<PAGE>   1
                                                                  EXHIBIT 10.8.6

                                AMENDMENT NO. 1
                    TO AMENDED AND RESTATED CREDIT AGREEMENT


         This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment Agreement"), dated as of December 31, 1999 is made by and among
ACSYS, INC. a Georgia corporation having its principal place of business in
Atlanta, Georgia (the "Borrower"), BANK OF AMERICA, N.A., SUCCESSOR IN INTEREST
TO NATIONSBANK, N. A., a national banking association organized and existing
under the laws of the United States, as Lender, BANK OF AMERICA, N.A.,
SUCCESSOR IN INTEREST TO NATIONSBANK, N. A., in its capacity as administrative
agent for the Lenders (in such capacity, the "Agent"), and the Lenders party
hereto. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Credit Agreement (as defined below).

                              W I T N E S S E T H:


         WHEREAS, the Borrower, the Agent and the Lenders have heretofore
entered into that certain Amended and Restated Revolving Credit Agreement dated
as of April 13, 1999 (as amended, modified, supplemented or amended and
restated from time to time, the "Credit Agreement") pursuant to which the
Lenders agreed to make a revolving credit facility to the Borrower; and

         WHEREAS, each Domestic Subsidiary of the Borrower (each a "Guarantor"
and collectively the "Guarantors") is party to that certain Amended and
Restated Guaranty and Suretyship Agreement dated as of April 13, 1999 (as
amended, modified, supplemented or amended and restated from time to time, the
"Guaranty Agreement") pursuant to which the Guarantors guaranteed full payment
and performance of the Borrower's Obligations under the Credit Agreement; and

         WHEREAS, the Borrower has requested that the Agent and the Lenders
amend the Credit Agreement in the manner provided herein; and

         WHEREAS, upon the terms and conditions contained herein, the Agent and
the Lenders are willing to amend the Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and conditions herein
set forth, it is hereby agreed as follows:

         1.       CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof,
the Credit Agreement is hereby amended, effective as of the date the conditions
set forth in Section 3 of this Amendment Agreement are satisfied, as follows:

         (a)      The definition of "Applicable Margin" in Section 1.02 is
                  hereby amended and restated as follows:


<PAGE>   2
                  "'Applicable Margin' means, at any time during the periods
                  below, that percent per annum for the fiscal quarter set
                  forth in Table I below which shall be based upon the
                  Revolving Credit Outstandings as at the last day of the
                  preceding fiscal quarter as specified in Table I below:

                                    TABLE I

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
       Fiscal Quarter and Revolving Credit              Applicable Margin for              Applicable Margin for
                  Outstandings                             Base Rate Loans                 Eurodollar Rate Loans
----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                                <C>
October 1, 2000 to December 31, 2000 and
Revolving Credit Outstandings equal  or exceed                  2.25%                             3.75%
$35,000,000 as at September 30, 2000
----------------------------------------------------------------------------------------------------------------------
January 1, 2001 to March 31, 2001 and  Revolving
Credit  Outstandings equal or exceed $30,000,000                2.50%                             4.00%
as at December 31, 2000
----------------------------------------------------------------------------------------------------------------------
April 1, 2001 to June 30,  2001 and July 1, 2001
to  October  31,  2001  and   Revolving   Credit                2.75%                             4.25%
Outstandings  equal or exceed  $25,000,000 as at
March 31, 2001 and June 30, 2001, respectively
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                  ; provided, however that from January 1, 2000 to and
                  including September 30, 2000, the Applicable Margin shall be
                  2.00% for Base Rate Loans and 3.50% for Eurodollar Rate
                  Loans; provided, further, however, that if the Revolving
                  Credit Outstandings shall be less than the amounts described
                  in Table I above as at the last day of the fiscal quarter
                  specified, and the Compliance Certificate for the
                  Four-Quarter Period ending on such date indicates that the
                  Consolidated Leverage Ratio is not more than 3.00 to 1.00 and
                  the Consolidated Fixed Charge Coverage Ratio is not less than
                  1.75 to 1.00 and no other Default or Event of Default exists,
                  then the Applicable Margin shall be based on the Consolidated
                  Leverage Ratio as set forth in Table II below starting on the
                  date next following the date the Compliance Certificate for
                  such Four-Quarter Period is received:


