AMENDED AND RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                             VENTURI PARTNERS, INC.
 
      Venturi Partners, Inc. (the "CORPORATION"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the "GCL"),
does hereby certify as follows:
 
      1. The name of the Corporation is Venturi Partners, Inc. and the
Corporation was originally incorporated under the name Personnel Group of
America, Inc.
 
      2. The original certificate of incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on July 7, 1995, a restated
certificate of incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on July 28, 1995, a second restated certificate
of incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on August 24, 1995, and a third restated certificate of
incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on August 1, 2003, which certificate was corrected by a
certificate of correction filed with the Secretary of State of the State of
Delaware on July 9, 2004 (as so corrected, the "THIRD RESTATED CERTIFICATE OF
INCORPORATION").
 
      3. This Amended and Restated Certificate of Incorporation (this
"CERTIFICATE") was duly approved by the Board of Directors of the Corporation
(the "BOARD OF DIRECTORS") and adopted by the stockholders of the Corporation in
accordance with Sections 242 and 245 of the GCL.
 
      4. Pursuant to Section 103(d) of the GCL, this Certificate shall become
effective at 9:30 a.m. (Eastern Time) on September 30, 2004 (the "EFFECTIVE
TIME").
 
      5. This Certificate restates, integrates and further amends the Third
Restated Certificate of Incorporation to read in its entirety as follows:
 
      First. The name of the corporation is COMSYS IT Partners, Inc. (the
"CORPORATION").
 
      Second. The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Company, The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.
 
      Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the GCL.
 
 
<PAGE>
 
      Fourth.
 
            (a) Authorized Capital Stock. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is one
hundred million (100,000,000), of which ninety-five million (95,000,000) shares,
par value $0.01 per share, shall be designated as "COMMON STOCK" and five
million (5,000,000) shares, par value $0.01 per share, shall be designated as
"PREFERRED STOCK". Subject to the terms of any serial designations for any
series of Preferred Stock, the number of authorized shares of Common Stock or
any series of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote, voting
together as a single class, irrespective of the provisions of Section 242(b)(2)
of the GCL or any corresponding provision hereafter enacted.
 
            (b) Common Stock.
 
                  (i) The holders of shares of Common Stock shall be entitled to
one vote for each such share on each matter properly submitted to the
stockholders on which the holders of shares of Common Stock are entitled to
vote. Except as otherwise required by law or this Certificate (including any
Preferred Stock Designation, as defined below) at any annual or special meeting
of the stockholders, holders of shares of Common Stock shall have the exclusive
right to vote for the election of directors and on all other matters properly
submitted to a vote of the stockholders. Notwithstanding the foregoing, except
as otherwise required by law or this Certificate (including a Preferred Stock
Designation), holders of shares of Common Stock shall not be entitled to vote on
any amendment to this Certificate (including any amendment to any Preferred
Stock Designation) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other such series,
to vote thereon pursuant to this Certificate (including any Preferred Stock
Designation).
 
                  (ii) No Cumulative Voting. The holders of shares of Common
Stock shall not have cumulative voting rights.
 
                  (iii) Dividends. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this Certificate, as it
may be amended from time to time, holders of shares of Common Stock shall be
entitled to receive such dividends and other distributions in cash, stock or
property of the Corporation when, as and if declared thereon by the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS") from time to time out of
assets or funds of the Corporation legally available therefor.
 
                  (iv) Liquidation, Dissolution, Etc. In the event of any
liquidation, dissolution or winding up (either voluntary or involuntary) of the
Corporation, after payment or provision for payment of the debts and other
liabilities of the Corporation and subject to the rights of the holders of
Preferred Stock in respect thereof, the holders of shares of Common Stock shall
be entitled to receive the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
held by them.
 
                                       2
<PAGE>
 
                  (v) No Preemptive Or Subscription Rights. No holder of shares
of Common Stock shall be entitled to preemptive or subscription rights.
 
            (c) Power To Sell And Purchase Shares. Subject to the requirements
of applicable law, the Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock herein or hereafter authorized to
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not greater consideration
could be received upon the issue or sale of the same number of shares of another
class, and as otherwise permitted by law. Subject to the requirements of
applicable law, the Corporation shall have the power to purchase any shares of
any class of stock herein or hereafter authorized from such persons, and for
such consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon the
purchase of the same number of shares of another class, and as otherwise
permitted by law.
 
