**Exhibit10-h**

EXECUTION COPY

**FIRST AMENDMENT TOCREDIT AGREEMENT**

This Amendment is agreedto as of the 21st day of November, 2000, by and between Analysts InternationalCorporation, a Minnesota corporation (the “Borrower”), and Wells Fargo BankMinnesota, National Association, f/k/a Norwest Bank Minnesota, NationalAssociation, a national banking association (the “Bank”).

The Borrower and the Bankhave entered into a Credit Agreement dated as of January 31, 2000 (as amended,the “Credit Agreement”).

The Borrower and the Bankwish to increase the amount of the revolving credit facility provided under theCredit Agreement.

ACCORDINGLY, inconsideration of the mutual covenants contained in the Credit Agreement andherein, the parties hereby agree as follows:

# 1.             Definitions.  All terms defined in the Credit Agreementthat are not otherwise defined herein shall have the meanings given them in theCredit Agreement.

# 2.             Amendment.  The Credit Agreement is hereby amended asfollows:

## (a)           The amount, “$25,000,000,” in thedefinition of “Facility Amount” in Section 1.1 of the Credit Agreement ishereby deleted, and the amount, “$30,000,000”, is substituted therefor.

## (b)           Exhibit B to the Credit Agreement ishereby deleted, and Exhibit A to this Amendment is hereby substituted therefor.

# 3.             Renewal Note.  Simultaneously with the execution of thisAmendment, the Borrower shall execute and deliver to the Bank its promissorynote in the form of Exhibit A hereto (the “Renewal Note”).  The Bank shall accept the Renewal Note insubstitution for, but not in payment of, the Note (as defined in the CreditAgreement, prior to the date of this Amendment).  Each reference in the Credit Agreement to the “Note” shallhereafter be deemed to be a reference to the Renewal Note.

# 4.             Amendment Fee. Inconsideration of the Bank’s entering into this Amendment, the Borrower shallpay the Bank, on or before November 21, 2000, an amendment fee in the amount of$5,000. Such fee shall be deemed fully earned by the Bank’s execution anddelivery of this Amendment.

# 5.             Representations and Warranties.  The Borrower hereby represents and warrantsto the Bank as follows:

 

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## (a)           The Borrower has all requisite powerand authority, corporate or otherwise, to execute and deliver this Amendmentand the Renewal Note, and to perform this Amendment, the Renewal Note, and theCredit Agreement as amended hereby. This Amendment and the Renewal Note have been duly and validly executed anddelivered to the Bank by the Borrower, and this Amendment, the Renewal Note andthe Credit Agreement as amended hereby constitute the Borrower’s legal, validand binding obligations enforceable in accordance with their terms.

## (b)           The execution, delivery andperformance by the Borrower of this Amendment and the Renewal Note, and theperformance of the Credit Agreement as amended hereby, have been dulyauthorized by all necessary action and do not and will not (i) require anyauthorization, consent or approval by any governmental department, commission,board, bureau, agency or instrumentality, domestic or foreign,(ii) violate the articles of incorporation or bylaws of the Borrower orany provision of any law, rule, regulation or order presently in effect havingapplicability to the Borrower, or (iii) result in a breach of orconstitute a default under any indenture or agreement to which the Borrower isa party or by which the Borrower 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 such date, except to theextent that such representations and warranties relate solely to an earlierdate.

# 6.             Conditions.  The amendments set forth in paragraph 2shall be effective only if the Bank has received (or waived the receipt of)each of the following, in form and substance satisfactory to the Bank, on orbefore November 21, 2000 (or such later date as the Bank may agree to inwriting):

## (a)           The Renewal Note, duly executed onbehalf of the Borrower.

## (b)           This Amendment, duly executed by theBorrower.

## (c)           The amendment fee required underparagraph 4.

## (d)           A copy of the resolutions of theboard of directors of the Borrower evidencing approval of this Amendment, theRenewal Note, the Credit Agreement as amended hereby, and the other matterscontemplated hereby, certified as accurate by the secretary of the Borrower.

## (e)           A certificate of the secretary of theBorrower (i) stating that there have been no amendments to or restatementsof the articles of incorporation or bylaws of the Borrower as furnished to theBank in connection with the execution and delivery of the Credit Agreementother than those that may be attached to the certificate, and(ii) certifying the names of the officers of the Borrower that areauthorized to sign the

 

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## documents to be delivered pursuant to this Agreement,together with the true signatures of such officers.

# 7.             Miscellaneous.  The Borrower shall pay all costs andexpenses of the Bank, including attorneys’ fees, incurred in connection withthe drafting and preparation of this Amendment and any related documents.  Except as amended by this Amendment, all ofthe terms and conditions of the Credit Agreement shall remain in full force andeffect.  This Amendment may be executedin any number of counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which counterparts of thisAmendment, taken together, shall constitute but one and the sameinstrument.  This Amendment shall begoverned by the substantive law of the State of Minnesota.

IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed as of the date first above written.
|   | **ANALYSTS INTERNATIONAL  CORPORATION**               |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By                                                    |   |
|   | Marti R. Charpentier                                  |
|   | Its Chief Financial  Officer                          |
|   |                                                  |
|   | **WELLS FARGO BANK MINNESOTA,  NATIONAL ASSOCIATION** |
|   |                                                  |
|   |                                                  |
|   | By                                                    |   |
|   | Richard G. Trembley                                   |
|   | Its Vice President                                    |

 

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**Exhibit A**

**(Exhibit B to Credit Agreement)**

**PROMISSORY NOTE**
| $30,000,000 | Minneapolis,  Minnesota |
|-------------|-------------------------|

November 21, 2000

For value received, Analysts InternationalCorporation, a Minnesota corporation (the “Borrower”), promises to pay to theorder of Wells Fargo Bank Minnesota, National Association, f/k/a Norwest BankMinnesota, National Association, a national banking association (the “Bank”),at its main office in Minneapolis, Minnesota, or at such other place as theholder hereof may hereafter from time to time designate in writing, in lawfulmoney of the United States of America and in immediately available funds, theprincipal sum of Thirty Million Dollars ($30,000,000), or so much thereof as isadvanced by the Bank to the Borrower pursuant to the Credit Agreement dated asof January 31, 2000 between the Borrower and the Bank, as amended by a FirstAmendment to Credit Agreement of even date herewith (together with allamendments, modifications and restatements thereof, the “Credit Agreement”),and to pay interest on the principal balance of this Note outstanding from timeto time at the rate or rates determined pursuant to the Credit Agreement.

This Note is issued pursuant to, and is subject to,the Credit Agreement, which provides (among other things) for the amount anddate of payments of principal and interest required hereunder, for theacceleration of the maturity hereof upon the occurrence of an Event of Default(as defined therein) and for the voluntary and mandatory prepayment hereof.This Note is the “Note,” as defined in the Credit Agreement.

This Note is issued in substitution for, but not inpayment of, the Borrower’s Promissory Note dated January 31, 2000, payable tothe order of the Bank in the face principal amount of $25,000,000.

The Borrower shall pay all costs of collection,including reasonable attorneys’ fees and legal expenses, if this Note is notpaid when due, whether or not legal proceedings are commenced.

Presentment or other demand for payment, notice ofdishonor and protest are expressly waived.
|   | **ANALYSTS INTERNATIONAL  CORPORATION** |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By                                      |   |
|   |                                    | Marti R. Charpentier |
|   |                                    | Its Chief Financial  Officer |

 

 

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