Comforce - Staffing, Job Placement

The Board of Directors of COMFORCE Corporation hereby establishes its Nominating Committee. The primary purpose of the Nominating Committee ("Committee") is to identify individuals qualified to become board members, and select, or recommend that the Board select, director nominees for election to the Board of Directors.

The Committee will be composed entirely of at least two directors who satisfy the definition of "independent" under the listing standards of the American Stock Exchange. The Committee members will be appointed by the Board and may be removed by the Board in its discretion. No Committee member shall vote on his or her own nomination to serve on the Board of Directors for an additional term. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

The chairperson of the Committee shall be designated by the Board of Directors or in the absence of such designation by majority vote of the Committee members. The chairperson of the Committee will preside at each meeting of the Committee and in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. Regular or special meetings of the Committee will be held from time to time, at the request of any Committee member, or as otherwise determined by the chairperson of the Committee. The Committee may allow the presence and participation of other directors, or of officers, consultants and advisors during its meetings. The provisions of the Bylaws of the Corporation respecting notice of meetings and for action to be taken by the Board of Directors shall apply to meetings and actions of the Committee. The Chairperson or other members shall report on the actions of the Committee to the full Board, as they deem appropriate, or as any Board member may request.

No nominee for election as a member of the Board of the Corporation shall be included in the Corporation's proxy statement as a nominee of the Board of Directors or elected by the Board to fill a vacancy on the Board, unless such nominee has been selected by the Committee, or, as the Committee deems appropriate, recommended by the Committee to the Board for selection.

The Committee, to the extent it deems necessary or appropriate, is empowered to:

Identify individuals qualified to become members of the Board.
Select, or recommend to the Board, director nominees to be presented to shareholders for election from time to time.
Recommend to the Board director nominees to fill vacancies on the Board in any interval between meetings of the Corporation's shareholders held for the purpose of electing directors.
Make recommendations to the Board regarding the size and composition of the Board and develop and recommend to the Board criteria (such as, independence, experience relevant to the needs of the Corporation, leadership qualities, diversity and ability to represent the shareholders) for the selection of individuals to be considered as candidates for election to the Board.
Assess whether director nominees satisfy any director qualification requirements in the Corporation's articles of incorporation or bylaws or independence requirements under listing standards or Securities and Exchange Commission regulation, or other law.
Formulate, adopt, amend and publish from time to time procedures for the submission by shareholders of the Corporation of candidates for nomination for election to the Board of Directors.
Consider director candidates recommended by shareholders of the Corporation for nomination consistent with the requirements of the Corporation's articles of incorporation and bylaws, and the procedures adopted by the Committee.
Review this Charter and recommend any proposed changes to the Board.

Nothing in this Charter is intended to alter in any way the standard of conduct that applies to any of the directors of the Corporation under the Delaware General Corporation Law, as amended, and this Charter does not impose, nor shall it be interpreted to impose any duty on any director greater than, or in addition to, the duties or standard established by the Delaware General Corporation Law.