**Exhibit 10-k**

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**EXECUTION COPY**

**FOURTH AMENDMENT TOCREDIT AGREEMENT**

                                This Amendment, dated as of November30, 2001, is made by and between Analysts International Corporation, aMinnesota corporation (the “Borrower”), and Wells Fargo Bank, NationalAssociation, assignee of Wells Fargo Bank Minnesota, National Association,f/k/a Norwest Bank Minnesota, National Association (the “Bank”).

Recitals

                                TheBorrower and the Bank have entered into a Credit Agreement dated as of January31, 2000 as amended by a First Amendment to Credit Agreement dated as ofDecember 12, 2000, a Second Amendment to Credit Agreement dated as of April 2,2001, but effective as of March 30, 2001, and a Third Amendment dated as ofAugust 6, 2001 (as so amended, the “Credit Agreement”).  Capitalized terms used in these recitalshave the meanings given to them in the Credit Agreement unless otherwisespecified.

                                The Borrower has requested thatcertain amendments be made to the Credit Agreement, which the Bank is willingto make pursuant to the terms and conditions set forth herein.

                                NOW, THEREFORE, in consideration ofthe premises and of the mutual covenants and agreements herein contained, it isagreed as follows:

# 1.             Defined Terms. Capitalizedterms used in this Amendment which are defined in the Credit Agreement shallhave the same meanings as defined therein, unless otherwise defined herein. Inaddition, Section 1.1 of the Credit Agreement is amended by adding thefollowing definition:

“FacilityTermination Date’ means December 28, 2001, or the earlier date of terminationof the Facility pursuant to Section 2.8 or 7.2(a).”

# 2.             Commitment to Obtain NewFinancing.  Section 5.13 is herebydeleted in its entirety.

# 3.             No Prepayment under NotePurchase Agreement.  Section 6.17 ishereby added to the Credit Agreement as follows:

# “Section 6.17 NoPrepayment under Note Purchase Agreement. The Borrower will not prepay any amount (whether principal, interest orotherwise) owing under the Note Purchase Agreement or otherwise evidenced byany note issued pursuant thereto without the prior written consent of the Bank(without regard to any modification or

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# amendment of such notesor the Note Purchase Agreement or any payment schedule related thereto not previouslyapproved by the Bank in writing pursuant to Section 6.11 hereof).”

# 4.             No Other Changes. Except asexplicitly amended by this Amendment, all of the terms and conditions of theCredit Agreement shall remain in full force and effect and shall apply to anyadvance or letter of credit thereunder.

# 5.             Amendment Fee.  In consideration of the Bank’s entering intothis Amendment, the Borrower shall pay to the Bank, on or before November 30,2001, an amendment fee in the amount of fifty thousand dollars ($50,000). Suchfee shall be deemed fully earned by the Bank’s execution and delivery of thisAmendment.

# 6.             Conditions Precedent. ThisAmendment shall be effective when the Bank shall have received an executedoriginal hereof, together with each of the following, each in substance andform acceptable to the Bank in its sole discretion:

## (a)           Payment of the fee described inParagraph 5.

## (b)           Such other matters as the Bank mayrequire.

# 7.             Representations and Warranties.The Borrower hereby represents and warrants to the Bank as follows:

## (a)           The Borrower has all requisite powerand authority to execute this Amendment****and to perform all of its obligationshereunder, and this Amendment has been duly executed and delivered by theBorrower and constitutes the legal, valid and binding obligation of theBorrower, enforceable in accordance with its terms.

## (b)           The execution, delivery andperformance by the Borrower of this Amendment****have been duly authorized byall necessary corporate action and do not (i) require any authorization,consent or approval by any governmental department, commission, board, bureau,agency or instrumentality, domestic or foreign, (ii) violate any provisionof any law, rule or regulation or of any order, writ, injunction or decreepresently in effect, having applicability to the Borrower, or the articles ofincorporation or by-laws of the Borrower, or (iii) result in a breach ofor constitute a default under any indenture or loan or credit agreement or anyother agreement, lease or instrument to which the Borrower is a party or bywhich it or its properties may be bound or affected.

## (c)           All of the representations andwarranties contained in Article IV of the Credit Agreement are correct on andas of the date hereof as though made on and as of

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## suchdate, except to the extent that such representations and warranties relatesolely to an earlier date.

# 8.             References. All referencesin the Credit Agreement to “this Agreement” shall be deemed to refer to the CreditAgreement as amended hereby; and any and all references in the Loan Documents****tothe Credit Agreement shall be deemed to refer to the Credit Agreement asamended hereby.

# 9.             Release. The Borrower herebyabsolutely and unconditionally releases and forever discharges the Bank, andany and all participants, parent corporations, subsidiary corporations,affiliated corporations, insurers, indemnitors, successors and assigns thereof,together with all of the present and former directors, officers, agents andemployees of any of the foregoing, from any and all claims, demands or causesof action of any kind, nature or description, whether arising in law or equityor upon contract or tort or under any state or federal law or otherwise, whichthe Borrower has had, now has or has made claim to have against any such personfor or by reason of any act, omission, matter, cause or thing whatsoeverarising from the beginning of time to and including the date of this Amendment,whether such claims, demands and causes of action are matured or unmatured orknown or unknown.

# 10.           Costs and Expenses. TheBorrower hereby reaffirms its agreement under the Credit Agreement to pay orreimburse the Bank on demand for all costs and expenses incurred by the Bank inconnection with the Loan Documents and all other documents contemplatedthereby, including without limitation all reasonable fees and disbursements oflegal counsel. Without limiting the generality of the foregoing, the Borrowerspecifically agrees to pay all fees and disbursements of counsel to the Bankfor the services performed by such counsel in connection with the preparationof this Amendment and the documents and instruments incidental hereto. TheBorrower hereby agrees that the Bank may, at any time or from time to time inits sole discretion and without further authorization by the Borrower, make aloan to the Borrower under the Credit Agreement, or apply the proceeds of anyloan, for the purpose of paying any such fees, disbursements, costs andexpenses and the fee required under paragraph 5 hereof.

# 11.           Miscellaneous. This Amendmentmay be executed in any number of counterparts, each of which when so executedand delivered shall be deemed an original and all of which counterparts, takentogether, shall constitute one and the same instrument.

 

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                                IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed asof the date first written above.

 

 
| WELLS FARGO  BANK, NATIONAL  ASSOCIATION |   | ANALYSTS INTERNATIONAL  CORPORATION   |
|------------------------------------------|--------|---------------------------------------|
| By  _________________________________    |   | By  _________________________________ |
| Richard G.  Trembley                     |   | Marti R.  Charpentier                 |
| Its Vice  President                      |   | Its Vice  President — Finance    |

 

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