Exhibit 10.7 





FIRST AMENDMENT TO
CREDIT AGREEMENT 



        THIS
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 22, 2004 (the
“Agreement”) is entered into among Gevity HR, Inc., a Florida corporation
(the “Borrower”), each of the parties identified as
“Guarantors” on the signature pages hereto and Bank of America, N.A. (the
“Lender”). All capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Credit Agreement (as defined
below). 



RECITALS 



        WHEREAS,
the Borrower, the Guarantors and the Lender entered into that certain Credit Agreement
dated as of March 26, 2004 (as amended, the “Credit Agreement”); 



        WHEREAS,
the Borrower has requested that the Lender amend certain terms of the Credit Agreement as
set forth below; and 



        WHEREAS,
the Lender is willing to amend certain terms of the Credit Agreement as set forth
below subject to the terms and conditions specified in this Agreement; 



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



            1.       
          Amendments to Section 1.01. 



            (a)       
          The definition of “Consolidated Fixed Charge Coverage Ratio” in
          Section 1.01 of the Credit Agreement is hereby amended and restated in its
          entirety to read as follows: 



	 	        “Consolidated
Fixed Charge Coverage Ratio” means, as of the last day of each fiscal quarter of
the Borrower, the ratio of (a) the sum of (i) Consolidated EBITDAR for the period of
the four fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) less (ii)
Consolidated Capital Expenditures for such period less (iii) Consolidated Cash
Taxes for such period to (b) the sum of (i) Consolidated Fixed Charges for the period
of the four fiscal quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) plus  (ii) to
the extent permitted hereunder, the aggregate amount paid by the Borrower during such
period to repurchase the Capital Stock of the Borrower. 







       (b)                      Clause
(c) of the definition of “Funded Indebtedness” in Section 1.01
               of the Credit Agreement is hereby amended and restated in its entirety to
read                as follows:  



       (c)                      all
obligations arising under letters of credit (including standby and
               commercial), bankers’ acceptances, bank guaranties, surety bonds and
               similar instruments; provided, however, the amount of the obligations
under any                letter of credit that would otherwise be considered as Funded
Indebtedness                hereunder shall be reduced by the amount of cash that secures
such letter of                credit, to the extent such security is permitted hereunder;  



         2.       
          Amendment to Section 8.06. Section 8.06 of the Credit Agreement is hereby
          amended by replacing the period after subclause (d) of such section with “;
          and” and by adding a new subclause (e) immediately after subclause (d) of
          such section to read as follows: 



    (e)                      after
the Borrower’s delivery of satisfactory evidence to the Lender
               demonstrating that the board of directors of the Borrower has authorized
the                repurchase of shares of its Capital Stock, the Borrower may repurchase
shares of                its Capital Stock so long as at the time of such repurchase and
after giving                effect thereto, no Default or Event of Default shall exist or
be continuing.  



         3.       
          Amendment to Section 8.11(a). Section 8.11(a) of the Credit Agreement is
          hereby amended in its entirety to read as follows: 



    (a)              Consolidated
Net Worth. Permit Consolidated Net Worth as of the end of                any fiscal
quarter of the Borrower to be less than the sum (on a cumulative                basis) of
(i) eighty-five percent (85%) of the Consolidated Net Worth as of                December
31, 2003 plus (ii)(A) prior to the Borrower’s delivery of
               satisfactory evidence to the Lender demonstrating that the board of
directors of                the Borrower has authorized the repurchase of shares of its
Capital Stock, as of                the end of each fiscal quarter of the Borrower,
commencing with the fiscal                quarter ending March 31, 2004, an amount equal
to 75% of Consolidated Net Income                (to the extent positive) for the fiscal
quarter then ended or (B) after the                Borrower’s delivery of
satisfactory evidence to the Lender demonstrating                that the board of
directors of the Borrower has authorized the repurchase of                shares of its
Capital Stock, as of the end of each fiscal quarter of the                Borrower,
commencing with the fiscal quarter ending March 31, 2004, an amount                equal
to 40% of Consolidated Net Income (to the extent positive) for the fiscal
               quarter then ended plus (iii) 100% of the proceeds of all Equity
               Issuances after the Closing Date less (iv) the amount of the
Permitted                Preferred Stock purchased pursuant to Section 8.12(b).  



         4.       
          Amendment to Section 8.11(d). Section 8.11(d) of the Credit Agreement is
          hereby amended in its entirety to read as follows: 



    (d)              Consolidated
Fixed Charge Coverage Ratio. (i) Prior to the                Borrower’s delivery
of satisfactory evidence to the Lender demonstrating                that the board of
directors of the Borrower has authorized the repurchase of                shares of its
Capital Stock, permit the Consolidated Fixed Charge Coverage Ratio                as of
the end of any fiscal quarter of the Borrower to be less than 1.50:1.0 or
               (ii) after the Borrower’s delivery of satisfactory evidence to the
Lender                demonstrating that the board of directors of the Borrower has
authorized the                repurchase of shares of its Capital Stock, permit the
Consolidated Fixed Charge                Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less                than 1.20:1.0.  



