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                                                                    EXHIBIT 10.7

                     DATA PROCESSING RESOURCES CORPORATION
                             AMENDED AND RESTATED
                             EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 26,
1999, by and between DATA PROCESSING RESOURCES CORPORATION, a California
corporation ("DPRC"), and RICHARD E. EARLEY ("Employee"), with reference to the
following:

     A. DPRC and Employee are parties to that certain Employment Agreement
dated March 1, 1996, as amended pursuant to that certain Amendment to Employment
Agreement dated September 16, 1996 and that certain Addendum to Employment
Agreement dated September 2, 1997 (the "Prior Employment Agreement").

     B. DPRC and Employee now wish to amend and restate the Prior Employment
Agreement as set forth in this Agreement.

     NOW, THEREFORE, in consideration for the promises and obligations set forth
below, DPRC and Employee agree as follows:

1.   Employment and Term.
     -------------------

     1.1  DPRC agrees to continue to employ Employee, and Employee agrees to
          continue to be employed by DPRC, on the terms and conditions described
          below.

     1.2  The Prior Employment Agreement commenced on March 1, 1996 for a term
          of twenty (20) months.  By mutual agreement between DPRC and Employee,
          the term of the Prior Employment Agreement has continued through the
          present.  This Agreement shall be effective as of the date first set
          forth above (the "Effective Date") and shall, unless sooner terminated
          pursuant to the terms set forth below, terminate on the second
          anniversary of the Effective Date.  The period during which Employee
          is employed by DPRC hereunder is referred to as the "Term."  The Term
          shall be automatically extended for a period of twelve (12) additional
          months unless DPRC shall notify Employee in writing, not less than six
          (6) months prior to the end of the initial term or any extension
          thereof, of DPRC's intention that the Term not be extended.

2.   Duties.
     ------

     2.1  Employee shall serve as the President - Specialty Services Division of
          DPRC during the Term and shall devote his full-time efforts to such

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          duties and responsibilities as may be assigned to him from time to
          time by, and shall report to, the President and Chief Operating
          Officer of DPRC.

3.   Compensation.
     ------------

     3.1  As consideration for the performance of his duties and
          responsibilities hereunder, Employee shall be entitled to the
          compensation set forth on Exhibit "A" attached hereto and incorporated
          herein by this reference (the "Compensation").

     3.2  Employee understands and acknowledges that, except as otherwise set
          forth in this Agreement, the Compensation will constitute the full and
          exclusive consideration to be received by Employee for all services
          performed by Employee in connection with DPRC's employment of
          Employee, and for the performance of all his promises and obligations
          under this Agreement.

     3.3  Aside from the Compensation, DPRC may adopt, or continue in force,
          benefit plans for the benefit of its employees or certain of its
          employees which may include, but not be limited to, group life
          insurance, medical insurance, etc.   DPRC may terminate any or all
          such plans at any time and may choose not to adopt any additional or
          replacement plans.  Employee's rights under any benefit plans now in
          force or later adopted by DPRC shall be governed solely by the terms
          of such plans; provided, however, that in no event shall Employee's
          rights under any such benefit plans be less than those of any other
          senior executive officer of  DPRC.

4.   Duty to Devote Full Time and Avoid Conflict of Interest.   During the Term,
     -------------------------------------------------------
     Employee shall devote his full-time efforts to his duties as an employee of
     DPRC and shall not, directly or indirectly, engage or participate in any
     activities which are in conflict with the best interests of DPRC.

5.   Compliance with Rules and Regulations.   During the Term, Employee shall
     -------------------------------------
     comply with DPRC's  rules, regulations and practices, including but not
     limited to those rules concerning vacation and sick leave, as they may from
     time to time be adopted or modified, so long as they are uniformly applied
     to all employees.

6.   Non-competition and Non-solicitation by Employee.
     ------------------------------------------------

     6.1  During the Term, Employee shall not engage in any activity competitive
          with or adverse to DPRC's business or welfare, whether alone, as a
          partner, or as an officer, director, employee or shareholder of any
          other corporation and shall not otherwise undertake planning for or
          the

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          organization of any business activity competitive with DPRC's business
          or combine or conspire with other employees or representatives of DPRC
          for the purpose of organizing any such competitive business activity;
          provided, however, that Employee may own up to one percent (1%) of the
          outstanding stock of any publicly traded corporation.

