SECOND MODIFICATION AGREEMENT
                          -----------------------------


         DATE:             February 19, 1997
         ----

         PARTIES:          Borrower:        Employee Solutions, Inc.,
         -------                            an Arizona corporation

                           Borrower         2929 East Camelback Road,
                           Address:         Suite 220,
                                            Phoenix, Arizona 85016-4426

                           Bank:            Bank One, Arizona, NA,
                                            a national banking association

                           Bank             P.O. Box 71
                           Address:         Phoenix, Arizona 85001

RECITALS:
---------

         A.  Bank has  extended  to  Borrower  credit  ("Loan")  in the  current
principal amount of  $45,000,000.00  pursuant to the Loan Agreement dated August
1, 1996 ("Credit Agreement"), and evidenced by the Secured Promissory Note dated
August 1, 1996 ("Note").  The unpaid principal of the Loan as of the date hereof
is $43,500,000. 00.

         B. The Loan is secured by, among other things,  the Security  Agreement
dated August 1, 1996, as modified by the Letter  Agreement dated August 22, 1996
("Security  Agreement"),  between the Obligor (as defined therein) and Bank (the
agreements,  documents,  and  instruments  securing  the  Loan  and the Note are
referred to individually and collectively as the "Security Documents").

         C.  Bank and  Borrower  have  executed  and  delivered  previously  the
following  agreements  ("Modifications")  modifying  the terms of the Loan,  the
Note, the Credit  Agreement,  and/or the Security  Documents:  Letter  Agreement
dated August 22, 1996, and  Modification  Agreement  dated October 15, 1996. The
Note, the Credit Agreement,  the Security Documents, any arbitration resolution,
any  environmental   certification  and  indemnity  agreement,   and  all  other
agreements,  documents,  and  instruments  evidencing,  securing,  or  otherwise
relating to the Loan, as modified in the  Modifications,  are sometimes referred
to individually and collectively as the "Loan Documents".

         D.  Borrower  has  requested  that  Bank  modify  the Loan and the Loan
Documents as provided herein. Bank is willing to so modify the Loan and the Loan
Documents, subject to the terms and conditions herein.
<PAGE>
AGREEMENT:
----------

For good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, Borrower and Bank agree as follows:

1.       ACCURACY OF RECITALS.
         ---------------------

Borrower acknowledges the accuracy of the Recitals.

2.       MODIFICATION OF LOAN DOCUMENTS.
         -------------------------------

         2.1      The Loan Documents are modified as follows:

                  2.1.1  The  Commitment   Amount  (as  defined  in  the  Credit
Agreement)  is hereby  increased  from  $45,000,000.00  to  $60,000,000.00.  All
references in the Loan Documents to the Commitment Amount are hereby modified to
refer to the increased Commitment Amount of $60,000,000.00.  Notwithstanding the
preceding,  with respect to the increased  Commitment Amount of  $15,000,000.00,
Bank  and  Borrower  agree  that  until  such  time  that  Bank has  obtained  a
participant with respect to $10,000,000.00 of the increased Commitment Amount of
$15,000,000.00,  Bank shall have no  obligation  to disburse any portion of such
$10,000,000.00 amount.

                  2.1.2 Commencing February 1, 1998, the Commitment Amount shall
be automatically reduced by $3,000,000.00, and thereafter shall automatically be
reduced by $3,000,000.00  every calendar quarter until the Scheduled  Expiration
Date (as defined in the Credit Agreement).

                  2.1.3 As set  forth  in the  Schedule  of Terms in the  Credit
Agreement,  the Purpose of Advances is hereby  modified to add letters of credit
thereto.

                  2.1.4 The  following  new  entities  are  hereby  added to the
Security  Agreement as additional  Obligors,  and such entities hereby assign to
Bank, as security pledge to Bank, and grant to Bank, a security  interest in the
Collateral  (as  defined  therein)  to secure  the full and timely  payment  and
performance of the Obligations (as defined therein),  all in accordance with the
terms and conditions of the Security Agreement:

Employee Solutions of Alabama, Inc., an Alabama corporation
GCK Entertainment Services I, Inc., a Delaware corporation
Talent, Entertainment and Media Services, Inc., a Delaware corporation

In addition, all such new Obligors shall execute perfection certificates and UCC
financing statements as Bank shall require.
                                        2
<PAGE>
                  2.1.5  The   following   new  entities  are  hereby  added  as
Guarantors  for the Loan,  and  Borrower  shall  cause such  entities to execute
Bank's form of Continuing Guaranty of Payment:

Employee Solutions of Alabama, Inc., an Alabama corporation
GCK Entertainment Services I, Inc., a Delaware corporation
Talent, Entertainment and Media Services, Inc., a Delaware corporation

                  2.1.6 Bank hereby  consents to the guarantee to be provided by
Borrower  for Employee  Solutions  of Texas,  Inc. in order to satisfy the audit
requirements  of the State of Texas,  all as  outlined  in the  January 29, 1997
letter from Morris C. Aaron to the Bank.

