OUTSOURCE INTERNATIONAL, INC.

                      TEMPORARY WAIVER AND SECOND AMENDMENT
                                       TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         This Temporary Waiver and Second Amendment (this "Amendment"), dated as
of June 30, 1999, among (a) OUTSOURCE INTERNATIONAL, INC. (the "Borrower"), (b)
OUTSOURCE FUNDING CORPORATION; (c) CAPITAL STAFFING FUND, INC.; (d) OUTSOURCE
FRANCHISING, INC.; (e) SYNADYNE I, INC.; (f) SYNADYNE II, INC.; (g) SYNADYNE
III, INC.; (h) SYNADYNE IV, INC.; (i) SYNADYNE V, INC.; (j) EMPLOYEES INSURANCE
SERVICES, INC.; (k) OUTSOURCE INTERNATIONAL OF AMERICA, INC.; (l) MASS STAFF,
INC.; (m) STAFF ALL, INC.; (n) OUTSOURCE OF NEVADA, INC.; (o) EMPLOYMENT
CONSULTANTS, INC.; (p) X-TRA HELP, INC.; (q) CO-STAFF, INC.; (r) each of the
banks party to the Credit Agreement hereinafter referred to (collectively, the
"Banks") and (s) 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, the Borrower and each Subsidiary of the Borrower whose name
appears on the signature page hereof (a "Guarantor") have requested that the
Banks and the Agent agree to a temporary waiver of certain provisions of the
Credit Agreement; and

         WHEREAS, the Banks and the Agent have agreed to grant to the Borrower
an interim waiver upon the terms and subject to the conditions hereof;

         NOW, THEREFORE, the Borrower, the Guarantors, the Banks and the Agent
hereby agree as follows:

         1. Limited Waivers. Subject to the satisfaction of the conditions
precedent set forth herein and in consideration of and reliance upon the
agreements of the Borrower and the Guarantors contained herein, each of the
Banks agrees to waive, solely for the period (the "Waiver Period") from June 30,
1999, until 5:00 p.m. Boston time on July 21, 1999, the following provisions of
the Credit Agreement to the extent that a Default or Event of Default would
otherwise occur (the "Specified Defaults"):

(a) compliance by the Borrower, as of June 30, 1999, with each of the financial
condition covenants contained in Section 7.1 of the Credit Agreement; and

(b) the provisions contained in Section 8(f) of the Credit Agreement, provided
that no enforcement action is taken by any holder of any Indebtedness referred
to in Section 8(f).

                                       1
<PAGE>

Such waiver shall automatically, and without any action, notice, demand or any
other occurrence, expire as of the end of the Waiver Period. Upon the expiration
of the Waiver Period, (i) the Banks and the Agent shall retain all of the rights
and remedies relating to the Specified Defaults, (ii) each Specified Defaults
shall be reinstated and shall be in full force and effect for all periods
including the monthly period ended June 30, 1999, and (iii) any obligations of
the Banks to make Revolving Credit Loans, of the Swingline Bank to make
Swingline Loans or of the Issuing Bank to issue, extend or renew Letters of
Credit shall be subject to the terms and conditions set forth in the Credit
Agreement, including, without limitation, the conditions precedent set forth in
Section 5.2 thereof.

         2. Other Defaults. The waiver set forth in Section 1 shall apply only
to the Specified Defaults. No waiver with respect to any other Default or Event
of Default, whether presently existing or hereafter arising, is granted hereby.
Any obligation of the Banks to make Revolving Credit Loans, of the Swingline
Bank to make Swingline Loans or of the Issuing Bank to issue, extend or renew
any Letters of Credit shall at all times be subject to the satisfaction of the
conditions precedent set forth in Section 5.2 of the Credit Agreement,
exclusive, during the Waiver Period, of those conditions precedent relating to
whether or not there are Specified Defaults. The Banks and the Agent shall, at
all times, retain all of the rights and remedies in respect of any Default or
Event of Default under the Credit Agreement other than, during the Waiver
Period, the Specified Defaults.

         3. Limitations on Revolving Loans and Letters of Credit. The Borrower
hereby agrees that during the Waiver Period it will not, without the prior
written consent of the Banks, cause or permit the aggregate amount of all
Revolving Credit Loans and Swingline Loans to exceed an amount equal to
$21,500,000. The Borrower further agrees that during the Waiver Period (a) the
Borrower will not request that the Issuing Bank issue or extend any Letter of
Credit and (b) if the Borrower requests the Issuing Bank to renew any Letter of
Credit, the Issuing Bank will have no obligation to do so.

