1 Exhibit 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER BY AND AMONG ROMAC INTERNATIONAL, INC. AND SOURCE SERVICES CORPORATION This Amendment No. 2, dated as of April 17, 1998, is to the Agreement and Plan of Merger by and among Romac International, Inc. ("Romac") and Source Services Corporation ("Source"), dated February 1, 1998, as amended February 11, 1998 (the "Merger Agreement"). BACKGROUND The parties desire to change the Source nominees to the Romac board of directors as described in Schedule 7.2(c) to the Merger Agreement. Except as modified by this Amendment, all terms of the Merger Agreement shall continue in full force and effect. All capitalized terms used herein shall have the same meaning as in the Merger Agreement. The parties agree to amend Schedule 7.2(c) to the Merger Agreement as follows: Name Term Committees of the Board ---- ---- ----------------------- Wayne D. Emigh 3 years Audit and Compensation John N. Allred 1 year Audit Karl A. Vogeler 1 year None IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers as of the date first written above. ROMAC INTERNATIONAL, INC. SOURCE SERVICES CORPORATION By:/s/ Thomas M. Calcaterra By:/s/ Richard DuPont - ---------------------------- ---------------------------- Name: Thomas M. Calcaterra Name: Richard DuPont Its: Chief Financial Officer Its: Secretary