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                                                                   Exhibit 10.74


                          OUTSOURCE INTERNATIONAL, INC.

                                TWELFTH AMENDMENT
                                       TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         This Twelfth Amendment (this "Twelfth Amendment"), dated as of July 14,
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) FLEET NATIONAL BANK (f/k/a 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. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

         (a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the words "July 17, 2000" appearing in the definition of "Termination Date", and
substituting in lieu thereof the words "July 31, 2000"; and

         (b) Section 1.1 of the Credit Agreement is hereby further amended by

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deleting the definition of "Maximum Commitment" set forth therein and
substituting in lieu thereof the following new definition:

               "MAXIMUM COMMITMENT: An amount equal to $20,334,073; PROVIDED,
HOWEVER, for the period commencing on July 13, 2000 up to and including July 21,
2000, the Maximum Commitment shall be an amount equal to $21,334,073."

         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 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 Twelfth
Amendment are satisfied and regardless of any other event that may occur or not
occur after the date hereof.

         SS.4. 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 Twelfth Amendment and the performance by the Borrower
and each of the Guarantors of all of their agreements and obligations under this
Twelfth 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 Twelfth 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 Twelfth Amendment, no Default or Event of Default exists under the
Credit Agreement.

         SS.5. CONDITIONS TO EFFECTIVENESS. This Twelfth Amendment shall be
effective as of the date hereof upon the satisfaction of the following
conditions precedent:

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

         (b) receipt by the Agent satisfactory to the Agent that the OutSource
Funding Credit Agreement termination date has been extended until July 31, 2000
from its current July 17, 2000 maturity date;

         (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 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.6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Twelfth 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, as amended hereby, shall
continue in full force and effect,




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and that this Twelfth Amendment and the Credit Agreement shall be read and
construed as one instrument.

         (b) THIS TWELFTH 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 Twelfth Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Twelfth 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 Twelfth 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 Twelfth 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).


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

                                            OUTSOURCE INTERNATIONAL, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO



                                            CAPITAL STAFFING FUND, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO



                                            OUTSOURCE FRANCHISING, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO



                                            SYNADYNE I, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO



                                            SYNADYNE II, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO



                                            SYNADYNE III, INC.


                                            By: /s/ Scott R. Francis
                                               ------------------------------
                                               Name:  Scott R. Francis
                                               Title:  Vice President and CFO

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                                       SYNADYNE IV, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       SYNADYNE V, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       EMPLOYEES INSURANCE SERVICES, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       OUTSOURCE INTERNATIONAL OF AMERICA, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       MASS STAFF, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       STAFF ALL, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO


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                                       OUTSOURCE OF NEVADA, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       EMPLOYMENT CONSULTANTS, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       X-TRA HELP, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                           Name:  Scott R. Francis
                                           Title:  Vice President and CFO



                                       CO-STAFF, INC.


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title:  Vice President and CFO



                                       GUARDIAN EMPLOYER EAST, LLC


                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title: Manager



                                       GUARDIAN EMPLOYER WEST, LLC

                                       By: /s/ Scott R. Francis
                                          -----------------------------------
                                          Name:  Scott R. Francis
                                          Title: Manager


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                                  FLEET NATIONAL BANK (f/k/a BankBoston, N.A.),
                                  individually and as Agent


                                  By: /s/ C. Christopher Smith
                                     --------------------------------------
                                     Name:  C. Christopher Smith
                                     Title:  Vice President



                                  COMERICA BANK


                                  By: /s/ Thomas J. Parnell
                                     --------------------------------------
                                     Name:  Thomas J. Parnell
                                     Title:  Vice President



                                  LASALLE BANK NATIONAL ASSOCIATION
                                  (f/k/a LaSalle National Bank)


                                  By: /s/ David Shapiro
                                     --------------------------------------
                                     Name:  David Shapiro
                                     Title:  First Vice President



                                  SUNTRUST BANK, SOUTH FLORIDA,
                                  NATIONAL ASSOCIATION


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