LORI CORP
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COSTUME JEWELRY & NOVELTIES
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                                                                     PRELIMINARY
                              COMFORCE Corporation
                         (formerly The Lori Corporation)
                               2001 Marcus Avenue
                          Lake Success, New York 11042

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         To Be Held on February 5, 1996

                  As a stockholder  of COMFORCE  Corporation,  formerly The Lori
Corporation  (the "Company"),  you are invited to be present,  or represented by
proxy, at the Annual Meeting of Stockholders,  to be at 2001 Marcus Avenue, Lake
Success, New York on February 5, 1996 at 10:00 a.m., New York City time, and any
adjournments thereof, for the following purposes:

1.   To elect Michael Ferrentino,  Dr. Glen Miller, Richard Barber, Peter Matthy
     and Keith  Goldberg to the Board of  Directors  of the Company for terms of
     one (1) year.  See  "Proposal  No. 1 - Election of  Directors" in the Proxy
     Statement.

2.   To ratify the Company's issuance of 3,225,098 shares of its Common Stock to
     certain  individuals in consideration of their agreement to act as officers
     of or  consultants  to the  Company to assist the Company in  developing  a
     technical  staffing  business.  See "Proposal No. 2 -  Ratification  of the
     Issuance of Stock to Certain Persons" in the Proxy Statement.

3.   To ratify the Company's  entering into the technical  staffing business and
     exiting the fashion  jewelry  business and  transactions  related  thereto,
     including  (i) its  acquisition  of all of the  capital  stock of  Spectrum
     Global Services,  Inc., d/b/a YIELD Global,  (ii) its issuance of 1,863,333
     shares of its Common  Stock plus  detachable  warrants to purchase  931,669
     shares of its Common  Stock in a private  placement,  (iii) its issuance of
     100,000  shares and 150,000  shares,  respectively,  of its Common Stock to
     ARTRA GROUP Incorporated,  an affiliate of the Company ("ARTRA"), and Peter
     R. Harvey, a director of the Company,  in consideration of their agreements
     to assume or guarantee,  or to indemnify the Company in respect of, certain
     obligations  and  liabilities,  (iv) its exchange of 100,000  shares of its
     Common  Stock to ARTRA  for the  9,701  shares  of the  Company's  Series C
     Preferred Stock held by ARTRA,  and (v) its disposition of its discontinued
     fashion jewelry operations. See "Proposal No. 3 - Ratification of the YIELD
     Transactions" in the Proxy Statement.

4.   To approve an amendment of the Company's  Certificate of  Incorporation  to
     increase the number of  authorized  shares of the  Company's  capital stock
     from  10,000,000  shares to  40,000,000  shares  of  Common  Stock and from
     1,000,000 shares to 10,000,000 shares of Preferred Stock. See "Proposal No.
     4 - Amendment to the Company's  Certificate of  Incorporation" in the Proxy
     Statement.

5.   To amend the Company's  Long-Term Stock Investment Plan to (i) increase the
     maximum number of shares which may be issued under such Plan from 1,500,000
     to  3,000,000  shares,  and  (ii)  provide  for the  grant  of  options  to
     non-employee  directors.  See  "Proposal  No. 5 - Amendment to Stock Option
     Plan" in the Proxy Statement.

6.   To ratify the  appointment  of Coopers & Lybrand  L.L.P.  as the  Company's
     independent  certified  public  accountants  for  the  fiscal  year  ending
     December  31,  1995.  See  "Proposal  No. 6 - Selection of Auditors" in the
     Proxy Statement.

7.   To  transact  such other  business as may  properly  be brought  before the
     meeting or any adjournment thereof.

<PAGE>

     Stockholders  of record at the close of business  on December  15, 1995 are
entitled  to vote at the Annual  Meeting of  Stockholders  and all  adjournments
thereof.  Since a majority of the  outstanding  shares of the  Company's  Common
Stock must be  represented  at the meeting in order to constitute a quorum,  all
stockholders  are urged  either to attend the  meeting or to be  represented  by
proxy.

     If you do not expect to attend the meeting in person, please sign, date and
return the  accompanying  proxy in the  enclosed  reply  envelope.  Your vote is
important regardless of the number of shares you own. If you later find that you
can be present and you desire to vote in person or, for any other reason, desire
to revoke your proxy, you may do so at any time before the voting.


                                         By Order of the Board of Directors


                                         Christopher P. Franco, Secretary

December 28, 1995
<PAGE>

                                                                     PRELIMINARY
                              COMFORCE Corporation
                         (formerly The Lori Corporation)
                               2001 Marcus Avenue
                          Lake Success, New York 11042

                         ANNUAL MEETING OF STOCKHOLDERS
                                February 5, 1996

                                 PROXY STATEMENT

     This Proxy  Statement  and the Notice of Annual  Meeting  and Form of Proxy
accompanying this Proxy Statement, which will be mailed on or about December 28,
1995,  are  furnished  in  connection  with  the  solicitation  by the  Board of
Directors of COMFORCE Corporation,  formerly The Lori Corporation (the "Company"
or "COMFORCE"),  of proxies to be voted at the annual meeting of stockholders to
be held at 2001 Marcus  Avenue,  Lake  Success,  New York on February 5, 1996 at
10:00 a.m., New York City time, and any adjournments thereof.

     Stockholders  of record at the close of business on December  15, 1995 (the
"record date") will be entitled to vote at the meeting for each share then held.
On the record date,  there were 8,960,770  shares of Common Stock of the Company
outstanding.  All shares  represented by proxy will be voted in accordance  with
the  instructions,  if any, given in such proxy. A stockholder  may abstain from
voting  or may  withhold  authority  to vote for the  nominees  by  marking  the
appropriate  box on the  accompanying  proxy card, or may withhold  authority to
vote for an individual  nominee by drawing a line through such nominee's name in
the appropriate place on the accompanying proxy card. UNLESS INSTRUCTIONS TO THE
CONTRARY ARE GIVEN,  EACH PROPERLY  EXECUTED  PROXY WILL BE VOTED,  AS SPECIFIED
BELOW.

     Each  share  is  entitled  to one  vote in  person  or by  proxy,  with the
privilege of  cumulative  voting in  connection  with the election of directors.
Cumulative  voting means each stockholder  shall be entitled to as many votes as
shall equal the number of shares owned  multiplied by the number of directors to
be elected.  The stockholder may cast all of such votes for a single nominee for
director or any two or more of them as the stockholder sees fit. The Company has
not  adopted  any  pre-conditions  to the  exercise  of  cumulative  voting  for
directors.  The Board of  Directors  is  soliciting  discretionary  authority to
cumulate votes.

     All proxies may be revoked and execution of the accompanying proxy will not
affect a stockholder's right to revoke it by giving written notice of revocation
to the  Secretary  at any time  before the proxy is voted or by the mailing of a
later-dated proxy. Any stockholder  attending the meeting in person may vote his
or her shares even though he or she has executed and mailed a proxy.  A majority
of all of the issued and  outstanding  shares of the  Company's  Common Stock is
required to be present in person or by proxy to  constitute a quorum.  Directors
are elected by a plurality.  The favorable  vote of the holders of a majority of
the shares of Common Stock  represented  in person or by proxy at the meeting is
required to approve or adopt the other proposals presented to the meeting.

     This Proxy  Statement  is being  solicited by the Board of Directors of the
Company.  The expense of making this  solicitation  is being paid by the Company
and consists of the preparing,  assembling and mailing of the Notice of Meeting,
Proxy  Statement  and Proxy,  tabulating  returns of  proxies,  and  charges and
expenses of brokerage houses and other  custodians,  nominees or fiduciaries for
forwarding  documents  to  stockholders.  In addition to  solicitation  by mail,
officers and regular  employees of the Company may solicit proxies by telephone,
telegram or in person without additional compensation therefor.


<PAGE>


                     PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

     The Company's  By-laws provide that the Board of Directors shall consist of
up to eight  persons.  The Board of Directors has nominated five directors to be
elected to hold office until the next annual  meeting or until their  successors
shall be duly  elected and  qualified.  It is intended  that proxies in the form
enclosed granted by the stockholders will be voted,  unless otherwise  directed,
in favor of electing the following persons as directors: Michael Ferrentino, Dr.
Glen Miller, Richard Barber, Peter Matthy and Keith Goldberg.

     Unless you indicate to the contrary,  the persons named in the accompanying
proxy will vote it for the  election of the nominees  named  above.  If, for any
reason,  a nominee  should be unable to serve as a  director  at the time of the
meeting,  which is not  expected  to occur,  the  persons  designated  herein as
proxies may not vote for the  election of any other person not named herein as a
nominee for  election to the Board of  Directors.  See  "Information  Concerning
Directors and Nominees."

     The Board of Directors  recommends a vote "FOR" the election of each of the
nominees.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or authority withheld is specified.


                  INFORMATION CONCERNING DIRECTORS AND NOMINEES

Directors and Nominees

     Set forth below is information concerning each nominee for
director of the Company,  including his business  experience during at least the
past five years, his positions with the Company and certain  directorships  held
by him.  Each  nominee is  currently a director of the  Company,  except for Mr.
Matthy.  There  are no  family  relationships  among  any of  the  directors  or
nominees,  nor, except as hereinafter  described,  are there any arrangements or
understandings  between any director and another person pursuant to which he was
selected as a director or nominee.

     Michael  Ferrentino,  age 33.  President  and Director of the Company since
December 1995. Mr.  Ferrentino was a founder of Spectrum Global Services,  Inc.,
d/b/a  YIELD  Global,  a   telecommunications   and  computer  staffing  company
("YIELD"),  and he served as YIELD's Executive Vice President from 1987 to 1995.
From 1984 through 1987, he worked for Dunn & Bradstreet as a Senior Auditor. Mr.
Ferrentino received a B.S. Degree in Accounting from St. John's University.

     Dr. Glen Miller,  age 59.  Director since  December 1995.  Vice President -
Business Development of TeleData  International,  a  telecommunications  service
company.  From 1990 to 1994, Dr. Miller was responsible  for strategic  planning
for the  Harris  Corporation.  From  1984 to 1990,  he was  responsible  for the
direction and arrangement of business  activities in various markets  nationwide
for GTE Telecom, a  telecommunications  company. Dr. Miller is a retired Colonel
U.S. Air Force, and earned a Ph.D. from Columbia Pacific University.