            (d) Preferred Stock. Of the authorized Preferred Stock, 40,000
shares are designated Series A-1 Preferred Stock (the "SERIES A-1 PREFERRED
STOCK"). The rights, preferences and powers, and the qualifications, limitations
and restrictions thereon, granted to and imposed on the Series A-1 Preferred
Stock are set forth in Exhibit A to this Certificate. Except for the Series A-1
Preferred Stock, shares of Preferred Stock may be issued in one or more series
from time to time by the Board of Directors, and the Board of Directors is
expressly authorized to fix for each series such voting powers, full or limited,
or no voting powers and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations and restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such series and included in a certificate of designations
("PREFERRED STOCK DESIGNATION") filed pursuant to the GCL, in each case subject
to the terms of this Certificate including without limitation the following:
 
                  (i) the distinctive serial designation of such series which
shall distinguish it from other series;
 
                  (ii) the number of shares included in such series;
 
                  (iii) the dividend rate (or method of determining such rate)
payable to the holders of the shares of such series, any conditions upon which
such dividends shall be paid and the date or dates upon which such dividends
shall be payable;
 
                  (iv) whether dividends on the shares of such series shall be
cumulative and, in the case of shares of any series having cumulative dividend
rights, the date or dates or method of determining the date or dates from which
dividends on the shares of such series shall be cumulative;
 
                  (v) the amount or amounts which shall be payable out of the
assets of the Corporation to the holders of the shares of such series upon
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of the
shares of such series;
 
                                       3
<PAGE>
 
                  (vi) the price or prices at which, the period or periods
within which and the terms and conditions upon which the shares of such series
may be redeemed, in whole or in part, at the option of the Corporation or at the
option of the holder or holders thereof or upon the happening of a specified
event or events;
 
                  (vii) the obligation, if any, of the Corporation to purchase
or redeem shares of such series pursuant to a sinking fund or otherwise and the
price or prices at which, the period or periods within which and the terms and
conditions upon which the shares of such series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;
 
                  (viii) whether or not the shares of such series shall be
convertible or exchangeable, at any time or times at the option of the holder or
holders thereof or at the option of the Corporation or upon the happening of a
specified event or events, into shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation, and the price or prices or rate or rates of exchange or conversion
and any adjustments applicable thereto; and
 
                  (ix) whether or not the holders of the shares of such series
shall have voting rights, in addition to the voting rights provided by law, and
if so the terms of such voting rights.
 
      Fifth. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
 
            (a) Board of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. Election
of directors need not be by written ballot unless the By-Laws of the Corporation
(the "BY-LAWS") so provide.
 
            (b) Number of Directors. The number of directors constituting the
Board of Directors shall not be less than nine (9) nor more than thirteen (13),
the exact number of which shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the Whole
Board. Effective immediately after the Effective Time, the Board of Directors
shall consist of nine (9) directors, which directors shall be the four (4) Group
A Directors and the five (5) Group B Directors specified below:
 
<TABLE>
<CAPTION>
Group A Directors              Group B Directors
-----------------              -----------------
<S>                            <C>
Larry L. Enterline             Frederick W. Eubank II
Victor E. Mandel               Ted A. Gardner
Christopher R. Pechock         Scott B. Perper
Elias J. Sabo                  Arthur C. Roselle
                               Michael T. Willis
</TABLE>
 
"WHOLE BOARD" means the number of directors the Corporation would have if there
were no vacancies.
 
                                       4
<PAGE>
 
            (c) Nomination of Directors. During the period commencing
immediately after the Effective Time and ending on the third anniversary of the
Effective Time (the "SPECIAL VOTING PERIOD"), prior to each annual meeting of
stockholders and subject to the nomination and qualification requirements of
Section 3.2 of the By-Laws, the Corporation's nominees for directors to be
elected at such meeting (other than nominees selected pursuant to the Voting
Agreement dated as of September 30, 2004, by and among the Corporation and the
stockholders of the Company named therein, as the same may be amended from time
to time (the "VOTING AGREEMENT")), shall be selected as set forth in Section
3.2(b) of the Bylaws.
 
            (d) Vacancies and Newly Created Directorships. During the Special
Voting Period, newly created directorships resulting from an increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, retirement, disqualification, removal or other cause shall
be filled solely as provided in Section 3.2 of the By-Laws and not by the
stockholders.
 
            (e) Preferred Stock: Directors. Notwithstanding any other provision
of this Article Fifth, and except as otherwise required by law, whenever the
holders of one or more series of Preferred Stock shall have the right, voting
separately by class or series, to elect one or more directors, the term of
office, the filling of vacancies, the removal from office and other features of
such directorships shall be governed by the terms of such series of Preferred
Stock as set forth in this Certificate (including any Preferred Stock
Designation).
 