     6.2  It is understood that Employee will gain knowledge and make contacts
          with DPRC's customers and clients (sometimes collectively referred to
          in this Agreement as the "Clients" and individually as a "Client") and
          prospective clients of DPRC in the course of his employment.  In
          recognition of this understanding, Employee agrees as follows:

          (a)  For a period of two (2) years following the termination of his
               employment, Employee shall not interfere or attempt to interfere
               in any way with any existing relationships of DPRC with any
               Client with whom DPRC has participated in at least one project or
               placement within the two (2) years prior to the termination of
               his employment, and shall not solicit, divert or take away or
               attempt to solicit, divert or take away any business of DPRC that
               is either under contract or in negotiation at the time of the
               termination of his employment.

          (b)  For a period of two (2) years following the termination of his
               employment, Employee shall not interfere or compete in any way
               with any proposal efforts of DPRC already in progress (that is, a
               proposal sent to or being then currently developed for a specific
               Client or potential client of DPRC) at the time of the
               termination of his employment.

          (c)  For a period of two (2) years following the termination of his
               employment, Employee shall not make use, in a manner competitive
               with the business of DPRC, of any of his personal relationships
               or business contacts developed during his employment or prior to
               his employment.

          (d)  For a period of two (2) years following the termination of his
               employment, Employee shall not induce, solicit or influence or
               attempt to induce, solicit or influence any person who is engaged
               as an employee or otherwise by DPRC, to terminate his or her
               employment or other engagement with DPRC.

7.   Trade Secrets of Dprc.  Employee acknowledges and understands that during
     ---------------------
     his employment, he will have access to and will utilize and review
     information which constitutes valuable, important and confidential trade
     secrets, as that term

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     is interpreted under the Uniform Trade Secrets Act (California Civil Code
     Section 3426 et seq.) and/or confidential and proprietary material and
                  -- ---
     information of or relating to the business of DPRC necessary for the
     successful conduct of DPRC's business. This information includes, but is
     not limited to: (a) listings of and data regarding the Clients (past and
     current); (b) information regarding potential customers and clients; (c)
     data relating to the personnel, supervisory structure and procedures of the
     Clients; (d) information regarding specific computer technician staffing
     needs of the Clients; (e) information as to the identity, whereabouts,
     capabilities and availability of contractors in DPRC's database; (f)
     information regarding bidding, billing and pricing practices; (g)
     information regarding the nature and type of services rendered to the
     Clients; and (h) other methodologies, computer programs, employee and
     contractor resumes, employee databases, processes, compilations of
     information, results of proposals, job notes, reports and records (all of
     which information is sometimes referred to in this Agreement as the
     "Secrets"). The foregoing notwithstanding, Secrets shall not include
     information or data which is (i) in the public domain, (ii) generally known
     in the information technology staffing services industry, (iii) already
     known to Employee as of the date he began his employment with DPRC, or (iv)
     rightfully disclosed to Employee outside of the scope of his employment
     with DPRC by a third party not under a duty of confidentiality to DPRC.
     Employee understands further that the Secrets have been and will be
     accumulated by Employee and other personnel at DPRC at considerable expense
     to DPRC (including but not limited to compensation paid to DPRC personnel
     dealing with the Secrets and the Clients), and that DPRC has and will
     continue to expend its resources in order to maintain actively and
     vigorously the confidentiality of the Secrets, as such information is
     extremely valuable to DPRC, and well worth the expense of enforcement and
     preservation of such confidentiality. Accordingly, Employee agrees as
     follows:

          (a)  All of the Secrets shall be safeguarded and treated as
               confidential by Employee.

          (b)  Any and all data, notes, letters, computer programs and data,
               reports, telephone records and all other written documentation
               relating to the business of DPRC (including but not limited to
               the Secrets) that may be collected, compiled, written, reviewed
               or conceived by Employee from or by reason of services performed
               by Employee for DPRC shall become the absolute property of DPRC,
               and Employee shall not assert or establish a claim for any
               statutory or common law right or any other possessory or
               proprietary right with respect to any of the above.

          (c)  Employee shall hold the Secrets in strictest confidence and shall
               not (i) disclose any Secrets to any person, corporation, firm, or

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               other entity, either during the Term or thereafter, or (ii) use
               any Secrets in Employee's subsequent business or employment
               without the prior express written authorization of DPRC;
               provided, however, that Employee may disclose Secrets to the
               extent required to do so by a subpoena lawfully issued in a
               judicial proceeding or arbitration.

