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                                                                    EXHIBIT 10.8

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment Agreement (the "Amendment"), dated as of the
23rd day of January, 2001 by and between COMFORCE Corporation ("COMFORCE") a
Delaware corporation, and COMFORCE Operating, Inc. ("COI"), a Delaware
corporation that is wholly-owned by COMFORCE (COMFORCE and COI are collectively
referred to as the "Employer"), and John C. Fanning, a resident of the State of
Florida ("Employee").

                                   RECITALS:
                                   --------

     A.   The parties entered into an Employment Agreement (the "Employment
Agreement") dated as of January 1, 1999, as amended by the amendment dated as of
March 28, 2000, pursuant to which Employer formalized the terms upon which
Employee is employed by Employer.

     B.   The parties desire to further amend the Employment Agreement as herein
provided.

     NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.   Section 2 of the Employment Agreement is hereby amended by changing
the Initial Termination Date therein from December 31, 2001 to December 31,
2003.

     2.   Section 4(a) of the Employment Agreement is hereby amended in its
entirety to read as follows:

          (a)    Base Salary.
                 -----------

             (i)    Base Salary for 2000.
                    ---------------------

             As Employee's base compensation for all services to be performed
  hereunder during the calendar year ending on December 31, 2000, Employer shall
  pay Employee an annual salary of One Hundred Thousand Dollars ($100,000),
  payable in accordance with the Employer's payroll practices for its officers.

             (ii)   Base Salary Commencing January 1, 2001.
                    ---------------------------------------

             Commencing January 1, 2001 and continuing during the balance Term
  of Employment, as Employee's base compensation for all services to be
  performed hereunder, Employer shall pay Employee an annual salary ("Base
  Salary") of Three Hundred Eighty Five Thousand Dollars ($385,000), payable in
  accordance with the Employer's payroll practices for its officers. The Base
  Salary will increase annually during the Term of Employment on each January 1,
  beginning January 1, 2002, by the greater of (i) seven percent (7%) or (ii) a
  percentage equivalent to the percentage increase of (a) the Price Index (as
  defined below) for the most recently available month at the time of each such
  increase over (b) the Price Index reported for the same month one year prior
  (such percentage increase calculated pursuant to this Section 4(a) is referred
  to herein as the "CPI Increase"). The Base Salary shall also be increased from
  time to time at the discretion of the Board of Directors or any committee
  thereof having authority over Employee's compensation to account for material
  changes of circumstances of the Employer or of the responsibilities of
  Employee, and may be increased by the Board or such committee from time to
  time in its discretion for any other reason whatsoever.

          For purposes of this Agreement, "Price Index" shall mean the United
  States Department of Labor, Bureau of Labor Statistics, Consumer Price Index
  U.S. City Averages, all Urban Consumers, All Items, 1982-84 = 100.  If the
  manner in which the Price Index as determined by the Department of Labor shall
  be substantially revised, or if the 1982-84 average shall no longer be used as
  an index of 100, an adjustment shall be made in such revised index so that the
  number used shall be that which
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  would have been obtained if the Price Index had not been so revised or if said
  average was still in use. If the Price Index shall become unavailable for any
  reason whatsoever, the parties will substitute therefor a comparable index
  based upon changes in the cost of living or purchasing power of the consumer
  dollar published by an other governmental agency or, if no such index shall
  then be available, a comparable index published by a major bank or other
  financial institution.

  3.  Section 4(d) of the Employment Agreement is amended in its entirety to
read as follows:

      (d)   Benefit and Deferred Compensation Plans
            ---------------------------------------

         (i)    Medical, Dental and Pension Benefits.
                ------------------------------------

         Employee shall receive such incidental benefits of employment, such as
  medical and dental insurance, and pension plan participation as are provided
  generally to the Employer's other executive officers.  Without limiting the
  foregoing, effective as of January 1, 2000, the Company shall reimburse
  Employee for the amounts he is required to pay for health insurance in
  accordance with the terms of the Company's cafeteria plan under Section 125 of
  the Internal Revenue Code of 1986, as amended.

         (ii)   Continuation of Salary During Disability.
                ----------------------------------------

         If Employee becomes disabled during the Term of Employment because of
  sickness, physical or mental disability, or for any other reason so that he is
  unable to perform his duties hereunder.  Employer agrees to continue
  Employee's salary during such disability throughout the Term of Employment.
  These benefits may be provided in whole or in part by a policy of disability
  insurance.