     Richard  Barber,  age 36.  Director since  December  1995.  Partner at L.H.
Friskoff & Company,  a certified public  accounting firm. Mr. Barber is a member
of the American  Institute of Certified Public  Accountants,  the New York State
Society of Certified Public  Accountants and served as a committee member of the
New York State Real Estate  Accounting  Committee.  Mr.  Barber  received a B.A.
Degree from Sheffield Polytechnic in the United Kingdom.

     Peter D. Matthy,  age 49.  Principal of Tanglewilde  Consulting.  From 1979
through 1994, he held various  senior  positions  with IBJ Schroder Bank & Trust
Company,  including  Executive  Vice  President-Director  of Corporate  Banking,
Chairman and Chief Executive Officer of IBJ Schroder Leasing Corp., and Chairman
and Chief  Executive  Officer of IBJ Schroder  Capital Corp. Mr. Matthy earned a
B.S. Degree from Bucknell  University and attended  Dartmouth  College  Graduate
School of Credit and Finance.
<PAGE>

     Keith Goldberg,  age 34. Director since December 1995. Partner at J. Walter
Thompson Advertising. Previously, he worked for BBDO Advertising as an Associate
Creative Director from 1994 to 1995. From 1989 through 1994, he served as a Vice
President at Young & Rubicam.  Mr. Goldberg is the recipient of several Clio and
Effie  awards.  He  received a B.A.  Degree in  Communications  from St.  John's
University.

     Each  director  shall  hold  office  until the next  annual  meeting of the
stockholders or until his successor shall have been duly elected and qualified.

Other Directors

     The  individuals  named below  currently serve as directors of the Company,
but none of these  individuals  are  standing  for  election.  Certain  of these
directors hold or have held positions with ARTRA GROUP  Incorporated  ("ARTRA"),
an affiliate of the Company,  which owns  approximately  25.4% of the  Company's
currently issued and outstanding Common Stock.  ARTRA is principally  engaged in
the flexible packaging business.  Pure Tech  International,  Inc. ("Pure Tech"),
which is engaged in manufacturing  textiles, hose and tubing, is an affiliate of
the Company. John Harvey and Peter R. Harvey are brothers.

     John  Harvey,  age 63.  Chief  Executive  Officer  from 1990 to April 1993,
Chairman of the Board from 1985 to  December  1995,  and a Director  since 1982.
Chairman of the Executive  Committee.  Chairman of the Board and Chief Executive
Officer of ARTRA since 1968 and a Director of Pure Tech since 1995.

     Peter R. Harvey, age 61. Director since 1982 and Vice President since 1995.
President,  Chief  Operating  Officer  and a Director  of ARTRA since 1968 and a
Director of Pure Tech since 1995.

     Austin A. Iodice, age 54. Director since 1990, Vice Chairman, President and
Chief Executive  Officer from 1992 to December 1995.  President of Ansa Company,
Inc.  (baby  bottles  and  accessories)  from 1990 to present.  Associated  with
Technical  Tape  Incorporated  (pressure  sensitive  tape)  from 1964 to 1989 in
various  capacities,  including as a director and most recently as president and
chief executive  officer from 1980 until 1989. Mr. Iodice served as the Chairman
and Chief  Executive  Officer of the Company's New Dimensions  subsidiary  until
shortly before it filed a voluntary  petition under Chapter 11 of the Bankruptcy
Code in February  1993.  New  Dimensions  was  reorganized  and emerged from the
protection  of the  Bankruptcy  Code in May 1993,  at which time Mr.  Iodice was
reappointed to these offices. New Dimensions ceased operations in December 1994.

     Alexander  Verde,  age 62. Director since 1990.  President of AVS Marketing
Specialists Incorporated (sales and marketing) from 1974 to present.

Meetings of the Board of Directors

     In 1994, the Board of Directors of the Company  conducted two meetings.  In
addition, the Board of Directors transacted business on seven other occasions by
unanimous written consent during 1994.

Committees

     During  1994,  there  were  three  standing  committees  of  the  Board  of
Directors: the Committee on Audit and Finance, the Committee on Compensation and
Options and the Executive Committee.

                  The Executive  Committee's function was to generally supervise
the  operations  of  the  Company  and  develop  organizational  and  managerial
structures  for the  Company.  John  Harvey  and Peter R.  Harvey  served on the
     Executive  Committee during 1994, but the Executive  Committee did not meet
in
such year.  Following the election of the new directors at the annual meeting of
stockholders, the Company Executive Committee will be terminated.

                  The  Committee  on Audit and  Finance has  responsibility  for
     reviewing  the  professional  services  to be  provided  by  the  Company's
independent
auditors,  the scope of the audit by the  Company's  independent  auditors,  the
annual  financial  statements of the Company,  the Company's  system of internal
accounting  controls  and such other  matters  with  respect to the  accounting,
auditing and financial reporting practices and procedures of the Company as it
<PAGE>

may find appropriate or as may be brought to its attention.  Alexander Verde and
Austin  Iodice  served  on the  Audit  Review  Committee  during  1994,  but the
Committee did not meet in such year. Following the election of the new directors
at the annual  meeting of  stockholders,  Dr. Glen Miller and Richard Barber are
expected to be appointed to serve on the Committee on Audit and Finance.

                  The Compensation  Committee has  responsibility  for reviewing
executive  salaries,  administering the bonus and incentive  compensation of the
Company, and approving the salaries and other benefits of the executive officers
of the Company.  In  addition,  the  Compensation  Committee  consults  with the
Company's management regarding pension and other benefit plans, and compensation
policies and practices of the Company.  Peter R. Harvey and Austin Iodice served
on the  Compensation  Committee in 1994,  but the  Committee did not meet during
such year.  Following the election of the new directors at the annual meeting of
     stockholders,  Michael  Ferrentino,  Peter  Matthy and Keith  Goldberg  are
expected
to be appointed to serve on the  Compensation  Committee,  and on a Stock Option
Committee  expected  to  be  created  to  administer  the  Company's   Long-Term
Investment Plan.


                    INFORMATION REGARDING EXECUTIVE OFFICERS

     Michael Ferrentino.  See "Management - Information Regarding Directors" for
information concerning Mr. Ferrentino.

     Christopher  P. Franco,  age 36.  Executive Vice President and Secretary of
the Company since December 1995.  From 1993 to September 1995, Mr. Franco served
as Vice President and General Counsel of Spectrum Information Technologies, Inc.
("Spectrum")  (wireless  transmissions,  telecommunications  and  franchiser  of
computer  stores).  From 1985 to 1993, Mr. Franco practiced law,  principally in
the field of  corporate  securities,  with the law firms of Fulbright & Jaworski
(Houston),  Cummings & Lockwood  (Hartford) and Kelley Drye & Warren (New York).
Mr. Franco  received his B.S.B.A.  in business  administration  from  Georgetown
University and his J.D. from Southern Methodist University School of Law.

     James D. Doering, age 58. Vice President and Chief Financial Officer of the
Company since 1988.  Mr.  Doering has also served as the Vice  President,  since
1980, Treasurer, since 1987, Chief Financial Officer, since
1988, and Controller, from 1980 to 1987, of ARTRA.

     Peter R. Harvey.  See  "Management - Information  Regarding  Directors" for
information concerning Mr. Harvey.

     Lawrence  D.  Levin,  age 43.  Controller  of the  Company  since  1989 and
Assistant Chief Financial  Officer of the Company since 1993. Mr. Levin has also
served as the  Controller,  since 1987, and Assistant  Controller,  from 1980 to
1987, of ARTRA.

     Richard  Mandra,  age 47.  Assistant  Controller of the Company since 1993.
Vice  President  and Treasurer of the Company from 1985 to 1993 and from January
1995 to the present.

     Officers  are  appointed  by the boards of  directors  of COMFORCE  and its
subsidiaries  and serve at the pleasure of each respective  board.  There are no
family  relationships  among the executive  officers and/or  directors,  nor are
there any arrangements or understandings  between any officer and another person
pursuant  to which he was  appointed  to  office  except  as may be  hereinafter
described.
<PAGE>

                             EXECUTIVE COMPENSATION

Directors' Compensation

     Directors'  fees  of  $1,000  per  quarter  were  earned  in  1994  by each
non-employee director of the Company. The Chairman, John Harvey, earned a fee of
$2,000  per  month  in  1994.  Such  fees  were  accrued  but not  paid in 1994.
Commencing in February 1996,  non-employee directors will receive fees of $1,000
per quarter and $500 per meeting. In addition, the Company has proposed adopting
an amendment to the Long-Term  Stock Incentive  Plan,  which,  if adopted,  will
entitle each non-employee director serving as a director on February 5, 1996 and
annually  thereafter  on the date any such  non-employee  director is elected or
re-elected by the  stockholders,  to receive options to purchase 5,000 shares of
the Company's common stock, unless the plan is subsequently amended as permitted
therein.

Executive Officer Compensation

     The  following  table  shows all  compensation  paid by the Company and its
subsidiaries for the fiscal years ended December 31, 1994, 1993 and 1992, to the
chief  executive  officer of the  Company.  No other  executive  officers of the
Company received compensation in excess of $100,000 in 1994.

                           Summary Compensation Table

 <TABLE>
<CAPTION>
                                                                      Long Term
                                             Annual Compensation     Compensation            
                                             -------------------     ------------                    
                                                                      Options -
          Name and                            Salary                  Number of       All Other
    Principal Positions         Year           Paid        Bonus       Shares       Compensation
    -------------------         ----           ----        -----       ------       ------------
<S>                             <C>           <C>          <C>       <C>                <C>

Austin A. Iodice,  Vice         1994          260,000      -0-           -0-            -0-
Chairman, Chief Executive       1993          260,000      -0-       370,419(2)         -0-
Officer and President(1)        1992          125,000      -0-           -0-            -0-

- - - ----------------------------------
<FN>
     (1) As of December  31,  1992,  Mr.  Iodice did not hold the title of chief
executive  officer of the Company but acted in such  capacity.  In November  and
December  1992,  Mr.  Iodice  was  engaged  as a  management  consultant  to New
Dimensions by New  Dimension's  bank lender.  The consulting  fees earned by Mr.
Iodice  (for  which the bank  lender  was  reimbursed  by the  Company in 1993),
$125,000, are included in the salary column for Mr. Iodice for 1992.

     (2) See the notes under "Principal  Stockholders - Securities  Ownership of
Management" and  "Transactions  with Management and Others" for a description of
the option granted to Mr. Iodice.

