EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT


     This  Employment  Agreement (the  "Agreement"),  dated as of the 1st day of
January,  1999,  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 Fanning, a resident of the State of Florida ("Employee").

                                    RECITALS:

     A. COMFORCE  and/or a subsidiary  has employed  Employee  prior to the date
hereof as an employee  and Employer  wishes to employ  Employee on and after the
effective date hereof on the terms and conditions hereof.

     B.  Employee is willing to continue  employment  with Employer on the terms
and conditions hereof.

     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. Employment of Employee.  Employer employs Employee, and Employee accepts
employment by Employer, during the "Term of Employment," as defined in Section 2
hereof,  for the consideration and on the terms and conditions  provided herein.
Employee  shall be employed  during the Term of  Employment  in such capacity or
capacities,  and perform such duties,  as may be determined from time to time by
each  Employer's  Board of Directors.  COMFORCE,  COI and/or a subsidiary  shall
allocate between each other the uses of Employee and costs hereunder. Subject to
this power of the Board of Directors  of Employer to  designate  the position in
which  Employee  shall serve  Employer,  Employee  shall  maintain the title and
position  of  Chairman  of the  Board & Chief  Executive  Officer  of  Employer.
Employee shall have full authority and responsibility to undertake and carry out
the functions and  activities of that position in all respects,  subject only to
directions of, and policies  established and  communicated to Employee from time
to time by, the Board of Directors.

     2. Effective Date: Term of Employment. This Agreement shall commence and be
effective  for all  purposes as of the date first seen set forth above and shall
remain in effect,  unless  earlier  terminated  as provided in Section 7 hereof,
until December 31, 2001 (the "Initial  Termination  Date"),  which date shall be
extended to the subsequent December 31 unless no less than sixty (60) days prior
to the Initial  Termination Date or subsequent  extension thereof,  either party
has given the other  written  notice of  termination  hereof.  The period during
which  Employee is employed by  Employer  pursuant to this  Agreement  is herein
called the "Term of Employment."

     3. Employee's Duties and Restrictions.

     (a)  During the Term of  Employment,  Employee  shall:  (i) devote his full
working  time and  attention  to the business and affairs of Employer and to the
performance of his duties hereunder;  (ii) serve Employer  faithfully and to the
best of his  ability,  and use his best  efforts to  promote  the  interests  of
Employer;  and (iii) follow and  implement  the policies and  directions  of the
Board of Directors. Notwithstanding the above, nothing contained in this Section
3 shall be deemed to prevent  Employee from  engaging in activities  relating to
(a) the making of investments  for his own account or for the account of others,
or (b) investment banking,  venture capital and finance activities,  (c) serving
as a member of the board of directors of other corporations,  or (d) engaging in
charitable  or  public  service  activities,  provided  that  such  investments,
services and activities do not interfere or conflict with Employee's performance
of his duties hereunder.

     (b)  During  the Term of  Employment,  Employee  shall  not  engage  either
directly or  indirectly  on  Employee's  own  account or as agent,  stockholder,
owner,  employee,  employer or otherwise,  in a business which is the same as or
substantially  similar to that of the  Employer or its  subsidiaries,  parent or
affiliates (collectively the "Group"),

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(i)  within  the United  States or (ii)  within  any  country in which the Group
conducts any business.  Notwithstanding  the foregoing,  Employee may during the
period in which  this  paragraph  is in effect own stock or other  interests  in
corporations   or  other   entities  that  engage  in  businesses  the  same  or
substantially  similar to those  engaged in by the Group  provided that Employee
does not, directly or indirectly  (including without limitation as the result of
ownership or control of another corporation or other entity), individually or as
part of a group [as that term is defined  in  Section  13 (d) of the  Securities
Exchange  Act of 1934,  as amended,  and the rules and  regulations  promulgated
thereunder]  (a) control or have the ability to control the corporation or other
entity,  (b)  provide  to the  corporation  or entity,  whether as an  employee,
consultant or otherwise, advice or consultation,  (c) provide to the corporation
or entity any confidential or proprietary information regarding the Group or its
businesses or regarding the conduct of businesses similar to those of the Group,
(d) hold or have the right by  contract or  arrangement  or  understanding  with
other  parties to hold a position on the board of directors  or other  governing
body of the  corporation  or entity or have the right by contract or arrangement
or  understanding  with other  parties to elect one or more  persons to any such
position,  (e) hold a position as an officer of the  corporation or entity,  (f)
have the purpose to change or influence the control of the corporation or entity
(other than  solely by the voting of his shares or  ownership  interest)  or (g)
have a business  or other  relationship,  by  contract  or  otherwise,  with the
corporation or entity other than as a passive investor in it; provided, however,
that  Employee  may vote his shares or  ownership  interest in such manner as he
chooses  provided that such action does not otherwise  violate the  prohibitions
set forth in this sentence.