         5.       
          Effectiveness. This Agreement shall be and become effective as of the
          date hereof when the Lender shall have received counterparts of this Agreement
          which collectively shall have been duly executed by the Loan Parties and the
          Lender. 



         6.       
          Miscellaneous. 



    (a)                             The
Credit Agreement (as amended hereby), and the obligations of the Loan
               Parties thereunder and under the other Loan Documents, are hereby ratified
and                confirmed and shall remain in full force and effect according to their
terms.  



    (b)                             Each
Guarantor (a) acknowledges and consents to all of the terms and
               conditions of this Agreement, (b) affirms all of its obligations
under the                Loan Documents and (c) agrees that this Agreement and all
documents                executed in connection herewith do not operate to reduce or
discharge its                obligations under the Credit Agreement or the other Loan
Documents, except as                expressly modified herein.  



    (c)                             The
Borrower and the Guarantors hereby represent and warrant as follows:  



		    (i)                                    Each
Loan Party has taken all necessary action to authorize the execution,
               delivery and performance of this Agreement.  







		    (ii)                             This
Agreement has been duly executed and delivered by the Loan Parties and
               constitutes each of the Loan Parties’ legal, valid and binding
obligations,                enforceable in accordance with its terms, except as such
enforceability may be                subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or                transfer, moratorium or similar
laws affecting creditors’ rights generally                and (ii) general
principles of equity (regardless of whether such enforceability                is
considered in a proceeding at law or in equity).  







		    (iii)                             No
consent, approval, authorization or order of, or filing, registration or
               qualification with, any court or governmental authority or third party is
               required in connection with the execution, delivery or performance by any
Loan                Party of this Agreement.  







    (d)                             The
Loan Parties represent and warrant to the Lender that after giving effect to
               this Agreement (i) the representations and warranties of the Loan Parties
set                forth in Section 6 of the Credit Agreement and in each other Loan
Document are                true and correct as of the date hereof with the same effect
as if made on and as                of the date hereof, except to the extent such
representations and warranties                expressly relate solely to an earlier date
and (ii) no event has occurred and is                continuing which constitutes a
Default or an Event of Default.  



    (e)                             This
Agreement may be executed in any number of counterparts, each of which when
               so executed and delivered shall be an original, but all of which shall
               constitute one and the same instrument. Delivery of an executed
counterpart of                this Agreement by telecopy shall be effective as an
original and shall                constitute a representation that an executed original
shall be delivered.  



    (f)                             All
references to the “Credit Agreement” in any Loan Document shall
               hereafter be deemed a reference to the Credit Agreement as modified
hereby.  



    (g)              THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS                OF
THE STATE OF NEW YORK. 









        Each
of the parties hereto has caused a counterpart of this Agreement to be duly executed and
delivered as of the date first above written. 


		
	BORROWER:	 	GEVITY HR, INC.,	 
	 	 	a Florida corporation	 
	
 	 	By:     /s/ Peter C. Grabowski
	 
	 	 	Name: Peter C. Grabowski	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 
	
GUARANTORS:	 	GEVITY HR, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR II, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR III, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR IV, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR V, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR VI, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR VII, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR VIII, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR IX, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	GEVITY HR X, L.P.,	 
	 	 	a Delaware limited partnership	 
	 	 	
By:  Staff Leasing, LLC its General Partner	 
	 	 	
By:     /s/ Gregory M. Nichols
	 
	 	 	Gregory M. Nichols	 
	 	 	Senior Vice President, General Counsel	 
	
 	 	GEVITY HR XI, LLC,	 
	 	 	a New Mexico limited liability company	 
	  	 	
By:     /s/ Gregory M. Nichols
	 
	  	 	Gregory M. Nichols	 
	  	 	Senior Vice President, General Counsel	 
	
  	 	GEVITY HR XII Corp.,	 
	  	 	a Florida corporation	 
	 	 	
By:     /s/ Gregory M. Nichols
	 
	 	 	Gregory M. Nichols	 
	 	 	Senior Vice President, General Counsel	 
	
  	 	GEVITY HR ASO, LLC,	 
	  	 	a Delaware limited liability company	 
	  	 	
By:     /s/ Gregory M. Nichols
	 
	  	 	Gregory M. Nichols	 
	  	 	Senior Vice President, General Counsel	 
	
 	 	STAFF LEASING, LLC,	 
	 	 	a Delaware limited liability company	 
	 	 	
By:     /s/ Gregory M. Nichols
	 
	 	 	Gregory M. Nichols	 
	 	 	Senior Vice President, General Counsel	 
	
LENDER:	 	BANK OF AMERICA, N. A.	 
	 	 	
By:     /s/ Cameron Cardozo
	 
	 	 	Name: Cameron Cardoza	 
	 	 	Title: Vice President