            (f) Powers. In addition to the powers and authority hereinbefore or
by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the GCL,
this Certificate, and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the stockholders shall invalidate
any prior act of the directors which would have been valid if such By-Laws had
not been adopted.
 
      Sixth. No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL as the same exists or may hereafter be
amended. If the GCL is amended hereafter to authorize corporate action further
eliminating or limiting the liability of directors, then the liability of a
director of the Corporation to the Corporation or its stockholders shall be
eliminated or limited to the fullest extent authorized by the GCL, as so
amended. Any repeal or amendment of this Article Sixth by the stockholders of
the Corporation or by changes in law, or the adoption of any other provision of
this Certificate inconsistent with this Article Sixth, will, unless otherwise
required by law, be prospective only (except to the extent such amendment or
change in law permits the Corporation to further limit or eliminate the
liability of directors on a retroactive basis than permitted prior thereto) and
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal, amendment or adoption of such
inconsistent provision with respect to acts or omissions occurring prior to such
repeal, amendment or adoption of such inconsistent provision.
 
                                       5
<PAGE>
 
      Seventh.
 
            (a) Each person who is or was made a party or is threatened to be
made a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "PROCEEDING") by reason of the fact that he or she
is or was a director or officer of the Corporation or, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter a "COVERED PERSON"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent, or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized or permitted by applicable
law, as the same exists or may hereafter be amended, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, ERISA excise taxes and penalties and amounts paid in settlement)
reasonably incurred or suffered by such Covered Person in connection with such
proceeding, and such right to indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except for proceedings to enforce rights to indemnification, the
Corporation shall indemnify a Covered Person in connection with a proceeding (or
part thereof) initiated by such Covered Person only if such proceeding (or part
thereof) was authorized by the Board. The right to indemnification conferred by
this Article Seventh shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any such proceeding in advance of its final disposition;
provided, however, that if the GCL requires, an advancement of expenses incurred
by a Covered Person in his or her capacity as an officer or director of the
Corporation (and not in any other capacity in which service was or is rendered
by such Covered Person, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such Covered Person, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Covered Person is not
entitled to be indemnified for such expenses under this Article Seventh or
otherwise.
 
            (b) The rights conferred on any Covered Person by this Article
Seventh shall not be exclusive of any other rights which any Covered Person may
have or hereafter acquire under law, this Certificate, the By-Laws, an
agreement, vote of stockholders or disinterested directors, or otherwise.
 
            (c) Any repeal or amendment of this Article Seventh by the
stockholders of the Corporation or by changes in law, or the adoption of any
other provision of this Certificate inconsistent with this Article Seventh,
will, unless otherwise required by law, be prospective only (except to the
extent such amendment or change in law permits the Corporation to provide
broader indemnification rights on a retroactive basis than permitted prior
thereto), and will not in any way diminish or adversely affect any right or
protection existing at the time of such repeal or amendment or adoption of such
inconsistent provision in respect of any act or omission occurring prior to such
repeal or amendment or adoption of such inconsistent provision.
 
                                       6
<PAGE>
 
            (d) This Article Seventh shall not limit the right of the
Corporation, to the extent and in the manner authorized or permitted by law, to
indemnify and to advance expenses to persons other than Covered Persons.
 
      Eighth. Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws.
 
      Ninth. In furtherance and not in limitation of the powers conferred upon
it by the laws of the State of Delaware, the Board of Directors shall have
concurrent power with the stockholders to adopt, amend, alter, add to or repeal
the By-Laws. Except as set forth in Article Twelfth hereof, the affirmative vote
of a majority of the Whole Board shall be required for the Board to adopt,
amend, alter, add to or repeal the By-Laws.
 
      Tenth. The Corporation hereby elects not to be governed by Section 203 of
the GCL pursuant to Section 203(b)(3) therein.
 
      Eleventh. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate and any other provisions
authorized by the laws of the State of Delaware in force at the time may be
added or inserted, in the manner now or hereafter prescribed in this
Certificate, the By-Laws or the GCL, and, except as set forth in Article
Seventh, all rights, preferences and privileges herein conferred upon
stockholders, directors or any other persons by or pursuant to this Certificate
are granted subject to such reservation.
 
