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                                                                    EXHIBIT 10.5


                       SECOND AMENDMENT TO CORESTAFF, INC.
                          1995 LONG-TERM INCENTIVE PLAN



         THIS SECOND AMENDMENT is dated as of January 7, 1997 (the "Amendment")
and shall serve to amend the 1995 Long-Term Incentive Plan, as amended by the
first Amendment dated as of April 15, 1996 (the "Plan").

         WHEREAS, pursuant to and in compliance with Section 7(a) of the Plan,
the Board of Directors of CORESTAFF, Inc. (the "Company") desires to amend the
Plan as set forth in this Amendment to continue to enhance the ability of the
Company to attract and retain the services of individuals who are essential for
the growth and profitability of the Company;

         NOW, THEREFORE, in consideration of the premises set forth herein and
in the Plan, the Plan shall be amended as follows:

                  1. Section 7(c) of the Plan is hereby amended to add as the
         last sentence thereof the following:

                           "The Committee is hereby further authorized to amend
                           the terms and conditions of, and the criteria in,
                           Section 8 of the Plan for any Award (including,
                           without limitation, the terms and conditions for the
                           vesting of Awards and a Change of Control) in order
                           to continue to enhance the ability of the Company to
                           attract and retain the services of individuals who
                           are essential for growth and profitability of the
                           Company."

                  2. This Amendment shall be governed by and construed in
         accordance with the laws of the State of Delaware without regard to
         principles of conflicts of laws.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered and to become effective, all as of the day and year
first above written.

ATTEST:                                CORESTAFF, INC.

By:                                    By:  
   --------------------------------       ---------------------------------
     Peter T. Dameris                       Michael T. Willis
     Senior Vice President and              Chief Executive Officer and 
     Secretary                              President