          (d)  Employee shall not otherwise commit any act which shall
               compromise the confidentiality of any Secrets, including but not
               limited to making a copy of such property (whether electronic,
               paper or otherwise) without the prior express written
               authorization of DPRC.


8.   CONFIDENTIAL INFORMATION OF CLIENTS.  All ideas, concepts, information and
     -----------------------------------
     written material disclosed to Employee by DPRC, or acquired from any
     Client, and all financial, accounting, statistical, personnel, and business
     data and plans of the Clients, are and shall remain the sole and exclusive
     property and proprietary information of DPRC, or such Client, as the case
     may be, and are disclosed in confidence by DPRC or permitted to be acquired
     from the Clients in reliance on Employee's agreement to maintain them in
     confidence and not to use or disclose them to any other person except in
     furtherance of DPRC's business.

9.   RETURN OF INFORMATION.  At the time of the termination of his employment,
     ---------------------
     Employee shall  deliver promptly to DPRC all notes, books, electronic data
     (regardless of storage media), correspondence and other written or
     graphical records (including all copies thereof) in Employee's possession
     or under Employee's control relating to any business, work, Clients or any
     other aspect of DPRC, whether or not containing any Secrets, including but
     not limited to each original and all copies of all or any part thereof.

10.  COOPERATION.    Both during the Term and thereafter, Employee shall sign
     -----------
     all papers, give evidence and testimony and, at DPRC's expense, perform all
     acts which, in DPRC's opinion, are necessary, proper or expedient to carry
     out and fulfill the purposes and intents of this Agreement.

11.  REMEDIES; INJUNCTIVE RELIEF.  Employee acknowledges and agrees that, in the
     ---------------------------
     event of a breach or threatened breach by Employee of any of the provisions
     of this Agreement, DPRC shall be entitled to a preliminary and a permanent
     injunction in order to prevent or restrain any such breach by Employee or
     by Employee's partners, agents, representatives, servants, employers,
     employees, and/or any and all persons directly or indirectly acting for or
     with Employee, in addition to and not in limitation of any other rights,
     remedies, or damages

                                       5
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     available to DPRC at law or in equity.

12.  TERMINATION OF EMPLOYMENT.
     -------------------------

     12.1  DPRC may terminate Employee's employment at any time with "Cause" (as
           defined below). In the event that DPRC terminates Employee's
           employment with Cause, DPRC shall be obligated only to pay the base
           salary of the Compensation through the effective date of such
           resignation and, except as otherwise agreed in writing or as
           otherwise provided by this Agreement, DPRC shall have no further
           obligation to Employee under this Agreement by way of compensation or
           otherwise. Notwithstanding the foregoing, to the extent the grounds
           for any proposed termination with Cause are capable of being cured or
           remedied by Employee, DPRC shall not terminate Employee with Cause
           unless the Chief Executive Officer of DPRC has first counseled
           Employee as to how he could effect such cure or remedy and Employee
           is given at least thirty (30) days to do so. A determination of
           whether Employee has satisfactorily effected such cure or remedy
           shall be promptly made by a majority of the disinterested directors
           of the Board of Directors at the end of the period provided to
           Employee for such cure or remedy and such determination shall be
           final.

     12.2  DPRC may terminate Employee's employment at any time without Cause
           (as defined below) by giving Employee thirty (30) days' advance
           written notice of such termination. Employee may resign for Good
           Reason (as defined below) by giving DPRC thirty (30) days' advance
           written notice of such resignation. In the event that DPRC terminates
           Employee without Cause, or Employee resigns for Good Reason, DPRC
           shall pay to Employee the base salary of the Compensation and provide
           the same health and life insurance benefits through the effective
           date of such termination or resignation and, thereafter, until the
           earlier to occur of (i) the expiration of twelve (12) months after
           the effective date of such termination, (ii) the date upon which
           Employee becomes employed on a full-time basis (including but not
           limited to self-employment, but only if Employee holds himself out to
           the public as being a self-employed consultant or other businessman),
           or (iii) the date upon which Employee violates any of Sections 6
           through 10, inclusive. In addition, DPRC shall pay Employee, at such
           time following completion of the fiscal year-end audit when all other
           senior executive bonuses are paid, the pro-rated Incentive Bonus
           described in such Exhibit "A" to which Employee was entitled during
           his employment (which proration shall be based on a fraction, the
           numerator of which is the number of calendar days during the fiscal
           year during which Employee was employed prior to the effective date
           of such termination or resignation and the denominator of

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           which is 365). If DPRC's medical and/or life insurance plans do not
           allow Employee's continued participation in such plan or plans during
           the period described above, then DPRC shall pay to Employee, in
           monthly installments, from the date on which Employee's participation
           in such medical and/or life insurance, as applicable, is prohibited
           for the remainder of the time period described in the third sentence
           of this Section 12.2, the monthly premium or premiums which had been
           payable by DPRC with respect to Employee for such discontinued
           medical and/or life insurance, as applicable.