      Twelfth. During the Special Voting Period, in addition to any other vote
or determination required by applicable law, this Certificate or the By-Laws:
 
            (a) Any Related Party Transaction between the Corporation and a
Significant Stockholder shall require the approval of the Board of Directors by
a vote of at least 75% of the Whole Board prior to the consummation of such
Related Party Transaction; and
 
            (b) The following matters shall require either (i) the approval of
the Board of Directors by vote of at least 75% of the Whole Board and approval
by the holders of a majority of the then issued and outstanding Common Stock
entitled to vote thereon, or (ii) the approval of the Board of Directors by vote
of a majority of directors at a meeting of the Board of Directors at which a
quorum is present and approval by the holders of at least 66 2/3% of the then
issued and outstanding shares of Common Stock entitled to vote thereon:
 
                  (i) a merger or consolidation involving the Corporation for
      which approval of the Corporation's stockholders is required under the
      GCL;
 
                  (ii) a sale, lease or exchange of all or substantially all of
      the Corporation's property and assets;
 
                  (iii) the liquidation or dissolution of the Corporation;
 
                                       7
 
<PAGE>
 
                  (iv) any amendment to this Certificate (other than any
      amendment that relates solely to the terms of one or more outstanding
      series of Preferred Stock if the holders of such affected series are
      entitled, either separately or together with the holders of one or more
      other such series, to vote thereon pursuant to this Certificate (including
      any Preferred Stock Designation)); and
 
                  (v) any amendment of Section 3.2 of the By-Laws.
 
      Thirteenth. The following definitions shall apply with respect to this
Certificate:
 
            (a) "RELATED PARTY TRANSACTION" shall mean any transaction required
to be disclosed by the Corporation pursuant to Item 404(a) of Regulation S-K,
but excluding any transaction or agreement in effect as of the Effective Time.
 
            (b) The term "CAPITAL STOCK" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article Fourth of
this Certificate of Incorporation; and the term "VOTING STOCK" shall mean the
Common Stock and any other Capital Stock which by its terms may be voted on all
matters submitted to stockholders of the Corporation generally.
 
            (c) The term "SIGNIFICANT HOLDER" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or any
Subsidiary or any trustee of or fiduciaries with respect to any such plan when
acting in such capacity) who is the Beneficial Owner of Voting Stock
representing thirty percent (30%) or more of the votes entitled to be cast by
the holders of all then outstanding shares of Voting Stock;
 
            (d) A person shall be a "BENEFICIAL OWNER" of any Capital Stock (A)
which such person or any of its Controlled or Controlling Affiliates owns,
directly or indirectly; (B) which such person or any of its Controlled or
Controlling Affiliates has, directly or indirectly, (1) the right to acquire
(whether such right is exercisable immediately or subject only to the passage of
time), pursuant to any agreement, arrangement or understanding (other than
customary arrangements with and between underwriters and selling group members
with respect to a bona fide public offering of securities) or upon the exercise
of conversion rights, exchange rights, warrants or options or otherwise, or (2)
the right to vote pursuant to any agreement, arrangement or understanding; or
(C) which are owned, directly or indirectly, by any other person with which such
person or any of its Controlled or Controlling Affiliates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Capital Stock. Notwithstanding anything in this
definition of Beneficial Ownership to the contrary (i) a person shall not be
deemed to be the beneficial owner of shares that such person has the right to
acquire upon the exercise of those certain rights or options set forth in that
certain Option Agreement dated as of July 19, 2004 by and among Wachovia
Investors, Inc. and the option holders party thereto unless and until such
rights or options are exercised by such person, and (ii) a person shall not be
deemed to be the beneficial owner of any other person's shares solely by virtue
of being a party to the Voting Agreement.
 
                                       8
 
<PAGE>
 
            (e) The term "CONTROLLED" or "CONTROLLING AFFILIATE" shall mean with
respect to a specified person, a person that directly or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, the person specified; provided that the Corporation and its Subsidiaries
shall not, and the executive officers or directors of the Corporation or any of
its Subsidiaries shall not, solely as a result of holding such office, be deemed
a "CONTROLLED OR CONTROLLING AFFILIATE" of a Significant Holder; and provided,
further, that for purposes of this definition, the term "control" (including the
terms "controlling," "controlled by" and "under common control with") shall mean
the possession direct or indirect, of the power to direct or cause the direction
of the management and policies of a person through the ownership of more than
fifty percent (50%) of the voting securities of such person or the ability to
otherwise designate a majority of the board of directors or managers of such
person.
 
            (f) The term "SUBSIDIARY" means any company or other entity of which
a majority of any class of equity security is beneficially owned by the
Corporation.
 
                                       9
 
<PAGE>
 
      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed in its name and on its behalf by David L. Kerr, its Senior Vice
President - Corporate Development, this 29th day of September, 2004.
 
                               VENTURI PARTNERS, INC.
 
                               By:    /s/ David L. Kerr
                                      -----------------
                               Name:  David L. Kerr
                               Title: Senior Vice President - Corporate
                                      Development