     4. Employee's Compensation.

     (a)  Base  Salary.  During  the  Term of  Employment,  as  Employee's  base
compensation  for all services to be  performed  hereunder,  Employer  shall pay
Employee  an  annual  salary  of Three  Hundred  Eighty  Five  Thousand  Dollars
($385,000)  (the "Base  Salary"),  payable  in  accordance  with the  Employer's
payroll  practices  for its officers.  This base salary will  increase  annually
during the Term of Employment on each January 1,  beginning  January 1, 2000, 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  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.

     (b)  Reimbursement  of Expenses.  It is recognized  that during the Term of
Employment,  Employee will be required to incur ordinary and necessary  business
expenses in connection  with the performance of his duties  hereunder.  Employer
shall pay or reimburse Employee promptly in the amount of all such expenses upon
presentation  of itemized  vouchers or other evidence of those  expenditures  in
accordance  with Employer's  policies and  procedures.  In addition the Employee
will be given an annual non-accountable expense allowance of $15,000.

     (c)  Automobile.  It is  recognized  that the  services to be  performed by
Employee hereunder will require the use of a suitable  automobile,  and Employer
shall supply  Employee  with an  automobile  of  Employee's  choice at a cost to
Employer of no more than $650 per month.  In the event that a Severance  Payment
shall become due and payable under Section 7(c) hereof,  Employer shall continue
to supply Employee with an automobile during the term of the Severance  Payment.
In the event that a Termination Payment shall become payable under Section 7(e)

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hereof,  Employer shall  transfer such  automobile to Employee for the aggregate
consideration of $1.00 (if such automobile is leased by Employer, Employer shall
acquire such automobile prior to its transfer to Employee).

     (d) Benefit 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.

     (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.

     (e)  Incentive  Compensation.  In addition to  Employee's  compensation  as
provided herein,  Employer shall pay incentive compensation for each year during
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 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.

     (f) Fringe Benefits. Employee shall be entitled to participate in all other
fringe benefits  generally  offered by Employer to its employees during the Term
of Employment.

     5.  Employee's  Vacation.  Employee  shall be  entitled  to four weeks paid
vacation per year during the Term of Employment.

     6. Confidentiality: Business Opportunities.

     (a)  Confidentiality of Information.  Employee  recognizes and acknowledges
that the business  interests  of Employer  require a  confidential  relationship
between  Employer  and  Employee  and the fullest  protection  and  confidential
treatment of the financial data, lists of customers, lists of suppliers, special
agreements with suppliers,  market  information,  marketing  and/or  promotional
techniques  and  methods,  pricing  information,   purchase  information,  sales
policies,  employee lists, policy and procedure manuals, books and publications,
records,  advertising methods or schemes,  computer records, trade secrets, know
how, plans and programs,  sources of supply, and other knowledge of the business
of  Employer  (all  of  which  are  hereinafter  jointly  termed   "Confidential
Information") which may in whole or in part be conceived, learned or obtained by
Employee in the course of  Employee's  employment  with  Employer.  Accordingly,
Employee  agrees to keep  secret  and  treat as  confidential  all  Confidential
Information whether or not copyrightable or patentable, and agrees not to use or
aid others in learning of or using any  Confidential  Information  except in the
ordinary course of business and in furtherance of Employer's  interests.  During
the  Term of  Employment  and at all  times  thereafter,  except  insofar  as is
necessary disclosure consistent with Employer's business interests:

     (i) Employee will not,  directly or indirectly,  disclose any  Confidential
Information to others either within or outside of the business of Employer;

     (ii) Employee will not make copies of or otherwise disclose the contents of
documents containing disclosures of Confidential Information;

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     (iii) As to  documents  which are  delivered  to Employee or which are made
available to him as a necessary part of the working  relationships and duties of
Employee  within the business of Employer,  Employee  will treat such  documents
confidentially  and will treat such documents as proprietary  and  confidential,
not to be  reproduced,  disclosed  or  used  without  appropriate  authority  of
Employer; and

     (iv) Employee will not advise others that the  information  and/or know how
included  in  Confidential  Information  is  known  to or  used by  Employer  or
Employee.