         2.2 Each of the Loan  Documents is modified to provide that it shall be
a default or an event of default  thereunder  if  Borrower  shall fail to comply
with  any of the  covenants  of  Borrower  herein  or if any  representation  or
warranty  by Borrower  herein or by any  guarantor  in any  related  Consent and
Agreement of Guarantor(s) is materially incomplete,  incorrect, or misleading as
of the date hereof.

         2.3 Each  reference in the Loan  Documents to any of the Loan Documents
shall be a reference to such document as modified herein,

3.       RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.
         ----------------------------------------------

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to or interests
in property  granted as security in the Loan Documents  shall remain as security
for the Loan and the obligations of Borrower in the Loan Documents.

4.       BORROWER REPRESENTATIONS AND WARRANTIES.
         ----------------------------------------

Borrower represents and warrants to Bank:

         4.1 No default or event of default  under any of the Loan  Documents as
modified herein,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

         4.2  There  has  been  no  material  adverse  change  in the  financial
condition  of Borrower or any other person whose  financial  statement  has been
delivered  to Bank in  connection  with the Loan from the most recent  financial
statement received by Bank.

         4.3 Each and all representations and warranties of Borrower in the Loan
Documents are accurate on the date hereof.
                                        3
<PAGE>
         4.4 Borrower has no claims,  counterclaims,  defenses, or set-offs with
respect to the Loan or the Loan Documents as modified herein.

         4.5 The Loan  Documents as modified  herein are the legal,  valid,  and
binding obligation of Borrower,  enforceable against Borrower in accordance with
their terms.

         4.6  Borrower  is validly  existing  under the laws of the State of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this  Agreement  and the  performance  of the Loan
Documents as modified herein have been duly  authorized by all requisite  action
by or on behalf of Borrower. This Agreement has been duly executed and delivered
on behalf of Borrower.

5.       BORROWER COVENANTS.
         -------------------

         Borrower covenants with Bank:

         5.1  Borrower  shall  execute,   deliver,  and  provide  to  Bank  such
additional agreements, documents, and instruments as reasonably required by Bank
to effectuate the intent of this Agreement.

         5.2 Borrower fully,  finally,  and forever releases and discharges Bank
and  its  successors,  assigns,  directors,  officers,  employees,  agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or  equity,  that  Borrower  has or in the  future  may have,  whether  known or
unknown,  arising from events  occurring prior to the date of this Agreement and
in respect of the Loan, the Loan Documents,  or the actions or omissions of Bank
in respect of the Loan or the Loan Documents.

         5.3   Contemporaneously   with  the  execution  and  delivery  of  this
Agreement, Borrower has paid to Bank:

                  5.3.1 All accrued and unpaid  interest  under the Note and all
amounts,  other than interest and  principal,  due and payable by Borrower under
the Loan Documents as of the date hereof.

                  5.3.2 All of the  internal  and  external  costs and  expenses
incurred  by  Bank  in  connection  with  this  Agreement  (including,   without
limitation,  inside and outside  attorneys,  processing,  filing,  and all other
costs, expenses, and fees).

                  5.3.3 The increased  commitment fee on the portion of the Loan
that is fully committed, which may be advanced from the Loan.
                                        4
<PAGE>
         5.4   Contemporaneously   with  the  execution  and  delivery  of  this
Agreement, Borrower shall provide to Bank:

                  5.4.1 Corporate resolutions and/or secretary  certificates for
Borrower and each guarantor  authorizing the increased Commitment Amount and the
other matters set forth in this Agreement.

                  5.4.2 Such additional Loan Documents as may be required by the
terms of this Second  Modification  Agreement as provided in Section 2 above. If
necessary,  Borrower  agrees to cooperate with Bank in completing and delivering
all such documentation after the closing of this Second Modification Agreement.

