EXHIBIT 10.7

                        AMENDMENT TO EMPLOYMENT AGREEMENT

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

     B. Prior to August 1, 1999,  Employer and  Employee  agreed to revisions to
amend the terms of the Employment  Agreement  effective as of August 1, 1999 and
since  that  date  have  acted  in  accordance  with  the  provisions  that  are
memorialized hereunder.

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

          (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 One Hundred Thousand  Dollars  ($100,000) (the
     "Base Salary"), payable in accordance with the Employer's payroll practices
     for its officers.  The Base Salary shall 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.

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

     In addition to Employee's  compensation as provided herein,  Employer shall
     pay incentive compensation for each year (which shall commence on January 1
     and end on December 31) during the Term of Employment 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.  To the extent  incentive  compensation is
     calculated  based on consolidated  pre-tax  operating  income for a partial
     year, the thresholds set forth above shall be adjusted by multiplying  them
     by the number of days of the partial year and dividing  that product by 365
     and  then   calculating   the  incentive   compensation   based  on  actual
     consolidated  pre-tax  operating  income for the  partial  year.  By way of
     example, if incentive  compensation were calculated for a short period from
     January 1 to June 30 based on  consolidated  pre-tax  operating  income for
     that  period of  $6,000,000,  the  thresholds  would be reduced to $991,781
     ($2,000,000 x 181/365),  $1,983,562  ($4,000,000 x 181/365) and  $4,958,904
     ($10,000,000  x 181/365) and the incentive  compensation  would be equal to
     $284,383 (10% x ($1,983,562 - $990,781) + (5% x ($4,958,904 - $1,983,562) +
     (3.5% x ($6,000,000 - $4,958,904). Notwithstanding the foregoing, for 1999,
     incentive compensation shall not be calculated for a partial year and shall
     for that year only,  notwithstanding  the effective date of this Amendment,
     be calculated  based on the consolidated  pre-tax  operating income for the
     entire calendar year.


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     3. Section  7(d)(i) of the  Employment  Agreement is hereby  amended in its
entirety to read as follows:

     (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)
     the greater of (1) the sum of (x) 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),  plus (y) 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 or (2) the Original  Compensation  Amount, as defined
     herein,  (B) the annual cost to the  Employer of any  benefits,  other than
     those provided for by Section 4(d), then provided to Employee,  and (C) the
     amount  contributed  by the  Employer  on  behalf of the  Employee  for the
     calendar  year  ending  immediately  prior  to  the  termination,   without
     duplication  of  amounts  accounted  for under  clauses  (A) or (B) of this
     subsection,  to any pension,  deferred compensation,  retirement or similar
     plan of the  Employer.  For purposes  hereof,  the  "Original  Compensation
     Amount"  shall  mean  the sum of (x)  Three  Hundred  Eighty-Five  Thousand
     Dollars  ($385,000) and (y) an amount equal to 5% of the Employer's highest
     consolidated  pre-tax  operating income during the three (3) calendar years
     immediately prior to the Change of Control to the extent it is in excess of
     $2,500,000, but not in excess of $3,000,000, plus 3.5% of such consolidated
     pre-tax operating income to the extent it is in excess of $3,000,000.

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



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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 Fanning




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