     12.3  Employee may resign without Good Reason at any time by giving DPRC
           forty-five (45) days' advance written notice of such resignation. In
           the event that Employee resigns without Good Reason, DPRC shall be
           obligated only to pay the base salary of the Compensation through the
           effective date of such resignation and, except as otherwise agreed in
           writing or as otherwise provided by this Agreement, DPRC shall have
           no further obligation to Employee under this Agreement by way of
           compensation or otherwise.

     12.4  DPRC may terminate Employee's employment at any time if Employee
           becomes Disabled (as defined below) by giving Employee thirty (30)
           days' advance written notice of such termination. In the event that
           DPRC terminates Employee's because Employee has become Disabled, DPRC
           shall pay to Employee the base salary of the Compensation and provide
           the same health and life insurance benefits through the effective
           date of such termination and, thereafter, until the earlier to occur
           of (i) the expiration of twelve (12) calendar months after the
           effective date of such termination of employment, (ii) the date upon
           which Employee becomes employed on a full-time basis (including but
           not limited to self-employment, but only if Employee holds himself
           out to the public as being a self-employed consultant or other
           businessman), or (iii) the date upon which Employee violates any of
           Sections 6 through 10, inclusive. In addition, DPRC shall pay
           Employee, at such time following completion of the fiscal year-end
           audit when all other senior executive bonuses are paid, the pro-rated
           Incentive Bonus described in such Exhibit "A" to which Employee was
           entitled during his employment (which proration shall be based on a
           fraction, the numerator of which is the number of calendar days
           during the fiscal year during which Employee was employed prior to
           the effective date of such termination and the denominator of which
           is 365). If DPRC's medical and/or life insurance plans do not allow
           Employee's continued participation in such plan or plans during the
           period described above, then DPRC shall pay to Employee, in monthly
           installments, from the date on which Employee's participation in such
           medical and/or life insurance, as applicable, is

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           prohibited for the remainder of the time period described in the
           second sentence of this Section 12.4, the monthly premium or premiums
           which had been payable by DPRC with respect to Employee for such
           discontinued medical and/or life insurance, as applicable.

     12.5  Employee's agreements, duties and obligations under Sections 6
           through 10, inclusive, shall survive the termination of this
           Agreement and shall continue after any termination of Employee's
           employment pursuant to Sections 12.1, 12.2, 12.3 or 12.4 of this
           Agreement.

     12.6  This Agreement will terminate immediately upon Employee's death. In
           such event, DPRC shall pay to his estate (a) the base salary of the
           Compensation through the date of Employee's death and, thereafter,
           until the expiration of twelve (12) calendar months after the date of
           Employee's death, and, (b) at such time following completion of the
           fiscal year-end audit when all other senior executive bonuses are
           paid, the pro-rated Incentive Bonus described in such Exhibit "A" to
           which Employee was entitled during his employment (which proration
           shall be based on a fraction, the numerator of which is the number of
           calendar days during the fiscal year during which Employee was
           employed prior to Employee's death and the denominator of which is
           365), and DPRC shall have no further obligation to Employee's estate
           under this Agreement by way of compensation or otherwise.

     12.7  As used in this Agreement, the following terms shall have the
           meanings indicated:

           (a)  "Cause" shall mean an action or actions by Employee during his
                employment (including but not limited to inactions) which
                constitute either (i) gross insubordination, gross negligence,
                unethical or criminal behavior constituting a felony under
                federal or state law and which involves moral turpitude, or a
                breach of fiduciary duty of Employee as an officer and/or
                director of DPRC, or (ii) a violation of any of Sections 4
                through 10, inclusive.