6.       EXECUTION AND DELIVERY OF AGREEMENT BY BANK.
         --------------------------------------------

Bank shall not be bound by this Agreement until each of the following shall have
occurred: (i) Bank has executed and delivered this Agreement,  (ii) Borrower has
performed  all of  the  obligations  of  Borrower  under  this  Agreement  to be
performed  contemporaneously  with the execution and delivery of this Agreement,
(iii) each  guarantor(s) of the Loan, if any, has executed and delivered to Bank
a Consent and Agreement of Guarantor(s),  and (iv) if required by Bank, Borrower
and any  guarantor(s)  have  executed  and  delivered  to  Bank  an  arbitration
resolution, an environmental  questionnaire,  and an environmental certification
and indemnity agreement.

7.       ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
         ------------------------------------------------------------

The Loan  Documents  as modified  herein  contain the entire  understanding  and
agreement  of Borrower and Bank in respect of the Loan and  supersede  all prior
representations,  warranties,  agreements,  arrangements, and understandings. No
provision of the Loan Documents as modified  herein may be changed,  discharged,
supplemented,  terminated,  or waived  except  in a  writing  signed by Bank and
Borrower.

8.       BINDING EFFECT.
         ---------------

The Loan  Documents as modified  herein shall be binding upon,  and inure to the
benefit of, Borrower and Bank and their respective successors and assigns.

9.       CHOICE OF LAW.
         --------------

This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without giving effect to conflicts of law principles.
                                        5
<PAGE>
10.      COUNTERPART EXECUTION.
         ----------------------

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same  document.  Signature  pages  may be  detached  from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.

11.      ARBITRATION.
         ------------

         11.1 Binding Arbitration. Bank, Borrower and each guarantor executing a
Consent and  Agreement of  Guarantor(s)  with respect to this  Agreement  hereby
agree that all  controversies  and claims arising  directly or indirectly out of
this Agreement and the Loan Documents, shall at the written request of any party
be  arbitrated  pursuant to the  applicable  rules of the  American  Arbitration
Association.  The arbitration shall occur in the State of Arizona. Judgment upon
any award  rendered  by the  arbitrator(s)  may be entered  in any court  having
jurisdiction.  The Federal  Arbitration Act shall apply to the  construction and
interpretation of this arbitration agreement.

         11.2  Arbitration  Panel. A single  arbitrator  shall have the power to
render a maximum award of one hundred thousand  dollars.  When any party files a
claim in excess of this amount,  the  arbitration  decision shall be made by the
majority  vote of three  arbitrators.  No  arbitrator  shall  have the  power to
restrain any act of any party.

         11.3 Provisional Remedies,  Self Help and Foreclosure.  No provision of
Section 11.1 shall limit the right of any party to exercise self help  remedies,
to foreclose against any real or personal property collateral,  or to obtain any
provisional  or  ancillary  remedies  (including  but not limited to  injunctive
relief or the appointment of a receiver) from a court of competent jurisdiction.
At  Bank's  option,  it may  enforce  its right  under a  mortgage  by  judicial
foreclosure, and under a deed of trust either by exercise of power of sale or by
judicial  foreclosure.  The institution and maintenance of any remedy  permitted
above shall not  constitute a waiver of the rights to submit any  controversy or
claim to arbitration. The statute of limitations,  estoppel, waiver, laches, and
similar  doctrines which would otherwise be applicable in an action brought by a
party shall be applicable in any arbitration proceeding.

         DATED as of the date first above stated.

                               EMPLOYEE SOLUTIONS, INC., an Arizona
                               corporation

                               By: _____________________________________
                               Name: ___________________________________
                               Title: __________________________________
                                        6
<PAGE>
                               BANK ONE, ARIZONA, NA, a national banking
                               association

                               By: _____________________________________
                               Name: ___________________________________
                               Title: __________________________________
                                        7
<PAGE>
                    CONSENT AND AGREEMENT OF GUARANTOR(S) AND
                            MODIFICATION OF GUARANTY


         With respect to the Second  Modification  Agreement  dated February 19,
1997  ("Agreement"),  between Employee  Solutions,  Inc., an Arizona corporation
("Borrower") and Bank One, Arizona, NA, a national banking association ("Bank"),
the undersigned  (individually and, if more than one, collectively  "Guarantor")
agrees for the benefit of Bank as follows:

         1.  Guarantor  acknowledges  (i)  receiving  a copy of and  reading the
Agreement,  (ii) the  accuracy of the Recitals in the  Agreement,  and (iii) the
effectiveness  of (A) the  Continuing  Guaranty of Payment  dated August 1, 1996
("Guaranty"),  by the undersigned  for the benefit of Bank, as modified  herein,
and (B) any other agreements,  documents,  or instruments  securing or otherwise
relating  to the  Guaranty,  (including,  without  limitation,  any  arbitration
resolution  and  any  environmental   certification   and  indemnity   agreement
previously  executed and delivered by the undersigned),  as modified herein. The
Guaranty and such other  agreements,  documents,  and  instruments,  as modified
herein,  are  referred  to  individually  and  collectively  as  the  "Guarantor
Documents".  All capitalized  terms used herein and not otherwise  defined shall
have the meaning given to such terms in the Agreement.

