WAIVER, CONSENT AND NINTH AMENDMENT TO CREDIT AGREEMENT

This Waiver, Consent and Ninth Amendment to Credit Agreement (this "Amendment") is dated as of February 1, 2007, and is by and among General Electric Capital Corporation, a Delaware corporation, individually as a Lender and as Agent and Security Trustee for the Lenders, and Analysts International Corporation, a Minnesota corporation ("Borrower").

WHEREAS, pursuant to a certain Credit Agreement dated as of April 11, 2002, by and among General Electric Capital Corporation, a Delaware corporation, individually as a Lender and as Agent and Security Trustee for the Lenders, the other Credit Parties signatory from time to time thereto, and Borrower (as amended or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement), Agent and Lenders agreed, subject to the terms and provisions thereof, to provide certain loans and other financial accommodations to Borrower;

WHEREAS, Borrower has notified Agent and Lenders that Borrower has provided intercompany advances to Medical Staffing (as hereinafter defined) in a net amount outstanding as of the date hereof equal to approximately $1,400,000 (collectively, the "Medical Staffing Affiliate Transactions"), which Medical Staffing Affiliate Transactions constituted Defaults under Sections 6.3(a)(vii)(x) and 6.4 of the Credit Agreement and separate Events of Default under Section 8.1(b) of the Credit Agreement (collectively, the "Existing Events of Default");

WHEREAS, Borrower desires to provide for working capital purposes intercompany advances to AISSS (as hereinafter defined) on or prior to May 1, 2007 in an amount not to exceed $200,000 in the aggregate (the "AISSS Funding") and intercompany advances to Medical Staffing on or prior to May 1, 2007 in an amount not to exceed $200,000 in the aggregate (the "Medical Staffing Funding"), which AISSS Funding and Medical Staffing Funding, in absence of the prior written consent of Agent and Requisite Lenders, would be defaults under Sections 6.3(a)(vii)(x) and 6.4 of the Credit Agreement and an Event of Default under Section 8.1(b) of the Credit Agreement;

WHEREAS, Borrower desires to transfer to AISSS certain contracts it has entered into with customers as part of the managed services group business (the "Contract Transfers"), which Contract Transfers, in absence of the prior written consent of Agent and Required Lenders, would be defaults under Sections 6.4 and 6.8 of the Credit Agreement and an Event of Default under Section 8.1(b) of the Credit Agreement; and

WHEREAS, Borrower has requested that Agent and Requisite Lenders waive the Existing Events of Default, consent to the AISSS Funding, the Medical Staffing Funding and the Contract Transfers, and amend the Credit Agreement in certain respects, as set forth below.

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

1.    Waiver and Consent . In reliance upon the representations and warranties of Borrower set forth in Section 4 below and the covenant of Borrower set forth in Section 5 below, and subject to the conditions to effectiveness set forth in Section 3 below, Agent and Requisite Lenders hereby (a) waive the Existing Events of Default and (b) consent to the AISSS Funding, the Medical Staffing Funding and the Contract Transfers. This is a limited waiver and consent and shall not be deemed to constitute a waiver of, or consent to, any other future breach of the Credit Agreement.

2.    Amendment . In reliance upon the representations and warranties of Borrower set forth in Section 4 below and the covenant of Borrower set forth in Section 5 below, and subject to the conditions to effectiveness set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

(a)    Section 6.20 of the Credit Agreement is hereby amended and restated in its entirety, as follows:

6.20   Credit Parties Other than Borrower .

None of the Credit Parties other than Borrower shall engage in any trade or business, or own any assets (other than Stock of their Subsidiaries) or incur any Indebtedness or Guaranteed Indebtedness (other than the Obligations), provided   that (a) Medical Staffing shall be permitted to engage in its relevant business and own assets, (b) the Staffing Subsidiaries (other than Analysts International Strategic Sourcing Services, LLC, a Minnesota limited liability company) shall be permitted to employ personnel to be leased back to the Borrower under those certain Employee Services Agreements by and between Borrower and each Staffing Subsidiary (the "Employee Services Agreements") and (c) Analysts International Strategic Sourcing Services, LLC, a Minnesota limited liability company, shall be permitted to (i) employ personnel to be leased back to the Borrower under the Employee Services Agreements, (ii) engage in the managed services group business and (iii) own assets in connection with the managed services group business not to exceed $4,000,000 at any time outstanding.

(b)    Disclosure Schedule (5.1) of the Credit Agreemen