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                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT (this "Agreement"), dated July 31, 1996, by and
between CORESTAFF, INC., a Delaware corporation ("Employer"), and AUSTIN P.
YOUNG ("Employee").


                              W I T N E S S E T H:

         WHEREAS, Employer desires to retain the services of Employee as the
Executive Vice President of Finance and Administration of Employer; and

         WHEREAS, Employer considers the employment of Employee pursuant to the
terms of this Agreement to be in the best interests of Employer and its equity
holders and wishes to assure that Employee serves Employer on an objective and
impartial basis and without distraction or conflict of interest in the event of
the potential termination of Employee's employment under certain circumstances;
and

         WHEREAS, Employee is willing, on the terms and subject to the
conditions provided in this Agreement, to undertake the management
responsibilities contemplated herein, furnish services to Employer as provided
herein and be subject to certain employment restrictions and obligations;

         NOW THEREFORE, in consideration of the premises, the covenants,
representations and warranties herein contained and other good, valuable and
binding consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as follows:

         1.      Employment Term.  This Agreement shall, subject to Section 5
herein, remain in effect from August 19, 1996 (the "Effective Date") until
August 19, 1999 (the "Initial Term"), and thereafter automatically renew for
one (1) year terms (a "Renewal Term"), unless notice of non-renewal is given by
either party to the other party at least ninety (90) days prior to the
expiration of any one (1) year Employment Term.  Such notice shall be referred
to as a "Termination Notice."  The Initial Term, together with any Renewal
Term, of Employee's employment hereunder shall hereinafter be referred to as
the "Employment Term."

         2.      Responsibilities and Authority.  Employer hereby employs
Employee to serve as its Executive Vice President of Finance and
Administration. During the Employment Term, Employee shall have the normal
duties, responsibilities and authority of the Executive Vice President of
Finance and Administration, including without limitation responsibility for
certain administrative and financial aspects of the operations of Employer,
subject to the power of Employer's Chief Executive Officer and President and
the Employer's board of directors (the "Board") to expand or limit such duties,
responsibilities, and authority and to override actions of the Executive Vice
President of Finance and Administration.





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                 2.1.     Board Representation.  The Employer agrees to appoint
(subject to the approval of a majority of the Board) Employee to Employer's
Board.

         3.      Acceptance of Employment.  Employee accepts employment by
Employer on the terms and conditions herein provided and agrees, subject to the
terms of this Agreement, to devote substantially all of his full business time
to advance the business of  Employer.  Employee agrees he will not serve on the
Board of any non-affiliate without approval of the Board of Directors.  Nothing
contained in this Agreement shall be construed so as to prevent Employee from
investing his personal assets in such a manner and otherwise engaging in
business transactions that will not require a substantial portion of Employee's
business time or otherwise interfere with the performance of his duties
hereunder, according to the guidelines of the Board.

         4.      Compensation and Benefits.  As compensation for his services
hereunder, Employee shall be entitled to the following amounts.

                 4.1.     Base Compensation.  Employee shall receive a base
cash salary at the aggregate initial rate of $310,000 per annum.  Such Base
Compensation will be reviewed on January 2, 1998, and annually thereafter, by
the Board and its Compensation Committee, and upon recommendation by the
Compensation Committee, the Board in its discretion may make appropriate annual
adjustments.  The compensation received by Employee from time to time pursuant
to this Section 4.1 shall be hereinafter referred to as "Base Compensation."
The Base Compensation shall be paid in substantially equal semi-monthly
installments.

                 4.2.     Bonus.  In addition to Base Compensation, commencing
January 1, 1997, Employee may be entitled to receive annual bonuses (an
"Incentive Bonus") equal to (i) thirty-five percent (35%) of Employee's annual
Base Compensation based upon Employer meeting consolidated budget and earnings
per share objectives; and (ii) fifteen percent (15%) of Employee's annual Base
Compensation based upon Employee meeting, in the sole good faith discretion of
the Chief Executive Officer and President of Employer, certain written
objectives established annually by Employee and the Employer's Chief Executive
Officer and President.  Such budget and earnings per share objectives shall be
exclusive of any acquisitions consummated after the date of this Agreement. In
addition to the Incentive Bonuses referenced above, Employer agrees that
Employee shall receive a non-recurring special bonus for fiscal years 1997 and
1998 equal to $260,591, which shall be payable to Employee in two (2) equal
installments with the first payment being due and payable March 1, 1997 and the
final payment being due and payable March 1, 1998, regardless of any earlier
termination of employment of Employee, except voluntary termination without
Good Reason (as hereinafter defined).