     During the Term of Employment  and at all times  thereafter,  Employee will
not in any manner  disclose or use  Confidential  Information for Employee's own
account  and will not aid,  assist  or abet  others  in the use of  Confidential
Information  for their account or benefit,  or for the account or benefit of any
person or entity other than Employer.

     Employee shall have no obligations with respect to Confidential Information
which at the time of  disclosure  is  generally  available to the public or with
respect to which disclosure is required by law.

     (b)  Confidentiality of Customers.  Employee agrees that during the Term of
Employment and for a period ending two (2) years after termination of Employee's
employment with Employer:

     (i) Employee will not, directly or indirectly, make known or divulge names,
addresses or any  information  concerning the customers of Employer  existing at
the time Employee  entered the employ of Employer or of whom Employee learned or
with whom Employee became  acquainted after entering the employ of Employer,  to
any person, partnership, firm, company, corporation or other entity; and

     (ii) Employee will not, either  directly or indirectly,  either for himself
or for any  other  person,  partnership,  firm,  company,  corporation  or other
entity,  contact,  solicit,  purchase  from,  divert,  or take  away  any of the
customers of Employer who were contacted, dealt with or solicited by Employee or
with whom Employee became  acquainted,  or of whom Employee  learned or obtained
information  about  during  the  Term  of  Employment  or  during  the  previous
employment of Employee by Employer or any predecessor in interest.

     (c) Non-Interference with Contractual  Relationships.  Employee agrees that
during  the Term of  Employment  and for a period  ending  two (2)  years  after
termination of Employee's  employment with Employer,  Employee will not solicit,
entice or  otherwise  induce any  employee  of  Employer  to leave the employ of
Employer for any reason  whatsoever;  nor will  Employee  directly or indirectly
aid,  assist or abet any other  person or  entity in  soliciting  or hiring  any
employee of Employer, nor will Employee otherwise interfere with any contractual
or other business  relationships  between  Employer and its employees.  The only
exception to this provision is that upon termination Employee may solicit and/or
offer employment to and subsequently employ Harry Maccarrone.

     (d)  Disclosure of Business  Opportunities.  During the Term of Employment,
Employee agrees to promptly and fully disclose to Employer, and not to divert to
Employee's  own use or benefit or the use or  benefit  of others,  any  business
opportunities involving any existing or prospective line of business,  supplier,
product or activity of Employer or any business  opportunities  which  otherwise
should rightfully be afforded to Employer.

     (e) Should a court of competent  jurisdiction determine that this Section 6
or any subsection hereof are otherwise  unenforceable because one or all of them
are vague or over broad, the parties agree that these  subsections may and shall
be  enforced  to the maximum  extent  permitted  by law. It is the intent of the
parties that each of these  subsections  be a separate and distinct  promise and
that  unenforceability  of any  one  subsection  shall  have  no  effect  on the
enforceability of another.

     (f) Employee  agrees that should  either party seek to enforce or determine
its  rights  through  legal or  judicial  proceedings  because  of an act of the
Employee which the Employer  believes to be in  contravention  of this Section 6
("Covenant"),  the Covenant  period shall be extended for a time period equal to
the period  necessary to obtain  judicial  enforcement of the Employer's  rights
hereunder.

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     (g) The parties  agree that in the event of  Employee's  violation  of this
Section 6 or any subsection thereunder,  that the damage to the Employer will be
irreparable and that money damages will be difficult or impossible to ascertain.
Accordingly, in addition to whatever other remedies the Employer may have at law
or in equity,  the Employee  recognizes  and agrees that the  Employer  shall be
entitled  to a  temporary  restraining  order  and  a  temporary  and  permanent
injunction  enjoining and prohibiting any acts not permissible  pursuant to this
Section 6.

     7. Termination of Agreement.

     (a)  Employer  agrees  not to  terminate  this  Agreement  except for "just
cause," and agrees to promptly give Employee  written  notice of its belief that
acts or events  constituting "just cause" exist.  Employee has the right to cure
within thirty (30) days of Employer's giving of such notice, the acts, events or
conditions which led to Employer's  notice, but only if such acts are capable of
being  cured.  For purposes of this  Agreement,  "just cause" shall mean (i) the
willful  failure or refusal of Employee to  implement  or follow the  reasonable
written policies or directions of Employer's  Board of Directors,  provided that
Employee's failure or refusal is not based upon Employee's belief in good faith,
as expressed to Employer in writing,  that the  implementation  thereof would be
unlawful;  (ii)  embezzlement;  (iii)  material  violation of any of  Employee's
covenants  or  agreements   set  forth  in  this  Agreement  due  to  Employee's
willfulness  or gross  negligence;  and (iv)  conviction of Employee of a felony
arising from an act or acts which result in material harm to Employer; provided,
however, that after a Change of Control, "just cause" shall only mean the events
described in clauses (ii), (iii) and (iv) of this sentence.

