Exhibit 10.75  EXECUTION COPY  FIFTH AMENDMENT TO CREDIT AGREEMENT  ThisFIFTH AMENDMENTTO CREDIT AGREEMENT (thisAmendment),dated as of September6, 2005, is by
and among Spherion Corporation, as borrower (theBorrower),each
subsidiary of the Borrower party to the Guaranty Agreement (as defined below),
each of the Lenders (as defined below) signatory hereto and Bank of America,
N.A., as agent for the Lenders (in such capacity, theAgent).Capitalized
terms used herein and not otherwise defined shall have the meaning assigned
such terms in the Credit Agreement (as defined below).  RECITALS:  A.            The Borrower, the
lenders from time to time party thereto(the Lenders) andthe Agent are
parties to that certain Credit Agreement, dated as of July 24, 2003, as
amended pursuant to that certain First Amendment to Credit Agreement, Security
Agreement, Pledge Agreementand Guaranty Agreement dated August 27,
2003,that certain Second Amendment to Credit Agreement dated March 30,
2004, that certain Third Amendment to Credit Agreement dated July 12, 2004
and that certain Fourth Amendmentto
CreditAgreement datedJuly 29,
2005, as further amended by and together with this Fifth Amendment and as
hereinafter amended, modified, supplemented, extended or restated from time to
time (theCredit Agreement).  B.            The Guarantors and
the Agent are parties to that certain GuarantyAgreement,dated as of July 24,
2003(asamended to the date hereof, theGuaranty
Agreement).  C.            The partieshereto haveagreed to amend
the CreditAgreementasset forth below.  NOW, THEREFORE,in consideration of the
premises and the mutual covenants hereinafter contained, the parties hereto
agree as follows:  SECTION 1.01Amendment to
CreditAgreement.The definition of Applicable
MargininAnnex A to the Credit Agreement is hereby deleted and the following new
definition is inserted in replacement thereof:  Applicable
Marginmeans, effective as of August 1,2005,  (i)with respect to Base Rate
Loans and all other Obligations (other than LIBORLoans), -.250%;  (ii)with respect to LIBOR Loans,1.25%; and  (iii)with respect to the Unused
Line Fee, .375%  The Applicable Margins shall be adjusted (up or
down) prospectively on a quarterly basis as determined by the Average Daily
Availability for the fiscal quarter most recently ended, commencing withthefirst day of
the first calendar month that occurs more than 5 days after delivery of the
Borrowersquarterly Financial Statements to Lenders for the fiscal quarter ending


December 26,
2005 (the Initial Adjustment Date). Adjustments in Applicable Margins shall
be determined by reference to the following grids:  If Average Daily
  Availabilityis:
  
  Level of
  Applicable Margins:>
  Greater than
  $175,000,000
  
  Level
  IGreater
  than
  $125,000,000 butless 
  than or equal to
  $175,000,000
  
  Level
  IIGreater
  than 
  $75,000,000 but less 
  than or equal to
  $125,000,000
  
  Level
  IIIGreater
  than$25,000,000 but less
  than or equal to
  $75,000,000
  
  Level
  IVLess
  than or equal to
  $25,000,000
  
  Level
  V  Low to High  ApplicableMarginsLevel
  I
  
  Level II
  
  Level III
  
  Level IV
  
  Level VBase
  Rate Loans
  
  -.250
  %
  .000
  %
  .000
  %
  .000
  %
  .250
  %LIBOR
  Loans
  
  1.25
  %
  1.50
  %
  1.75
  %
  2.00
  %
  2.25
  %Unused
  Line Fee
  
  .375
  %
  .375
  %
  .300
  %
  .250
  %
  .250
  %  Alladjustments in the
Applicable Margins after the Initial Adjustment Date shall be implemented
quarterly on a prospective basis, for each calendar month commencing at least 5
days after the date of delivery to the Lenders of quarterly unaudited or annual
audited (as applicable) Financial Statements evidencing the need for an
adjustment. Concurrently with the delivery of those Financial Statements, the
Borrower shall deliver to the Agent and the Lenders a certificate, signed by a
Responsible Officer, setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins. Failure to timely
deliver such Financial Statements shall, in addition to any other remedy
provided for in this Agreement, result in an increase in the Applicable Margins
to the highest level set forth in the foregoing grid, until the first day of
the first calendar month following the delivery of those Financial Statements
demonstrating that such an increase is not required. If a Default or Event of
Default has occurred and is continuing at the time any reduction in the
Applicable Margins is to be implemented, no reduction may occur until the first
day of the  2