</FN>
</TABLE>


     Option Values.  The following table sets forth  information  concerning the
aggregate  number and values of options  held by Named  Executives.  None of the
Named Executives hold stock  appreciation  rights ("SARs") and none of the Named
Executives exercised any options in 1994.

               Aggregated Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option/SAR Values
<TABLE>
<CAPTION>
                                                          Number of Securities    Value of Unexercised
                                                         Underlying Unexercised       In-the-Money
                                                             Options/SARs            Options/SARs at 
                                                          at Fiscal Year End         Fiscal Year End
                         Shares Acquired      Value          Exercisable/             Exercisable/
      Name                 on Exercise       Realized      Unexercisable(1)          Unexercisable(2)
- - - ----------------         ---------------     --------    ---------------------   -----------------------
<S>                             <C>            <C>             <C>                      <C>

Austin A. Iodice                0              $ 0             370,419/ 0               $166,886/ $0

- - - ----------------------------------
<PAGE>

<FN>
     (1) See the notes under "Principal  Stockholders - Securities  Ownership of
Management"  for a description of the terms of the option granted to Mr. Iodice,
as well as other options granted to other executive officers of the Company.

     (2) The listed option was issued at per share  exercise price of $1.125 per
share. The market price of the Company's common stock as of the close of trading
on December 31, 1994 on the American Stock Exchange was $2.875.  The value shown
in this column for in-the-money  options is the amount by which the market price
at December 31, 1994 for all of the shares issuable upon Mr.  Iodice's  exercise
of his option exceeded the exercise price thereof.
</FN>
</TABLE>

Employment Agreements

     The Company  entered  into  employment  agreements  in  December  1995 with
Michael Ferrentino, the President of the Company, and Christopher P. Franco, the
Executive Vice  President and Secretary of the Company.  Each agreement is for a
term of two years and is  terminable by the Company only for "just cause." "Just
cause" includes the employee's  consistent failure to follow written policies or
directions, wrongful conduct which has or is expected to have a material adverse
effect on the Company,  material  violations  of the  employment  agreement  and
disruption of a harmonious work environment,  except that, following a change in
control  of  the  Company,  the  term  "just  cause"  is  generally  limited  in
application to criminal acts. Under these agreements, each of Messrs. Ferrentino
and Franco are entitled to compensation  of $150,000  annually plus such bonuses
as are  awarded  by the  Board,  and each are  entitled  to  participate  in the
Company's normal benefit programs.  If the Company  terminates either agreement,
the employee shall be entitled to receive full  compensation  and to continue to
participate in the Company's benefit programs for the greater of one year or the
balance  of the  term  of  the  agreement,  payable  in  full  at  the  time  of
termination.  Each agreement contains customary confidentiality,  non-disclosure
and employee non-solicitation provisions. See also "Transactions with Management
and  Others"  for a  description  of the  consulting  agreement  and  management
agreement entered into by the Company with certain companies controlled by James
L. Paterek and Austin A. Iodice, respectively.

Compensation Committee Interlocks and Insider Participation

     During 1994,  authority to determine the compensation of executive officers
was conferred upon the Company's  Board of Directors or, in the case of officers
paid by New Dimensions, Rosecraft or Lawrence, by the respective boards of these
subsidiaries.  However,  except  as  described  below in the case of  Austin  A.
Iodice,  none of these boards  considered  the  compensation  of its officers in
1994.  The decisions  concerning the 1994  compensation  of all of the executive
officers of the Company,  except for Mr. Iodice, were made by Mr. Iodice. During
1994,  Mr. Iodice  served as the Vice  Chairman,  President and Chief  Executive
Officer of the Company.  Mr. Iodice's  compensation  was fixed by the terms of a
management  agreement approved by the Board of Directors of the Company in 1992.
No  deliberations  regarding Mr.  Iodice's  compensation  were held during 1994.
Although the Company has a Committee on Compensation and Options, this committee
did not meet in 1994. There are no interlocking relationships, as defined in the
regulations of the Securities  and Exchange  Commission,  involving any of these
individuals.  See "Transactions with Management and Others" for a description of
certain transactions entered into between the Company and Austin A. Iodice.

Report on Executive Compensation

     Compensation of Executive Officers

     The salaries  paid during 1994 to the  Company's  executive  officers  were
either approved by Austin A. Iodice, then the Vice Chairman, President and Chief
Executive Officer of the Company, or, in the case of Mr. Iodice's  compensation,
fixed  pursuant to a  management  agreement  approved by the Board in 1992.  See
"Transactions  with  Management and Others." Mr.  Iodice's  decisions  regarding
compensation were based upon various  subjective factors such as the executive's
responsibilities,  position, qualifications, individual performance and years of
experience.  In no such case did he  undertake  a formal  survey or  analysis of
compensation  paid by other  companies.  The  terms of Mr.  Iodice's  employment
agreement   were  fixed  based  upon   negotiations   between  Mr.   Iodice  and
representatives  of the Company in 1992.  In approving  these  terms,  the Board
considered  various subjective  factors,  but not undertake a formal analysis of
compensation paid by other companies.
<PAGE>

     Deductibility of Compensation.

     Effective  January 1, 1994,  the Internal  Revenue  Service  under  Section
162(m)  of the  Internal  Revenue  Code will  generally  deny the  deduction  of
compensation paid to certain executives to the extent such compensation  exceeds
$1  million,  subject  to an  exception  for  compensation  that  meets  certain
"performance-based"  requirements.  Whether the Section 162(m)  limitation  with
respect to an executive  will be exceeded and whether the  Company's  deductions
for compensation paid in excess of the $1 million cap will be denied will depend
upon the resolution of various  factual and legal issues that cannot be resolved
at this time. As to options  granted  under any stock option plans,  the Company
intends to  endeavor  to comply  with the rules  governing  the  Section  162(m)
limitation so that compensation attributable to such options will not be subject
to  limitation  under  such  rules.  As to other  compensation,  while it is not
expected that  compensation to executives of the Company will exceed the Section
162(m)  limitation  in the  foreseeable  future  (and no officer of the  Company
received  compensation  in 1994  which  resulted  under  Section  162(m)  in the
non-deductibility  of  such  compensation  to  the  Company),  various  relevant
considerations  will be  reviewed  from time to time,  taking  into  account the
interests  of the  Company  and its  stockholders,  in  determining  whether  to
endeavor  to cause  such  compensation  to be  exempt  from the  Section  162(m)
limitation.

     Submission of Report

     This report on Executive Compensation is submitted by Austin A. Iodice.

Performance Information

     Set forth below in tabular  form is a comparison  of the total  shareholder
return (annual change in share price plus dividends paid, assuming  reinvestment
of dividends  when paid) assuming an investment of $100 on the starting date for
the period  shown for the Company,  the Dow Jones  Equity  Market Index (a broad
equity market index which includes the stock of companies traded on the American
Stock  Exchange) and the Dow Jones  Consumer  Sector  Apparel Index (an industry
index which  includes  manufactures  of jewelry and apparel).  No dividends were
paid on the Company's  common stock during the period shown. The return shown is
based on the percentage change from December 31, 1989 through December 31, 1994.



     PROPOSAL NO. 2 - RATIFICATION OF THE ISSUANCE OF STOCK TO CERTAIN PERSONS

         On June 29,  1995,  the Company  entered into a letter  agreement  with
James L. Paterek,  Michael  Ferrentino and  Christopher P. Franco,  subsequently
amended as of October 6, 1995 (as amended, the "Letter Agreement"),  pursuant to
which  Messrs.  Ferrentino  and Franco  agreed to serve as employees of, and Mr.
Paterek  agreed to serve as a business  consultant to, the Company to enable the
Company to enter into the  telecommunications and computer staffing business. As
consideration for agreeing to provide such services to the Company,  the Company
agreed to (i) issue to  Messrs.  Paterek,  Ferrentino  and  Franco and one other
individual  who agreed to serve as a Vice  President  of the  Company,  Kevin W.
Kiernan (collectively,  the "Designated Individuals"),  such number of shares of
Common Stock equal to 35% of the Company's  issued and outstanding  Common Stock
(together with certain anti-dilution  rights); (ii) sell or otherwise dispose of
all or  substantially  all of the  Company's  interest  in the  fashion  jewelry
business (the "Jewelry  Business");  (iii) nominate four individuals selected by
the Designated  Individuals to serve on the Company's Board of Directors  (which
is  to  consist  of  eight  directors);  (iv)  enter  into  two-year  employment
agreements  with  Messrs.  Ferrentino  and  Franco  and  a  three-year  business
consulting  agreement  with Mr.  Paterek  and (v) and issue to such  individuals
stock  options  under  the  Company's   Long-Term  Stock  Investment  Plan.  See
"Executive   Compensation  -  Employment   Agreements"  and  "Transactions  with
Management and Others."

     On October 6, 1995,  3,091,302  shares of the  Company's  Common Stock were
issued to the Designated Individuals. The Designated Individuals are entitled to
receive  additional  shares of the  Company's  Common  Stock in order that their
ownership  percentage of 35% of the Company's  outstanding  Common Stock will be
maintained   following  the   transactions   described   below.  The  Designated
Individuals are not entitled to any other anti-dilution  rights. ARTRA, then the
majority  stockholder of the Company,  previously  approved the issuance of such
shares.  The Company has agreed to make a loan of approximately  $345,000 in the
aggregate  to  the  Designated   Individuals  to  cover  their  anticipated  tax
liabilities resulting from these transactions, all on terms to be negotiated.
<PAGE>

     The Board of Directors of the Company  believes that it is in the interests
of the Company that the Designated  Individuals assist the Company in developing
a technical  staffing  business.  Accordingly,  the Board is requesting that the
stockholders ratify the agreements entered into with the Designated Individuals.

     The Board of  Directors  recommends  that the  stockholders  vote "FOR" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.


             PROPOSAL NO. 3 - RATIFICATION OF THE YIELD TRANSACTIONS

Descriptions of the Transactions

     Due to continuing  losses in the Company's  fashion jewelry  operations and
the erosion of the markets for its products,  the Company  determined to seek to
enter into another line of business.  On October 17, 1995, the Company  acquired
all of the  capital  stock  of  YIELD.  YIELD  provides  telecommunications  and
computer  technical  staffing  services  worldwide   primarily  to  Fortune  500
companies and maintains an extensive,  global database of technical specialists,
with an emphasis in wireless communications capability. ARTRA, then the majority
stockholder of the Company, approved these transactions.