     (b) The employment of Employee shall automatically terminate upon the death
of the Employee.  Upon such  termination,  Employee's  estate shall receive only
such  amounts as are  earned and due to  Employee  under this  agreement  as the
result of Employee's  activities  prior to Employee's  death,  and thereafter no
further  consideration or compensation  shall be owed by Employer to Employee or
to Employee's estate.

     (c) Employer agrees that if prior to a Change of Control it gives notice of
termination pursuant to Section 2 that this contract will not be extended:  (i.)
Employee will be entitled to full compensation, including incentive compensation
as set forth below,  and  including  participation  in all benefit  programs set
forth in Section 4 hereof,  subject to the provisions of such Section 4, for one
(1) year,  except that  reimbursement for the costs of COBRA or health insurance
(in lieu of participation  in Employer's  health plan) shall be continued for 36
months as provided in this Section 7 (c) (the "Severance Payment"). In the event
of such Severance Payment, the incentive  compensation provided for in Section 4
(e)  shall  be  amended  to the  highest  amount  of cash  bonus  and  incentive
compensation paid to the Employee in any one (1) year during the three (3) years
prior to such notice of  termination.  In  addition,  all stock  options for the
stock of  employer  theretofore  granted to  Employee  will  become  immediately
exercisable  and will remain  exercisable  throughout  the original term of such
option,  notwithstanding any provision to the contrary regarding  termination of
employment in the stock option  agreement issued in respect of such stock option
or any other stock  option plan of Employer  pursuant to which such stock option
may have been granted;  and (ii.) Employer  agrees to reimburse the Employee for
Employee's cost of COBRA coverage if such coverage is: (a.) available;  and (b.)
elected by Employee for a period not to exceed  thirty six (36) months.  If such
COBRA coverage is not available then Employer shall  reimburse  Employee for the
cost of such other medical  insurance that Employee  chooses to obtain by paying
Employee  monthly for the period set forth above the lesser of: (x.) the cost of
such other insurance; or (y.) the cost of COBRA insurance had it been available.

     (d) Employer  agrees that if at any time within three (3) years following a
Change of  Control  it  discharges  Employee  or  refuses  to extend the Term of
Employment for any reason other than "just cause", or if within one year after a
Change of Control  Employee  resigns from his  employment  with Employer for any
reason whatsoever,

     (i) The Employer will pay to Employee immediately after such termination of
employment  a lump-sum  cash payment  equal to 300% of the  aggregate of (A) his
then-current  annual base salary (or, if his base salary has been reduced at any
time  after  the  Change of  Control,  his base  salary  in effect  prior to the
reduction), (B) the highest amount of cash bonus and incentive compensation paid
to Employee in any one (1) year during the three (3) calendar years  immediately
prior to the Change of  Control,  (C) the  annual  cost to the  Employer  of any
benefits,  other than those  provided  for by Section  4(d),  then  provided  to
Employee,  and (D) the  amount  contributed  by the  Employer  on  behalf of the
Employee for the calendar year ending  immediately  prior to the  termination of
any pension plan of the Employer.

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     (ii) All of Employee's  outstanding  stock options,  restricted  shares and
other  similar  incentive  interests  and  rights  that have not  vested or been
exercised  will become  immediately  and fully vested and  exercisable  and will
remain exercisable throughout the original term of such option,  notwithstanding
any provision to the contrary  regarding  termination of employment in the stock
option  agreement  issued in  respect of such  stock  option or any other  stock
option  plan of  Employer  pursuant  to which  such  stock  option may have been
granted.

     (iii) The Employer will promptly  reimburse  Employee for any and all legal
fees and expenses  reasonably incurred by him as a result of such termination of
employment,  including  without  limitation  all fees and  expenses  incurred in
connection with efforts to enforce the provisions of this Agreement.

     All  compensation  received by  Employee  pursuant  to this  subsection  is
collectively referred to herein as the "Termination Payment."