                 4.3.     Benefits.  Employee shall be entitled to such
perquisites as may be agreed to by Employee and Employer, and, in addition,
shall be entitled to participate in any plan established by Employer to provide
benefits to its employees at the time Employee meets the eligibility criteria
established for each plan.




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                 4.4.     Vacation.  Employee shall be entitled to four (4)
weeks of compensated vacation each year, to be taken at times mutually agreed
upon between Employee and the Chief Executive Officer and President of Employer
and in accordance with Employer's vacation policy.

                 4.5.     Beneficiaries.  Employee shall have the absolute
right to designate the beneficiaries to receive the proceeds of all such
employee benefit programs contained herein in the event of Employee's death.

                 4.6.     Acceleration of Payments.

                 4.6.1.   Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:

                          (a)     "Cause" shall mean:

                                  (i)      Employee being determined by the
                 Board to have refused to diligently perform the duties
                 assigned to Employee under this Agreement and not to have
                 remedied the situation within a reasonable period of time
                 after receipt of written notice from Employer specifying the
                 refusal; or

                                  (ii)     Employee having been determined by
                 the Board to have refused to abide by Employer's policies,
                 rules, procedures or directives and not to have remedied the
                 situation within a reasonable period of time after receipt of
                 written notice from Employer specifying the refusal; or

                                  (iii)    Employee's gross negligence,
                 reckless or willful misconduct with respect to the Employer or
                 any of its subsidiaries which results in a material harm to
                 such entity's standing among customers, suppliers, employees
                 and other business relationships; or

                                  (iv)     Employee having been found guilty by
                 a court of law of fraud, dishonesty and/or a felony crime.

                          In making any determination described above, the
Board shall act in good faith.

                          Notwithstanding the foregoing, the Employee shall in
no event be deemed to have been terminated for Cause unless and until there
shall have been delivered to him a termination notice in the form of a copy of
a resolution duly adopted by the affirmative vote of not less than a majority
of the entire membership of the Board (excluding "Employee") at a meeting of
such Board.

                          (b)     "Good Reason" shall mean the occurrence of
         any of the following events without Employee's express written
         consent:




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                                  (i)      A substantial and adverse change in
                 the Employee's duties, control, authority, status or position,
                 or the assignment to the Employee of any duties or
                 responsibilities which are materially inconsistent with such
                 status or position, or a material reduction in the duties and
                 responsibilities previously exercised by the Employee, or a
                 loss of title, loss of office, relocation, loss of significant
                 authority, power or control, or any removal of him from or any
                 failure to reappoint or reelect him to such positions, except
                 in connection with the termination of his employment for Cause
                 or Disability (as defined below), or as a result of his Death;
        
                                  (ii)     Any reduction by Employer in
                 Employee's Base Compensation unless such reduction shall also
                 apply to similarly situated executives of Employer and does
                 not exceed ten percent (10%) per year (unless otherwise agreed
                 to in writing by Employee);

                                  (iii)    Any material breach by Employer of
                 any provisions of this Agreement;

                                  (iv)     A material increase in the amount of
                 travel required by Employer of Employee to perform Employee's
                 duties; or

                                  (v)      A required relocation by Employer of
                 Employee outside Harris County, Texas.

                          (c)     Termination by reason of "Death" or "Total
         Disability" shall mean termination as defined in Section 5 of this
         Agreement.

                          (d)     A "Change of Control" shall be deemed to have
         occurred if any "person" as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as then in effect, other
         than Golder, Thoma, Cressey & Rauner, Inc., or any of its affiliates,
         or any "person" who on that date is a Director or Officer of Employer,
         is or becomes the "beneficial owner" as defined in Rule 13d-3 under
         such Act, directly or indirectly, of securities of Employer
         representing fifty-one percent (51%) or more of the combined voting
         power of Employer's then outstanding securities, other than pursuant
         to a transaction or a series of transactions which have been approved
         by a majority of the disinterested members of the Board of Directors
         of Employer.

                          (e)     "Triggering Event" shall mean: (1) a "Change
         of Control" as described in paragraph (d) above), and the occurrence
         of any event listed in Paragraph 4.6.1.(b) (within six (6) months
         after such "Change in Control"); or (2) the actual termination of this
         Agreement for any reason other than:

                                  (i)      Employee's voluntary termination
                 (except a voluntary termination for Good Reason as defined
                 herein); or




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                                  (ii)     Termination of employment for Cause;
                 or

                                  (iii)    Termination of employment upon the
                 Death or Total Disability of Employee as defined in Section 5
                 of this Agreement; or

                                  (iv)     Termination of employment at the end
                 of any Employment Term.

