Exhibit 10.61


                         OUTSOURCE INTERNATIONAL, INC.
                         -----------------------------

                                FIFTH AMENDMENT
                                       TO
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         This Fifth Amendment (this "Fifth Amendment"), dated as of January 31,
2000, among (a) OUTSOURCE INTERNATIONAL, INC. (the "Borrower"), (b) CAPITAL
STAFFING FUND, INC.; (c) OUTSOURCE FRANCHISING, INC.; (d) SYNADYNE I, INC.; (e)
SYNADYNE II, INC.; (f) SYNADYNE III, INC.; (g) SYNADYNE IV, INC.; (h) SYNADYNE
V, INC.; (i) EMPLOYEES INSURANCE SERVICES, INC.; (j) OUTSOURCE INTERNATIONAL OF
AMERICA, INC.; (k) MASS STAFF, INC.; (l) STAFF ALL, INC.; (m) OUTSOURCE OF
NEVADA, INC.; (n) EMPLOYMENT CONSULTANTS, INC.; (o) X-TRA HELP, INC.; (p)
CO-STAFF, INC.; (q) GUARDIAN EMPLOYER EAST, LLC; (r) GUARDIAN EMPLOYER WEST,
LLC; (s) each of the banks party to the Credit Agreement hereinafter referred to
(collectively, the "Banks") and (t) BANKBOSTON, N.A., as agent for the Banks
(the "Agent"), pursuant to that certain Third Amended and Restated Credit
Agreement (as amended, the "Credit Agreement"), dated as of July 27, 1998, among
the Borrower, the Banks and the Agent. Capitalized terms used herein and which
are not otherwise defined shall have the respective meanings ascribed thereto in
the Credit Agreement.

         WHEREAS, (i) the Borrower and (ii) each Subsidiary of the Borrower
party to a Subsidiary Guarantee and whose name appears on the signature page
hereof (a "Guarantor") have requested that the Banks and the Agent agree to
amend the terms of the Credit Agreement in certain respects; and

         WHEREAS, the Banks and the Agent are willing to amend the terms of the
Credit Agreement in such respects, upon the terms and subject to the conditions
contained herein; and

         NOW, THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         ss.1. Amendment to Definitions. Section 1.1 of the Credit Agreement is
hereby amended by deleting the words "January 31, 2000" appearing in the
definition of "Termination Date", and substituting in lieu thereof the words
"March 31, 2000".

         ss.2. Confirmation of Obligations. The Borrower hereby confirms that
the obligations of the Borrower arising under each of the Loan Documents to
which it is a party, including Indebtedness consisting of Revolving Credit
Loans, Swingline Loans and L/C Obligations, are included in the Obligations, are
not subject to any claims or defenses whatsoever, and constitute valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with its terms, except as enforceability



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may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law). Each Guarantor hereby confirms that the obligations of such
Guarantor arising under each of the Loan Documents to which it is a party are
included in the Obligations, are not subject to any claims or defenses
whatsoever, and constitute valid and binding obligations of such Guarantor
enforceable against such Guarantor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

         ss.3. Release. The Borrower and each Guarantor, on the Borrower's and
each Guarantors own behalf and on behalf of the Borrower's and each Guarantors
successors and assigns, hereby waive, release and discharge the Agent and each
Bank and all of the affiliates of the Agent and each Bank, and all of the
directors, officers, employees, attorneys and agents of the Agent, each Bank and
such affiliates, from any and all claims, demands, actions or causes of action
(known and unknown) arising out of or in any way relating to the Loan Documents
and any documents, agreements, dealings or other matters connected with the
Credit Agreement, in each case to the extent arising (x) on or prior to the date
hereof or (y) out of, or relating to, actions, dealings or matters occurring on
or prior to the date hereof. The waivers, releases, and discharges in this ss.3
shall be effective regardless of whether the conditions to this Fifth Amendment
are satisfied and regardless of any other event that may occur or not occur
after the date hereof.

         ss.4. Covenants. The Borrower and each Guarantor hereby agrees that:

         (a) the Borrower shall deliver to the Agent and the Banks, the
Borrower's and its Subsidiaries' preliminary December, 1999 monthly financial
statements; and

         (b) the Borrower and each Guarantor shall, to the extent that it has
not previously done so, forthwith deliver to the Agent all promissory notes,
intercompany notes and other instruments evidencing any intercompany or other
debt obligations in favor of the Borrower or such Guarantor, together with
appropriate transfer powers for each, all to be held upon the terms of the
Security Documents.

         ss.5. Representations and Warranties. The Borrower and each of the
Guarantors represent and warrant to the Banks and the Agent as follows:

         (a) Representations and Warranties in Credit Agreement. The
representations and warranties of the Borrower and each of the Guarantors
contained in the Credit Agreement, as amended hereby, (a) were true and correct
in all material respects when made, and (b) except (i) as a result of changes in
the ordinary course of business permitted under the Credit Agreement and (ii) to
the extent such representations and warranties by their terms are made solely as
of a prior date, continue to be true and correct in all material respects on the
date hereof.