     The purchase price for the YIELD stock was $6 million, net of cash acquired
and 450,000  shares of the Company's  common stock issued as  consideration  for
various  fees  and  guarantees   associated  with  the  transaction.   The  cash
consideration  included  net  cash  payments  to  the  selling  shareholders  of
approximately  $5.1 million.  The 450,000 shares issued by the Company consisted
of (i) 100,000 shares issued to an unrelated party for  guaranteeing  certain of
the Company's obligations,  (ii) 100,000 shares issued to ARTRA in consideration
of its agreeing to enter the Assumption Agreement described below, (iii) 100,000
issued to an  unrelated  party for  advisory  services  in  connection  with the
acquisition, and (iv) 150,000 shares issued to Peter R. Harvey, a Vice President
and director of the Company,  in  consideration  of his assumption of certain of
the Company's  existing  obligations  and agreement to indemnify the Company for
certain of its potential future obligations.

     In conjunction  with the YIELD  acquisition,  the Company and ARTRA entered
into an  Assumption  Agreement  dated as of October  17,  1995 (the  "Assumption
Agreement") under which ARTRA agreed to pay and discharge all of the liabilities
and  obligations  of  the  Company  then  outstanding,  including  indebtedness,
corporate guarantees, accounts payable and environmental liabilities. ARTRA also
agreed to assume  responsibility  for all of liabilities of the Jewelry Business
from and after October 17, 1995, and is entitled to receive the net proceeds, if
any, from the sale thereof.

     In  October,  1995,  in  order to fund the  acquisition  of YIELD  and meet
certain working capital  requirements,  the Company sold 1,863,338 shares of its
Common Stock in a private  offering in units  consisting  of one share of Common
Stock with a  detachable  warrant to  purchase  one-half  share of Common  Stock
(931,669  shares in the  aggregate)  for a selling price of $3.00 per unit.  The
gross  proceeds from the offering  were  $5,590,000.  The exercise  price of the
warrants  is $3.375  per share  (the  market  price of the shares on the date of
grant,  October 17, 1995, as reported on the American Stock  Exchange),  and the
warrants are immediately  exercisable for a three-year period which ends October
17, 1998.

     In order to facilitate the YIELD transactions, ARTRA agreed to exchange all
of the Series C Preferred  Stock of the Company  then held by it (9,701  shares,
which  constituted  all of the issued  and  outstanding  Preferred  Stock of the
Company) for 100,000 shares of the Company's  Common Stock. As the holder of all
of the  outstanding  shares of Series C Preferred  Stock,  ARTRA was entitled to
receive dividends at the per annum rate of 13% of the liquidation value thereof.
The liquidation value of the Series C Preferred Stock was $2,011.65 per share or
$19.5  million in the  aggregate,  being the sum of (i)  initial  selling  price
thereof  ($1,288.94  per share or $12.5 million in the  aggregate)  and (ii) the
amount of unpaid,  cumulated  dividends thereon ($722.71 per share or $7 million
in  the  aggregate).  ARTRA  had  previously  agreed  to  a  moratorium  on  the
accumulation  of  additional  dividends  on the Series C  Preferred  Stock.  See
"Proposal  No. 4 - Amendment of the Company's  Certificate  of  Incorporation  -
Description of the Company's Capital Stock."

     In the  second  quarter  of  1995,  due to the  continued  losses  from the
operations  of the  Jewelry  Business  and the  Company's  inability  to  obtain
conventional bank financing, the Company determined that its remaining goodwill
<PAGE>

balance could no longer be recovered over its remaining life through  forecasted
future operations. Accordingly, the Company recorded a charge against operations
of $12.9 million to write-off  the goodwill of the Jewelry  Business at June 30,
1995. In September  1995, the Company  adopted a plan to discontinue the Jewelry
Business  and  recorded a  provision  of $1 million for the  estimated  costs to
complete  disposal of this business.  The Company is presently seeking offers to
purchase all or any portion of the Jewelry Business.

     The Board of Directors of the Company  believes that it is in the interests
of the Company to approve the foregoing transactions, all of which it regards as
integrated, to enable the Company to enter into the technical staffing business.
The Board does not believe that the Company could long continue  operating  only
the Jewelry Business, which has continued to deteriorate. Accordingly, the Board
is requesting that the stockholders ratify the foregoing transactions.

     The Board of  Directors  recommends  that the  stockholders  vote "FOR" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.


    PROPOSAL NO. 4 - AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION

Description of the Company's Capital Stock

     As of  December  15,  1995,  the  authorized  capital  stock of the Company
consisted  of (i)  10,000,000  shares of common stock having a par value of $.01
per share, of which 8,960,770 shares have been issued and are were  outstanding,
and (ii) 1,000,000 shares of Preferred  Stock, par value $0.01 per share,  which
may be  issued  in one or more  series  with  such  rights  and  preferences  as
determined by the Board of Directors,  none of which were issued and outstanding
as of such date.  As of such date,  there were  approximately  5,600  holders of
record of the Company's common stock.

     The  common  stock of the  Company  is not  subject  to any  conversion  or
redemption  provisions and the holders  thereof are not provided any pre-emptive
rights. All outstanding shares of the common stock of the Company are fully-paid
and non-assessable.  Each share of common stock has equal voting rights and each
share shall be entitled to one vote in all matters in which  stockholders  shall
be entitled to vote. The  Certificate of  Incorporation  provides for cumulative
voting in the election of directors.  Therefore,  every stockholder  entitled to
vote for directors  shall have the right, in person or by proxy, to multiply the
number  of votes  to which he or she may be  entitled  by the  total  number  of
directors to be elected in the same  election,  and he or she may cast the whole
number of such votes for one candidate or may  distribute  them among any two or
more candidates.  Without  cumulative  voting,  the holders of a majority of the
shares  present or  represented  at an annual meeting would be able to elect all
the  directors  to be elected at that  meeting,  and no person  could be elected
without the support of a majority of the stockholders.

     The Company has not paid any cash  dividends  on its common stock in recent
years and does not  anticipate  paying  any such  dividends  in the  foreseeable
future.

     The  Certificate of  Incorporation  of the Company  authorizes its Board of
Directors to establish  series or classes of preferred stock and fix the rights,
preferences,  privileges and  restrictions  thereof.  The Board is authorized to
issue up to  1,000,000  shares of preferred  stock  (proposed to be increased to
10,000,000 shares).  Delaware law provides that if any proposed amendment to the
certificate of incorporation of a corporation adversely affects the preferences,
limitations or special rights of any class of shares, then the holders of shares
of such class are  entitled  to vote as a class as to such  amendment.  However,
since the holders of common stock  approved an amendment to the  certificate  of
incorporation  of the Company  which permits the Board of Directors to authorize
the issuance of new series of preferred stock with such rights (including voting
rights)  and  preferences  as fixed by the Board of  Directors,  the  holders of
common stock will not have the right to vote, whether as class or otherwise,  to
authorize the issuance of new series of preferred  stock with  preferences as to
dividends and distributions on liquidation.

     By authorizing  and issuing  preferred stock with  particular  rights,  the
Company might be able to deter a hostile  acquisition.  For example, the Company
could  issue  shares of  preferred  stock with  extraordinary  voting  rights or
liquidation preferences to make it more difficult for a hostile acquirer to gain
control of the Company. In addition to the anti-takeover  effect of the issuance
of preferred stock, holders of preferred stock have a preferred position over
<PAGE>

holders of common stock on liquidation, the right to a fixed or minimum dividend
before any  dividend  is paid (or  accrued)  on common  stock,  and the right to
approve certain extraordinary corporate matters.


Amendment of Certificate of Incorporation

     The  Board  of  Directors  of the  Company  has  unanimously  approved  and
recommended the adoption by the  stockholders of the following  amendment to the
Company's  Certificate  of  Incorporation,  which would  increase  the number of
authorized shares of Common Stock and Preferred Stock:


     RESOLVED;  that the first paragraph of Article FOURTH of the Certificate of
         Incorporation  of the  Corporation  be amended and  restated to read as
         follows:

     FOURTH.  The total  number  of shares  which  the  Corporation  shall  have
         authority to issue is Fifty Million (50,000,000) of which Forty Million
         (40,000,000)  shall be Common  Stock with par value of one cent ($0.01)
         per share and Ten Million  (10,000,000)  shall be Preferred  Stock with
         par value of one cent ($0.01) per share.

     The Board of  Directors  recommends  that the  stockholders  vote "FOR" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.

                 PROPOSAL NO. 6 - AMENDMENT TO STOCK OPTION PLAN

Background Information

     On October 12, 1993,  the Board of  Directors  of Lori  approved a proposed
Long-Term Stock  Investment Plan of the Company (the "Plan" or the "Stock Option
Plan") which  authorizes  the grant of options to purchase the Company's  common
stock  to  executives,   key  employees  and  agents  of  the  Company  and  its
subsidiaries.  At the  December  16,  1993  meeting of the  stockholders  of the
Company, the stockholders approved the Plan.

Proposed Amendment

     The Board has  approved  amendment  to the Plan to (i) increase the maximum
number of shares which may be issued under such Plan from 1,500,000 to 3,000,000
shares, and (ii) provide for the grant of options to non-employee  directors.  A
copy of the  proposed  amendment  to the Plan is set forth in Appendix A to this
Proxy  Statement.  The Board believes that the  additional  shares are needed to
attract and retain talented  management  personnel.  The Board further  believes
that a mechanism  needs to be established,  consistent  with applicable  Federal
securities  and tax laws,  to enable  the  Company  to grant  stock  options  to
non-employee   directors   which  will  enable  them  to  qualify  to  serve  as
administrators  of the Plan as  disinterested  directors or members of the Stock
Option Committee without  adversely  affecting the tax status of incentive stock
options or the treatment of any options  under  Section 16(b) of the  Securities
Exchange Act of 1934. Under the amendment proposed,  each non-employee  director
serving as a director on February 5, 1996 and  annually  thereafter  on the date
any such non-employee director is elected or re-elected by the stockholders,  is
entitled to receive  options to purchase  5,000 shares of the  Company's  common
stock,  unless  the plan is  subsequently  amended  as  permitted  therein.  The
amendment  provides that these options will vest on the first anniversary of the
date of grant and will terminate 10 years from the date of grant.

     The Board of  Directors  recommends  that the  stockholders  vote "FOR" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.


