FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                            AND OTHER LOAN DOCUMENTS



         This FIFTH  AMENDMENT  TO LOAN AND  SECURITY  AGREEMENT  AND OTHER LOAN
DOCUMENTS (this "Amendment") is dated as of June 30, 1997 by and among BRENTWOOD
SERVICE GROUP,  INC., a New York  corporation,  COMPUTER  CONSULTANTS  FUNDING &
SUPPORT,  INC., a New York  corporation,  LABFORCE OF AMERICA,  INC., a New York
corporation, PRO UNLIMITED, INC., a New York corporation,  PROFESSIONAL STAFFING
FUNDING  &  SUPPORT,  INC.,  a New York  corporation,  TEMPORARY  HELP  INDUSTRY
SERVICING COMPANY,  INC., a New York corporation,  UNIFORCE INFORMATION SERVICES
OF TEXAS, INC., a New York corporation,  UNIFORCE MIS SERVICES OF GEORGIA, INC.,
a Georgia corporation,  UNIFORCE STAFFING SERVICES, INC., a New York corporation
(the foregoing, collectively,  "Borrowers" and individually, each a "Borrower"),
HELLER  FINANCIAL,  INC., a Delaware  corporation  (in its individual  capacity,
Heller"), for itself as Lender, and as Agent for Lenders ("Agent"), SUMMIT BANK,
a New Jersey banking  corporation,  as a Lender, and each Guarantor named in the
Loan Agreement (as hereinafter defined) after giving effect to this Amendment.

                                    RECITALS

                  WHEREAS,  Borrowers, Agent, Lenders and Guarantors are parties
to that  certain Loan and  Security  Agreement  dated as of December 8, 1995 (as
from time to time amended,  restated,  supplemented or otherwise  modified,  the
"Loan Agreement"; capitalized terms used but not otherwise defined herein having
the definitions provided therefor in the Loan Agreement); and

                  WHEREAS, the parties hereto desire to amend the Loan Agreement
and certain other Loan Documents on the terms and conditions herein set forth.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants  hereinafter  contained,  and  for  other  good  and  valuable
consideration, the parties hereto agree as follows:


1. LIMITED  CONSENT.  Subject to the terms and conditions set forth in SECTION 5
of this Amendment and notwithstanding the provisions of Section 7.12 of the Loan
Agreement,  Agent and Requisite  Lenders hereby consent to the  establishment of
PrO N.E., INC., a New York corporation ("PrO"), as a wholly-owned  Subsidiary of
PrO Unlimited,  Inc., and USSI-NE CORP., a New York Corporation  ("USSI"),  as a
wholly-owned Subsidiary of Uniforce Staffing Services, Inc.
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2.       AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS.

         (a) Subject to the terms and  conditions set forth in SECTION 5 of this
Amendment, the Loan Agreement is hereby amended as follows:

                  (i)  The  text  "(or  any  amendment  of this  Agreement)"  is
         inserted  immediately  after the text  "this  Agreement"  contained  in
         clause (a) of the definition of Revolving Loan  Commitment set forth in
         Section 1.1 of the Loan Agreement.

                  (ii)  The text  "(or  any  amendment  of this  Agreement)"  is
         inserted  immediately  after the text  "this  Agreement"  contained  in
         clause  (a) of the  definition  of Term  Loan  Commitment  set forth in
         Section 1.1 of the Loan Agreement.

                  (iii) The text of subsection  2.1(A) of the Loan  Agreement is
         replaced with the following text:

