<PAGE>

                                                                    EXHIBIT 10.2

                     DATA PROCESSING RESOURCES CORPORATION
                             AMENDED AND RESTATED
                             EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 4,
1999, by and between DATA PROCESSING RESOURCES CORPORATION, a California
corporation ("DPRC"), and DAVID M. CONNELL ("Employee"), with reference to the
following:

     A.   DPRC and Employee are parties to that certain Employment Agreement
dated August 1, 1995, as amended pursuant to that letter of understanding dated
September 20, 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 August 1, 1995 for a term
          of three (3) years.  This Agreement shall be effective as of May 4,
          1999 (the "Effective Date") and shall, unless sooner terminated
          pursuant to the terms set forth below, terminate on the third
          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 Executive Vice President and as a Director
          of DPRC during the Term and shall devote his full-time efforts to such
          duties and responsibilities as may be assigned to him from time to
          time by, and shall report to, the Chairman and Chief Executive Officer
          of
<PAGE>

          DPRC.  Such duties shall include strategic planning, mergers and
          acquisitions and integration related activities.

     2.2  Employee shall serve without additional compensation in one or more
          offices, as a member of any committee of the Board of Directors of
          DPRC or of any direct or indirect subsidiary of DPRC.

     2.3  DPRC agrees that (i) Employee shall be permitted to work on a full-
          time basis from his home office or a DPRC office situated in or around
          the San Fernando Valley area of Los Angeles County, (ii) DPRC will not
          ask Employee to relocate his home office or his residence from
          Camarillo, California, and (iii) that DPRC will reimburse Employee
          for, or pay directly, reasonable costs in connection with Employee's
          lodging, for not more than three (3) nights per work week, in the
          immediate vicinity of the offices of DPRC's corporate headquarters in
          the event that Employee chooses at his option to work at DPRC's
          corporate offices instead of his home office or another DPRC office in
          the San Fernando Valley area.

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.
<PAGE>

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 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.
<PAGE>

          (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 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:
<PAGE>

          (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
               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
<PAGE>

     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 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
<PAGE>

           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 eighteen (18) 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 which is
           365).

     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 eighteen (18) 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
<PAGE>

           (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).

     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 eighteen (18) 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
<PAGE>

                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
                      adverse to Employee, or (C) any removal of Employee from
                      or any failure to reelect Employee to the office of
                      Executive Vice President 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
<PAGE>

                      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
<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.
<PAGE>

     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.
<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                              David M. Connell
   Chief Executive Officer
<PAGE>

                                   EXHIBIT A
                       COMPENSATION OF DAVID M. CONNELL
                       --------------------------------

     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 $255,000 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 five (5)
     ---------
                    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
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     BENEFITS:
     ---------
                    During the Term, 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 that DPRC maintains for senior executive
                    employees. In the event employee is terminated without Cause
                    or due to Disability, or resigns for Good Reason, Employee
                    shall be entitled to continuation of health and life
                    insurance coverage for the period of time set forth in
                    Paragraphs 12.2 and 12.4 of this Agreement
<PAGE>

                    (the "DPRC Insurance Coverage Period"). During the DPRC
                    Insurance Coverage Period, DPRC shall pay the employer
                    portion of the cost of such coverage at the same levels
                    offered to its senior executive employees, and Employee
                    shall pay the employee portion of the cost of such coverage
                    at the same level paid by its senior executive employees.
                    Unless Employee was terminated for Cause, DPRC shall
                    continue, following the DPRC Insurance Coverage Period, to
                    offer group medical and life insurance at the same rates and
                    levels of coverage as are offered to its then-current senior
                    executive employees, until such time as Employee reaches age
                    65 (the "Employee Insurance Coverage Period"). During the
                    Employee Insurance Coverage Period, if Employee accepts
                    insurance coverage from DPRC, Employee shall pay the full
                    cost of the premiums for such coverage. During either the
                    DPRC Insurance Coverage Period or the Employee Insurance
                    Coverage Period, Employee shall have the option of choosing
                    Preferred Provider Organization, Exclusive Provider
                    Organization, Health Maintenance Organization or such other
                    types of plans or coverages as are available to DPRC's then-
                    current senior executive employees.

4.   AUTOMOBILE
     ----------
     ALLOWANCE:     DPRC to pay Employee's automobile lease monthly payments
     ---------
                    of not more than $1,200, as well as all gasoline, insurance
                    premiums, registration fees and repair and maintenance costs
                    of such automobile. Employee shall be permitted to exchange
                    his leased vehicle for a new one of equal or comparable
                    value to that of the then currently leased vehicle to be
                    replaced, similarly equipped, one time during the Term.

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.
<PAGE>

6.   INCENTIVE
     ---------
     BONUS:         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 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.
                    The incentive bonus may be based on financially oriented
                    components or upon Employee's individual accomplishments or
                    both. 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 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.
                    The current incentive bonus plan is based on DPRC reaching
                    its internal target levels of budgeted operating income for
                    the fiscal year, as it may be amended as a result of
                    acquisitions for the year included (the "Target OI"). A
                    total of 50% of Employee's base salary shall be paid if the
                    Target OI is achieved by DPRC. For each 5% above Target OI
                    achieved by DPRC, Employee shall receive an additional 10%
                    of base salary up to the maximum 200% of base salary.

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.
<PAGE>

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 the "Change of Control"
                    provisions set forth in Paragraph 13 of the Prior Employment
                    Agreement.  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 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
<PAGE>

                    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.

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.