MODIS PROFESSIONAL SERVICES INC
EXHIBIT 10.6(D) AMENDMENT NO. 3 TO REVOLVER
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.6(D) AMENDMENT NO. 3 TO REVOLVER
<TEXT>


                           AMENDMENT AGREEMENT NO. 3
                              TO REVOLVING CREDIT
                          AND REIMBURSEMENT AGREEMENT


THIS AMENDMENT AGREEMENT is made  and  entered  into as of this  25th  day of
October,  2000,  by and  among  MODIS  PROFESSIONAL  SERVICES,  INC.,  a Florida
corporation (herein called the 'Borrower'),  BANK OF AMERICA, N.A. (successor by
merger of NationsBank,  National  Association) (the 'Agent'),  as Administrative
Agent  for the  lenders  (the  'Lenders')  party  to the  Revolving  Credit  and
Reimbursement  Agreement  dated  October  30,  1998,  as  amended  by  Amendment
Agreement  No. 1 dated  October 27,  1999 and  Amendment  Agreement  No. 2 dated
August 10, 2000, among such Lenders, Borrower and the Agent, as so amended, (the
'Agreement').

                              W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders have entered into the Agreement
pursuant  to which  the  Lenders  have  agreed  to make  revolving  loans to the
Borrower in the aggregate principal amount of up to $350,000,000 as evidenced by
the Notes (as defined in the  Agreement)  and to issue Letters of Credit for the
benefit of the Borrower; and

WHEREAS,  as a condition to the making of the loans  pursuant to the  Agreement,
the Lenders required that Material Subsidiaries and Receivables  Subsidiaries of
the Borrower  guarantee payment of all Obligations of the Borrower arising under
the Agreement pursuant to the Guaranty Agreement; and

WHEREAS,  by  Amendment  Agreement  No. 2 dated  August  10,  2000 (the  'Second
Amendment')  the Required  Lenders and the Borrower (a) amended the Agreement to
permit (i) the  Borrower to  restructure  a portion of its  business in order to
consolidate  its e-business  solutions  operations  (the  'E-Business  Solutions
Assets') within and under a newly created  subsidiary,  Idea  Integration  Corp.
('Idea Corp.'),  (ii) the Borrower to sell approximately 17% of the common stock
of Idea Corp.,  (iii) the Borrower to make loans and  investments  in Idea Corp.
and (iv) Idea Corp. to incur Indebtedness, and (b) released certain Subsidiaries
of the  Borrower  which are to become  Subsidiaries  of Idea  Corp.  from  their
obligations under the Guaranty Agreement; and

WHEREAS,  the  Borrower has decided not to proceed with the sale of a portion of
the common stock of Idea Corp. but rather  distribute all of the common stock of
Idea Corp.  to the  stockholders  of the  Borrower in a tax-free  spin-off  (the
'Spin-off'); and

WHEREAS,  in connection  with the Spin-off,  the Borrower has requested that the
Lenders  consent to the  transfer by the  Borrower of its  E-Business  Solutions
Assets  (including  certain  Subsidiaries  which own only  E-Business  Solutions
Assets) to Idea Corp. and to release certain  Subsidiaries of the Borrower which
are to become  Subsidiaries  of Idea  Corp.  from  their  obligations  under the
Guaranty Agreement; and

WHEREAS,  the Agent and the Lenders are  willing to amend the  Agreement  in the
manner set forth herein;

NOW,  THEREFORE,  the  Borrower,  the Agent and the  Lenders do hereby  agree as
follows:

1.  Definitions.  The term  'Agreement' as used herein and in the Loan Documents
(as defined in the Agreement)  shall mean the Agreement as  hereinafter  amended
and  modified.  Unless the  context  otherwise  requires,  all terms used herein
without definition shall have the definition provided therefor in the Agreement.

2. Second Amendment. In light of the Borrower's decision not to proceed with the
sale of stock of Idea Corp. as permitted by the Second  Amendment,  and in light
of the fact that the actions permitted by the terms of the Second Amendment have
not been taken,  the parties  hereto  hereby agree that the Second  Amendment is
hereby  terminated and of no further force and effect (except to the extent that
an identical provision is included in this Amendment Agreement,  which identical
provision shall thereupon become the effective  provision);  provided,  however,
that nothing contained herein shall adversely affect any actions taken under the
Second  Amendment  prior  to the  effectiveness  of  this  Amendment  Agreement,
including  the payment of any fees and expenses  pursuant to Section 6(f) of the
Second  Amendment  and  the  delivery  of  the  Guaranty  Agreement  of  certain
Subsidiaries as provided in Section 6(b) of the Second Amendment.