                  "TERM  LOAN.  Subject  to the  terms  and  conditions  of this
                  Agreement  and  in  reliance  upon  the   representations  and
                  warranties  of Holdings and Borrowers  herein set forth,  each
                  Lender, severally, agrees to advance to Borrowers, on June 30,
                  1997, its Pro Rata Share of the Term Loan. After giving effect
                  to  such  advances,  the  Term  Loan  shall  have  an  initial
                  aggregate  outstanding  balance of  $6,000,000.  The Term Loan
                  shall be  funded  in one  drawing  and  shall  be a joint  and
                  several  obligation of Borrowers.  Amounts borrowed under this
                  SUBSECTION  2.1(A)  and  repaid  may  not be  reborrowed.  The
                  principal  amount  of  the  Term  Loan  shall  be  payable  in
                  thirty-six (36)  consecutive  installments on the first day of
                  each month of each calendar year,  commencing  August 1, 1997,
                  in amount of (i) $166,667 (or such lesser  principal amount as
                  shall then be outstanding)  for the first  thirty-five of such
                  installments  and (ii) $166,655  (or, if  different,  the then
                  remaining  balance  of the  Term  Loan)  for  the  final  such
                  installment (each, a "Scheduled Installment")."

                  (iv) The text "$32,000,000"  contained in subsection 2.1(B) of
         the Loan Agreement is replaced with the text "$40,000,000".

                  (v) The  first  sentence  of  subsection  2.2(A)  of the  Loan
         Agreement is replaced with the following text:

                  "The Loans and all other  Obligations shall bear interest from
                  the date such Loans are made or such other Obligations  become
                  due to the date paid at a rate per annum equal to (i)

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                  in the case of Base Rate  Loans,  (a) the Base Rate  minus one
                  quarter of one percent  (.25%) with  respect to the  Revolving
                  Loan,  and (b) the Base Rate with respect to the Term Loan and
                  (ii) in the case of LIBOR Rate Loans,  (a) the LIBOR Rate plus
                  one and  three-quarters of one percent (1.75%) with respect to
                  the  Revolving  Loan and (b) the LIBOR  Rate plus two  percent
                  (2.00%)  with  respect to the Term Loan  (each,  an  "Interest
                  Rate")."

                  (vi) The text of subsection  2.3(A) of the Loan  Agreements is
         replaced with the following text:

                  "CLOSING FEE.  Borrowers shall pay to Agent, for the ratable
                  benefit of the Lenders, on June 30, 1997, a closing fee of
                  $41,250."

                  (vii) The text "one-half of one percent  (.50%)"  contained in
         subsection  2.3(B)  of the Loan  Agreement  is  replaced  with the text
         "three-eighths of one percent (.375%)".

                  (viii) The text of subsection  2.3(E) of the Loan Agreement is
         replaced with the following text:

                  "COLLATERAL MONITORING FEE.  On June 30, 1997 and on the
                  first day of each calendar quarter thereafter, commencing
                  October 1, 1997, Borrowers shall pay to Agent, for its own
                  account, a nonrefundable collateral monitoring fee of $6,250."

                  (ix) The text  "December 1, 1998"  contained in Section 2.5 of
         the Loan Agreement is replaced with the text "June 30, 2000".

                  (x) The text "$1,250,000" contained in Section 6.4 of the Loan
         Agreement is replaced with the text "$1,600,000".

                  (xi) The text "$1,500,000"  contained in clause (c) of Section
         7.1 of the Loan Agreement is replaced with the text "$1,800,000".

                  (xii)  The  text  "$2,500,000"  in  each  place  contained  in
         subclause  (i)(y) of subsection  7.6(B)(9) of the Loan  Agreement is in
         each case replaced with the text $2,000,000".

         (b) The  Guaranty is hereby  amended by  including  PrO and USSI in the
definition of "Guarantors" contained therein.


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         (c) The Guarantor Security Agreement is hereby amended by including PrO
and USSI in the definition of "Grantors" contained therein.

         (d) The Pledge Agreement is hereby amended by (i) including the capital
stock of PrO and USSI in the definition of "Pledged  Shares"  contained  therein
and (ii)  including  PrO and USSI in the  definition of  "Subsidiary"  contained
therein.

         (e) The Loan Documents are hereby amended by inserting into each of the
applicable  schedules to the Loan  Documents  the  information  contained in the
corresponding supplemental schedules attached hereto.