                                       2
<PAGE>   3
                                    TABLE II

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        Tier                    Consolidated Leverage Ratio                  Applicable              Applicable
                                                                           Margin for Base           Margin for
                                                                              Rate Loans           Eurodollar Rate
                                                                                                        Loans
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                <C>                     <C>
         I                  Equal to or less than 1.50 to 1.00                 0.00%                   1.50%
----------------------------------------------------------------------------------------------------------------------
         II             Greater than 1.50 to 1.00 and less than or             0.25%                   1.75%
                                   equal to 2.00 to 1.00
----------------------------------------------------------------------------------------------------------------------
        III             Greater than 2.00 to 1.00 and less than or             0.50%                   2.00%
                                   equal to 2.50 to 1.00
----------------------------------------------------------------------------------------------------------------------
         IV             Greater than 2.50 to 1.00 and less than or             0.75%                   2.25%
                                   equal to 3.00 to 1.00
----------------------------------------------------------------------------------------------------------------------
         V                       Greater than 3.00 to 1.00                     1.00%                   2.50%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                  and provided, further, however, that if the Revolving Credit
                  Outstandings shall be greater than or equal to the amounts
                  described in Table I above as at the last day of the fiscal
                  quarter specified, and the Compliance Certificate for the
                  Four-Quarter Period ending on such date indicates that the
                  Consolidated Leverage Ratio is not more than 3.00 to 1.00 and
                  the Consolidated Fixed Charge Coverage Ratio is not less than
                  1.75 to 1.00 and no other Default or Event of Default exists,
                  then the Applicable Margin shall be based on the Consolidated
                  Leverage Ratio as set forth in Table III below starting on
                  the date next following the date the Compliance Certificate
                  for such Four-Quarter Period is received:

                                   TABLE III

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
        Tier                    Consolidated Leverage Ratio                  Applicable              Applicable
                                                                           Margin for Base           Margin for
                                                                              Rate Loans           Eurodollar Rate
                                                                                                        Loans
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                <C>                     <C>
         I                  Equal to or less than 1.50 to 1.00                 1.00%                   2.50%
----------------------------------------------------------------------------------------------------------------------
         II             Greater than 1.50 to 1.00 and less than or             1.25%                   2.75%
                                   equal to 2.00 to 1.00
----------------------------------------------------------------------------------------------------------------------
        III             Greater than 2.00 to 1.00 and less than or             1.50%                   3.00%
                                   equal to 2.50 to 1.00
----------------------------------------------------------------------------------------------------------------------
         IV             Greater than 2.50 to 1.00 and less than or             1.75%                   3.25%
                                   equal to 3.00 to 1.00
----------------------------------------------------------------------------------------------------------------------
         V                       Greater than 3.00 to 1.00                     2.00%                   3.50%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                  The Applicable Margin shall be established at the end of each
                  fiscal quarter of the Borrower (each, a "Determination
                  Date"). With respect to changes in the Applicable Margin
                  based on the Consolidated Leverage Ratio set forth in the
                  Tables II and III above, each such change in the Applicable
                  Margin following each Determination Date shall be determined
                  based upon the computations set


                                       3
<PAGE>   4
                  forth in the Compliance Certificate furnished to the Agent
                  pursuant to Section 8.01(a)(ii) and Section 8.01(b)(ii),
                  subject to review and approval of such computations by the
                  Agent, shall be effective commencing on the date following
                  the date such Compliance Certificate is received (or, if
                  earlier, the date such Compliance Certificate was required to
                  be delivered) until the date following the date on which a
                  new Compliance Certificate is delivered (or, if a new
                  Compliance Certificate is delivered later than required,
                  until the date preceding the date such Compliance Certificate
                  was required to have been delivered); provided, however, if
                  the Borrower shall fail to deliver any such Compliance
                  Certificate within the time period required by Section 8.01,
                  then the Applicable Margin shall be the Applicable Margin
                  listed in Table I above for the applicable fiscal quarter and
                  the type of Loan, regardless of the principal amount of
                  Revolving Credit Outstandings, until the appropriate
                  Compliance Certificate is so delivered.

         (b)      Section 1.02 is hereby amended by adding a new definition of
                  "Cash Collateral Account" as follows:

                  "`Cash Collateral Account' shall have the meaning ascribed
                  thereto in the Cash Collateral Agreement."