first
calendar month following the date on which such Default or Event of Default is
waived or cured.  SECTION 1.02Representations
and Warranties. The Borrower hereby represents and warrants to each Lender
and the Agent, on the Amendment Effective Date (as hereinafter defined), as
follows:  (a)           After giving effect
to this Amendment, the representations and warranties set forth in Article 6
of the Credit Agreement, in each other Loan Document and in the Canadian
Facility Guaranty, are true and correct in all material respects on and as of
the date hereof and on and as of the Amendment Effective Date with the same
effect as if made on and as of the date hereof or the Amendment Effective Date,
as the case may be, except to the extent such representations and warranties
expressly relate solely to an early date.  (b)           Each of the Borrower
and the other Credit Parties is in compliance with all terms and conditions of
the Credit Agreement the other Loan Documents and the Canadian Facility
Guaranty on its part to be observed and performed and no Default or Event of
Default has occurred and is continuing.  (c)           The execution,
delivery and performance by the Borrower and each other Credit Party of this
Amendment has been duly authorized by the Borrower and each other Credit Party,
as applicable and there is no action pending or any judgment, order or decree
in effect which is likely to restrain, prevent or impose materially adverse
conditions upon the performance by the Borrower or any other Credit Party of
its obligations under the Credit Agreement, the other Loan Documents or the
Canadian Facility Guaranty.  (d)           This Amendment
constitutes the legal, valid and binding obligation of each Credit Party,
enforceable against each such Credit Party in accordance with its terms, except
to the extent that enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting the
enforcement of creditors rights or by the effect of general equitable
principles.  (e)           The execution,
delivery and performance by the Borrower and each other Credit Party of this
Amendment do not and will not conflict with, or constitute a violation or
breach of, or result in the imposition of any Lien upon the property of each
Credit Party or any of its Subsidiaries, by reason of the terms of (i) any
contract, mortgage, lease, agreement, indenture, or instrument to which the
Borrower is a party or which is binding upon it, (ii) any Requirement of
Law applicable to any Credit Party or any of its Subsidiaries, or (iii) the
certificate or articles of incorporation or by-laws or the limited liability
company or limited partnership agreement of any Credit Party or any of its
Subsidiaries.  SECTION 1.03Effectiveness.
This Amendment shall become effective on the date(theAmendment Effective Date)
that the Agent shall have received duly executed counterparts of this Amendment
which, when taken together, bear the authorized signatures of the Borrower, the
Guarantors, the Agent and each of the Lenders.  3


SECTION 1.04Cross-References.
References in this Amendment to any Section are, unless otherwise specified, to
such Section of this Amendment.  SECTION 1.05Instrument
Pursuant to Credit Agreement. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Credit Agreement.  SECTION 1.06Further
Acts. Each of the parties to this Amendment agrees that at any time and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Amendment.  SECTION 1.07Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.  (a)           THIS AMENDMENT SHALL
BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK; PROVIDED THAT
THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.  (b)           ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT,
EACH OF THE BORROWER, EACH OTHER CREDIT PARTY, THE AGENT AND THE LENDERS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, EACH OTHER CREDIT PARTY,
THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR ANY
DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE AGENT AND
THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER
OR ANY OTHER CREDIT PARTY OR THEIR RESPECTIVE PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN
ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH
OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED
IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE THOSE JURISDICTIONS.  (c)           THE BORROWER AND
EACH OTHER CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT ITS
ADDRESS SET  4


FORTH
IN SECTION 13.8 OF THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO
DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL
AFFECT THE RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER
MANNER PERMITTED BY LAW.  (d)           THE BORROWER, EACH
OTHER CREDIT PARTY, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE OTHER LOAN DOCUMENTS, OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, EACH OTHER
CREDIT PARTY, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS OR ANY
PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.  SECTION1.08Counterparts. This Amendment
may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument.  SECTION1.09Severability. In case any
provision in or obligation under this Amendment or the other Loan Documents
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.  SECTION 1.10Benefit ofAgreement.This Amendment
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto; provided that the
Borrower may not assign or transfer any of its interest hereunder without the
prior written consent of the Lenders.  SECTION1.11Integration. This
Amendment represents the agreement of the Borrower, the Guarantors, the Agent
and each of the Lenders signatory hereto with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties  5