         4. Interest. The Borrower hereby agrees, for the period during and
after the Waiver Period, that any and all Revolving Credit Loans made after June
30, 1999, shall consist only of Alternate Base Rate Loans. Any Eurodollar Loans
outstanding as of June 30, 1999, shall convert to Alternate Base Rate Loans at
the end of the Eurodollar Interest Periods then applicable thereto.

         5. 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, constitute
valid and binding obligations of the Borrower and are not subject to any claims
or defenses whatsoever. 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, constitute valid and binding obligations of
such Guarantor and are not subject to any claims or defenses whatsoever.

                                       2
<PAGE>

         6. Amendment to the OI Security Agreement and the Subsidiary Security
Agreements. Each of the OI Security Agreement and the Subsidiary Security
Agreements is hereby amended to include the term "investment property" in the
definition of "Collateral" contained therein. Each of the Borrower and the
Guarantors hereby confirm that it has granted to the Agent, for the benefit of
the Banks and the Agent, a security interest in the Collateral as defined in the
OI Security Agreement or Subsidiary Security Agreement to which it is a party,
including within the term "Collateral" any existing and after-acquired
investment property, upon the terms of the OI Security Agreement or (as the case
may be) such Subsidiary Security Agreement as amended by this ss.6.

         7. Consent to Asset Sale. The Borrower has previously entered into a
five year notional $42,500,000 interest rate collar agreement with BankBoston,
N.A. The Banks hereby confirm their consent to the sale of such collar
agreement, and the Agent hereby confirms its agreement for the sale to be free
and clear of the Agent's security interest therein; provided, that (i) such sale
is completed on or prior to July 2, 1999, (ii) the proceeds of such sale are
entirely for cash and (iii) such cash proceeds are, contemporaneously with the
sale, paid to the Agent for application to the Obligations.

         8. Covenants. The Borrower and each Guarantor hereby agrees that:

         (a) the Borrower and each Guarantor shall permit the Agent or its
agents or representatives to engage the services of a consultant professional
accounting firm or turnaround management firm to, among other things, visit the
Borrower's or such Guarantor's corporate offices or other places of business at
such times and with such frequency as the consultant deems appropriate, discuss
the Borrower's or such Guarantor's financial matters with its officers, examine
any of the Borrower's books or other financial records and advise the Agent and
the Banks as to the business, operations and financial condition of the Borrower
and its Subsidiaries. All fees and expenses of the consultant shall be borne by
the Borrower and shall be included as an Obligation;

         (b) the Borrower and each Guarantor shall forthwith cause each
Subsidiary of the Borrower (other than Outsource Funding Corporation) that has
not previously done so, to execute and deliver to the Agent a Subsidiary
Guarantee and a Subsidiary Security Agreement, each in form and substance
satisfactory to the Agent;

         (c) the Borrower and each Guarantor shall, to the extent it has not
previously done so, forthwith deliver to the Agent certificates representing one
hundred percent 100% or, in the case of non-wholly-owned Subsidiaries, such
lower percentage as is owned by the Borrower and its Subsidiaries of the capital
stock or other equity interests of each of the Borrower's Subsidiaries, together
with stock transfer powers or other appropriate transfer powers for each of such
certificates, duly executed in blank, all to be held upon the terms of the
Security Documents as amended hereby;


                                       3
<PAGE>

         (d) 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 Subsidiary, together with
appropriate transfer powers for each, all to be held upon the terms of the
Security Documents as amended hereby;

         (e) the Borrower and its Subsidiaries shall take all such action as the
Agent shall reasonably request, to perfect and preserve the priority of the
security interests granted upon the terms of the Security Documents as amended
hereby; and

         (f) the Borrower and the Guarantors shall permit, and not interfere
with, the direct collection by the Agent of any amounts owing to the Borrower or
any Guarantor by Outsource Funding Corporation under the Receivables
Securitization Transaction, the Borrower and each Guarantor acknowledging and
confirming the right of the Agent to apply any such collections to the
Obligations.

         9. Representations and Warranties. The Borrower and each Guarantor
hereby represents and warrants to the Agent as of the date hereof:

         (a) the execution, delivery and performance of this Amendment is within
the corporate or other entity power of the Borrower or such Guarantor;

         (b) this Amendment has been duly authorized, executed and delivered by
the Borrower or such Guarantor; and

         (c) this Amendment and the Credit Agreement and other Loan Documents to
which it is a party constitute legal, valid and binding obligations of the
Borrower or such Guarantor, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting generally the enforcement of creditors'
rights.