         (c)      Section 1.02 is hereby amended by adding a new definition of
                  "Cash Collateral Agreement" as follows:

                  "'Cash Collateral Agreement' means that certain Cash
                  Collateral Agreement entered into by and among the Borrower,
                  its Subsidiaries and the Agent on behalf of the Lenders
                  substantially in the form of Exhibit L hereof."

         (d)      The definition of "Change of Control" in Section 1.02 is
                  hereby amended by deleting section (ii) thereof and replacing
                  in its stead the following:

                  "(ii) the replacement of a majority of the Board of Directors
                  of the Borrower over an eighteen month period commencing on
                  December 31, 1999 from the directors who constituted the
                  Board of Directors of the Borrower at the beginning of such
                  period, and the election of each such replacement director
                  shall not have been approved by a vote of at least a majority
                  of the Board of Directors of the Borrower then still in
                  office who either were members of such Board of Directors at
                  the beginning of such period or whose election as a member of
                  such Board of Directors was previously so approved."

                  and by deleting section (iii) thereof and replacing in its
                  stead the following:

                  "(iii) any Person or two or more Persons, other than those
                  persons listed in clause (ii) hereof, acting in concert shall
                  have acquired by contract or otherwise, or shall have entered
                  into a contract or arrangement that, upon consummation
                  thereof, will result in its or their acquisition of the power
                  to exercise, directly or indirectly, a controlling influence
                  on the management or policies of the Borrower; provided,


                                       4
<PAGE>   5
                  however, that the following shall not be included in this
                  definition of "Change of Control": the Borrower's entry into
                  (i) any contract or arrangement for the purchase or merger of
                  the Borrower by or with any Person or Persons which provides
                  in writing for payment in full of all of the Obligations
                  hereunder and reduction of the Total Revolving Credit
                  Commitment to zero prior to or concurrently with
                  effectiveness of such purchase or merger transaction or (ii)
                  a letter of intent (or similar documentation less binding
                  than, or intended to be preliminary to, a definitive purchase
                  and sale or merger agreement) for the negotiation of the
                  purchase or merger of the Borrower by or with any Person or
                  Persons and the conduct of due diligence relating thereto."

         (e)      The definition of "Consolidated EBITDA" in Section 1.02 is
                  hereby amended in its entirety so that as amended it reads as
                  follows:

                  "Consolidated EBITDA" means, with respect to the Borrower and
                  its Subsidiaries for the Four-Quarter Period ending on the
                  date of computation thereof, the sum of, without duplication
                  (i) Consolidated Net Income, (ii) Consolidated Interest
                  Expense, (iii) state and federal taxes on income (to the
                  extent accrued by the Borrower and its Subsidiaries), (iv)
                  amortization, (v) depreciation, and (vi) expenses incurred in
                  connection with the severance of employees by the Borrower or
                  any Subsidiary during the fiscal quarter ended December 31,
                  1999 in an amount not to exceed $2,200,000 for each of the
                  four Four-Quarter Periods which include the fiscal quarter
                  ended December 31, 1999 (in addition to any amounts
                  previously incurred in connection with the severance of
                  employees by the Borrower or any Subsidiary during the fiscal
                  quarters ended March 31, 1999 and September 30, 1999 as set
                  forth in the Compliance Certificates and supporting schedules
                  thereto previously delivered by the Borrower for such fiscal
                  quarters), all determined on a consolidated basis in
                  accordance with GAAP applied on a Consistent Basis."

         (f)      The definition of "Required Lenders" in Section 1.02 is
                  hereby amended by deleting the phrase "66 2/3%" in the
                  second line of such definition and replacing in its stead the
                  phrase "80%."

         (g)      The definition of "Stated Termination Date" in Section 1.02
                  is hereby amended in its entirety so that as amended it reads
                  as follows:

                  "Stated Termination Date" means October 31, 2001.

         (h)      The definition of "Total Revolving Credit Commitment" in
                  Section 1.02 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "Total Revolving Credit Commitment" means a principal amount
                  equal to $55,000,000, as reduced from time to time in
                  accordance with Section 2.07."