     (e) In the event that Employee becomes  entitled to a Termination  Payment,
if any of the Termination  Payment will be subject to the tax (the "Excise Tax")
imposed by  Section  4999 of the  Internal  Revenue  Code of 1986 (the  "Code"),
Employer shall pay to Employee an additional  amount ("the  "Gross-up  Payment")
such that the net amount retained by Employee,  after deduction of Excise Tax on
the Termination  Payment and any federal,  state and local income tax and Excise
Tax  upon  the  payment  provided  for by this  Section,  shall  be equal to the
Termination  Payment. For purposes of determining whether any of the Termination
Payment will be subject to the Excise Tax and the amount of such Excise Tax, (i)
any other  payments  or  benefits  received  or to be  received  by  Employee in
connection  with the  Change  of  Control  of  Employer  or the  termination  of
Employee's  employment  (whether  pursuant to the term of this  Agreement or any
other plan,  arrangement  or agreement  with  Employer,  any person whose action
result in a Change of Control or any person  affiliated  with  Employer  or such
person) shall be treated as "parachute  payments"  within the meaning of Section
280G(b)(2) of the Code, and "excess  parachute  payments"  within the meaning of
Section  280G(b)(1) shall be treated as subject to the Excise Tax, unless in the
opinion of tax counsel  selected by Employer  and  acceptable  to Employee  such
other  payments or benefits  (in whole or in part) do not  constitute  parachute
payments,  or such excess  parachute  payments (in whole or in part)  represent,
reasonable  compensation  for services  actually  rendered within the meaning of
Section  280G(b)(4) of the Code,  (ii) the amount of  Termination  Payment which
shall be  treated  as  subject to the Excise tax shall be equal to the lesser of
(A) the total  amount of the  Termination  Payment  or (B) the  amount of excess
parachute  payments  within  the  meaning of  Section  280G(b)(1)  and (4) after
applying clause (i) above,  and (iii) the value of any non-cash  benefits or any
deferred  payment or  benefit  shall be  determined  by  Employer's  independent
auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the Gross-Up  Payment,  Employee
shall be deemed to pay  federal  income  taxes at the highest  marginal  rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made and  state and  local  income  taxes at the  highest  marginal  rates of
taxation  in the  state  and  locality  that  imposes  such  tax on the  date of
termination of Employee's  employment,  net of the maximum  reduction in federal
income  taxes  which could be obtained  from  deduction  of such state and local
taxes.  In the event that the Excise Tax is  subsequently  determined to be less
than the amount taken into account  hereunder at the time of the  termination of
Employee's  employment,  Employee  shall  repay to Employer at the time that the
amount of such reduction in Excise Tax is finally  determined the portion of the
Gross-Up  payment  attributable to such reduction plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is  determined to exceed the amount taken into account
hereunder at the time of the termination of Employee's  employment (including by
reason of any payment the  existence or amount of which cannot be  determined at
the time of the Gross-Up  Payment),  Employer shall make an additional  gross-up
payment in respect of such excess  (plus any  interest  payable  with respect to
such excess) at the time that the amount of such excess is finally determined.

     (f) For purposes of this Agreement, a "Change of Control" of Employer shall
be deemed to have occurred if

     (i) any individual,  corporation,  partnership, company, or other entity (a
"Person"),  which term shall  include a "group"  (within  the meaning of section
13(d) of the Securities  Exchange Act of 1934 (the "Act") who does not currently
own  directly  or  indirectly  20% or  more  of the  combined  voting  power  of
COMFORCE's  outstanding securities becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act) of securities of COMFORCE  representing  more than 20%
of the combined voting power of COMFORCE's then-outstanding securities.

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     (ii) the  stockholders  of COMFORCE  approve a merger or  consolidation  of
COMFORCE with any other corporation,  other than a merger or consolidation which
would result in the voting securities of COMFORCE outstanding  immediately prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into voting  securities of the surviving  entity) at least 80% of the
combined  voting power of the voting  securities  of COMFORCE or such  surviving
entity  outstanding  immediately  after  such  merger or  consolidation,  or the
stockholders  approve a plan of complete liquidation of COMFORCE or an agreement
for the sale or  disposition  by the  Employer of all  substantially  all of the
Employer's assets; PROVIDED, HOWEVER, that if the merger, plan of liquidation or
sale of substantially  all assets is not consummated  following such stockholder
approval and the  transaction is abandoned,  then the Change of Control shall be
deemed not to have occurred.

     (iii) the Board of Directors of COMFORCE ceases to consist of a majority of
Continuing  Directors.  For purposes hereof,  "Continuing Director" shall mean a
member of the Board of  Directors of COMFORCE who either (A) was a member of the
Board of  Directors  as of the date of this  agreement  or (B) was  nominated or
appointed  (before  initial  election as a director) to serve as a director by a
majority  of the then  Continuing  Directors  and was  approved  in  writing  by
Employee.