           (b)  "Disabled" shall mean Employee's ability to perform his duties
                under this Agreement is impaired, due to sickness, physical or
                mental impairment or injury, by more than twenty-five (25%) for
                a period of six (6) consecutive months or for nine (9) months in
                any consecutive twelve (12) month period. In the event Employee
                disputes DPRC's determination that he is Disabled, Employee
                shall give written notice of such dispute to DPRC during the
                thirty (30) day notice period prior to the proposed

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               effective date of such termination, and Employee and DPRC shall
               thereupon each select, within ten (10) days of such notice from
               Employee, a physician to evaluate whether Employee is Disabled.
               Such physicians shall complete their evaluation and report to the
               Board of Directors within ten (10) days. If such physicians do
               not agree as to whether Employee is Disabled, they shall promptly
               select a third physician to further evaluate Employee, whose
               conclusion on such matter shall be rendered within ten (10) days
               of his or her selection and shall be final and binding on
               Employee and DPRC.

          (c)  "Good Reason" shall mean any of the following:

               (i)    (A) a demotion or assignment to Employee of duties
                      inconsistent with his position, duties, responsibilities
                      or status with DPRC, (B) a change in Employee's titles or
                      offices adverse to Employee, or (C) any removal of
                      Employee from or any failure to reelect Employee to the
                      office of President - Specialty Services of DPRC, except,
                      in any such case, with Employee's consent or in connection
                      with the termination of his employment pursuant to Section
                      12.1 (with Cause), 12.3 (resignation without Good Reason),
                      12.4 (disability), 12.6 (death) or retirement; provided,
                      however, that Good Reason shall not include the assignment
                      to Employee of any duties or responsibilities of one or
                      more management positions within his competence to the
                      extent that any such position is not filled at any time
                      and it is necessary to perform the duties and
                      responsibilities of such position pending the hiring of a
                      person to hold such position, and provided that DPRC is
                      actively seeking to fill such position during the period
                      of such assignment;

               (ii)   a purported reduction by DPRC in the Compensation in
                      effect on the date hereof or as the same may be increased
                      from time to time during the term of this Agreement or any
                      failure by DPRC to reimburse Employee or provide any
                      material benefits set forth in Exhibit A;

               (iii)  any failure by DPRC to continue in effect any benefit plan
                      or arrangement (including, without limitation, DPRC's
                      incentive bonus plan, profit sharing plan, stock option
                      plans, medical insurance plans, disability insurance
                      plans, life insurance plans or vacation pay plans, with
                      such

                                       9
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                      generally applicable amendments thereto as may be approved
                      from time to time in good faith by DPRC's Board of
                      Directors) in which Employee is participating or other
                      plans providing Employee with substantially similar
                      benefits (each, a "Benefit Plan"), or any action by DPRC
                      which would materially and adversely affect Employee's
                      participation in or materially reduce Employee's benefits
                      under any Benefit Plan;

               (iv)   any failure by DPRC to obtain the assumption of this
                      Agreement by any successor or assign of DPRC, if such
                      successor or assign asserts the position that it is not
                      bound by the provisions hereof; or

               (v)    any failure by DPRC to comply with any material provision
                      of this Agreement;

               provided, however, that no such action shall be considered to
               constitute Good Reason unless and until Employee has given DPRC
               written notice of, and thirty (30) days' opportunity to cure or
               remedy the specific action which Employee alleges would
               constitute Good Reason if not so cured or remedied and DPRC has
               failed to effect such cure or remedy.

     12.8   The rights and remedies provided in this Section 12 shall constitute
            the exclusive rights and remedies available to Employee relating to
            or arising from the termination of his employment, including claims
            for breach of contract or in tort; provided, however, that Employee
            shall be entitled to pursue any and all available legal remedies
            based on any claim that such termination constituted a violation of
            applicable federal or state statutes or regulations.

     12.9   No policies or procedures of DPRC or benefits provided by DPRC,
            whether oral or written, express or implied, formal or informal, are
            intended, nor shall they be construed to limit the right or ability
            of DPRC to terminate Employee's employment or the right or ability
            of Employee to resign as set forth above. Except as otherwise agreed
            in writing or as otherwise provided by this Agreement, upon
            termination of Employee's employment, neither DPRC nor Employee
            shall have any further obligation to each other by way of
            compensation or otherwise.

     12.10  DPRC will require any successor or assign (whether direct or
            indirect, by purchase, merger, consolidation or otherwise) to all or
            substantially all of the business and/or assets of DPRC, by
            agreement in form and

                                       10
<PAGE>

            substance reasonably satisfactory to Employee, expressly, absolutely
            and unconditionally to assume and agree to perform this Agreement in
            the same manner and to the same extent that DPRC would be required
            to perform this Agreement if no such succession or assignment had
            taken place. In any such event, the term "DPRC" as used in this
            Agreement shall mean any such successor or assign which executes and
            delivers the agreement provided for in the immediately preceding
            sentence or which otherwise becomes bound by the terms and
            provisions of this Agreement by operation of law.