         2. Guarantor consents to the modification of the Loan Documents and all
other matters in the Agreement.  Guarantor agrees to the arbitration  provisions
set forth in Section 11.1 of the Agreement.

         3. Guarantor fully,  finally,  and forever releases and discharges Bank
and  its  successors,  assigns,  directors,  officers,  employees,  agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities,  obligations, and suits of whatever kind or nature, in law
or  equity,  that  Guarantor  has or in the future  may have,  whether  known or
unknown,  arising from events  occurring prior to the date hereof and in respect
of the Loan,  the Loan  Documents,  the Guarantor  Documents,  or the actions or
omissions of Bank in respect of the Loan, the Loan  Documents,  or the Guarantor
Documents.

         4.  Guarantor  agrees that all  references,  if any,  to the Note,  the
Credit  Agreement,  the Deed of  Trust,  the  Security  Documents,  and the Loan
Documents  in  the  Guarantor  Documents  shall  be  deemed  to  refer  to  such
agreements, documents, and instruments as modified by the Agreement.

         5.  Guarantor  reaffirms  the  Guarantor  Documents and agrees that the
Guarantor  Documents  continue  in full force and  effect and remain  unchanged,
except as specifically  modified by this Consent and Agreement of  Guarantor(s).
Any property or rights to or  interests  in property  granted as security in the
Guarantor   Documents  shall  remain  as  security  for  the  Guaranty  and  the
obligations of Guarantor in the Guaranty.
                                        8
<PAGE>
         6.  Guarantor  represents  and  warrants  that the Loan  Documents,  as
modified by the  Agreement,  and the  Guarantor  Documents,  as modified by this
Consent  and  Agreement  of  Guarantor(s),  are the legal,  valid,  and  binding
obligations  of  Borrower  and the  undersigned,  respectively,  enforceable  in
accordance with their terms against Borrower and the undersigned, respectively.

         7.  Guarantor  represents  and warrants  that  Guarantor has no claims,
counterclaims,  defenses,  or off sets with respect to the  enforcement  against
Guarantor of the Guarantor Documents.

         8.  Guarantor  represents  and warrants that there has been no material
adverse change in the financial  condition of any Guarantor from the most recent
financial statement received by Bank.

         9. Guarantor agrees that this Consent and Agreement of Guarantor(s) may
be  executed  in one or more  counterparts,  each of which  shall be  deemed  an
original and all of which together  shall  constitute one and the same document.
Signature and  acknowledgment  pages may be detached from the  counterparts  and
attached  to a single copy of this  Consent and  Agreement  of  Guarantor(s)  to
physically form one document.

         10. The Guaranty is hereby modified to increase the principal amount of
indebtedness of Borrower to Bank from  $45,000,000.00 to $60,000,000.00,  as all
set forth in the Agreement.

DATED as of the date of the Agreement.

                                   LOGISTICS PERSONNEL CORP., a Nevada
                                   corporation

                                   By: ______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   EMPLOYEE SOLUTIONS OF TEXAS, INC.,
                                   a Texas corporation

                                   By: ______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________
                                        9
<PAGE>
                                   EMPLOYEE SOLUTIONS-EAST, INC., a Georgia
                                   corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   EMPLOYEE SOLUTIONS-MIDWEST, INC., a
                                   Michigan corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   ESI AMERICA, INC., a Michigan corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   ESI-MIDWEST, INC., a Nevada corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   EMPLOYEE SOLUTIONS OF CALIFORNIA, INC., a
                                   Nevada corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________
                                       10
<PAGE>
                                   EMPLOYEE  SOLUTIONS - OHIO, INC., an
                                   Indiana corporation,  formerly known
                                   as POKAGON OFFICE SERVICES, INC.

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   ESI RISK MANAGEMENT AGENCY, INC., an
                                   Arizona corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   EMPLOYEE SOLUTIONS OF ALABAMA, INC., an
                                   Alabama corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   GCK ENTERTAINMENT SERVICES I, INC., a
                                   Delaware corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________


                                   TALENT, ENTERTAINMENT AND MEDIA SERVICES,
                                   INC., a Delaware corporation

                                   By _______________________________________
                                   Name: ____________________________________
                                   Title: ___________________________________
                                       11