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         (b) Authority, Etc. The execution and delivery by the Borrower and each
of the Guarantors of this Fifth Amendment and the performance by the Borrower
and each of the Guarantors of all of their agreements and obligations under this
Fifth Amendment and the Credit Agreement as amended hereby (i) are within the
corporate authority of the Borrower and each of the Guarantors, (ii) have been
duly authorized by all necessary corporate or other proceedings or actions, as
the case may be, by the Borrower and each of the Guarantors, (iii) do not
conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which the Borrower or any of the Guarantors is
subject or any judgment, order, writ, injunction, license or permit applicable
to the Borrower or any of the Guarantors, and (iv) do not conflict with any
provision of the corporate charter, by-laws or partnership agreement of, or any
agreement or other instrument binding upon, the Borrower or any of the
Guarantors.

         (c) Enforceability of Obligations. This Fifth Amendment, and the Credit
Agreement as amended hereby, and the other Loan Documents constitute the legal,
valid and binding obligations of the Borrower and each of the Guarantors
enforceable against each such Person in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). After giving effect
to this Fifth Amendment, no Default or Event of Default exists under the Credit
Agreement.

         ss.6. Conditions to Effectiveness. This Fifth Amendment shall be
effective as of the date hereof (the "Effective Date") upon the following
conditions precedent being satisfied on or before February 1, 2000:

         (a) receipt by the Agent of an original counterpart signature to this
Fifth Amendment, duly executed and delivered by the Borrower, each of the
Guarantors, each of the Banks and the Agent;

         (b) receipt by the Agent of evidence, satisfactory to the Agent, of the
Borrower's and the Guarantors' compliance with their undertakings contained in
ss.ss.4(a) and (b);

         (c) payment by the Borrower of the legal, appraisal, consultant and
out-of-pocket fees and expenses of the Agent, in each case, to the extent that
invoices for the same have been presented to the Borrower; and

         (d) payment by the Borrower of all fees and expenses of Nightingale &
Associates, LLC, DeBellas & Co. and any other consultant retained by the Agent
and/or the Banks in connection with consulting services, to the extent that
invoices for the same have been presented to the Borrower (in addition to any
amounts previously paid as a retainer).

         ss.7. Miscellaneous Provisions. (a) Except as otherwise expressly
provided by this Fifth Amendment, all of the terms, conditions and provisions of
the Credit



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Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Fifth Amendment and the Credit Agreement
shall be read and construed as one instrument.

         (b) THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING
TO, THE LAWS OF THE STATE OF CONNECTICUT (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW).

         (c) This Fifth Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument. In
making proof of this Fifth Amendment it shall not be necessary to produce or
account for more than one counterpart signed by each party hereto by and against
which enforcement hereof is sought.

         (d) Headings or captions used in this Fifth Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof.

         (e) The Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by
the Agent in connection with the preparation of this Fifth Amendment (including
without limitation, recording and filing fees, notarization fees, stamp taxes,
any other tax imposed by reason of the execution and delivery of the Loan
Documents, the reasonable fees and expenses of counsel to the Agent and the
reasonable fees and expenses of the Agent's commercial finance examiners and
commercial auditors).



<PAGE>

IN WITNESS WHEREOF, each of the undersigned has duly executed this
Fifth Amendment as of the date first set forth above.

                                        OUTSOURCE INTERNATIONAL, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        CAPITAL STAFFING FUND, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        OUTSOURCE FRANCHISING, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        SYNADYNE I, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Vice President

                                        SYNADYNE II, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Vice President

                                        SYNADYNE III, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Vice President



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                                        SYNADYNE IV, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Vice President

                                        SYNADYNE V, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Vice President

                                        EMPLOYEES INSURANCE SERVICES, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        OUTSOURCE INTERNATIONAL OF AMERICA, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        MASS STAFF, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        STAFF ALL, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President



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                                        OUTSOURCE OF NEVADA, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        EMPLOYMENT CONSULTANTS, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        X-TRA HELP, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        CO-STAFF, INC.
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: President

                                        GUARDIAN EMPLOYER EAST, LLC
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Manager

                                        GUARDIAN EMPLOYER WEST, LLC
                                        By: /s/ Paul M. Burrell
                                        ---------------------------------------
                                        Name: Paul M. Burrell
                                        Title: Manager



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                                 BANKBOSTON, N.A., individually and as Agent
                                 By: /s/ C. Christopher Smith
                                 --------------------------------------
                                 Name: C. Christopher Smith
                                 Title: Vice President

                                 COMERICA BANK
                                 By: /s/ Martin G. Ellis
                                 --------------------------------------
                                 Name: Martin G. Ellis
                                 Title: Vice President

                                 LASALLE BANK NATIONAL ASSOCIATION
                                 By: /s/ John J. McGuire
                                 ---------------------------------------
                                 Name: John J. McGuire
                                 Title: First Vice President

                                 SUNTRUST BANK, SOUTH FLORIDA,
                                 NATIONAL ASSOCIATION
                                 By: /s/ Byron P. Kurtgis
                                 --------------------------------------
                                 Name: Byron P. Kurtgis
                                 Title: Director

                                 FLEET NATIONAL BANK
                                 By: /s/ C. Christopher Smith
                                 ---------------------------------------
                                 Name: C. Christopher Smith
                                 Title: Banking Officer