     (g) If Employee shall  voluntarily  cease his employment  with Employer for
any reason prior to a Change of Control,  all  compensation and benefits payable
to Employee  hereunder shall  thereupon,  without further writing or act, cease,
lapse and be  terminated;  provided,  however,  that  Employee  may  continue to
receive  benefits  under any group health care  insurance  plan,  at  Employee's
expense,   to  the  extent   required  by  the   Consolidated   Omnibus   Budget
Reconciliation  Act of 1985.  This  paragraph  (g) does not affect any rights of
Employee under any stock option agreements with Employer.

     (h) In the event of the Bankruptcy (as defined below) of Employer, Employee
may  at  his  option  cease  his  employment  hereunder,  whereupon  all  of the
obligations  of the parties  hereto  shall be  terminated.  For purposes of this
Agreement,  "Bankruptcy" shall mean with respect to Employee, (i) the entry of a
decree  or  order  for  relief  of  either  Employer  by a  court  of  competent
jurisdiction  in  any   involuntary   case  involving  the  Employer  under  any
bankruptcy, insolvency or other similar law now or hereafter in effect; (ii) the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator  or other similar agent for either  Employer or for any substantial
part of the  Employer's  assets or  property;  (iii) the filing with  respect to
either Employer of a petition in any such  involuntary  bankruptcy  case,  which
petition  remains  undismissed  for a period  of  ninety  (90)  days or which is
dismissed or suspended  pursuant to Section 305 of the Federal  Bankruptcy  Code
(or any  corresponding  provision of any future United States  bankruptcy  law);
(iv)  the  commencement  by  either  Employer  of a  voluntary  case  under  any
bankruptcy,  insolvency or other similar law now or hereafter in effect; (v) the
consent by either Employer to the entry of an order for relief in an involuntary
case  under  any such law or to the  appointment  of or taking  possession  by a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  or  other
similar  agent for the Employer or for any  substantial  part of the  Employer's
assets  or  property;  or (vi) the  making  by either  Employer  of any  general
assignment for the benefit of creditors.

     (i) In the event that  Employee  terminates  his  employment  with Employer
prior to a Change of Control as a result of a material breach by Employer of its
obligations under this Agreement, which breach, if it is capable of being cured,
has not been cured within 30 days  following  receipt of written  notice of such
breach from Employee to Employer  (such notice and  opportunity to cure to apply
only if such breach is capable of being cured), such termination shall be deemed
for all purposes of this Agreement as a termination of Employee's  employment by
Employer without "just cause".

     8.  Indemnification  and  Insurance.  In the event that during or after the
Term of Employment, Employee is made a party or is threatened to be made a party
to or is involved in any action,  suit or proceeding,  whether civil,  criminal,
administrative or investigative ("proceeding"), by reason of the fact that he is
or was a director or  officer,  employee or agent of or is or was serving at the
request of  Employer  as a director  or  officer,  employee  or agent or another
corporation,  or of a  partnership,  joint venture,  trust or other  enterprise,
including  service with respect to employee benefit plans,  whether the basis of
such  proceeding  is  alleged  action in an  official  capacity  as a  director,
officer, employee or agent or in any other capacity while serving as a director,
officer,  employee or agent,  Employee shall be indemnified and held harmless by
Employer to the fullest extent  authorized by the Delaware  General  Corporation
Law, as the same exists or may

                                       E-9

<PAGE>

hereafter be amended (but, in the case of any such amendment, only to the extent
such amendment permits Employer to provide broader  indemnification  rights than
said law  permitted  Employer to provide  prior to such  amendment)  against all
expenses,  liabilities and losses (including  attorneys fees,  judgments,  fines
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by Employee in connection therewith.  Such right
shall be a contract  right and shall  include  the right to be paid by  Employer
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition;  provided,  however,  that the payment of such expenses incurred by
Employee in his capacity as a director or officer (and not in any other capacity
in which  service was or is  rendered  by Employee  while a director or officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition of such  proceeding will be made only upon delivery to
Employer of an undertaking, by or on behalf of Employee, to repay all amounts to
so advanced if it should be determined  ultimately that Employee is not entitled
to be indemnified under this section or otherwise.