3.       UNDERSTANDINGS.

         (a) By its execution and delivery hereof,  each of PrO and USSI agrees,
from  and  after  the date  hereof,  to be a party  to the  Guaranty,  Guarantor
Security  Agreement  and Loan  Agreement  and,  as such,  to  assume  all of its
obligations  under the Loan Documents to which it is a party, and to make and be
bound by all of the representations, warranties, covenants, terms and conditions
of the Guaranty, Guarantor Security Agreement and Loan Agreement as if it were a
direct signatory thereto, all of which representations,  warranties,  covenants,
terms and conditions are incorporated herein by this reference.

         (b) By its execution and delivery hereof,  each Person which was a Loan
Party prior to the date hereof hereby  reaffirms the validity of its obligations
under the Loan Documents to which it is a party and acknowledges and agrees that
each of PrO and USSI  shall  hereafter  be parties  to the  Guaranty,  Guarantor
Security  Agreement  and Loan  Agreement  and  shall be bound by the  terms  and
conditions  of each  such  Loan  Document  as if each  were a  direct  signatory
thereto.

         (c) By its execution and delivery hereof, each Pledgor under the Pledge
Agreement  confirms  that the capital  stock of PrO and USSI shall be subject to
the terms and conditions of the Pledge Agreement.

4.  REPRESENTATIONS  AND  WARRANTIES.  The Loan  Parties  jointly and  severally
represent  and warrant to Agent and Lenders  that the  execution,  delivery  and
performance  by each Loan Party of this  Amendment are within each such Person's
corporate  powers,  have been duly authorized by all necessary  corporate action
(including, without limitation, all necessary shareholder approval) of each such
Person, have received all necessary governmental approvals,  and do not and will
not  contravene  or conflict  with any  provision of law  applicable to any such
Person,  the  certificate  or  articles of  incorporation  or bylaws of any such
Person,  or any  order,  judgment  or  decree  of any  court or other  agency of
government or any contractual  obligation binding upon any such Person; and this
Amendment, the Loan Agreement, as amended hereby, and each Loan Document is the

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legal,  valid  and  binding  obligation  of  each  Loan  Party,  as  applicable,
enforceable against each such Person in accordance with its terms.

5. CONDITIONS.  The  effectiveness of the amendments stated in this Amendment is
subject to satisfaction of the following conditions:

         (a) On or prior to the date  hereof  (except as set forth in clause (v)
below),  the following  conditions shall have been satisfied in a manner, and in
form and substance, as the case may be, reasonable acceptable to Agent:

                  (i) AMENDMENT. This Amendment shall have been duly executed by
         all parties hereto and delivered to Agent.

                  (ii) NOTES.  The Amended  Revolving Notes and the Amended Term
         Notes shall have been duly executed and delivered to Agent.

                  (iii) FINANCIAL  CONDITION  CERTIFICATE.  A certificate of the
         chief  financial  officer of  Borrower  Representative,  dated the date
         hereof,  shall have been duly executed and delivered to Agent,  stating
         that,  after  giving  effect to the  Loans  and the other  transactions
         contemplated  by the Loan Agreement,  as amended hereby,  each Borrower
         will remain  "solvent" (in accordance with the description of such term
         contained in Section 4.16 of the Loan Agreement.

                  (iv) SECRETARIES CERTIFICATES.  A certificate of the Secretary
         or an assistant  secretary  of each Loan Party,  dated the date hereof,
         shall have been duly executed and delivered to Agent,  stating that (i)
         the  certificate of  incorporation  and by-laws of such Loan Party,  as
         most  recently  delivered  to Agent,  and are in full  force and effect
         without  modification  or amendment  (provided that, in the case of PrO
         and USSI,  such  certification  shall be with  respect to the  attached
         by-laws and, to the extent state  certified  versions are  unavailable,
         attached non-state  certified  certificates of incorporation of PrO and
         USSI), (ii) the names and signatures of the officers of such Loan Party
         authorized to execute and deliver the Loan Documents to which such Loan
         Party  is a  party  are  set  forth  on  such  certificate,  (iii)  the
         resolutions  of the Board of Directors  of such Loan Party  authorizing
         and  approving  the  execution,  delivery and  performance  of the Loan
         Documents  to which it is a party are in full force and effect  without
         modification or amendment and are attached to such certificate and (iv)
         each Loan Party is in good standing and qualified to do business in its
         state of  incorporation,  the  state in which its  principal  places of
         business is located and in each jurisdiction  where the failure of such
         Loan Party to be so qualified  could  reasonably  be expected to have a
         Material Adverse Effect.