                                       4
<PAGE>

         10. Effectiveness. This Waiver, other than Section 1 and 2, shall
become effective as of June 30, 1999, subject to the receipt by the Agent of a
copy hereof executed by the Borrower, the Guarantors, the Banks and the Agent.
Sections 1 and 2 of this Amendment shall become effective as of June 30, 1999,
subject to the satisfaction of the following conditions on or prior to 12:00
p.m. Boston time on Wednesday, July 7, 1999:

         (a) receipt by the Agent of evidence, satisfactory to the Agent, of the
Borrower's and the Guarantors' compliance with their undertakings contained in
Section 8(b), (c) and (d)(any such indication of satisfaction by the Agent shall
not, however, relieve the Borrower or any Guarantor from its ongoing
undertakings contained therein);

         (b) receipt by the Agent of evidence satisfactory to the Agent that the
Liquidity Agreement termination date has been extended for a period of thirty
(30) days from its current July 26, 1999 termination date;


                                       5
<PAGE>

         (c) receipt by the Agent of evidence satisfactory to the Agent that (i)
Outsource Funding Corporation has agreed that the cash portion of any proceeds
of the sale of receivables by the Borrower or the Guarantors to Outsource
Funding Corporation in the Receivables Securitization Transaction will be paid
directly by Outsource Funding Corporation to the Agent for application to the
Obligations and (ii) such agreement may not be modified without the consent of
the Agent; and

         (d) evidence of corporate authority of the Borrower and the Guarantors
and a legal opinion of counsel to the Borrower and the Guarantors, all in form
and substance satisfactory to the Agent.

         11. Indemnification. The Borrower hereby agrees to indemnify the Banks
and their Affiliates and to hold the Agent, the Banks and their respective
Affiliates harmless from and against any loss, cost or expense incurred or
sustained by the Agent, the Banks or their respective Affiliates in providing
payroll, collection, disbursement and other cash management services to the
Borrower and its Subsidiaries. The parties hereto further hereby agree that such
indemnification obligations shall be Obligations.

         12. Costs and Expenses. The Borrower hereby agrees that all reasonable
out-of-pocket costs and expenses of the Agent and its business, consulting and
legal advisors, commercial finance examiners and appraisers shall be for the
account of the Borrower, and the Borrower's obligations to reimburse the Agent
therefor shall be included as an Obligation.

         13. Effect of Amendment. Except as expressly set forth herein, this
Amendment does not constitute an amendment or waiver of any term or condition of
the Credit Agreement or any other Loan Document, and all such terms and
conditions shall remain in full force and effect and are hereby ratified and
confirmed in all respects. Nothing contained in this Amendment shall be
construed to imply a willingness on the part of the Banks to grant any similar
or other future waivers of any of the terms and conditions of the Credit
Agreement or the other Loan Documents. Nothing contained herein shall in any way
prejudice, impair or effect any rights or remedies of the Agent and the Banks
under the Credit Agreement or any other Loan Document. This Amendment shall
constitute a Loan Document.

          14. Miscellaneous Provisions. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement and the other Loan Documents, as
amended hereby, shall continue in full force and effect, and that this Amendment
and the Credit Agreement or, as the case may be, such other Loan Document shall
be read and construed as one instrument.

         (b) THIS 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).

                                       6
<PAGE>

         (c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this 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 Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.


                                       7
<PAGE>

         IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date first set forth above.
<TABLE>
<CAPTION>
<S>                                         <C>

                                            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

                                       8

<PAGE>

                                            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

                                       9

<PAGE>
                                            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

                                       10
<PAGE>
                                            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 NATIONAL BANK


                                            By:  /s/ John J. McGuire
                                            ---  -------------------
                                                     Name:  John J. McGuire
                                                     Title:  First Vice President

                                            SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION


                                            By:  /s/ T. Michael Logan
                                            ---  --------------------
                                                     Name:  T. Michael Logan
                                                     Title:  Managing Director

                                            FLEET NATIONAL BANK


                                            By:  /s/ Daniel D. Butler
                                            ---  --------------------
                                                     Name:  Daniel D. Butler
                                                     Title:  Vice President


</TABLE>

                                       11