     12.11  Employee shall not be required to mitigate damages or the amount of
            any payment provided for under this Agreement by seeking other
            employment or otherwise. Except as expressly provided herein, no
            payment or benefit provided for under this Agreement shall be
            reduced by any compensation earned by Employee as the result of
            employment by another employer after the date of termination with
            DPRC. Except as expressly provided herein, the provisions of this
            Agreement, and any payment or benefit provided for hereunder, shall
            not reduce any amounts otherwise payable, or in any way diminish
            Employee's existing rights, or rights which would accrue solely as a
            result of the passage of time, under any DPRC Benefit Plan,
            employment agreement or other contract, plan or arrangement.

13.  MISCELLANEOUS PROVISIONS.
     ------------------------

     13.1   In the event that any of the provisions of this Agreement shall be
            held to be invalid or unenforceable, then all other provisions shall
            nevertheless continue to be valid and enforceable as though the
            invalid or unenforceable parts had not been included in this
            Agreement. In the event that any provision relating to the time
            period of any restriction imposed by this Agreement shall be
            declared by a court of competent jurisdiction to exceed the maximum
            time period which such court deems reasonable and enforceable, then
            the time period of restriction deemed reasonable and enforceable by
            the court shall become and shall thereafter be the maximum time
            period. In the event that any of the provisions of this Agreement
            shall be determined to cause a disallowance of any "pooling of
            interests" accounting treatment for any merger, acquisition or
            consolidation of DPRC with another entity, such provisions shall be
            deemed to be deleted and of no force and effect and all other
            provisions shall nevertheless continue to be valid and enforceable
            and read as though the deleted provisions had not been included in
            this Agreement.

     13.2   This Agreement shall be binding upon the heirs, executors,
            administrators, and successors-in-interest of the parties hereto.

                                       11
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     13.3  This Agreement shall be construed and enforced according to the laws
           of the State of California, excluding its choice of law rules.

     13.4  This Agreement supersedes all previous correspondence, promises,
           representations, and agreements, if any, either written or oral,
           between DPRC and Employee. No provision of this Agreement may be
           modified except by a writing signed by Employee and by the Chief
           Executive Officer of DPRC (or by such other person as may be
           expressly authorized to sign such writing by the Board of Directors
           of DPRC).

     13.5  All notices, demands, requests, consents, approvals or other
           communications (collectively "Notices") required or permitted to be
           given hereunder or which are given with respect to this Agreement
           shall be in writing and shall be personally served or deposited in
           the United States mail, registered or certified, return receipt
           requested, postage prepaid, addressed (i) in the case of notices to
           DPRC, to the Chief Executive Officer of DPRC at DPRC's headquarters
           office at such time, and (ii) in the case of notices to Employee, to
           Employee's home address as set forth on the employment records of
           DPRC, or to such other address as such party shall have specified
           most recently by written notice. Notices shall be deemed given on the
           date of service if personally served. Notices mailed as provided
           herein shall be deemed given on the third business day following the
           date so mailed.

     13.6  Should any party institute any action or proceeding to enforce this
           Agreement or any provision hereof, or for damages by reason of any
           alleged breach of this Agreement or of any provision hereof, or for a
           declaration of rights hereunder, the prevailing party in any such
           action or proceeding shall be entitled to receive from the other
           party all costs and expenses, including reasonable attorneys',
           accountants' and experts' fees, incurred by the prevailing party in
           connection with such action or proceeding.

14.  ACKNOWLEDGMENT BY EMPLOYEE.  Employee (i) has carefully read and considered
     --------------------------
     the provisions of this Agreement, (ii) has had an opportunity to review the
     terms of this Agreement with legal counsel of his choosing, (iii) fully
     understands the extent and impact of the terms and provisions of this
     Agreement, and (iv) has executed this Agreement voluntarily.

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<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

DATA PROCESSING                          EMPLOYEE
RESOURCES CORPORATION


By:______________________________        _____________________________
  Mary Ellen Weaver                       Richard E. Earley
  Chief Executive Officer

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                                   EXHIBIT A
                       COMPENSATION OF RICHARD E. EARLEY
                       ---------------------------------

     The following summarizes the compensation to which Employee shall be
entitled under the foregoing terms of this Employment Agreement.