3. Consent. Each Lender by its execution of this Amendment Agreement consents to
the following:

     (a)  Notwithstanding  the  provisions of Section 9.05 and Section 9.11, the
     transfer by the Borrower and its  Subsidiaries of the E-Business  Solutions
     Assets,  including all of the capital stock of certain Subsidiaries,  which
     Subsidiaries own only E-Business  Solutions  Assets,  to Idea Corp. and its
     Subsidiaries  and the  distribution  by the  Borrower  of all of the common
     stock of Idea Corp. to the  shareholders of the Borrower so long as (i) the
     E-Business  Solution Assets (whether capital stock or otherwise)  represent
     no more than 25% of Consolidated  Total Assets and (ii) the distribution of
     the common stock to  shareholders of the Borrower has been determined to be
     a tax-free spin-off.

     (b)  Subject  to the  transfer  of all  assets  owned by them  which do not
     constitute  E-Business  Solutions  Assets  to one or more  new or  existing
     Subsidiaries  of the  Borrower,  which  Subsidiary or  Subsidiaries  are or
     become  Guarantors,  the release of the following  Subsidiaries  from their
     guaranty of payment of the Obligations:

     Actium Corp., a Delaware corporation
     Berger IT Co., a Delaware corporation
     Idea Integration of Georgia, Inc.,
       f/k/a Modis of Georgia, Inc., a Florida corporation
     Idea Integration of Georgia, L.P.,
       f/k/a Modis of Georgia, L.P., a Georgia limited partnership
     Idea Integration of Pennsylvania, Inc.,
       f/k/a Modis of Pennsylvania, Inc., a Florida corporation
     Idea Integration of Pennsylvania, Ltd.,
       f/k/a Modis of Pennsylvania, Ltd., a Pennsylvania limited partnership
     Open Management Software, Inc., a California corporation
     UTEK, Inc., an Illinois corporation
     Zeal, Inc., an Illinois corporation

4.  Subsidiary  Consents.  Each  Subsidiary  of  the  Borrower  that  previously
delivered a Guaranty  Agreement to the Agent,  other than those Guarantors being
released,  has  joined in the  execution  of this  Amendment  Agreement  for the
purpose of (i) agreeing to the amendment to the  Agreement  and (ii)  confirming
its guarantee of payment of all the Obligations.

5.  Representations and Warranties.  The Borrower hereby represents and warrants
that:

     (a) The  representations  and warranties made by Borrower in Article VII of
     the  Agreement  are true on and as of the date  hereof  except that (i) the
     financial  statements  referred to in Section  7.01(f)  shall be those most
     recently  furnished to each Lender  pursuant to Section 8.01,  and (ii) the
     Subsidiaries  are as  described  in  Schedule  7.01(d)  to  this  Amendment
     Agreement,  provided that the Schedule  7.01(d)  attached to this Amendment
     Agreement  shall,  for  all  purposes,  be  the  Schedule  7.01(d)  to  the
     Agreement;

     (b) There has been no material  adverse change in the condition,  financial
     or otherwise,  of the Borrower and its  Subsidiaries  since the date of the
     most recent financial reports of the Borrower received by each Lender under
     Section  8.01  thereof,  other  than  changes  in the  ordinary  course  of
     business, none of which has been a material adverse change;

     (c) The business and  properties of the Borrower and its  Subsidiaries  are
     not and have not been  adversely  affected  in any  substantial  way as the
     result of any  fire,  explosion,  earthquake,  accident,  strike,  lockout,
     combination of workers,  flood, embargo,  riot, activities of armed forces,
     war or acts of God or the  public  enemy,  or  cancellation  or loss of any
     major contracts; and

     (d) No  event  has  occurred  and  no  condition  exists  which,  upon  the
     consummation of the transaction contemplated hereby,  constitutes a Default
     or an Event of Default on the part of the Borrower under the Agreement, the
     Notes or any other Loan Document  either  immediately  or with the lapse of
     time or the giving of notice, or both.

6. Conditions. This Amendment Agreement shall become effective upon:

     (a)  execution by the Required  Lenders and the Borrower  delivering to the
     Agent fifteen (15)  counterparts of this Amendment  Agreement duly executed
     by the  Borrower  and  consented  to by each  Subsidiary  of Borrower  that
     previously  delivered a Guaranty  Agreement  to the Agent (other than those
     Guarantors being released);

     (b) receipt of an opinion of counsel for the Borrower and the Guarantors in
     form and content acceptable to the Agent;

     (c) a certificate  of the Secretary or Assistant  Secretary of the Borrower
     and each of the  Guarantors  (other than those being  released) to which is
     attached  resolutions  authorizing  the  transactions  contemplated by this
     Amendment Agreement; and

     (d)  payment  of all  fees due the  Agent  and the  Lenders  as well as all
     reasonable  expenses of the Agent,  including  fees and expenses of counsel
     for the Agent.

7.  Entire   Agreement.   This   Amendment   Agreement  sets  forth  the  entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise, conditions,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and no  one  of  them  has  relied  on  any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment  Agreement  otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed,  modified,  waived or canceled orally or otherwise,  except by writing,
signed by all the parties hereto, specifying such change,  modification,  waiver
or cancellation of such terms or conditions,  or of any proceeding or succeeding
breach thereof.