Participation in the Plan

     Set forth below is a table which provides  certain  information  concerning
option awards to the  executive  officers  included in the Summary  Compensation
Table,  all current  executive  officers as a group, all  non-executive  officer
directors as a group and all non-executive  officer employees as a group. All of
the options granted under the Plan are
<PAGE>

exercisable  for a period of 10 years,  subject  to earlier  termination  of the
right of  employees  (but not agents who are not  employees)  to exercise  their
options as described  below under  "Summary of the Plan - Term of Options," upon
death or  termination  of  employment.  The options  described in this table are
those  presently  determinable.  As more fully described below under "Summary of
the Plan -  Administration"  and "-  Eligibility,"  the Board of Directors (or a
committee appointed by the Board) has discretion to issue such number of options
to such of the officers, key employees, agents or consultants of the Company who
occupy  responsible  managerial  or  professional  positions  or  who  have  the
capability of making substantial  contributions to the success of the Company as
the Board or the  committee  determines.  Accordingly,  the options shown in the
"New Plan  Benefits"  table should not be regarded by  stockholders  as the only
options  that can or will be issued  under the Plan  should it be  approved  and
adopted by the stockholders.


                                NEW PLAN BENEFITS

              COMFORCE Corporation Long-Term Stock Investment Plan

                                                                        Number 
         Names and Position                        Dollar Values(1)    of Units
         ------------------                        ----------------    --------

Austin A. Iodice, formerly Vice                        1,875,246         370,419
Chairman, Chief Executive Officer and
Pres. 
All Current Executive Officers (as a                     926,438         183,000
group) (6 persons)
Non-Executive Officer Directors (as a                  2,300,490         454,419
group) (6 persons)
Non-Executive Officer Employees (as a                    513,843         101,500
group) (5 persons)(2)



(1) The Dollar  Value of the  Options  granted is the amount by which the market
price of the Company's  common stock as reported on the American  Stock Exchange
as of December  13, 1995  ($6.1875)  exceeds the  exercise  price of the options
granted (being the market price of the Company's common stock as of the business
day  ended  prior to the date of  grant).  The  Board  of  Directors  originally
authorized  the  issuance of the options on March 16, 1993 at a $1.125 per share
exercise price (being the closing price on March 15, 1993).

(2) In addition to these options,  Anthony Giglio, an agent formerly responsible
for  providing  certain  management  services to the  Company and its  operating
subsidiaries,  received  options to  purchase  185,209  shares of the  Company's
common  stock at an exercise  price of $1.125 per share  resulting  in a benefit
(calculated in the same manner as in this table) of $937,621.


Summary of the Plan

     The following summary of the Plan as proposed to be amended is qualified by
reference to the full text of the Plan,  a copy of which will be made  available
to any stockholder,  without charge, upon request. The proposed amendment is set
forth in Annex A to this Proxy Statement.

     Purposes.  The  purposes  of the Plan are to:  (1)  closely  associate  the
interests of the management of the Company with the  stockholders by reinforcing
the  relationship  between  participants'  rewards and  stockholder  gains;  (2)
provide  management with an equity  ownership in the Company  commensurate  with
Company performance,  as reflected in increased  stockholder value; (3) maintain
competitive  compensation levels; and (4) provide an incentive to management for
continuous employment with the Company.
<PAGE>
     Administration.  The Plan will be administered by the Board of Directors of
the Company or, if directed by the Board, a Committee of  disinterested  persons
appointed by the Board (the "Committee").  The Committee,  which will be subject
to the supervision of the Board,  will be of such size, will have such authority
and will have such members as the Board  determines from time to time, and shall
include  at least two  members  of the  Board to the  extent  two  disinterested
members  are  available  and  agree to serve on the  Committee.  As used in this
Summary, the term "Administrator" means the Board of Directors or, to the extent
authority for any right or obligation is delegated to the  Committee,  means the
Committee.

     Eligibility. Participants in the Plan will be selected by the Administrator
from the  executive  officers and other key  employees of the Company who occupy
responsible  managerial or professional positions and who have the capability of
making a substantial  contribution  to the success of the Company.  In addition,
key  non-employee  consultants  and agents who have the  capability  of making a
substantial contribution to the success of the Company may also be allowed to be
participants  in the Plan. In making this selection and in determining  the form
and amount of  awards,  the  Administrator  will  consider  any  factors  deemed
relevant,  including  the  individual's  functions,  responsibilities,  value of
services to the Company and past and  potential  contributions  to the Company's
profitability  and  sound  growth.  As  proposed  to  be  amended,  non-employee
directors will be eligible to participate in the Plan through  non-discretionary
annual  grants  of   non-qualified   options  to  purchase  5,000  shares.   See
"Non-employee  Directors."  Consequently,  references  in this summary to action
taken  in  the   discretion   of  the   Administrator   do  not  apply  to  such
non-discretionary grants to non-employee directors.

     Types of Options and Rights. Three types of options or rights are permitted
under  the  Plan:  stock  options,   incentive  stock  options,   and  alternate
appreciation  rights.  A stock  option is an option to  purchase  the  Company's
common stock that may be granted to any  participant.  An incentive stock option
is an  option  that  qualifies  for  favorable  Federal  income  tax  treatment.
Incentive  stock  options  may  only  be  granted  to  employees.  An  alternate
appreciation  right is a right to receive  shares of the Company's  common stock
having a value equal to the amount by which the market price thereof exceeds the
exercise price of options held by the participant. Alternate appreciation rights
may be issued  concurrently  with or following  the issuance of stock options or
incentive stock options.

     Exercise  Price of  Options.  The  option  price per share of common  stock
deliverable  upon the  exercise of an Option is the closing  price of the common
stock as reported on the American  Stock  Exchange on the trading day last ended
prior to the time the option is granted,  except that option  price per share of
incentive stock options granted to an owner of 10% or more of the total combined
voting  power of the Company and its  subsidiaries  will be 110% of such closing
price.

     Term of Options.  Each option is fully exercisable six months from the date
of its grant and unless a shorter period is provided by the  Administrator,  may
be exercised during an option term of 10 years from the date of grant.  Upon the
death of the  participant,  any option rights to the extent  exercisable  on the
date of death may be  exercised  by the  participant's  estate  within  both the
remaining  effective  term of the option  and one year  after the  participant's
death (except that  alternative  appreciation  rights are not exercisable  after
death).  Upon  termination  of  participant's  death  (except  that  alternative
appreciation  rights are not  exercisable  after death).  Upon  termination of a
participant's  employment by reason of retirement  or permanent  disability  (as
each is  determined  by the  Administrator),  the  participant  may exercise any
options to the extent such options remain  exercisable  during a 36-month period
following  termination  (six  months  in the  case of  alternative  appreciation
rights).  Upon  termination of a participant's  employment for any other reason,
the  participant  may  exercise  any options to the extent such  options  remain
exercisable  during a  three-month  period  following  termination  (except that
alternative appreciation rights are not exercisable after any such termination).
No awards may be made under the Plan  after  December  31,  2002.  However,  all
awards made under the Plan prior to this date will  remain in effect  until such
awards have been  satisfied or terminated  in  accordance  with the Plan and the
terms of such awards.  The Plan does not provide for the  termination of options
held by agents or  consultants  upon death of the optionee or termination of the
parties' relationship; rather, the termination of the options is governed by the
contractual  relationship  between the parties  (except that the options  cannot
exceed 10 years in duration).

     Maximum Amount of Option Grants.  Shares of stock which may be issued under
the Plan will be authorized  and unissued or treasury  shares of common stock of
the  Company.  The maximum  number of shares of common stock which may be issued
under the Plan will be 3,000,000. The aggregate fair market value (determined on
the date the option is  granted)  of common  stock  subject to  incentive  stock
options in any calendar year will not exceed $100,000.
<PAGE>

     Alternative  Appreciation  Rights.  Concurrently  with or subsequent to the
award of any option,  the  Administrator  may award to any participant a related
alternate  appreciation  right,  permitting  the  participant  to  be  paid  the
appreciation  on the option in lieu of exercising the option.  A participant who
has been  granted  alternate  rights  may,  in lieu of the  exercise of an equal
number of options,  elect to exercise one or more  alternate  rights and thereby
become  entitled  to receive  from the Company  payment in common  stock for the
appreciation of his options.

     Non-employee  Directors.  Under the amendment  proposed,  each non-employee
director will receive  options to purchase 5,000 shares of the Company's  Common
Stock  on  February  5,  1996  and  annually  thereafter  on the  date  any such
non-employee director is elected or re-elected by the Stockholders. Such options
are to vest on the first anniversary of the date of grant, and shall exercisable
10 years from the date of grant.

     Amendment of the Plan.  The Board of Directors of the Company may,  without
further action by the stockholders and without receiving  further  consideration
from the  participants,  amend the Plan or condition or modify  awards under the
Plan in response to changes in securities or other laws or rules.  The Board may
also at any time  terminate or modify or amend the Plan in any  respect,  except
that  without  stockholder  approval  the Board may not (i) increase the maximum
number of shares of common  stock which may be issued under the Plan (other than
for  certain  adjustments  as a result of any change in the  outstanding  common
stock by reason of a stock dividend or distribution,  recapitalization,  merger,
consolidation,  split-up,  combination,  exchange  of shares or the like),  (ii)
extend the period during which any award may be granted or  exercised,  or (iii)
extend the term of the Plan.  As proposed to be amended,  the  provisions of the
Plan relating to non-employee  directors  cannot be amended more than once every
six months.


                             PRINCIPAL STOCKHOLDERS

Securities Ownership of Certain Beneficial Owners

     The  following  table sets forth the  number of shares  and  percentage  of
Common Stock  beneficially owned as of December 15, 1995 by the only stockholder
known by management  of COMFORCE to own 5% or more of COMFORCE's  $.01 par value
Common  Stock as of December  15, 1995.  As of such date,  there were  8,960,770
shares of common stock issued and outstanding.


Name and Address of                     Number of Shares   Percentage of Shares
 Beneficial Owner                     Beneficially Owned    Beneficially Owned
 ----------------                     ------------------    ------------------


ARTRA GROUP Incorporated                    2,301,036              25.6%
500 Central Avenue(1)(2)
Northfield, Illinois 60093

James L. Paterek(3)                         1,324,844              14.7%
86 South Drive
Plandome, New York 11030

Michael Ferrentino(3)                         794,907               8.8%
2001 Marcus Avenue
Lake Success, New York 11042

Christopher P. Franco(3)                      794,907               8.8%
2001 Marcus Avenue
Lake Success, New York 11042


- - - -----------------------
<PAGE>

     (1) John Harvey and Peter R. Harvey,  each of whom serves as an officer and
director of the Company,  control the management and operations of ARTRA,  which
owns 25.6% of the Company's common stock.  Insofar as they are deemed beneficial
owners of the  Company's  shares owned of record by ARTRA,  Peter R. Harvey owns
2,495,869  shares  (27.6%) of the  Company's  Common  Stock and John Harvey owns
2,370,669  shares  (26.2%)  of the  Company's  Common  Stock.  Each such  person
maintains a business address at 500 Central Avenue, Northfield, Illinois 60093.