                 4.6.2.   Occurrence of Triggering Event.  In the event of the
occurrence of a Triggering Event, Employee shall receive from Employer a lump
sum payment equal to two (2) times "Base Compensation" plus the highest
Incentive Bonus paid over the previous two (2) years; provided, however, in no
event shall such Incentive Bonus be deemed to be less than $155,000 prior to
December 31, 1998.  In addition to the lump sum severance payment, Employer
will continue to provide, at no cost to Employee, for the lesser of (i) two (2)
years from the date of termination or (ii) the date on which Employee becomes
employed by another party and obtains substantially equivalent coverage through
his new employer, the various group health and dental benefits to which
Employee is entitled under this Agreement.

                 4.6.3.   Time of Payment.  All accelerated payments pursuant
to Section 4.6.2 shall be paid as promptly as possible but in any event within
thirty (30) days after the occurrence of a Triggering Event; but, if the full
amount of such accelerated payment is not paid within five (5) business days
after the date of the Triggering Event, such amounts shall be evidenced by a
promissory note from Employer bearing interest at the rate of ten percent (10%)
per annum from the date of the Triggering Event until paid.

                 4.7.     Reimbursement of Expenses.  Employee will be promptly
reimbursed by Employer for all reasonable and necessary expenses ("Reimbursable
Expenses") incurred by Employee on behalf of and in connection with the
business of Employer.

                 4.8.     Stock Option Awards.

                 4.8.1.   Subject to approval of the 1995 Long-Term Incentive
Plan Committee (the "LTIP Committee") of Employer, Employee shall be granted on
the Effective Date options to purchase seventy thousand (70,000) shares of the
Common Stock of Employer pursuant to an option agreement in the form as that
which is attached hereto as Exhibit "A," which option agreement shall provide a
maximum five (5) year vesting period and an exercise price equal to the closing
price of Employer's Common Stock on the date of grant.

                 4.8.2.   In addition to the options referenced in Section
4.8.1 of this Agreement and subject to the approval of the LTIP Committee,
Employee shall be granted on the Effective Date a number of shares of
restricted Common Stock of Employer equal to $319,700 divided by the closing
price of Employer's Common Stock on the Effective Date (the "Restricted Stock")
pursuant to a restricted stock agreement.  The restricted stock agreement which
is attached hereto as Exhibit "B," shall provide (a) $86,875 of such Restricted
Stock shall become unrestricted upon the 




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completion of eight (8) full months of employment from the Effective Date; and
(b) the remaining $232,825 of such Restricted Stock shall become unrestricted
on March 30, 1999.

                 4.9.     Severance Payment.  In the event this Agreement is
not renewed at the expiration of the Initial Term or any Renewal Term, Employee
shall be entitled to a lump sum payment equal to six (6) months of his Base
Compensation.  Such lump sum payment shall be paid to Employee within ten (10)
days of the date of expiration of this Agreement.

                 4.10.    Parachute Payments.  If Employee is liable for the
payment of any excise tax (the "Basic Excise Tax") because of Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or
similar provision, with respect to any payments or benefits received or to be
received from Employer or its affiliates, or any successor to Employer or its
affiliates, whether provided under this Agreement or otherwise, Employer shall
pay to Employee an amount (the "Special Reimbursement") which, after payment by
Employee (or on Employee's behalf) of any federal, state and local taxes
applicable thereto, including, without limitation, any further excise tax under
such Section 4999 of the Code, on, with respect to or resulting from the
Special Reimbursement, equals the net amount of the Basic Excise Tax.

         5.      Termination.  This Agreement may be terminated upon the
following terms:

                 5.1.     Termination by Reason of Death.  In the event of
Employee's death ("Death") during the Employment Term, this Agreement will
terminate upon the first day of the month following Employee's date of Death.

                 5.2.     Termination by Reason of Total Disability.  Employer
may terminate this Agreement by reason of "Total Disability" upon at least
thirty (30) days' notice to Employee.  As used herein, "Total Disability" means
illness or other physical or mental disability of Employee which shall continue
for a period of at least six (6) months in the aggregate during any twelve (12)
month period during the Employment Term, which such illness or disability shall
make it impossible or impracticable for Employee to perform any of his duties
and responsibilities hereunder with whatever reasonable accommodation may be
required by applicable law.  If a disagreement arises between Employee and
Employer as to whether Employee is suffering from "Total Disability," as
defined herein, the question of Employee's disability shall be determined by a
physician designated by a majority of the Board.

