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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
---- ---- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ 3 years Audit and Compensation
▇▇▇▇ ▇. ▇▇▇▇▇▇ 1 year Audit
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Chief Financial Officer Its: Secretary