                                       5
<PAGE>   6
         (i)      Section 2.12 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "2.12 Use of Proceeds. The proceeds of the Loans made
                  hereunder shall be used by the Borrower as follows: (i) a
                  principal amount not to exceed $45,000,000 at any time
                  outstanding may be used to finance working capital, capital
                  expenditures and other lawful general corporate purposes, and
                  (ii) a principal amount not to exceed $10,000,000 at any time
                  outstanding may be used to finance Acquisitions permitted
                  hereunder."

         (j)      Section 4.07 is hereby amended and restated in its entirety
                  so that as amended it reads as follows:

                  "4.07. Replacement Banks. If (a) a Lender requests
                  compensation from the Borrower pursuant to Section 4.01, (b)
                  it becomes unlawful for a Lender to make Eurodollar Rate
                  Loans as set forth in Section 4.03, (c) a Lender refuses or
                  otherwise fails to consent to any waiver, amendment or other
                  modification of any Loan Document which (i) requires the
                  written consent of more than the Required Lenders under
                  Section 12.06 and (ii) has been approved in writing by the
                  Required Lenders or (d) the Borrower elects to replace First
                  Union as a Lender, then so long as there does not then exist
                  any Default or Event of Default, the Borrower may, in its
                  sole discretion, on ten (10) Business Days' prior written
                  notice to the Agent and any such Lender described in clauses
                  (a), (b), (c) or (d) above, cause such Lender to (and such
                  Lender shall) assign, pursuant to Section 12.01, all of its
                  rights and obligations under this Agreement to an Eligible
                  Assignee designated by the Borrower which is willing to
                  become a Lender for a purchase price equal to the outstanding
                  principal amount of the Loans and Reimbursement Obligations
                  payable to such Lender plus any accrued but unpaid interest
                  on such Loans and Reimbursement Obligations, any accrued but
                  unpaid fees payable hereunder to such Lender and any other
                  amount payable to such Lender under this Agreement; provided,
                  however, that any expenses or other amounts which would be
                  owing to such Lender pursuant to any indemnification
                  provision hereof (including, if applicable, Section 4.05)
                  shall be payable by the Borrower as if the Borrower had
                  prepaid the Loans of such Lender rather than such Lender
                  having assigned its interest hereunder, and provided,
                  further, however, that the replacement of First Union as a
                  Lender shall require the approval of all Lenders other than
                  First Union. The Borrower or the assignee shall pay the
                  applicable processing fee under Section 12.01. This Section
                  4.07 shall not be applicable to the replacement of the Swing
                  Line Lender."

         (k)      Article VIII is hereby amended by adding the following
                  Section 8.21 to the end of such Article:

                  "8.21 Cash Collateral Agreement. Subject to the terms of the
                  Cash Collateral Agreement, ensure that all of the accounts
                  receivable of the Borrower and its


                                       6
<PAGE>   7
                  Subsidiaries are paid directly by the account debtors into a
                  Cash Collateral Account established by the Borrower with the
                  Agent."

         (l)      Section 9.01 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "9.01 Consolidated Leverage Ratio. Permit at the end of each
                  fiscal quarter the Consolidated Leverage Ratio to exceed that
                  set forth opposite such period:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Four Quarter Periods Ending:                                        Consolidated Leverage Ratio
------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>
December 31, 1999                                                          3.35 to 1.00
------------------------------------------------------------------------------------------------------------
March 31, 2000                                                             3.35 to 1.00
------------------------------------------------------------------------------------------------------------
June 30, 2000                                                              3.35 to 1.00
------------------------------------------------------------------------------------------------------------
September 30, 2000                                                         3.15 to 1.00
------------------------------------------------------------------------------------------------------------
December 31, 2000  and thereafter                                          3.00 to 1.00
------------------------------------------------------------------------------------------------------------
</TABLE>


         (m)      Section 9.02 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "9.02 Consolidated Fixed Charge Coverage Ratio. Permit at the
                  end of each fiscal quarter the Consolidated Fixed Charge
                  Coverage Ratio to be less than that set forth opposite such
                  period:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Four Quarter Periods Ending:                                Consolidated Fixed Charge Coverage Ratio
------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
December 31, 1999                                                         1.50 to 1.00
------------------------------------------------------------------------------------------------------------
March 31, 2000                                                            1.25 to 1.00
------------------------------------------------------------------------------------------------------------
June 30, 2000                                                             1.25 to 1.00
------------------------------------------------------------------------------------------------------------
September 30, 2000                                                        1.50 to 1.00
------------------------------------------------------------------------------------------------------------
December 31, 2000 and thereafter                                          1.75 to 1.00
------------------------------------------------------------------------------------------------------------
</TABLE>