8. Full Force and Effect of Agreement.  Except as hereby  specifically  amended,
modified or supplemented,  the Agreement and all of the other Loan Documents are
hereby confirmed and ratified in all respects and shall remain in full force and
effect according to their respective terms.


[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF,  the parties hereto have caused this Amendment  Agreement to
be duly executed by their duly authorized  officers,  all as of the day and year
first above written.

                                    BORROWER:

                                    MODIS PROFESSIONAL SERVICES, INC.
WITNESS:

  /s/  Christine A. Iomayzo         By:  /s/  Michael D. Abney
                                    Name: Michael D. Abney
  /s/  Marie M. Tuttle              Title:   Senior Vice President, Treasurer &
                                             Chief Financial Officer

<PAGE>

                    GUARANTORS:

                    ACCOUNTING PRINCIPALS, LTD.,
                         a Pennsylvania limited partnership
                    AD L.L.C. I, a Delaware limited liability company
                    ADDITIONAL TECHNICAL SUPPORT OF MASSACHUSETTS, INC.
                    AMPL INCORPORATED
                    AMICUS STAFFING, INC.
                    BC L.L.C. I, a Delaware limited liability company
                    CAREER HORIZONS, INC.
                      DIVERSIFIED SEARCH, INC.
                    ENTEGEE,INC.
                    HEALTH FORCE, INC.
                    HEALTH FORCE OPERATING CORP.
                    LIT, INC.
                    MANAGEMENT PRINCIPALS, INC.
                      (f/k/a Keystone Consulting Group, Inc.)
                    MANCHESTER, INC.
                    MEDI-FORCE, INC.
                     MODIS, INC.
                    MODIS GP, INC.
                    MODIS LP-2, INC.
                    MODIS FACTORING CORPORATION
                      (f/k/a ASI Factoring Corporation)
                    MODIS LICENSING CORPORATION
                    MODIS/COMPUTER ACTION, INC.
                     MODIS OF GEORGIA, INC.
                    MODIS OF GEORGIA, L.P.
                    MODIS OF PENNSYLVANIA, INC.
                    MODIS OF PENNSYLVANIA, LTD.
                    SCIENTIFIC STAFFING, INC.
                    SPECIAL COUNSEL, INC.
WITNESS:            SYSTEM PROS OF MASSACHUSETTS, INC.

  /s/  Christine A. Iomayzo                 By:  /s/  Michael D. Abney
                                            Name: Michael D. Abney
  /s/  Marie M. Tuttle                      Title:   Senior Vice President

<PAGE>

                                            BANK OF AMERICA, N.A.,
                                            as Agent for the Lenders



                                            By:  /s/  John E. Williams
                                            Name: John E. Williams
                                            Title:   Managing Director



                                            BANK OF AMERICA, N.A., as Lender



                                            By:  /s/  John E. Williams
                                            Name: John E. Williams
                                            Title:   Managing Director


<PAGE>

                                            FIRST UNION NATIONAL BANK



                                            By:  /s/  Timothy N. Hyslop
                                            Name:  Timothy N. Hyslop
                                            Title:  Senior Vice President


<PAGE>

                                            FLEET NATIONAL BANK



                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________


<PAGE>

                                            BANK ONE, NA, formerly known as
                                            The First National Bank of Chicago



                                            By:  /s/  James F. Gable
                                            Name:  James F. Gable
                                            Title:  Assistant Vice President


<PAGE>

                                            WACHOVIA BANK, N.A.



                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________


<PAGE>

                                            KBC BANK N.V.



                                            By:  /s/  Robert Snauffer
                                            Name:  Robert Snauffer
                                            Title:  First Vice President


                                            By:  /s/  Patrick A. Janssens
                                            Name:   Patrick A. Janssens
                                            Title:    Vice President


<PAGE>

                                            HSBC BANK USA



                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________

<PAGE>

                                            HIBERNIA NATIONAL BANK



                                            By:  /s/  Matt Breaux
                                            Name:  Matt Breaux
                                            Title:  Banking Officer


<PAGE>

                                            BNP PARIBAS, HOUSTON AGENCY



                                            By:  /s/  Mike Shryock
                                            Name:  Mike Shryock
                                            Title:  Vice President

                                            By:  /s/  Aurora Abella
                                            Name:  Aurora Abella
                                            Title:  Vice President
<PAGE>

                                          THE INDUSTRIAL BANK OF JAPAN, LIMITED



                                            By:  /s/  Akihiko Mabuchi
                                            Name:  Akihiko Mabuchi
                                            Title:  Senior Vice President



<PAGE>

                                            COMERICA BANK



                                            By:  /s/  Martin G. Ellis
                                            Name:  Martin G. Ellis
                                            Title:  Vice President

<PAGE>

                                                     BANK HAPOALIM B.M.



                                            By:  /s/  Laura Anne Raffa
                                            Name:  Laura Anne Raffa
                                            Title:  First Vice President
                                                     and Corporate Manager


                                            By:  /s/  Shaun Breidbart
                                            Name:  Shaun Breidbart
                                            Title:   Vice President

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