     (2)  ARTRA,  through a  wholly-owned  subsidiary,  Fill-Mor  Holding,  Inc.
("Fill-Mor"),  a Delaware corporation  (hereinafter all holdings of Fill-Mor are
referred to as ARTRA's), presently owns 2,301,036 shares of record (25.6% of the
outstanding common stock of COMFORCE).

     (3) The shares  beneficially  owned by Mr.  Paterek,  Mr.  Ferrentino,  the
President and a Director of the Company,  and Mr.  Franco,  the  Executive  Vice
President of the Company, are owned of record by each such person.  Furthermore,
Messrs.  Paterek,  Ferrentino and Franco are each entitled to receive additional
shares,  so that,  in  accordance  with the terms of the Letter  Agreement,  the
percentage of shares  beneficially  owned by them and Kevin W.  Kiernan,  a Vice
President  of  the  Company,  will  collectively  be  maintained  at  35% of the
Company's  outstanding Common Stock (and will preserve the ownership percentages
shown in the table) during the immediate future.  Mr. Ferrentino and Mr. Franco,
along with Mr. Kiernan,  (a beneficial owner of 176,644 shares of Common Stock),
have entered into a voting  trust  agreement  with respect to the shares held of
record by them to ensure that all such  shares are voted in the manner  directed
by Mr.  Ferrentino.  However,  Mr.  Ferrentino,  Mr. Franco and Mr. Kiernan have
disclaimed   beneficial  ownership  of  shares  held  of  record  by  the  other
participants in the voting trust.

     

Securities Ownership of Management

         The following  table sets forth the number and percentage of COMFORCE's
$.01  par  value  Common  Stock  known  by  management  of  the  Company  to  be
beneficially  owned as of December  15, 1995 by (i) all  directors  of COMFORCE,
(ii)  Austin A.  Iodice,  the only  executive  officer  included  in the Summary
Compensation  Table, and (iii) all directors,  executive  officers and other key
employees of COMFORCE as a group (12  persons).  Unless stated  otherwise,  each
person so named  exercises sole voting and investment  power as to the shares of
Common Stock so indicated.
<TABLE>
<CAPTION>

                Name of                      Number of Shares          Percentage of Shares
           Beneficial Owner                 Beneficially Owned          Beneficially Owned
           ----------------                 ------------------          ------------------
 <S>                                         <C>                             <C>
 
 Michael Ferrentino                             794,907                       8.8%

 Austin A. Iodice(1)                            370,419                       4.0%

 Alex Verde(2)                                  165,000                       1.8%

 Peter R. Harvey(3)                             190,500                       2.1%

 John Harvey(4)                                 69,0000                       0.8%

 Dr. Glen Miller                                   --                         --

 Richard Barber                                    --                         --

 Keith Goldberg                                    --                         --

 Directors and officers as a group            2,534,759                      26.2%
 (12) persons)(5)

</TABLE>

          (1) The shares  beneficially  owned by Mr.  Iodice  consist of 370,419
shares  issuable  upon  the  exercise  of an  option  held by  Nitsua,  Ltd.,  a
corporation  wholly-owned by Mr. Iodice  (granted under the Option Plan),  which
expires March 15, 2003 at an exercise price of $1.125 per share. See paragraph 1
under "Transactions with Management and Others."
<PAGE>


          (2) The  shares  beneficially  owned by Mr.  Verde  consist of 150,000
shares owned directly by Mr. Verde and 15,000 shares  issuable upon the exercise
of an option held directly by him (granted  under the Option Plan) which expires
March 15, 2003 at an exercise price of $1.125 per share.

          (3) The shares  beneficially  owned by Mr. Peter R. Harvey  consist of
150,500  shares  owned  directly  by him and  40,000  shares  issuable  upon the
exercise of an option held directly by him (granted under the Option Plan) which
expires March 15, 2003 at an exercise price of $1.125 per share.

          (4) The shares beneficially owned by Mr. John Harvey consist of 69,000
shares  issuable  upon the  exercise of an option held  directly by him (granted
under the Option  Plan) which  expires  March 15,  2003 at an exercise  price of
$1.125 per share.

          (5) The  shares  beneficially  owned  by  these  persons  include  (i)
1,739,840  shares  owned of record,  and (ii)  528,419  shares in the  aggregate
issuable upon the exercise of options granted under the Option Plan held by such
officers and directors as a group (including  those shares issuable  pursuant to
options  described in the notes above),  which options expire March 15, 2003, at
an exercise price of $1.125 per share.


                     TRANSACTIONS WITH MANAGEMENT AND OTHERS

     1. In August  1982,  ARTRA  acquired  36.6% of the issued  and  outstanding
common  shares  of  the  Company  plus  preferred  shares  for  $2,250,000  (the
"Investment").  The Investment was carried at cost plus equity in  undistributed
earnings  (loss) since the date of  acquisition,  less the  amortization  over a
25-year period of the excess of cost over the equity in the Company's net assets
at the date of acquisition.

     In February  1985,  the  Company  acquired  in an  arms-length  transaction
negotiated by management of ARTRA, through a wholly-owned subsidiary, all of the
issued and outstanding  shares of New  Dimensions,  a creator and distributor of
fashion jewelry, for consideration of $28,500,000 including cash of $21,850,000,
a $3,000,000  9% promissory  note due February 8, 1990 (which was  prepaid),  an
earnout equal to 20% of New  Dimension's  pre-tax  earnings  during the calendar
years 1985 through 1989 and 200,000  shares of Common Stock  delivered  from its
treasury with an agreed fair market value of $20.00 per share or $4,000,000. The
delivery of ARTRA's  shares to the former  stockholders  of New  Dimensions  was
approved by ARTRA's stockholders at their July 18, 1985 annual meeting.

     In exchange  for the 200,000  shares of its Common  Stock,  ARTRA  received
534,878 shares of the Company's  common stock (thereby  increasing its ownership
of the Company from 36.6% to 55.9%) and 10,000 shares of the Company's  Series B
Preferred Stock  convertible into additional  Company common shares. In exchange
for  the  cancellation  of  advances  by  ARTRA  to the  Company,  amounting  to
$6,457,000 as of January 31, 1985,  and an  additional  cash advance by ARTRA to
the Company of  $7,300,000,  which latter sum was used by the Company to acquire
New Dimensions, ARTRA received 10,000 shares of the Company's Series A Preferred
Stock.

     In August 1985,  the  Company's  stockholders  approved a 1-for-30  reverse
split of all  authorized,  issued,  outstanding  and  reserved  shares of common
stock,  increased  the number of resulting  authorized  shares of the  Company's
common stock from  1,833,333 to 6 million and approved a 1-for-10  reverse split
of all issued,  outstanding  and reserved shares of its preferred  stock.  ARTRA
then  converted  its  shares of the  Company's  Series B  Preferred  Stock  into
1,099,108 shares of the Company's common stock, thereby increasing its ownership
interest in the Company to 72.8%.

     In December  1985,  ARTRA  purchased  50,000 of the Company's  common stock
purchase  warrants  (14.4% of the  347,600  outstanding  common  stock  purchase
warrants) for $391,000.  The warrants were issued in conjunction with a 1985 New
Dimensions bond offering.  The warrants, as adjusted,  provided for the purchase
of 75,000 of the Company's  shares at $12.00 per share and were convertible into
the Company's common stock at the rate of 0.375 shares of the
<PAGE>

Company's common stock for each warrant.  In September 1990 ARTRA converted such
warrants and received 18,750 shares of the Company's common stock therefor.

     ARTRA and a wholly-owned subsidiary of ARTRA held notes from the Company at
February 1, 1993 in the amount of $15,990,000  which were due April 1, 1994. Due
to the  limited  ability  of the  Company to  receive  funds from its  operating
subsidiaries,  effective  July 1, 1989 ARTRA placed an indefinite  moratorium on
the accrual of interest on its Company note and  declaration of dividends on its
Company   preferred  stock.  In  February  1993,  ARTRA  and  this  wholly-owned
subsidiary transferred these notes to the Company's capital account.

     During the nine months ended  September  30, 1995,  ARTRA made  advances of
$365,000  to the  Company.  In August  1994,  ARTRA  entered  into a  $1,850,000
short-term  loan agreement with a  non-affiliated  corporation,  the proceeds of
which were  advanced to the Company and used to fund  amounts due the  Company's
bank. The loan, due June 30, 1995, was  collateralized  by 100,000 shares of the
Company's  common stock.  In August 1995,  these shares were  transferred to the
lender in  consideration  of extending the loan and the carrying  value of these
100,000 shares  ($700,000) was  transferred to ARTRA as reduction of amounts due
ARTRA.

     During  1994,  ARTRA made net  advances to the Company of  $2,531,000.  The
advances  consisted of a $1,850,000  short-term  note with  interest at 10%, the
proceeds of which were used to fund the  $1,900,000  cash payment to the bank in
conjunction with the amended settlement agreement with the Company's bank lender
(described in paragraph 4 of  "Transactions  with  Management and Others"),  and
certain non-interest bearing advances used to fund the Company's working capital
requirements.  Effective  December 29, 1994,  ARTRA exchanged  $2,242,000 of its
notes  and  advances  for   additional   Company   Series  C  preferred   stock.
Additionally,  the  settlement  agreement  entered into with the Company's  bank
lender  required  ARTRA to contribute  cash of $1,500,000 and ARTRA common stock
with a fair market  value of  $2,500,000  to the  Company's  capital  account in
August 1994.

