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                                                                   EXHIBIT 10.31


                  FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


         This First Amendment to Revolving Credit Agreement ("First Amendment")
is made as of July 27, 1998 by and among Provant, Inc. ("Borrower"), a Delaware
business corporation having its principal place of business at 67 Batterymarch
Street, Suite 500, Boston, Massachusetts 02110, Fleet National Bank, a national
banking association ("Fleet"), BankBoston, N.A., a national banking association
("BankBoston") and Fleet National Bank, as agent for itself and BankBoston (the
"Agent").

                                    RECITALS

         WHEREAS, the Borrower, Fleet and the Agent have previously entered into
that certain Revolving Credit Agreement, dated as of April 8, 1998 (the "Credit
Agreement"), pursuant to which Fleet has made available to the Borrower a
revolving credit loan facility having a maximum available borrowing amount of
$40,000,000 (the "Original Commitment"); and

         WHEREAS, Fleet has this day assigned a portion of the Original
Commitment held by it to BankBoston pursuant to an Assignment and Acceptance (as
defined in the Credit Agreement), and the Borrower has issued replacement Notes
to both Fleet and BankBoston to reflect the aforesaid Assignment and Acceptance;
and

         WHEREAS, the parties hereto now desire to modify and amend the Credit
Agreement in certain respects, all as more particularly set forth hereinbelow.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree to modify and amend the Credit Agreement as follows:

         Section 1. DEFINITIONS. All capitalized terms used herein without
definition shall have their respective meanings provided therefor in the Credit
Agreement.

         Section 2. AMENDMENT OF SPECIFIC PROVISIONS. The following specific
provisions of the Credit Agreement are hereby modified and amended:

         (a)      in Section 7.4(a), the term "150 days" is hereby changed to
                  "90 days";

         (b)      in Section 7.4(b), the term "60 days" is hereby changed to "45
                  days";

         (c)      in Section 8.5.1, clause (viii) shall be amended and restated
                  in its entirety so as to read as follows:

                           "(viii)  The cash consideration for the Permitted
                                    Acquisition does not exceed $15,000,000 and
                                    the total consideration for such Permitted
                                    Acquisition does not exceed $20,000,000 (in
                                    each case exclusive



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                                    of any additional cash consideration which
                                    may be payable in the future based upon
                                    earnings performance for periods subsequent
                                    to the Permitted Acquisition);"

         (d)      in Section 8.5.1, subsection (z) of clause (ix) shall be
                  amended and restated in its entirety so as to read as follows:

                           "(z)     Audited financial statements for the most
                                    recently completed fiscal year of the Person
                                    being acquired (or whose assets are being
                                    substantially acquired), PROVIDED, HOWEVER,
                                    that if the fiscal year of such Person has
                                    concluded less than thirty (30) days prior
                                    to the closing of the Permitted Acquisition,
                                    then the Borrower shall be obligated to
                                    provide such audited financial statements
                                    for the most recently completed fiscal year
                                    of such Person within thirty (30) days
                                    following the closing of the Permitted
                                    Acquisition."

         (e)      in Section 9.5, the phrase "to exceed 3.00:1.00" shall be
                  deleted and in substitution thereof the phrase "to be less
                  than 3.00:1.00" shall be inserted.

         (f)      in Section 19(b), the name of the officer of the Agent to
                  whose attention all notices should be addressed is hereby
                  changed from Mary Barcus, Vice President to Susan Mason, Vice
                  President; and

         (g)      in Section 25, the second sentence shall be amended and
                  restated in its entirety so as to read as follows:

                           "Notwithstanding the foregoing, the rate of interest
                           on the Revolving Credit Notes (other than interest
                           accruing pursuant to ss.4.9 following the effective
                           date of any waiver by the Majority Banks of the
                           Default or Event of Default relating thereto), the
                           term of the Revolving Credit Notes, the amount of the
                           Commitments of the Banks and the amount of the
                           commitment fee and the letter of credit fee hereunder
                           may not be changed without the written consent of the
                           Borrower and the written consent of each Bank
                           affected thereby; neither the Borrower nor any
                           Subsidiary may be released from any of their
                           respective obligations under the Stock Pledge
                           Agreement or the Guaranty without the written consent
                           of all of the Banks; the definition of Majority Banks
                           may not be amended without the written consent of all
                           the Banks; and ss.14 may not be amended without the
                           written consent of the Agent."

         SECTION 3. The Credit Agreement, as modified or amended by this First
Amendment, shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.



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         SECTION 4. MISCELLANEOUS. This First Amendment may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this First Amendment, it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought. This First Amendment is intended
to take effect as a sealed instrument and shall for all purposes be construed in
accordance with and governed by the laws of the Commonwealth of Massachusetts,
(excluding the laws applicable to conflicts or choice of law).

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as an instrument under seal as of the date first above
written.


                                     PROVANT, INC.


                                     By: /s/ Rajiv Bhatt
                                         -------------------------------------
                                         Title: Senior Vice President


                                     BANKBOSTON, N.A.


                                     By: /s/ Timothy Clifford
                                         -------------------------------------
                                         Title: Director


                                     FLEET NATIONAL BANK


                                     By: /s/ Susan Mason
                                         -------------------------------------
                                         Title: Vice President


                                     FLEET NATIONAL BANK, as AGENT


                                     By: /s/ Susan Mason
                                         -------------------------------------
                                         Title: Vice President






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