         (n)      Section 9.04 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "9.04 Capital Expenditures. Make or become committed to make
                  Capital Expenditures (i) which exceed $8,000,000 in the
                  aggregate for the combined two Fiscal Year period of the
                  Borrower commencing with the Fiscal Year ending December 31,
                  1999 and ending with the Fiscal Year ending December 31, 2000
                  or (ii) which exceed $4,000,000 in the aggregate in any
                  Fiscal Year of the Borrower commencing with the Fiscal Year
                  ending December 31, 2001 (on a noncumulative basis, provided
                  that the Borrower may carry forward to a subsequent Fiscal
                  Year up to $4,000,000 not expended in the previous Fiscal
                  Year).


                                       7
<PAGE>   8
         (o)      Section 9.08 (iv)(D) is hereby amended in its entirety so
                  that as amended it reads as follows:

                  "(D) the consent of the Required Lenders shall be required
                  and"

         (p)      Section 9.10 is hereby amended in its entirety so that as
                  amended it reads as follows:

                  "9.10. Restricted Payments. Make any Restricted Payment or
                  apply or set apart any of their assets therefor or agree to
                  do any of the foregoing; provided, however, the Borrower (i)
                  may purchase up to $1,000,000 of its own stock in each Fiscal
                  Year so long as (A) such repurchased stock is immediately
                  retired and not held in treasury stock and (B) immediately
                  prior to and immediately after giving effect thereto no
                  Default or Event of Default shall exist or occur and be
                  continuing and (ii) shall be permitted to make or pay a
                  dividend or distribution on account of its capital stock or
                  on account of any Right (as defined hereinafter) consisting
                  of either (A) a right issued under any plan duly adopted by
                  the Board of Directors of the Borrower to acquire Permitted
                  Preferred Stock (as defined below) upon exercise of such
                  right (a "Right"), (B) the Borrower's common stock or (C)
                  Permitted Preferred Stock. As used herein, "Permitted
                  Preferred Stock" shall mean any preferred stock of the
                  Borrower that (I) does not require the Borrower to pay a
                  dividend on account of such preferred stock (other than in
                  connection with the requirement under any preferred stock, if
                  a dividend is being paid on the common stock, to pay a
                  dividend in an equal amount per share as that paid on the
                  common stock) and (II) is not mandatorily redeemable or
                  redeemable at the option of the holder thereof. The Borrower
                  agrees and acknowledges that it is prohibited from paying any
                  dividend or other distribution on account of its capital
                  stock or any Right other than dividends or distributions
                  payable in the Borrower's common stock, in a Right or in
                  Permitted Preferred Stock."

         (q)      Exhibit A of the Credit Agreement is hereby replaced with
                  Exhibit A attached hereto.

         (r)      The Credit Agreement is hereby amended by adding a new
                  Exhibit L consisting of the form of Cash Collateral Agreement
                  attached as Exhibit B hereto.

         2.       REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and the Lenders to enter into this Amendment Agreement, the Borrower hereby
represents and warrants that the Credit Agreement has been re-examined by the
Borrower and that except as disclosed by the Borrower in writing to the Lenders
as of the date hereof:

                  (a)      The representations and warranties made by the
         Borrower in Article VII thereof are true on and as of the date hereof
         (except for those representations and warranties which expressly
         relate to an earlier date) except that the financial statements
         referred to in Section 7.01(f) shall be those most recently furnished
         to each Lender pursuant to Section 8.01;


                                       8
<PAGE>   9

                  (b)      There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its
         Subsidiaries since the Closing Date, other than changes in the
         ordinary course of business, and no event has occurred which could
         reasonably be likely to have a Material Adverse Effect; and

                  (c)      No condition exists which would constitute a Default
         or an Event of Default on the part of the Borrower under the Credit
         Agreement or the Notes, either immediately or with the lapse of time
         or the giving of notice, or both.