         (iii)   Deferred Compensation Plan.
                 ---------------------------

         Notwithstanding anything to the contrary herein contained, this
  Agreement shall not be deemed to have terminated the deferred compensation
  plan of the Company that became effective in 1992, and the Company shall make
  all contributions to such plan in respect of the Employee as required thereby.

         4.      Section 4(e) of the Employment Agreement is amended in its
entirety to read as follows:

      (e)     Incentive Compensation.
              ----------------------

         (i)     Incentive Compensation for 2000.
                 --------------------------------

         In addition to Employee's compensation as provided herein, Employer
  shall pay to Employee incentive compensation for the calendar year ending on
  December 31, 2000 in an amount equal to 10% of the Employer's consolidated
  pre-tax operating income in excess of $2,000,000, but not in excess of
  $4,000,000, plus 5% of such income in excess of $4,000,000, but not in excess
  of $10,000,000, plus 3.5% of such income in excess of $10,000,000.

         (ii)    Incentive Compensation Commencing January 1, 2001.
                 --------------------------------------------------

         In addition to Employee's compensation as provided herein, Employer
  shall pay to Employee incentive compensation for the calendar year ending on
  December 31, 2001 and each year during the balance of the Term of Employment
  in an amount equal to 5% of the Employer's pre-tax operating income in excess
  of $2,500,000, but not in excess of $3,000,000 plus 3.5% of such income in
  excess of $3,000,000.  For this purpose, "pre-tax operating income" shall mean
  the consolidated earnings of the Employer and its subsidiaries before (i)
  deduction of, or allowance or provision for, taxes based on income, (ii)
  deduction of, or allowance or provision for, the incentive compensation

                                                                               2
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     payable pursuant to this Agreement or incentive compensation based upon
     consolidated income or profits of the Employer payable pursuant to any
     other employment agreement or arrangement between the Employer and any
     employee thereof, or as from time to time hereafter amended, or any
     successor agreement thereto, and (iii) any extraordinary gain or loss.

          (iii)  Computation and Payment of Incentive Compensation.
                 --------------------------------------------------

          The amount of any incentive compensation to which Employee becomes
  entitled to receive under this Agreement shall be payable as follows:  Within
  45 days after the end of each of the first three quarters in each calendar
  year (which is the Company's fiscal year), the Company shall make an estimated
  payment of incentive compensation to Employee on the basis of the Company's
  unaudited pre-tax operating income in respect of the period from the beginning
  of the year to the close of such quarter. Estimated payments shall be made in
  amounts such that at the end of each of the first three quarters of the year,
  Employee shall have received an amount equal to 50% of the incentive
  compensation to which he would be entitled based upon the Company's pre-tax
  operating income in respect of the period then ended, after taking into
  consideration of all prior estimated payments made for such year.

          On or before April 30 of each year during the term of this Agreement,
  the actual amount of incentive compensation, if any, to which Employee shall
  be entitled to receive for the most recently completed calendar year shall be
  computed, and the amount by which such incentive compensation exceeds the
  aggregate estimated payments made for such year shall be paid to Employee.  In
  the event, however, that the aggregate amount of estimated incentive
  compensation previously paid exceeds the actual incentive compensation to
  which Employee is entitled, Employee shall promptly repay to the Company the
  amount of such excess upon receipt of written notice from the Company advising
  Employee of same.

          Notwithstanding anything to the contrary herein contained, if
  Employee's employment hereunder terminates other than on December 31, Employee
  shall be entitled to receive incentive compensation for the partial year of
  his employment, determined as follows:  By multiplying the amount of incentive
  compensation that would have been payable had Employee been employed by the
  Company for the entire calendar year by a fraction, the numerator of which
  shall be the number of days Employee was employed during such calendar year
  and the denominator of which shall be 365.  Such partial year incentive
  compensation shall be payable on or before April 30 of the year following the
  year in which Employee's employment has terminated.

     5.  All other provisions of the Employment Agreement shall remain in full
force and effect.

                                                                               3
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     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day
and year first above mentioned.

                         COMFORCE CORPORATION


                         By:_________________________________
                            Its:

                         COMFORCE OPERATING, INC.


                         By:_________________________________
                            Its:

                         EMPLOYEE


                          ___________________________________
                          John C. Fanning