                  (v)  TENNESSEE  RECORDING  TAX.  A UCC-3  financing  statement
         amending the recording tax information contained in the UCC-1 financing
         statement filed in

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<PAGE>
         Tennessee as document number 498544 with respect to Brentwood, together
         with the related Sworn Statement of Apportionment, shall have been duly
         executed  and,  within three (3) days after the date  hereof,  properly
         filed on behalf of  Brentwood,  together  with payment of all necessary
         recording taxes, in the appropriate office in the State of Tennessee.

                  (vi) LEGAL  OPINIONS.  A legal  opinion of counsel to the Loan
         Parties,  as well as a legal  opinion of special  Tennessee  counsel to
         Brentwood,  each dated the date  hereof and in  substantially  the form
         previously  delivered  by such  counsel to Agent,  shall have been duly
         executed and delivered to Agent.

                  (vii)  SCHEDULES.   Agent  shall  have  received  supplemental
         schedules to the Loan Documents  containing all information required to
         be reflected on the  schedules to the Loan  Documents in respect of PrO
         and USSI  (and  Brentwood,  as  indicated  below),  including,  without
         limitation, Schedules 4.1(B), 4.6 (as to Brentwood) and 4.7 of the Loan
         Agreement, Schedule II of the Guarantor Security Agreement and Schedule
         I of the Pledge Agreement.

                  (viii)   PLEDGED   SHARES.    Original   stock    certificates
         representing all of the issued and outstanding capital stock of PrO and
         USSI shall have been duly  executed and  delivered  to Agent,  together
         with undated stock powers therefor duly endorsed in blank.

                  (ix) INTELLECTUAL PROPERTY  ASSIGNMENTS.  To the extent PrO or
         USSI  maintains  any  copyrights,   patents,  trademarks  or  licenses,
         Intellectual  Property Assignments with respect thereto shall have been
         duly executed and delivered to Agent.

                  (x) UCC FILINGS.  Executed  UCC-1  financing  statements  with
         respect to each jurisdiction in which PrO or USSI maintains Collateral,
         and with  respect to each  additional  name under  which  Brentwood  is
         registered  to do business in the State of  Tennessee,  shall have been
         duly  executed  and  delivered  to Agent,  such that,  after the filing
         thereof,  Agent, on behalf of Lenders, shall have a valid and perfected
         first  priority  security  interest in the  Collateral  purported to be
         covered thereby, subject only to permitted encumbrances.

                  (xi)  APPOINTMENT OF AGENT FOR SERVICE.  A letter (or letters)
         appointing  Olshan  Grundman  Frome  and  Rosenzweig  LLP as agent  for
         service  of  process  in the  State of New York on  behalf  of the Loan
         Parties  to and  including  the  Termination  Date shall have been duly
         executed and delivered to Agent.

                  (xii)  FEES.  The  Closing  Fee  and  the  initial  Collateral
         Monitoring  Fee  shall  have  been  delivered  to Agent in  immediately
         available funds.


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<PAGE>
                  (xiii)  OPENING  AVAILABILITY.  After  giving  effect  to  the
         consummation  of the  transactions  contemplated  hereunder on the date
         hereof and the payment by  Borrowers  of all costs,  fees and  expenses
         relating  thereto,  the Maximum  Revolving Loan Amount on the such date
         shall  exceed the  principal  balance of the  Revolving  Loans plus the
         Letter of Credit Reserve by at least $5,000,000.