         3.       CONDITIONS PRECEDENT. The effectiveness of this Amendment
Agreement is subject to the receipt by the Agent of the following:

                  (a)      five counterparts of this Amendment Agreement duly
         executed by all signatories hereto; and

                  (b)      five counterparts of the Cash Collateral Agreement
         duly executed by all signatories thereto; and

                  (c)      copies of all additional agreements, instruments and
         documents which the Agent may reasonably request, such documents, when
         appropriate, to be certified by appropriate governmental authorities;
         and

                  (d)      receipt of payment by the Agent for the pro rata
         benefit of the Lenders of an amendment fee equal to $275,000; and

                  (e)      receipt of payment by the Agent for all its fees,
         costs and expenses incurred in connection with the preparation,
         negotiation and execution of this Amendment Agreement, including
         without limitation the reasonable fees and disbursements of counsel to
         the Agent.

         4.       ENTIRE AGREEMENT. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, condition,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as in this Amendment Agreement otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Amendment
Agreement may be changed, modified, waived or canceled orally or otherwise, in
accordance with Section 12.06 of the Credit Agreement.

         5.       CONSENT OF GUARANTORS. The Guarantors have joined in the
execution of this Amendment Agreement for the purposes of consenting hereto and
for the further purpose of confirming their guaranty of the Obligations of the
Borrower as provided in the Guaranty Agreement.


                                       9
<PAGE>   10
         6.       CONSENT OF FIRST UNION. By execution of this Amendment, First
Union National Bank authorizes its replacement as a Lender subject to the
provisions of Section 4.07 of the Credit Agreement, as amended.

         7.       FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective terms.

         8.       COUNTERPARTS. This Amendment Agreement may be executed in any
number of counterparts, each of which shall be deemed an original as against
any party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.

         9.       GOVERNING LAW. Section 12.14 of the Credit Agreement shall
apply to this Amendment Agreement.

         10.      ENFORCEABILITY. Should any one or more of the provisions of
this Amendment Agreement be determined to be illegal or unenforceable as to one
or more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

         11.      CREDIT AGREEMENT. All references in any of the Loan Documents
to the Credit Agreement shall mean and include the Credit Agreement as amended
hereby.

         12.      SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be
binding upon and inure to the benefit of each of the Borrower, the Lenders, the
Agent and their respective successors, assigns and legal representatives;
provided, however, that the Borrower, without the prior written consent of the
Lenders, may not assign any rights, powers, duties or obligations hereunder.

                            [Signature Pages Follow]


                                      10
<PAGE>   11
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first written above.



                                  BORROWER:

                                  ACSYS, INC.

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                  GUARANTORS:

                                  DAVID C. COOPER AND ASSOCIATES, INC.
                                  ACSYS FINANCIAL STAFFING, INC.
                                  EKT, INC.
                                  INFINITY ENTERPRISES, INC.
                                  CAMA OF TAMPA, INC.
                                  ACSYS RESOURCES, INC.
                                  C.P.A. STAFFING, INC.
                                  RYLAN FORBES CONSULTING GROUP, INC.
                                  ACSYS IT, INC.
                                  DRAMONDI, INC.
                                  KPD SYSTEMS, INC.
                                  STAFFING EDGE, INC.

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------

                                  AI INVESTMENTS, INC.

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                      11
<PAGE>   12
                                  AGENT:

                                  BANK OF AMERICA, N.A., as Agent for the
                                  Lenders

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                  LENDERS:

                                  BANK OF AMERICA, N.A.

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                  FIRST UNION NATIONAL BANK

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                  WACHOVIA BANK, N.A.

                                  BY:
                                     --------------------------------------
                                  NAME:
                                       ------------------------------------
                                  TITLE:
                                        -----------------------------------


                                      12
<PAGE>   13
                          Exhibit A to Amendment No. 1

                                   EXHIBIT A

                       Applicable Commitment Percentages

<TABLE>
<CAPTION>
Name of Lender                      Revolving Credit                   Applicable
--------------                      ----------------                   ----------
                                    Commitment                         Commitment Percentage
                                    ----------                         ---------------------

<S>                                 <C>                                <C>
Bank of America, N.A.               $27,500,000                        50.0000000%

First Union National Bank           $13,750,000                        25.0000000%

Wachovia Bank, N.A.                 $13,750,000                        25.0000000%


TOTAL                               $55,000,000                               100%
</TABLE>


                                      13
<PAGE>   14

                          Exhibit B to Amendment No. 1

                                   EXHIBIT L

                       Form of Cash Collateral Agreement


                                 See attached.





                                      14