     Promptly after receipt by the Employee of notice of the commencement of any
action,  suit or  proceeding  for  which  the  Employee  may be  entitled  to be
indemnified,   the  Employee  shall  notify  the  Employer  in  writing  of  the
commencement  thereof (but the failure to notify the Employer  shall not relieve
it from any  liability  which it may have under this Section 8 unless and to the
extent that it has been prejudiced in a material respect by such failure or from
the forfeiture of substantial rights and defenses).  If any such action, suit or
proceeding  is brought  against the Employee and he notifies the Employer of the
commencement thereof, the Employer will be entitled to participate therein, and,
to the extent it may elect by written notice delivered to the Employee  promptly
after  receiving the aforesaid  notice from the Employee,  to assume the defense
thereof with counsel reasonably  satisfactory to the Employee,  which may be the
same counsel as counsel to the  Employer.  Notwithstanding  the  foregoing,  the
Employee  shall have the right to employ his own  counsel in any such case,  but
the fees and  expenses of such  counsel  shall be at the expense of the Employee
unless (i) the employment of such counsel shall have been  authorized in writing
by the Employer,  (ii) the Employer shall not have employed  counsel  reasonably
satisfactory to the Employee to take charge of the defense of such action within
a  reasonable  time  after  notice of  commencement  of the  action or (iii) the
Employee shall have reasonably concluded, after consultation with counsel to the
Employee,  that a conflict of interest  exists  which  makes  representation  by
counsel  chosen by the Employer not advisable (in which case the Employer  shall
not have the  right to  direct  the  defense  of such  action  on  behalf of the
Employee),  in any of which  events  such fees and  expenses  of one  additional
counsel  shall be borne  by the  Employer.  Anything  in this  Section  8 to the
contrary notwithstanding, the Employer shall not be liable for any settlement of
any claim or action effected without its written consent.

     Employer  agrees that it will  maintain  Directors  and Officers  Insurance
during  the Term of  Employment  and for a period of three (3) years  thereafter
covering Employee and the other officers and directors of Employer in the amount
of not less than Ten  Million  Dollars  ($10,000,000).  In the  event  that such
Directors  and  Officers  Insurance is not  commercially  available to Employer,
Employer will create a  self-insurance  reserve for all liabilities  which would
otherwise  be covered by Directors  and Officers  Insurance in the amount of Ten
Million Dollars  ($10,000,000),  which reserve shall be maintained in a separate
escrow  account  and used  exclusively  for payment of  liabilities,  judgments,
settlements  or claims  against  officers and  directors of Employer,  including
Employee,  which would otherwise have been the subject of Directors and Officers
Insurance.

     9. Effect of Reorganization. If the Employer is at any time before or after
a Change of Control merged or consolidated into or with any other corporation or
other  entity  (whether  or  not  the  Employer  is  surviving  entity),  or  if
substantially all of the assets thereof are transferred to another  corporation,
the  provisions of this  Agreement will be binding upon and inure to the benefit
of the corporation or other entity  resulting from such merger or  consolidation
or the acquirer of such assets, voting power or control, and this Section 9 will
apply in the event of any  subsequent  merger or  consolidation  or  transfer of
assets.

     In the event of any  merger,  consolidation,  or sale of  assets  described
above,  nothing contained in this Agreement will detract from or otherwise limit
Employee's  right to  participate  or  privilege of  participation  in any stock
option or purchase plan or any bonus, profit sharing,  pension, group insurance,
hospitalization,  or other incentive or benefit plan or arrangement which may be
or become applicable to executives of the corporation resulting from such merger
or consolidation or the corporation acquiring such assets of the Employer.


                                      E-10

<PAGE>

     In the  event of any  merger,  consolidation  or sale of  assets  described
above,  references  to the Employer in this  Agreement  shall unless the context
suggests otherwise be deemed to include the entity resulting from such merger or
consolidation or the acquirer of such assets.

     10. No Duty to Mitigate.  There shall be no  requirement on the part of the
Employee to seek other  employment or otherwise  mitigate damages in order to be
entitled to the full amount of any payments  and  benefits to which  Employee is
entitled  under this  Agreement,  and the amount of such  payments  and benefits
shall not be reduced by any  compensation or benefits  received by Employee from
other employment.

     11. Miscellaneous.

     (a) All notice  hereunder to the parties hereto shall be in writing sent by
certified or registered mail, return receipt requested,  postage prepaid,  or by
telegram,  telex  or  telecopy,  addressed  to  the  respective  parties  at the
following addresses:

EMPLOYER:         COMFORCE Corporation
                  COMFORCE Operating, Inc.
                  415 Crossways Park Drive
                  Woodbury, NY  11797

EMPLOYEE:         John Fanning
                  3505 South Ocean Boulevard
                  Apt. 5N
                  Highland Beach, FL  33487

Any party  may,  by  written  notice  complying  with the  requirements  of this
section,  specify  another or  different  person or address  for the  purpose of
notification  hereunder.  All  notices  shall be deemed  to have been  given and
received  on the next day  following  the  sending  of such  telegram,  telex or
telecopy, or if mailed, on the third business day following such mailing.

