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                                                                    EXHIBIT 10.6

                     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 MARY ELLEN WEAVER ("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 certain letter of
understanding dated March 11, 1996 (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 four (4) years.  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
          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 Chief Executive Officer and as Chairman of
          the Board of Directors of DPRC during the Term and shall devote her
          full-time efforts to such duties and responsibilities as may be
          assigned to her from time to time by, and shall report to, the Board
          of Directors of DPRC.  To the extent that Employee performs services
          for or on behalf

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          of Information Technology Resources, Inc. ("ITR") during the term of
          that certain Management Services Agreement between DPRC and ITR dated
          as of August 1, 1997, or any extension or renewal thereof, including
          but not limited to membership on the Board of Directors of ITR, then
          for the purposes of this Agreement, such services (the "ITR Services")
          shall (a) be deemed to comply with the aforementioned duty of Employee
          to DPRC, (b) shall not be deemed to violate any of the covenants of
          Employee set forth herein, and (c) shall be deemed to be work for DPRC
          and not for any other entity.

     2.2  During the Term, DPRC agrees that it will not ask or direct Employee
          to relocate her main office or operations outside of Orange County,
          California.

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

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

     3.1  As consideration for the performance of her 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 her 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 her full-time efforts to her duties as an employee of

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     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 her
               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
               her 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 her employment.

          (b)  For a period of two (2) years following the termination of her
               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 her employment.

          (c)  For a period of two (2) years following the termination of her

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               employment, Employee shall not make use, in a manner competitive
               with the business of DPRC, of any of her personal relationships
               or business contacts developed during her employment or prior to
               her employment.

          (d)  For a period of two (2) years following the termination of her
               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
     ---------------------
     her employment, she 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 she began her 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

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               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 her 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.

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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 Board of Directors of DPRC has first counseled Employee as
           to how she 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)

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           the expiration of twenty-four (24) 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 herself out to the public as being a self-
           employed consultant or other businesswoman), 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 her 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 twenty-four (24) 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 herself
           out to the public as being a self-employed consultant or other
           businesswoman), 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 her 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

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           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 her estate (a) the base salary of the
           Compensation through the date of Employee's death and, thereafter,
           until the expiration of twenty-four (24) 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 her 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 her
               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 her 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 she is Disabled, Employee
               shall give written notice of such dispute to DPRC during the
               thirty (30) day notice period prior to the proposed 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.

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<PAGE>

               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 her 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 Chief Executive Officer 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 her 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 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

                                       9
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                    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 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

                                       10
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           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.  Indemnification for Income Tax Deficiency.  In the event that the deduction
     ------------------------------------------
     for federal income tax purposes is disallowed for any part of (a) the
     compensation paid to Employee or to Thomas A. Ballantyne III, or (b) any
     part of the management fee paid to Ballantyne Computer Service, Inc.
     ("BCSI"), during DPRC's fiscal years ending in 1992, 1993, 1994 or 1995
     (the "Relevant Years") and DPRC is thereby required to pay an income tax
     deficiency, then Employee agrees to pay to DPRC (i) the income tax
     deficiency payable by DPRC with respect to compensation paid to Employee
     during the Relevant Years, and (ii) $200,000 of the income tax deficiency
     payable by DPRC with respect to compensation paid by DPRC to BCSI during
     the Relevant Years.  Employee agrees that any payment due DPRC from
     Employee pursuant to this Paragraph 13 shall first be paid by reducing
     Employee's base salary and incentive bonus payable under this Agreement,
     and Employee shall, not later than one year after DPRC's payment of such
     income tax deficiencies, pay DPRC any then unpaid portion of her obligation
     under this Paragraph 13.  As used herein, the term "income tax deficiency"
     is intended by DPRC and Employee to include any and all interest which
     shall have accrued and shall be payable with respect to any such deficiency
     assessed against DPRC.

14.  Miscellaneous Provisions.
     ------------------------

     14.1  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

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<PAGE>

           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.

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

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

     14.4  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 President
           of DPRC (or by such other person as may be expressly authorized to
           sign such writing by the Board of Directors of DPRC).

     14.5  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 President 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.

     14.6  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

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<PAGE>

           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.

15.  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 her choosing, (iii) fully
     understands the extent and impact of the terms and provisions of this
     Agreement, and (iv) has executed this Agreement voluntarily.

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

DATA PROCESSING                     EMPLOYEE
RESOURCES CORPORATION


By:_____________________________    ______________________________________
   Thomas A. Vadnais                Mary Ellen Weaver
   President

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                                   EXHIBIT A
                       COMPENSATION OF MARY ELLEN WEAVER
                       ---------------------------------

     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 $300,000 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
                    ---------
                    six (6) 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 ten (10) weeks at any time; and,
                    provided further, that Employee shall use her best efforts
                    to coordinate with the Board of Directors of DPRC the dates
                    upon which she 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 at least one non-employee member of the Board of
                    Directors 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:
     --------

                    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

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                    health and life insurance coverage for the period of time
                    set forth in Paragraphs 12.2 and 12.4 of this Agreement (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 $1,500, as well as all gasoline, insurance
                    premiums, registration fees and repair and maintenance costs
                    of such automobile. During the Term, Employee shall be
                    permitted twice to exchange her leased vehicle for a new one
                    of equal or comparable value to that of the then currently
                    leased vehicle to be replaced, similarly equipped.

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 DPRC.  DPRC shall reimburse Employee monthly for
                    all such approved

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                    business expenses upon presentation of reasonable
                    documentation establishing the amount, date, place and
                    essential character of the expenditures.

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
     --------

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                    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:       With respect to all future stock option grants by DPRC to
     -------
                    Employee, such stock options shall vest in full following a
                    "change of control" during the Term.  For purposes of such
                    stock option grants, 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

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                    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.

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