     ARTRA,  as the holder of the Series C  Preferred  Stock,  was  entitled  to
receive  dividends at the per annum rate of 13% of the liquidation value thereof
before any  distributions  in  liquidation of the assets of the Company could be
paid in respect of the Common Stock.  As of December 14, 1995,  the  liquidation
value of the Series C Preferred  Stock was  $2,011.65 per share or $19.5 million
in the aggregate,  being the sum of (i) initial selling price thereof ($1,288.94
per share or $12.5  million  in the  aggregate)  and (ii) the  amount of unpaid,
cumulated  dividends thereon ($722.71 per share or $7 million in the aggregate).
Dividends on the Series C Preferred Stock were cumulated quarterly from the date
of  issuance  until  July  1,  1989.  On  July  1,  1989,  a  moratorium  on the
accumulation of dividends on the Series C Preferred Stock became  effective.  In
connection  with  the  YIELD  transactions  described  under  "Proposal  No. 3 -
Ratification  of the YIELD  Transactions,"  ARTRA  agreed to exchange all of the
Series C Preferred Stock (and dividends  accrued  thereon) for 100,000 shares of
Common Stock. This exchange was effected as of December 15, 1995.

     ARTRA provides certain financial,  accounting and  administrative  services
for the Company's corporate entity. Additionally, the Company's corporate entity
leases its  administrative  office space from ARTRA.  During 1994, 1993 and 1992
fees  for  these   services   amounted  to  $151,000,   $115,000  and  $307,000,
respectively.  Prior to February,  1993,  these fees were added to the Company's
note to ARTRA. During 1993 and 1992 the Company made net payments (borrowing) on
the ARTRA note of $35,000 and $(44,000),  respectively. In February, 1993, ARTRA
contributed its notes to the Company's capital. Subsequent to February 1993, the
Company  made net  payments to ARTRA of $139,000  and $115,000 in 1994 and 1993,
respectively, for administrative services.

     The Company and ARTRA  entered  into the  Assumption  Agreement  in October
1995,  under which ARTRA agreed to pay and discharge all of the  liabilities and
obligations of the Company then outstanding,  including indebtedness,  corporate
guarantees, accounts payable and environmental liabilities. ARTRA also agreed to
assume  responsibility  for all of the  assets of the  Jewelry  Business  and is
entitled to receive the net proceeds, if any, from the sale thereof.
<PAGE>

     2. In April 1993,  the Company  entered  into a management  agreement  with
Nitsua, Ltd.  ("Nitsua"),  a corporation  wholly-owned by Austin A. Iodice, then
the Vice Chairman,  President and Chief Executive  Officer of the Company.  This
management  agreement was approved and accepted by the Company's New Dimensions,
Rosecraft and Lawrence  subsidiaries (the "Jewelry  Subsidiaries").  Pursuant to
the terms of this  agreement,  Mr. Iodice had all of the  responsibilities  of a
chief executive officer of the Company and the Jewelry Subsidiaries  (subject to
the  supervision  of the boards of  directors  of the  Company  and the  Jewelry
Subsidiaries). Mr. Iodice continues to fulfill these responsibilities in respect
of the Jewelry Business.  The agreement terminates on March 31, 1996, subject to
earlier  termination by the Company for "cause." "Cause" includes the disability
of Mr. Iodice (or other designated agent), breach of the agreement by Mr. Iodice
(or other designated agent),  fraud,  dishonesty,  commission of a felony or the
like,  or the  other  failure  of Mr.  Iodice  (or  other  designated  agent) to
reasonably perform its duties under the agreement.

     As compensation for its services under the agreement, Nitsua is entitled to
receive (i) a management fee of $260,000 per annum,  (ii)  reimbursement  of all
documented  expenses  reasonably  incurred  by  Nitsua  in  connection  with the
performance  of its  duties,  (iii)  options to purchase  370,419  shares of the
Company's  common  stock at an  exercise  price  of  $1.125  per  share or stock
appreciation  rights,  exercisable for a period of 10 years,  subject to certain
adjustments.

     The  agreement to grant to Nitsua fully  vested  options  (under the Option
Plan) to acquire 370,419 shares of the Company's  common stock is subject to the
following  conditions:  If, in the opinion of the Company's  tax  advisors,  the
exercise  of these  options  would more  likely than not cause the Company to be
unable to utilize a substantial  amount of its net operating loss  carryforwards
("NOL's") for Federal income tax purposes,  then the options cannot be exercised
to the extent the exercise  would result in the Company  being unable to utilize
its NOL's. In the event any of these options cannot be exercised,  the number of
shares  prohibited  from being  exercised  will convert into stock  appreciation
rights and  provide a cash  payment  equal to the gain in market  price from the
date of grant to the date of exercise on such prohibited shares.

     On October 1, 1993,  Mr. Iodice made a short term loan to BCA Holdings Inc.
and A G Holding  Corp.,  subsidiaries  of the Company's  parent,  ARTRA,  in the
principal amount of $150,000 bearing interest at the rate of 15% per annum. This
loan was repaid in January  1994.  As  consideration  for making this loan,  Mr.
Iodice received warrants to purchase 15,000 shares of ARTRA's common stock at an
exercise price of $5.375 per share, which warrants expire October 1, 1998.

     3. As described in Note 4 to the Consolidated  Financial Statements for the
year ended December 31, 1994, the Company, its operating subsidiaries, ARTRA and
Fill-Mor, entered into a settlement agreement with its bank lender, IBJ Schroder
Bank & Trust Company  ("Schroder")  on August 18, 1994, as amended  December 23,
1994, to discharge the indebtedness of the Company,  its operating  subsidiaries
and Fill-Mor aggregating approximately $25,000,000. Upon payment of certain sums
and  satisfaction  of  certain  conditions,  this  indebtedness  was  reduced to
$10,500,000  (of which  $7,855,000 was  attributable  to the  obligations of the
Company and its  subsidiaries and $2,645,000 was attributable to the obligations
of Fill-Mor). Under the terms of the amended settlement agreement with Schroder,
this  remaining  indebtedness  was to be discharged  upon payment to Schroder of
$750,000 by March 31, 1995 and upon ARTRA's  registration  of certain  shares of
its common stock.

     The  Company  did  not  have  sufficient  funds  available  to  repay  this
indebtedness.  Accordingly,  on March 31,  1995,  Alex Verde,  a director of the
Company,  entered into an  assignment  agreement  with Schroder to purchase this
indebtedness for $750,000,  and advanced an additional  $100,000 to the Company.
In this  connection,  Mr.  Verde and the Company  also entered into an agreement
whereby he  reduced  this  indebtedness  to  $850,000  in  consideration  of the
Company's  issuance  to him of  150,000  shares of its  common  stock  valued at
$337,500  ($2.25 per share)  based upon  closing  market  value of the shares on
March 30, 1995. The principal amount of the loan was reduced to $775,000 at June
30, 1995 and further  reduced to $750,000 at July 31, 1995.  The remaining  loan
principal was not repaid on its scheduled  maturity date of July 31, 1995. Under
the terms of the loan agreement,  Mr. Verde received an additional 50,000 shares
of the Company's common stock as compensation for the non-payment of the loan at
its originally
<PAGE>

scheduled maturity.  The maturity date of the loan was subsequently  extended to
September 30, 1995.  ARTRA  assumed the  obligation to repay this loan under the
terms of the Assumption Agreement entered into with the Company.

     4.  See  "Proposal  No.  3 -  Ratification  of  the  YIELD  Transactions  -
Description  of  the  Transactions"  for a  description  of  various  additional
transactions  entered  into  between  the Company and each of ARTRA and Peter R.
Harvey, which description is incorporated herein by reference.

     5. See "Executive  Compensation - Employment  Agreements" for a description
of the  employment  agreements  entered  into  between  the  Company and each of
Michael Ferrentino and Christopher P. Franco,  which description is incorporated
herein by reference.

     6. See "Proposal No. 2 -  Ratification  of the Issuance of Stock to Certain
Persons"  for a  description  of certain  transactions  entered into between the
Company and each of James L. Paterek,  Michael  Ferrentino  and  Christopher  P.
Franco,  which  description is  incorporated  herein by reference.  In addition,
Yield  Industries,  Inc.,  a  corporation  wholly-owned  by Messrs.  Paterek and
Ferrentino  earned a delivery fee of $500,000 in  connection  with the Company's
acquisition  of YIELD,  $250,000 of which has been paid and the balance of which
is payable on January 2, 1996.

     7. In October  1995,  the Company has entered into a  consulting  agreement
with Tarek Corporation ("Tarek"),  which is a corporation  wholly-owned by James
L.  Paterek,  the  holder of  approximately  14.7% of the  Company's  issued and
outstanding Common Stock. Mr. Paterek, age 34, was a founder of YIELD and served
as its  President  from 1985 to September  1995.  Tarek has agreed to engage Mr.
Paterek to perform the services required under the agreement. Under the terms of
the agreement, Tarek has agreed to devote at least 50 hours per month performing
services  for the  Company.  The  agreement  is for a term of three years and is
terminable by the Company only for "good cause." "Good cause" includes Paterek's
fraud,  misappropriation of Company assets, or the commission of a felony during
the term of the agreement which is directly related to the Company and causes it
material  harm.  Tarek has the right to  terminate  the  agreement  upon 30 days
notice or immediately in the event of a change in control. Under this agreement,
the  consultant  is  entitled  to   compensation   of  $157,000   annually  plus
reimbursement   for  expenses  incurred  in  performing  its  duties  under  the
agreement.  In addition, Mr. Paterek is entitled to participate in the Company's
normal benefit  programs.  If the Company  terminates the agreement without good
cause,  Tarek shall be entitled to receive full  compensation for the balance of
the term of the  agreement.  The  agreement  requires  Tarek  to  enter  into an
agreement with Mr. Paterek under which he agrees not to compete with the Company
during the term of the agreement and not to disclose  confidential  information.
During 1995,  Mr.  Paterek was indicted in the United States  District Court for
the Eastern  District of New York for allegedly  conspiring to commit  mail/wire
fraud. He entered a plea of innocent and the matter is still pending.

                     PROPOSAL NO. 6 -- SELECTION OF AUDITORS

     The Board of  Directors  appointed  Coopers & Lybrand  L.L.P.,  independent
public  accountants,  to audit the  financial  statements of the Company and its
wholly owned  subsidiaries  for the fiscal year ending  December 31, 1995.  This
appointment  is being  presented to  stockholders  for  ratification.  Coopers &
Lybrand  L.L.P.  audited the Company's  financial  statements for the year ended
December 31, 1994.

     A representative of Coopers & Lybrand is expected to attend the meeting and
will be afforded an  opportunity  to make a statement if he or she desires to do
so.  This  representative  is  also  expected  to be  available  to  respond  to
appropriate questions.