1.   BASE SALARY  Employee's base salary shall be $225,000 per year, paid in at
     -----------
                  least bi-weekly installments. Employee's base annual salary
                  shall be reviewed and adjusted no less frequently than once
                  per year. In no event, and under no circumstances, shall
                  Employee's annual salary be reduced below the most recent
                  annual salary.

2.   VACATION    During the Term, Employee shall be entitled to four (4) weeks
     --------
                 of paid vacation time per calendar year (plus such other time
                 as may be permitted by the Board); provided, however, that any
                 such vacation time, if not used, will be subject to DPRC's
                 limitations on carrying forward unused vacation time, pursuant
                 to which Employee's accrued vacation time may not exceed six
                 (6) weeks at any time; and, provided further, that Employee
                 shall use his best efforts to coordinate with the Chief
                 Executive Officer of DPRC the dates upon which he uses his
                 vacation so as to minimize the negative impact upon DPRC
                 occasioned by Employee's absence. Employee shall not be
                 entitled to take in excess of four (4) weeks vacation at any
                 one time, except by the written consent of the Chief Executive
                 Officer of DPRC, or upon request of DPRC in connection with
                 Employee's leave of absence for family, medical or other
                 reasons, as permitted by law.


3.   OTHER
     -----
     BENEFITS:   Employee shall be entitled to participate in and receive
     --------
                 benefits under all profit-sharing plans, pension plans, group
                 medical plans and other benefit plans for the payment of
                 additional compensation or benefits to employees of DPRC which
                 DPRC at any time maintains for executive employees.

4.   AUTOMOBILE
     ----------
     ALLOWANCE:  Employee shall be entitled to an automobile allowance of $700
     ---------
                 per month.

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<PAGE>

5.   BUSINESS
     --------
     EXPENDITURES:  Employee may be authorized to incur reasonable expenses for
     ------------
                    promoting and conducting the business of DPRC, including but
                    not limited to expenditures for entertainment and travel, in
                    such amounts and at such times as shall be determined and
                    approved by the Chief Executive Officer of DPRC.  DPRC shall
                    reimburse Employee monthly for all such approved business
                    expenses upon presentation of reasonable documentation
                    establishing the amount, date, place and essential character
                    of the expenditures.

6.   INCENTIVE
     ---------
     BONUS:         Employee's bonus shall be calculated on the extent to which
     -----
                    DPRC achieves its internal budgeted earnings before interest
                    and taxes, as amended due to corporate acquisitions for the
                    subject fiscal year ("Budgeted EBIT") in the Specialty
                    Services Division (the "SSD"). Subject to proration for the
                    period of time during the fiscal year that Employee has been
                    in charge of the SSD, Employee shall earn an incentive bonus
                    based upon the following: (i) in the event that the SSD
                    achieves 85% of Budgeted EBIT, Employee shall receive an
                    annual bonus equal to 15% of base salary, (ii) in the event
                    that the SSD achieves 115% of Budgeted EBIT, Employee shall
                    receive an annual bonus equal to 100% of base salary, (iii)
                    in the event that the SSD achieves between 85% and 115% of
                    Budgeted EBIT, Employee's bonus shall be adjusted
                    proportionally between 15% and 100% of base salary, (iv) in
                    the event that the SSD achieves in excess of 115% of
                    Budgeted EBIT, for each 5% above Budgeted EBIT, Employee
                    shall receive an additional 10% of base salary up to a
                    maximum 200% of base salary. Employee's incentive bonus for
                    each fiscal year shall provide for a maximum bonus of up to
                    200% of his base salary for such year and shall be subject
                    to such additional terms and conditions as shall be
                    determined in good faith by the Board of Directors, with the
                    recommendation of and in consultation with the Compensation
                    Committee of the Board of Directors. At the request of
                    Employee, within ten (10) business days after the
                    commencement of each fiscal quarter, DPRC shall advance to
                    Employee up to one-eighteenth (1/18th) of the maximum bonus
                    payable by DPRC to Employee hereunder. The incentive bonus
                    earned for a fiscal year

                                       15
<PAGE>

                    of DPRC (less the aggregate amount of all advances made by
                    DPRC to Employee with respect to such fiscal year) shall be
                    paid not later than thirty (30) calendar days following the
                    review and approval by the Board of Directors of DPRC of the
                    final financial statement results of the audit for said
                    fiscal year by DPRC's independent auditors. In the event
                    that the aggregate amount of advances made by DPRC to
                    Employee hereunder during any fiscal year exceeds the amount
                    of the incentive bonus earned by Employee for such fiscal
                    year, Employee, within thirty (30) calendar days of the
                    determination of such amount, shall pay such excess to DPRC.

