Introduction

COMFORCE Corporation and its operating subsidiaries (collectively, the “Company” or “COMFORCE”) are committed to conducting business in accordance with the highest ethical standards. The standards that are to guide our directors, officers and staff employees (“Company Persons”) are set forth in this Code of Business Conduct and Ethics (this “Code”). These standards cannot and do not cover every situation that may arise in which ethical decisions must be made, but rather they set forth primary guiding principles.

COMFORCE expects all Company Persons to observe high ethical standards in the performance of their duties, and to observe all laws and regulations governing business transactions and practices. Company Persons are encouraged to promote a culture of honesty and accountability. This includes acting in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing your independent judgment to be compromised or subordinated. Our policy is to prevent the occurrence of illegal or unethical behavior, to halt any illegal or unethical behavior that may occur as soon as reasonably possible after its discovery, and to discipline those who violate the Code, including individuals responsible for the failure to exercise proper supervision and oversight to detect and report a violation by their subordinate employees. Discipline may, when appropriate, include termination.

This Code will be posted on the Company’s website and be provided in print to shareholders upon request. Company Persons will be required to review the Code and agree to comply with the principles set forth herein and acknowledge adherence with the Code.

Compliance with Laws, Rules, and Regulations

Company Persons shall not commit an illegal or unethical act, or instruct others to do so when conducting business on behalf of the Company. We are strongly committed to conducting business with honesty and integrity and in full compliance with all applicable laws, rules and regulations.

Equal Employment Opportunity, Non-Discrimination and Fair Employment

The Company’s policies for recruitment, advancement and retention of employees forbid discrimination on the basis of any criteria prohibited by law, including but not limited to race, sex, age, disability, sexual orientation and religion. Our policies are designed to insure that Company Persons are treated, and treat each other, fairly and with respect and dignity. Any conduct involving any illegal discrimination or harassment of others will not be tolerated.

Anti-Fraud Policy

It is the Company's intent to investigate any suspected acts of fraud, misappropriation or other similar irregularity. An objective and impartial investigation, as deemed necessary, will be conducted regardless of the position, title, length of service or relationship with the Company of any party who might be or becomes involved in or is (or becomes) the subject of such investigation.

Each manager is responsible for instituting and maintaining a system of internal control to provide reasonable assurance for the prevention and detection of fraud, misappropriations and other irregularities. Management should be familiar with the types of improprieties that might occur within their area of responsibility and be alert for any indications of such conduct.

All matters coming within the scope of the Company’s anti-fraud policy will be reported to the Audit Committee or General Counsel in accordance with our Report of Information Policy. All significant instances of fraud referred to the General Counsel will be further reported by the General Counsel to the Audit Committee. The Audit Committee or General Counsel, as appropriate, with consultation and support from the appropriate management team, will have responsibility for overseeing the investigation of all activity. Where there are reasonable grounds to indicate that a fraud may have occurred, the Company may report the incident to the appropriate authorities in order to pursue all legal remedies.

Scope of Anti-Fraud Policy

In law, "fraud" generally involves an act of deception, bribery, forgery, extortion, theft, misappropriation, false representation, conspiracy, corruption, collusion, embezzlement, or concealment of material facts. Fraud may be committed by an individual, a group of individuals, or by one or more organizations. Fraud is a violation of trust that, in general, refers to an intentional act committed to secure personal or business advantage. While fraud can cover many activities, the Company’s anti-fraud policy is directed primarily at financial matters that could be legally defined as fraud. Examples of "financial fraud" generally fall into four broad categories and may include, but are not limited to:

Misappropriation of Assets

Fraudulent Financial Reporting

Expenditures and Liabilities for Improper Purposes

Fraudulently Obtained Revenue and Assets

Protection of Confidential Information

Confidential information generated and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete and should be kept in strict confidence, except when disclosure is required by law or is authorized by the Company.

Confidential information includes all proprietary, non-public information that might be useful to competitors or that could be harmful to the Company or its customers if disclosed, including trade secrets and other proprietary information respecting systems, processes, software programs, projects, proposals, objectives, strategies, records, databases, salary and benefits data, employee medical information and other personnel files, customer, employee and supplier lists and any unpublished financial, marketing or pricing information. Confidential information also includes like proprietary information of our clients that has been provided to us by our clients under an agreement (or understanding) that requires we hold the information in confidence and utilize solely for the purpose of fulfilling contractual or other obligations to the client.

Any use or distribution of confidential information other than on behalf or for the benefit of the Company could violate law or any separate confidentiality or non-disclosure agreement you have signed with the Company (or any of its clients) and prove detrimental to our business interests or those of our clients and, as respects misuse of client information, could create liability to the Company.

Your obligation to protect the Company’s confidential information continues after your termination with the Company. All confidential information in your possession must be returned to the Company upon your termination.

Protection and Proper Use of Company Assets

Company Persons should endeavor to protect the Company’s assets and ensure their efficient use. Loss, theft and misuse of the Company’s assets impact our profitability. Any suspected loss, misuse or theft should be reported to a manager or supervisor or our General Counsel.

Equipment and supplies may only be used for Company business and consistent with Company guidelines.

Trading on Inside Information

Using non-public information to trade securities or providing a family member, friend or any other person with a “tip” is illegal. Company Persons in possession of material information relating to the Company must abstain from trading in its securities until such information is generally and publicly available by means of a press release or other public filings. Before you place an order or enter into a transaction, you should contact our General Counsel with any questions about your ability to buy or sell securities.