     The Board of  Directors  recommends  that the  stockholders  vote "FOR" the
proposal.  Proxies solicited by the Board of Directors will be voted in favor of
this proposal unless a contrary vote or abstention is specified.
<PAGE>

                             STOCKHOLDERS' PROPOSALS

     To be considered  for inclusion in the  Company's  Proxy  Statement for the
1996 Annual Meeting of Stockholders,  stockholder  proposals must be sent to the
Company  (directed to the attention of Office of the  Secretary,  at 2001 Marcus
Avenue, Lake Success, New York 11042, for receipt not later than July 1, 1996.

                            GENERAL AND OTHER MATTERS

     Management knows of no matters,  other than those referred to in this Proxy
Statement, which will be presented to the meeting. However, if any other matters
properly  come before the meeting or any  adjournment,  the persons named in the
accompanying  proxy will vote it in accordance  with their best judgment on such
matters.

     The Company will bear the expense of  preparing,  printing and mailing this
Proxy Statement,  as well as the cost of any required solicitation.  In addition
to the  solicitation of proxies by use of the mails, the Company may use regular
employees,  without  additional  compensation,   to  request,  by  telephone  or
otherwise, attendance or proxies previously solicited.
     Upon  written  request to the Company  (directed  to the  attention  of the
Office of the Secretary at 2001 Marcus Avenue, Lake Success,  New York 11042) by
any stockholder whose proxy is solicited hereby, the Company will furnish a copy
of any  exhibits to its Annual  Report on Form 10-K for the year ended  December
31, 1994 upon a reasonable charge to cover the costs of copying the same.


                              By the Order of the Board of Directors



                              Christopher P. Franco
                              Secretary

Lake Success, New York
December 28, 1995

                                                                         ANNEX A


              PROPOSED AMENDMENT TO LONG-TERM STOCK INVESTMENT PLAN

At Section 1.03, fifth line, following second sentence, add the following:

         Non-employee  directors,  however,  shall only be eligible  for formula
         awards under Article 6.


At Section 1.05, third line, change "1,500,000 to 3,000,000."


At Section 5.10, at the end of (b), add the following:

                  No amendment  which affects one or more provisions of the Plan
         which are required under Rule 16b-3 under the  Securities  Exchange Act
         of 1934, as amended,  for qualification of Article 6 as a formula plan,
         including the designation of the persons entitled to receive a grant of
         a Stock Option,  the Stock Option price,  the number of shares that are
         granted under a Stock  Option,  and the timing of the grant or exercise
         of Stock  Options,  (or  otherwise  would  cause  Rule  16b-3 to become
         inapplicable)  may be made  within six (6) months of a prior  amendment
         which also affects one of those provisions.

Add new Article 6 as follows:


                                    ARTICLE 6
               NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN PROVISIONS

6.01.  Purpose.

         The purpose of this Article 6 is to provide a means whereby the Company
may,  through  the  grant of  Options  pursuant  to a  formula  to  non-employee
directors  of the  Company,  attract and retain  persons of ability as directors
(including directors who are also officers, but excluding directors who are also
employees) and motivate those directors to exert their best efforts on behalf of
the Company. In addition,  the formula limitation established under this Article
6  for  Stock  Option  awards  to  non-employee  directors  is to  maintain  the
disinterested status of the recipients.

6.02.  Number of Shares Available.

         Subject to the aggregate  number of shares of Common Stock provided for
under the Plan,  Stock Options shall be granted by the Company from time to time
to non-employee directors of the Company as provided in this Article 6.

6.03.  Terms and Conditions.

         All options granted under this Article 6 shall constitute Stock Options
and not Incentive Stock Options.

         Each Stock Option granted under this Article 6 shall be evidenced by an
agreement,  in form  approved  by the  Committee,  which shall be subject to the
following  expressed  terms and  conditions and to other terms and conditions as
the  Committee  may deem  appropriate,  including  those imposed by Section 5.10
following amendment of the Plan requiring shareholder approval.

         (a) Grant of Stock Option.  Subject to the  limitations  provided under
this  paragraph  (a) of Section  6.03,  Stock  Options  shall be granted to each
non-employee  director as follows: (i) a Stock Option for 5,000 shares of Common
Stock,  following the non-employee  director's  initial election to the Board of
Directors  of the  Company  and (ii) a Stock  Option for 5,000  shares of Common
Stock for each year thereafter during which the non-employee  director is either
reelected as a non-employee director or maintains that status. Each stock option
granted shall become fully vested and  exercisable  on the first  anniversary of
the date of grant. On the date this Plan is amended to include this
<PAGE>

Article 6,  subject to  restrictions  provided  at Section  5.10,  each  current
non-employee director shall be granted a Stock Option for shares of Common Stock
in an amount to be  determined  using the same  formula as is provided for under
the  preceding  sentence but based upon all election  and  re-elections  of that
non-employee  to the Board of  Directors of the Company (and for years for which
the  non-employee  director  maintained  membership on the Board) which occurred
prior to the  inclusion  of this  Article 6. After the  initial  grants,  future
grants  shall be made  annually  on the same date as the  annual  meeting of the
shareholders of the Company.  The maximum  aggregate  number of shares of Common
Stock which shall be granted under all Stock Options  granted under this Article
6 to any individual non-employee director is 50,000.

         (b) Stock  Option  Price.  The Stock  Option  price per share of Common
Stock shall be, as provided under Section 2.03, the fair market value of a share
of Common  Stock on the date the Stock  Option is granted  (but in no event less
than the par value if any).

         (c)  Exercise  in the  Event of Death or  Termination  of  Non-employee
Director Status. (1) If any Optionee shall die (i) while a non-employee director
of the  Company  (ii)  within  three (3) months of ceasing to be a member of the
Board of  Directors of the Company  other than for cause,  or (iii) within three
(3)  months  after the  Optionee's  resignation  or  removal  as a  non-employee
director of the Company because the Optionee is permanently and totally disabled
(as  determined  by the  Administrator)  the  Optionee's  Stock  Options  may be
exercised by the person or persons to whom the Optionee's rights under the Stock
Options pass by will or  applicable  law or if no person has that right,  by the
Optionee's  executors or  administrators,  at any time, or from time to time (50
share  increments),  within one (1) year of the date of the Optionee's  death if
(c)(1)(i) of this Section 6.03 is applicable and within one (1) year of the date
of the Optionee's  resignation or removal if (c)(1)(ii) or (iii) of this Section
6.03 is applicable,  but in no event later than the expiration date specified in
Section  2.04.  (2) If an  Optionee  (i)  resigns or is  removed by the  Company
because of  disability,  or (ii) resigns  because of retirement (s determined by
the  Administrator),  the Optionee may exercise the Optionee's  Stock Options at
any time, or from time to time (50 share increments), within one (1) year of the
date of the Optionee's  resignation  or removal,  but in no event later than the
expiration date specified in Section 2.04.  Except as provided by (1) and (2) of
this paragraph (c) of Section 6.03, if an Optionee  voluntarily  resigns without
cause or is involuntary  removed  without  cause,  the Optionee may exercise the
Optionee's  Stock  Options  at  any  time,  or  from  time  to  time  (50  share
increments),  within three (3) months of the date of the Optionee's  resignation
or removal,  but in no event later than the  expiration  date specified in other
portions of this Plan.  (4) If an Optionee  voluntarily  resigns for cause or is
involuntary  removed for cause,  the  Optionee's  Stock Options shall  terminate
immediately.

         (d) No Additional  Rights.  The Plan and any Stock Option granted under
the Plan shall not confer upon any  Optionee any right with respect to continued
membership on the Board of Directors of the Company, nor any other position with
the Company.

         (e) Other Terms. Except as modified under this Article 6, Stock Options
granted  to  non-employee  directors  of the  Company  shall be  subject  to the
provisions generally applicable to Stock Options under Article 2.

6.04.  Effective Date.

         The effective date of this Article 6 shall be February 5, 1996.

6.05.  Name.

         This  Article  of the  Plan  shall be  known  as the  "Long-Term  Stock
Investment Plan for Non-employee Directors."

                                      PROXY


                              COMFORCE CORPORATION
     SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeting of Stockholders

                               2001 Marcus Avenue
                          Lake Success, New York 11042

         The undersigned  hereby appoints Michael  Ferrentino and Christopher P.
Franco as Proxies, each with the power to appoint his or her substitute, to vote
all  of  the  shares  of  common  stock  of  COMFORCE  Corporation,  a  Delaware
corporation  (the  "Company"),  held of record by the  undersigned on the record
date,  December 15, 1995, at the annual  meeting of  stockholders  to be held on
February  5,  1996,  or any  adjournment  thereof,  as  directed  and,  in their

         Your vote for five  directors  may be  indicated  on the reverse  side.
Michael Ferrentino,  Dr. Glen Miller,  Richard Barber, Peter D. Matthy and Keith
Goldberg have been nominated for one year terms.Notice of Annual Meeting and set
forth in the Proxy Statement.

         Your vote for five  directors  may be  indicated  on the reverse  side.


Michael Ferrentino,  Dr. Glen Miller,  Richard Barber, Peter D. Matthy and Keith
Goldberg have been nominated for one year terms.


<PAGE>

     The Board of Directors  Recommends a Vote "For" all proposals.ever,  if you
execute and return the proxy  unmarked,  such votes will be voted FOR all of the
proposals. Please mark box p or x


     The Board of Directors  Recommends a Vote "For" all proposals. 

1. Election of Directors: (duly  nominated       Withheld for the following
   and named only on the reverse side of        (write the  nominee's name in
   this proxy)                                   the space below).

         FOR      Withheld
                   for all            _________________________________________
      

2.  Ratify issuance of stock

         FOR      Against  Abstain


3.  Ratify YEILD transactions

         FOR      Against  Abstain
         

4.  Amend Certificate of Incorporation

         FOR      Against  Abstain                            
5.  Amend Long-Term Stock Investment Plan

         FOR      Against  Abstain                  

6.Appointment  of  Independent  Auditors             
          FOR      Against  Abstain 
                                                     

When  shares  are held as joint  tenants,  both  should  sign.  When  signing as
attorney, executor,  administrator,  trustee or guardian, please give full title
as such. If a  corporation,  please sign in full  corporate name by President or
other authorized officer. If a partnership,  please sign in the partnership name
by authorized person.

         Dated: __________________________________________________, 199_

         -------------------------------------------------------------
                                    Signature

         -------------------------------------------------------------
                            Signature if held jointly




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