period shall be 10 Quarterly Periods.

In the case of any Employee who is not a Specified Employee, the last day of the Quarterly Period commencing next following the Employment Termination Date occurs shall be deemed to be the “First Payment Date” In the case of any Specified Employee, the last day of the Quarterly Period commencing six (6) months following the Employment Termination Date occurs shall be deemed to be the “First Payment Date” The date of the First Payment and the last day of each Quarterly Period thereafter during the Payment Period shall each be a “Payment Date.”

Subject to the provisions of Sections 5(b) and 5(c), on each Payment Date until all Deferred Payments are made, the Company shall pay to the Employee:

(i) One Deferred Payment; and

(i)

in the case of any Employee who is not a Specified Employee, the Company shall make a lump sum cash payment to the Employee on the date of the Change of Control in an amount equal to the balance of the Aggregate Sum that remains unpaid immediately prior to such payment; and

(ii)

in the case of any Specified Employee, the Company shall make a lump sum cash payment to the Employee on the later of (A) the date that is six (6) months following the Employment Termination Date or (B) the date of the Change of Control, in an amount equal to the balance of the Aggregate Sum that remains unpaid immediately prior to such payment.

All amounts due Employees under the Plan constitute a liability to the Company.

The Company may, although it is not required to, segregate any funds for the purposes of this Plan but, in the event of such segregation, such amounts will remain part of the Company’s general assets and will be subject to the claims of the Company’s general creditors.

The Company has the right to deduct from all payments paid pursuant to the Plan any taxes required by law to be withheld with respect to such payments.

Subject to the provisions of this agreement, the Employee shall be fully vested in his Aggregate Sum except that he shall forfeit all such amounts in the event that his termination of employment caused by or results from (i) the Employee having been convicted of a felony, a crime of moral turpitude, or any crime involving the Company (other than pursuant to actions taken at the direction of or with approval of the Board of Directors; or (ii) a determination by the Board of Directors that the Employee was engaged in fraud, misappropriation or embezzlement.

(a)

No Employee shall have any claim or right to become a participant under the Plan.

(b)

Neither the Plan nor any action taken hereunder shall be construed as giving any Employee any right to be retained in the employ of the Company.

(c)

Except when otherwise required by the context, any masculine terminology in this document shall include the feminine and any singular terminology shall include the plural.

(d)

The right of any Employee (or beneficiary of an Employee) to any benefit or to any payment hereunder shall not be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind.

(e)

The provisions of this Plan shall be construed, administered, and enforced in accordance with the laws of the State of New York, other than its laws respecting choice of law, to the extent not pre-empted by federal law.

(f)

If an Employee (or beneficiary of an Employee) entitled to receive any benefits hereunder is determined by the Committee to be legally incapable of giving valid receipt and discharge for such benefits, the benefits may be paid to the duly appointed personal representative of such person.

In the event that an Employee (or the beneficiary of an Employee) 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 reconsideration 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.

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 “Aggregate Sum” accrued for any Employee up to the time of such amendment or termination, nor will any amendment or plan termination allow payments to be made in a manner so as to be an impermissible acceleration under section 409A of the Internal Revenue Code.

Very truly yours,

 

COMFORCE Corporation

 

By___________________________________