All non-public information about the Company and its prospective and existing clients should be considered inside information and should never be used for personal gain.

Corporate Opportunities

Company Persons are prohibited from taking for themselves business opportunities for personal gain or to compete with the Company through the use of corporate property, information or position.

Company Persons have an obligation to act in the best interest of the Company and should endeavor to avoid situations that present a potential or actual conflict between their interest and that of the Company.

It would be impossible to describe every situation where conflicts of interest may arise, but the following are examples:

To avoid conflicts of interest, Company Persons must disclose to the General Counsel any material transaction or relationship that reasonably could be a potential conflict. The General Counsel will notify members of the Board and Audit Committee of any pertinent disclosures.

Fair Dealing, Entertainment and Gifts

Company Persons should endeavor to deal fairly with customers, suppliers, the public and one another at all times and in accordance with ethical business practices.

No payment in any form shall be given by a Company Person to anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. Entertainment of non-government employees in connection with business discussions or the development of business relationships and occasional business gifts are generally deemed appropriate in the conduct of Company business. Gifts should be given infrequently and their value should be modest. Any gift or entertainment, in any form, that would likely result in a feeling or expectation of personal obligation should not be extended.

No payment in any form shall be accepted by a Company Person from anyone for the purpose of obtaining any other favorable action. The Company expects employees to use their good judgment in deciding whether and when to decline gifts. Any gift or entertainment, in any form, that would likely result in a feeling or expectation of personal obligation should not be accepted.

Practices that are acceptable in commercial business environments may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts or business entertainment of any kind may be given to or received from any government employee without the prior approval of our General Counsel.

The Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of value directly or indirectly to any "foreign official" for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact our General Counsel before taking any action.

Any person subject to the jurisdiction of a governmental agency or a self-regulatory organization that has a policy on the giving or receipt of gifts or entertainment that is more restrictive than the policy set forth here is required to adhere to that stricter policy.

Corporate Opportunities

The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company's financial condition and results of operations. Our reports and documents filed with or submitted to the Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure, and the Company’s senior management will monitor such disclosures.

Responding to Outside Inquiries; Communications with Media and Others

When the Company provides information to securities analysts, shareholders and government officials, it has an obligation to report accurately and completely all relevant material facts. Company Persons who receive inquiries regarding the Company or its activities, results, plans, position on public issues or any other matters or who are otherwise contacted by any of the above entities (other than in the normal course of an employee's regular duties) must promptly refer such inquiries to the Company’s General Counsel.

In addition, no Company employee should make any statements to any person that disparage or are otherwise harmful to the Company, the Company's clients or suppliers, or the Company's employees, officers or directors. This prohibition specifically precludes the disclosure of non-public or confidential information, including but not limited to information regarding acquisitions, mergers, and client matters and personnel issues.

These policies are not meant to restrict Company Persons from making statements to other Company personnel in the course of carrying out their duties with the Company. Company Persons who violate this policy or otherwise disparage the Company will be subject to discipline, including termination of employment, in accordance with Company policies and procedures and applicable law.

Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and allocating markets or customers. Antitrust laws can be very complex, and violations may subject the Company and its employees to criminal sanctions, including fines, jail time and civil liability. If you have any questions, consult our General Counsel.

Environment, Health and Safety

The Company is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Company strives to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all Company Persons.

Waivers and Amendments

Any waivers of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors. Any waivers of this Code for other employees may only be granted by our General Counsel. Amendments to this Code must be approved by the Board of Directors. The Company will report all amendments and waivers to this Code as required by applicable rule and regulations.

Compliance with this Code and Reporting of any Illegal or Unethical Behavior

Company Persons are expected to comply with all of the provisions of this Code. The Code will be enforced throughout the Company and violations will be dealt with effectively. Violations of the Code that involve illegal behavior will be reported to the appropriate authorities. Situations that may involve a violation of ethics, laws or this Code may not always be clear.

Employees should report any concerns or questions about violations of laws, rules, regulations or this Code in accordance with our Report of Information Policy.

Communications may be anonymous. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, we will endeavor to protect this confidentiality to the extent practical in light of the investigation we undertake.

The Company encourages all Company Persons to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. An employee who knowingly makes false allegations will be subject to discipline, including termination of employment, in accordance with Company policies and procedures and applicable law. It is the policy of the Company not to indemnify any employee making such a false allegation.

The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code. You are required to cooperate in internal investigations of misconduct and unethical behavior.

It shall not be a violation of this Code to take adverse personnel action against an employee that is warranted by legitimate business reasons and does not constitute retaliation for reports or complaints regarding alleged misconduct that were reasonably based and made in good faith.

The Audit Committee of the Board of Directors will have primary authority and responsibility for the enforcement of this Code with respect to accounting, internal accounting controls and auditing matters. Our General Counsel will have primary authority and responsibility for the enforcement of the remaining aspects of this Code, subject to the supervision of the Audit Committee. The Company will continue to devote the necessary resources to enable the Audit Committee of the Board of Directors and the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code. Questions concerning this Code should be directed to our General Counsel.

CODE OF BUSINESS CONDUCT AND ETHICS ACKNOWLEDGMENT FORM

I have received and read the Company’s Code of Business Conduct and Ethics (the “Code”). I understand that the Code represents the policies of COMFORCE Corporation. I agree to follow and adhere to the Code.

Signed: _________________________________ Date: ________

Print Name: _________________________________________________

Physical Location: ____________________________________________