7.   INDEMNI-
     -------
     FICATION:      DPRC shall enter into a directors and officers
     --------
                    Indemnification Agreement with Employee pursuant to which
                    DPRC will be required to indemnify Employee against personal
                    liability for acts of DPRC to the maximum extent permitted
                    by law.

8.   STOCK
     -----
     OPTIONS:       Notwithstanding anything to the contrary in any Stock Option
     -------
                    Agreement or Incentive Stock Agreement previously entered
                    into by DPRC and Employee, DPRC hereby reaffirms its
                    obligations under and pursuant to that certain Amendment to
                    Employment Agreement dated September 16, 1996 between DPRC
                    and Employee (the "1996 Amendment"), the terms and
                    conditions of which were authorized and approved by the
                    Board of Directors of DPRC on July 23, 1996. Specifically,
                    upon the occurrence of a "change of control" during the
                    Term, any and all stock options granted to Employee under
                    DPRC's stock option plans shall, whether or not Employee is
                    terminated as a result of such change of control, become
                    immediately vested and exercisable for a period not to
                    exceed the lesser of (a) two (2) years, or (b) the date on
                    which such stock options would otherwise have terminated
                    (other than by reason of the termination of the Employment).
                    Notwithstanding the definition of "change of control" or the
                    two-year time limitation on accelerated vesting set forth in
                    the Prior Employment Agreement, for the purpose of the
                    amendment to all options previously granted to Employee, as
                    well as all future options, such stock options shall vest in
                    full following a "change of

                                       16
<PAGE>

                    control" during the Term and the term "change of control"
                    shall mean (i) any merger or consolidation where DPRC is not
                    the continuing or surviving corporation or pursuant to which
                    all or substantially all of the shares of DPRC's Common
                    Stock are converted into cash, other property or securities
                    of another corporation, other than, in either case, a merger
                    or consolidation in which the shares of DPRC's Common Stock
                    outstanding immediately prior to such merger or
                    consolidation represent or are converted into securities
                    representing more than 50% of the voting power of the
                    surviving corporation in such merger or consolidation or the
                    parent of such corporation, (ii) any sale, lease, exchange
                    or other transfer (in one transaction or a series of related
                    transactions) of all, or substantially all, of the assets of
                    DPRC, (iii) the approval by the shareholders of DPRC of any
                    plan or proposal for the liquidation or dissolution of DPRC,
                    (iv) any "person" (as such term is used in Sections 13(d)
                    and 14(d)(2) of the Securities Exchange Act of 1934, as
                    amended (the "Exchange Act")) shall become the beneficial
                    owner (within the meaning of Rule 13d-3 under the Exchange
                    Act) of 35% or more of DPRC's outstanding Common Stock after
                    the date hereof, or (v) there shall be any change of control
                    of a nature which would be required to be reported in
                    response to Item 6(e) of Schedule 14A of Regulation 14A
                    promulgated under the Exchange Act or any successor
                    regulation of substantially similar import, regardless of
                    whether DPRC is subject to such reporting requirement at
                    such time.

                    In addition, in the event Employee is terminated without
                    Cause, as defined in Paragraph 12.7 of this Agreement, the
                    members of the Board of Directors who are not directly
                    involved in terminating Employee shall consider accelerating
                    vesting of any unvested options held by Employee based upon
                    all of the facts and circumstances surrounding the
                    termination, including Employee's performance and tenure
                    with DPRC; provided, however, that the disinterested
                    Directors involved in such determination shall be under no
                    obligation to accelerate vesting of options and shall
                    specifically not do so if such acceleration would cause a
                    disallowance of "pooling of interests" accounting in any
                    DPRC merger transactions.

                                       17
<PAGE>

9.   ESTATE
     ------
     PLANNING:      DPRC will reimburse Employee for all reasonable attorney's
     ---------
                    fees, in an amount not to exceed $5,000 per calendar year,
                    incurred in connection with creating, reviewing and/or
                    revising Employee's will and estate plan.

                                       18