                 5.3.     Termination by Employer Without Cause.  In addition
to actual termination by Employer of Employee's employment without Cause, if
Employee's employment is constructively terminated by Employer, Employee's
employment shall be deemed to have been terminated without Cause. As used
herein, "constructive termination" shall mean any one or more of the events
described in Paragraph 4.6.1.(b) above if not remedied by Employer within
fifteen (15) business days after receipt by Employer of written notice from
Employee of such event of constructive termination.




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                 5.4.     Termination by Employer For Cause.  Employer shall be
entitled to terminate Employee's employment at any time for Cause, as defined
by Section 4.6.1.(a).  In the event of such termination for Cause, all of
Employee's rights and benefits provided for in this Agreement shall terminate,
except as to any accrued and unpaid Base Compensation, accrued and unused
vacation (not to exceed sixty (60) days) and any benefits or amounts owed for
Reimbursable Expenses incurred by Employee prior to such termination.
Notwithstanding the foregoing, if Employee, upon receiving notice from Employer
of termination for Cause, which such notice shall specify the facts giving rise
to the asserted Cause, shall challenge such termination, then and in such event
Employee shall be entitled to arbitrate the issue as a "dispute" within the
meaning of Section 10 of this Agreement, and in accordance with the provisions
thereof, by serving a notice of arbitration within fourteen (14) days after
such notice of termination for Cause.  Pending the determination of the
arbitrators, Employee's employment shall be deemed suspended, and during the
period of such suspension Employer shall pay an amount equal to the Base
Compensation to which Employee would otherwise be entitled, on a regular
periodic basis, into an escrow account with Texas Commerce Bank, N.A. to be
maintained at money market interest.  The principal and interest thereon shall
be paid to Employee if the determination of the arbitrators is favorable to
Employee, and to Employer if the determination is favorable to Employer.  All
benefits to which Employee would otherwise be entitled, including but not
limited to medical insurance and life insurance, shall continue to be made
currently available to Employee pending the determination of the arbitrators.
        
         6.      Confidential Information.  Employee acknowledges that the
information, observations and data obtained by him during the course of his
performance under this Agreement concerning the business and affairs of
Employer and its affiliates are the property of Employer.  Therefore, Employee
agrees that he will not disclose to any unauthorized person or use for his own
account any of such information, observations or data without the Board's
written consent, unless and to the extent that the aforementioned matters
become generally known to and available for use by the public other than as a
result of Employee's wrongful acts or omissions to act.  Employee agrees to
deliver to Employer at the termination of his employment, or at any other time
Employer may request in writing, all memoranda, notes, plans, records, reports
and other documents (and copies thereof) relating to the business of the
Company and its affiliates (including, without limitation, all acquisition
prospects, lists and contact information) which he may then possess or have
under his control.

         7.      Non-Competition and Non-Solicitation.

                 7.1.     Non-Competition.  Employee acknowledges that in the
course of his employment with Employer he will become familiar with Employer's
trade secrets and with other confidential information concerning Employer and
that his services will be of special, unique and extraordinary value to
Employer.  Therefore, Employee agrees that, during the Employment Term and for
the lessor of (a) two (2) years after the termination of the Employment Term or
(b) such time as Employer notifies Employee in writing of the termination of
the restrictions set forth in this Section 7 (the "Non-Compete Period"), he
shall not directly or indirectly own, manage, control, participate in, consult
with, render services for, or in any manner engage in any business competing
with the core businesses of Employer or the core businesses of any of its
subsidiaries as such 




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businesses exist or are in process on the date of the termination of Employee's
employment, within the geographical area in which Employer or its subsidiaries
engage.  For purposes of this Section 7, "core business" shall mean any
business from which Employer or any of its subsidiaries derives in excess of
ten percent (10%) of Employer's or any such subsidiary's annual revenues.
        
                 Notwithstanding anything to the contrary contained in this
Section 7, the Employer may extend the Non-Compete Period for an additional
one (1) year period after the expiration of the Non-Compete Period, on the same
terms and conditions as set forth herein by: (i) giving Employee written notice
of such extension, at least sixty (60) days prior to the expiration of the
Non-Compete Period and (ii) by paying Employee a lump sum payment equal to his
Base Compensation.