relative
to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.  SECTION 1.12Confirmation. Except as
expressly amended by the terms hereof, all of the terms of the Credit Agreement
and the other Loan Documents shall continue in full force and effect and are
hereby ratified and confirmed in all respects. Each Guarantor ratifies and
confirms the Facility Guaranty as in full force and effect after giving effect
to this Amendment.  SECTION 1.13Loan Documents. Except as expressly
set forth herein, the amendments provided herein shall not by implication or
otherwise limit, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders or the Agent under the Credit Agreement or any other
Loan Document, nor shall they constitute a waiver of any Event of Default, nor
shall they alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document. Each of the amendments provided herein
shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to by such amendments. Except as expressly
amended herein, the Credit Agreement and the other Loan Documents shall continue
in full force and effect in accordance with the provisions thereof. As used in
the Credit Agreement, the terms Agreement, herein, hereinafter, hereunder,
hereto and words of similar import shall
mean, from and after the date hereof, the Credit Agreement.  SECTION 1.14Arranger. The parties
hereto acknowledge that BAS has acted as sole lead arranger and book manager in
connection with the transactions contemplated by this Amendment, but that BAS
shall not have any further responsibilities
under the Credit Agreement or any of the other Loan Documents.  (Signature Pages Follow)  6


IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above written.  BORROWER AND GUARANTORS:SPHERION
  CORPORATIONBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  ASSESSMENT INC.By:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  ATLANTIC ENTERPRISES LLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  ATLANTIC RESOURCES LLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  ATLANTIC WORKFORCELLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  (EUROPE) INC.By:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk Management  7


SPHERION
  FINANCIALCORPORATIONBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  PACIFIC ENTERPRISESLLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  PACIFIC RESOURCESLLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  PACIFIC WORKFORCELLCBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementSPHERION
  U.S. INC.By:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk ManagementNORCROSS
  TELESERVICES L.P.By:
    Norcross Holdings, LLC, its general partnerBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk Management  8


NORRELL
  CORPORATIONBy:
  /s/
  James W. WilliamsonName:
  James
  W. WilliamsonTitle:
  Vice
  President Risk Management  AGENT
  AND COLLATERAL AGENT:BANK
  OF AMERICA, N.A.,as the AgentBy:
  /s/
  Mark HerdmanName:
  Mark
  HerdmanTitle:
  Vice
  PresidentLENDERS:BANK
  OF AMERICA, N.A.,as a LenderBy:
  /s/
  Mark HerdmanName:
  Mark
  HerdmanTitle:
  Vice
  PresidentJPMORGAN
  CHASE BANK, N.A.(formerly
  known as JPMORGAN CHASEBANK)By:
  /s/
  John M. HariaczyiName:
  John
  M. HariaczyiTitle:
  Vice
  President  9


STATE OF
  Georgia
  ))  SS:COUNTY OF
  Fulton
  )  AFFIDAVIT OF OUT-OF-STATE EXECUTION AND
DELIVERY  I,
James W. Williamson,the undersigned affiant, being first duly sworn
upon my oath, did hereby depose and say:  1.             That on the8th day of September, 2005, I executed
that certain Fifth Amendment to Credit Agreement dated as of September 6th, 2005 (the Amendment), by
and among Spherion Corporation, as borrower (the Borrower), each of the
lenders signatory thereto (collectively, the Lenders). Bank of America, N.A.,
as agent for the Lenders and each Subsidiary of the Borrower party to the
Guaranty Agreement dated as of July 24, 2003 (the Transaction Document).  2.             That the execution
of the Transaction Document took place in the State of Georgia and County of Fulton.  3.             That on this date,
the Transaction Documents were sent to Mark Herdman at Bank of America Business Capital, 300
Galleria Parkway, Atlanta, GA.  FURTHER AFFIANTS SAYETH NOT.  AFFIANT:
  /s/ James W. WilliamsonName: James W. Williamson  Sworn to and
subscribed before me this8th day of September, 2005, by James W. Williamson who
personally appeared before me and is personally known to me.  Notary:
  /s/ Victoria V. WilliamsPrint Name:Victoria V. WilliamsNotary Public, State ofGeorgia, DeKalb CountyMy commission expires:Victoria V. WilliamsNotary Public, DeKalb County, GeorgiaMy Commission Expires April 18, 2009


THE CIT
  GROUP/ BUSINESS CREDIT,
  INC.By:
  /s/ Steven SchuitName:
  Steven SchuitTitle:
  Vice President  HSBC
  BUSINESS CREDIT (USA) INC.By:
  /s/ Jimmy SchwartzName:
  Jimmy SchwartzTitle:
  Vice President  WELLS
  FARGO FOOTHILL, LLCBy:
  /s/ Lan WongName:
  Lan WongTitle:
  Vice-President  LASALLE
  BUSINESS CREDIT, LLC, as
  Agent on behalf of Standard Federal Bank
  National AssociationBy:Name:Title  PNC BANK, N.A.By:
  /s/ William P. DyerName:
  William P. DyerTitle:
  Vice-President  10