                  (xiv)  SYNDICATION.  On or prior to the date  hereof,  Lenders
         other  than  Heller  shall  have  Total  Loan  Commitments  of at least
         $11,000,000 in the aggregate.

                  (xv) NO DEFAULT. No Default or Event of Default under the Loan
         Agreement, as amended hereby, shall have occurred and be continuing.

                  (xvi)  WARRANTIES  AND  REPRESENTATIONS.  The  warranties  and
         representations  of each Loan Party  contained in this  Amendment,  the
         Loan Agreement,  as amended hereby,  and the other Loan Documents shall
         be true and  correct  as of the date  hereof,  with the same  effect as
         though made on such date, except to the extent that such warranties and
         representations expressly relate to an earlier date, in which case such
         warranties and  representations  shall have been true and correct as of
         such earlier date.

                  (xvii)  OTHER  DOCUMENTS.  Such other  documents  as Agent may
         reasonably  request for a secured  financing  transaction of the nature
         contemplated by the Loan Documents.

         (b) As soon as  possible  and, in any event,  within ten (10)  Business
Days after the date hereof,  the following  conditions shall have been satisfied
in a  manner,  and in  form  and  substance,  as the  case  may  be,  reasonable
acceptable to Agent:

                  (i)  BLOCKED  ACCOUNT  AGREEMENTS.  To the  extent PrO or USSI
         maintains any depository  accounts,  Blocked  Account  Agreements  with
         respect  thereto shall have been duly  executed by all parties  thereto
         and delivered to Agent.

                  (ii)  LANDLORD'S  WAIVERS AND  CONSENTS.  To the extent PrO or
         USSI  maintains  any  lease  with  respect  to its  principal  place of
         business or any location of books and records relating to its business,
         such  Loan  Party  shall use its best  efforts  to  deliver  to Agent a
         landlord's  waiver and consent duly executed by all applicable  parties
         with respect to such lease.

                  (iii) INSURANCE POLICIES AND ENDORSEMENTS. Copies of insurance
         policies of PrO and USSI, with duly executed endorsements naming Agent,
         on  behalf of  Lenders,  as loss  payee on all  property  and  casualty
         policies of PrO and USSI and naming  Agent and each  Lender  additional
         insured  on all  liability  policies  of PrO and USSI,  shall have been
         delivered to Agent.

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<PAGE>
                  (iv)  CHARTER  AND  GOOD  STANDING.  Certified  copies  of the
         certificates  of  incorporation  of PrO and  USSI  (to the  extent  not
         provided  pursuant to  subclause  (a)(iv)  above),  together  with good
         standing  certificates  from the respective states of incorporation and
         the respective states in which the principal places of business of each
         such Loan Party is located  and from all  states  where the  failure of
         such Loan Party to be so qualified could reasonably be expected to have
         a Material Adverse Effect, shall have been delivered to Agent.

                  (v)  OTHER  DOCUMENTS.  Such  other  documents  as  Agent  may
         reasonably  request for a secured  financing  transaction of the nature
         contemplated by the Loan Documents.

6. CONTINUING LOANS.  Notwithstanding this Amendment, the Loans owing to Lenders
by Borrowers  under the Loan  Agreement  that remain  outstanding as of the date
hereof shall constitute  continuing  Obligations of all Borrowers under the Loan
Agreement and shall continue to be secured by the Collateral, and this Amendment
shall not be deemed to  evidence  or result  in a  novation,  or  repayment  and
reborrowing, of such Loans.

7.       MISCELLANEOUS.

         (a)  CAPTIONS.   Section  captions  used  in  this  Amendment  are  for
convenience only, and shall not affect the construction of this Amendment.

         (b) GOVERNING  LAW. THIS  AMENDMENT  SHALL BE A CONTRACT MADE UNDER AND
GOVERNED  BY THE LAWS OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO  CONFLICT OF
LAWS  PRINCIPLES.  Whenever  possible each provision of this Amendment  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  Amendment  shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Amendment.