                 7.2.     Non-Solicitation.  During the Non-Compete Period,
Employee shall not directly or indirectly through another entity (a) induce or
attempt to induce any employee of Employer or any subsidiary to leave the
employ of Employer or such subsidiary, or in any way interfere with the
relationship between Employer or any subsidiary and any employee thereof, (b)
hire any person who was an employee of Employer or any subsidiary at any time
during the Employment Term (other than an employee whose employment is
terminated by Employer), or (c) induce or attempt to induce any customer,
supplier, licensee, or other business relation of Employer or any subsidiary to
cease doing business with Employer or such subsidiary, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and Employer or any subsidiary.

                 7.3.     Enforcement.  If, at the time of enforcement of
Section 6 or 7 of this Agreement, a court holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum duration, scope or geographical area reasonable under
such circumstances shall be substituted for the stated period, scope or area
and that the court shall be allowed to revise the restrictions contained herein
to cover the maximum duration, scope and area permitted by law.  Because
Employee's services are unique and because Employee has access to confidential
information, the parties hereto agree that money damages would be an inadequate
remedy for any breach of this Agreement.  Therefore, in the event of a breach
or threatened breach of this Agreement, Employer or its successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security).

         8.      Notices.  Any notice or request to be given hereunder to
either party hereto shall be deemed effective only if in writing and either (1)
delivered personally to Employee (in the case of a notice to Employee) or to
the Secretary of the applicable entity or entities, or (2) sent by certified or
registered mail, postage prepaid, to the addresses set forth on the signature
page hereof or to such other address as either party may hereafter specify to
the other by notice similarly served.

         9.      Assignment.  This Agreement and the rights and obligations of
the parties hereto shall bind and inure to the benefit of each of the parties
hereto, and shall also bind and inure to the benefit of Employee's heirs and
legal representatives and any successor or successors of Employer by merger or
consolidation and any assignee of all or substantially all of Employer's
business and 




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properties; except as to any such successor or assignee of Employer, neither
this Agreement nor any duties, rights or benefits hereunder may be assigned by
Employer or by Employee without the express written consent of Employee or
Employer, as the case may be.
        
         10.     ARBITRATION.  ANY DISPUTE ARISING HEREUNDER BETWEEN EMPLOYEE
AND EMPLOYER WHICH CANNOT BE RESOLVED BY THEM TO THEIR MUTUAL SATISFACTION
WITHIN A PERIOD OF TWO (2) WEEKS, UNLESS MUTUALLY EXTENDED, SHALL BE SUBMITTED
TO ARBITRATION BY A PANEL OF THREE (3) ARBITRATORS IN HOUSTON, TEXAS, IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN
EFFECT.  THE RESULTS OF SUCH ARBITRATION SHALL BE BINDING AND CONCLUSIVE UPON
THE PARTIES HERETO, AND JUDGMENT ON THE AWARD MAY BE ENTERED AT THE INSTANCE OF
EITHER PARTY IN ANY COURT OF COMPETENT JURISDICTION.  THE ARBITRATORS SHALL BE
EMPOWERED TO AWARD INTEREST AT A "FLOATING" PRIME RATE, RETROACTIVE TO THE DATE
OF BREACH OF THIS AGREEMENT, UPON ANY AWARD AND TO AWARD ARBITRATION COSTS
INCLUDING REASONABLE ACTUAL LEGAL FEES, IN THEIR DISCRETION, TO THE PREVAILING
PARTY.

         11.     GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.

         12.     Modification.  No modification or waiver of any provision
hereof shall be made unless it be in writing and signed by both of the parties
hereto.

         13.     Scope of Agreement.  This Agreement constitutes the whole of
the agreement between the parties on the subject matter, superseding all prior
oral and written conversations, negotiations, understandings and agreements in
effect as of the date of  this Agreement.

         14.     Indemnity.

                 14.1.    Indemnification Against Suits Other Than Suits
Brought by, or in the Right of Employer.  Employer shall indemnify and hold
harmless Employee from and against any claims, damages, expenses (including,
but not limited to, attorneys' fees and other expenses), judgments, fines and
amounts paid in settlement in which Employer is a party to the settlement
incurred by Employee in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Employer) to which
Employee is a party or is threatened to be made a party by reason of or arising
out of the performance by Employee or Employer of any provision of this
Agreement, provided that Employee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Employer,
and with respect to any criminal action or proceeding, Employee had not
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order or its equivalent shall not of
itself, create a presumption that Employee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of Employer, or with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.