     (b) If the Employer  fails to timely make any payment to the Employee  that
is required to be made hereunder, the amount not timely paid shall bear interest
after  the date it is due  hereunder  at the rate of 18% per  annum  until it is
paid. All payments required to be made by the Employer  hereunder to Employee or
his dependents,  beneficiaries,  or estate will be subject to the withholding of
such amounts relating to tax and/or other payroll  deductions as may be required
by law.

     (c) This  Agreement  contains the entire and only  agreement of the parties
hereto respecting the matters herein set forth,  supersedes all prior agreements
and  understandings  between the parties  hereto  regarding  the matters  hereby
contemplated, and may not be changed or terminated orally, nor shall any change,
termination  or  attempted  waiver of any of the  provisions  contained  in this
Agreement be binding  unless in writing and signed by the party against whom the
same is sought to be enforced, nor shall this section itself by waived verbally.
This Agreement may be amended only by a written  instrument  duly executed by or
on behalf of the parties hereto.

     (d) This Agreement and all of its provisions,  rights and obligations shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors. This Agreement may be assigned by Employer to any person,
firm or  corporation  which shall become the owner of  substantially  all of the
assets of Employer or which shall succeed to the business of Employer; provided,
however,  that in the  event of any such  assignment  Employer  shall  obtain an
instrument  in writing  from the  assignee  in which such  assignee  assumes the
obligations of Employer  hereunder and shall deliver an executed copy thereof to
Employee.

     (e) This  Agreement  shall be construed and enforced  according to, and the
rights and  obligations of the parties shall be governed in all respects by, the
laws of the State of New York.  Should any action be  brought  to  interpret  or
enforce  the terms  hereof,  the  prevailing  party  shall be awarded  costs and
reasonable attorneys' fees.

                                      E-11

<PAGE>


     (f) Any  controversy,  dispute or claim  arising out of or relating to this
Agreement,  or the breach hereof, shall at the option of Employee be resolved by
(i)  arbitration  in  accordance  with the then  current  rules of the  American
Arbitration  Association  and all findings of fact by the  arbitrators  shall be
conclusive  and  binding on the parties or (ii)  litigation  before a federal or
state court of competent  jurisdiction  located in the State of New York. If the
Employee elects to have the matter  resolved by arbitration,  the controversy or
claim shall be submitted to the American Arbitration Association through its New
York, New York office, and the hearing of such dispute will be held in New York,
New York.  The  decision of the  arbitrator(s)  will be final and binding on all
parties to the arbitration and said decision may be filed as a final judgment in
any court.

     (g) The headings of the sections of this  Agreement  have been inserted for
convenience of reference only and shall in no way affect the  interpretation  of
any of the terms or conditions of this Agreement.

     (h) If any provision or part thereof of this Agreement for any reason shall
be validly held by an official  body to be invalid or  unenforceable,  the valid
and  enforceable  provisions or parts thereof shall  continue to be given effect
and bind the Employer and Employee.

     (i)  Employer  shall pay  Employee's  reasonable  legal  fees and  expenses
incurred in connection with the negotiation of this Agreement.

     (j) No right or interest to or in any payments or benefits  hereunder shall
be assignable by the Employee;  provided, however, that this provision shall not
preclude him from  designating one or more  beneficiaries  to receive any amount
that  may  be  payable  after  his  death  and  shall  not  preclude  the  legal
representative of his estate from assigning any right hereunder to the person or
persons  entitled  thereto under his will or, in the case of  intestacy,  to the
person or persons entitled thereto under the laws of intestacy applicable to his
estate.  The  term  "beneficiaries"  as  used  in this  Agreement  shall  mean a
beneficiary or beneficiary  or  beneficiaries  so designated to receive any such
amount, or if no beneficiary has been so designated, the legal representative of
the Employee's estate.

     (k)  No  right,  benefit,  or  interest  hereunder,  shall  be  subject  to
anticipation,   alienation,  sale,  assignment,   encumbrance,  charge,  pledge,
hypothecation,  or set-off in respect of any claim,  debt, or obligation,  or to
execution,  attachment,  levy, or similar process, or assignment by operation of
law. Any attempt,  voluntary or involuntary,  to effect any action  specified in
the immediately  preceding  sentence shall, to the full extent permitted by law,
be null, void, and of no effect.

     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 Fanning


                                      E-12