         (c)  COUNTERPARTS.  This  Amendment  may be  executed  in any number of
counterparts  and by the different  parties on separate  counterparts,  and each
such counterpart  shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

         (d) SUCCESSORS AND ASSIGNS.  This Amendment  shall be binding upon, and
shall inure to the sole  benefit of the Loan  Parties,  Agent and  Lenders,  and
their  respective  successors and assigns;  provided that no Loan Party shall be
entitled to assign its rights or obligations hereunder without the prior written
consent of Agent and Lenders.

         (e)  REFERENCES.  Any reference to the Loan Agreement  contained in any
notice,  request,  certificate,  or other document executed concurrently with or
after the execution

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and delivery of this Amendment shall be deemed to include this Amendment  unless
the context shall otherwise require.

         (f) CONTINUED EFFECTIVENESS. Notwithstanding anything contained herein,
the terms of this  Amendment  are not  intended  to and do not serve to effect a
novation as to the Loan Agreement;  instead,  it is the express intention of the
parties  hereto to reaffirm the  Indebtedness  created under the Loan  Agreement
which  is  evidenced  by the  Notes  and  secured  by the  Collateral.  The Loan
Agreement,  as amended hereby, and each of the other Loan Documents shall remain
in full force and effect.

         (g) COSTS.  EXPENSES AND INDEMNITY.  Borrowers  affirm and  acknowledge
that Section 10.1 and Section 10.2 of the Loan Agreement apply to this Amendment
and the transactions and agreements and documents  contemplated  hereunder,  and
the Loan Parties affirm and acknowledge  their obligation to reimburse Agent for
the costs and expenses  incurred in connection  with lien searches  conducted on
behalf of Agent pursuant to this Amendment.

                            [signature pages follow]


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         IN WITNESS WHEREOF, this Fifth Amendment to Loan and Security Agreement
and Other Loan  Documents has been duly executed and delivered as of the day and
year first above written.


                             BORROWERS:                                  
                                                                         
                             COMPUTER CONSULTANTS                        
                               FUNDING & SUPPORT, INC. LABFORCE OF       
                             AMERICA, INC. PRO UNLIMITED, INC.           
                             PROFESSIONAL STAFFING                       
                               FUNDING & SUPPORT, INC.                   
                             TEMPORARY HELP INDUSTRY                     
                               SERVICING COMPANY, INC.                   
                             UNIFORCE INFORMATION SERVICES               
                               OF TEXAS, INC.                            
                             UNIFORCE MIS SERVICES OF GEORGIA, INC.      
                             UNIFORCE STAFFING SERVICES, INC.            
                                                                         
                                                                         
                             By:                                         
                             Title: Vice President                       
                                                                         
                             BRENTWOOD SERVICE GROUP, INC.               
                                                                         
                             By:                                         
                             Title: President                            
                             
                             
                             GUARANTORS:                           
                             BRANNON & TULLY, INC.                 
                             E.O. OPERATIONS CORP.                 
                             E.O. SERVICING CO., INC.              
                             PRO N.E., INC.                        
                             STAFFING INDUSTRY FUNDING &           
                               SUPPORT, INC.                       
                             TEMPFUNDS INTERNATIONAL, INC.         
                             THISCO OF CANADA, INC.                
                             UNIFORCE INFORMATION SERVICES, INC.   
                             UNIFORCE MEDICAL OFFICE SUPPORT, INC. 
                             UNIFORCE PAYROLLING SERVICES, INC.    
                             UNIFORCE SERVICES, INC.               


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<PAGE>
USI, INC. OF CALIFORNIA
USSI-NE CORP.
UTS OF DELAWARE, INC.
UTS CORP. OF MINNESOTA

By:
Title: Vice President


HELLER FINANCIAL, INC., as Agent and a Lender

By:
Title: Senior Vice President
Revolving Loan Commitment:
$28,509,880

Term Loan Commitment:
S 4,276,482

SUMMIT BANK, as a Lender


By:
Title: Vice President

Revolving Loan Commitment:
$11,490,120

Term Loan Commitment:
$ 1,723,518




                              [signature pages end]

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