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                 14.2     Indemnification Against Suits Brought by or in the
Right of Employer.  Employer shall indemnify and hold harmless Employee from
and against any claims, damages, expenses (including, but not limited to,
attorneys' fees and other expenses), judgments, fines and amounts paid in
settlement in which Employer is a party to the settlement incurred by Employee
in connection with any threatened, pending or completed action, suit or
proceeding by or in the right of Employer to which Employee is a party or is
threatened to be made a party by reason of or arising out of the performance by
Employee or Employer of any provision of this Agreement, provided that Employee
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Employer.  Employee shall not be entitled to
indemnification pursuant to this Section 14.2 in respect of any claim, issue or
matter as to which Employee has been adjudged to be liable for negligence or
misconduct in the performance of his duty to Employer unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, in view of all
the circumstances of the case Employee is fairly and reasonably entitled to
indemnity for such expenses which such court deems proper.
        
                 14.3.    Procedure for Indemnification.  Promptly after
receipt by Employee of notice  of the commencement of any legal action against
Employee in respect of which indemnity or reimbursement may be sought against
Employer under this Agreement, Employee shall notify Employer in writing of the
commencement thereof.  Any indemnification pursuant to Sections 14.1 and 14.2
hereof shall be made by Employer only as authorized in the specific case upon a
determination that indemnification of Employee is proper in the circumstances
because he has met the applicable standards of conduct set forth in Sections
14.1 and 14.2 hereof.  Such determination shall be made by a majority of the
Board of Directors of Employer.

                 14.4.    Advance Payment of Expenses.  Expenses incurred by
Employee in defending a civil or criminal action, suit or proceeding may be
paid by Employer in advance of the final disposition of such action, suit or
proceeding if authorized by the Board of Directors of Employer upon receipt of
an undertaking by or on behalf of Employee to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by Employer
pursuant to Section 14 hereof.

                 14.5     Nonexclusivity of Indemnification Provisions.
Indemnification pursuant to Section 14 hereof shall be in addition to any other
rights which Employee may have under corporate or partnership governance
documents, other agreements or applicable law.  Notwithstanding any provision
hereof to the contrary, Employer shall not be obligated to indemnify Employee
hereunder to the extent that Employer is prohibited by law from providing such
indemnification.

         15.     Severability.  To the extent that any provision of this
Agreement may be deemed or determined to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not impair or affect any
other provision, and this Agreement shall be interpreted so as to most fully
give effect to its terms and still be valid and enforceable.




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         IMPORTANT; THIS AGREEMENT CONTAINS VERY IMPORTANT TERMS GOVERNING YOUR
EMPLOYMENT WITH CORESTAFF. SECTION 7 CONTAINS PROVISIONS WHICH AFFECT YOUR
ABILITY TO TAKE CERTAIN ACTIONS FOLLOWING THE TERMINATION OF THIS AGREEMENT.
YOU SHOULD FEEL FREE TO SEEK ADVICE FROM YOUR ATTORNEY REGARDING ANY MATTER
RELATING TO THIS AGREEMENT.

         BY EXECUTING THIS AGREEMENT, YOU ARE AFFIRMING THAT YOU HAVE HAD THE
OPPORTUNITY TO REVIEW THIS AGREEMENT AND TO CONSULT WITH YOUR ATTORNEY IF YOU
SO DESIRED, THAT YOU UNDERSTAND THE MEANING AND SIGNIFICANCE OF ALL OF ITS
PROVISIONS, THAT NO REPRESENTATIONS OR PROMISES HAVE BEEN MADE TO YOU REGARDING
YOUR EMPLOYMENT WHICH ARE NOT SET FORTH IN THIS AGREEMENT, AND THAT YOU ARE
FREELY SIGNING THIS AGREEMENT TO OBTAIN EMPLOYMENT WITH CORESTAFF.


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

                                        EMPLOYER:

                                        CORESTAFF, INC.

                                        By:      /s/ PETER T. DAMERIS
                                                 -------------------------------
                                        Name:    Peter T. Dameris
                                        Title:   General Counsel, Vice President
                                                 and Secretary




                                        EMPLOYEE

                                        /s/ AUSTIN P. YOUNG
                                        ----------------------------------------
                                        AUSTIN P. YOUNG
                                        Address: 6200 Arnot
                                                 Houston, Texas  77007




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