AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT

                                AMENDMENT NO.1 TO 
                              EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as
of October 14, 1997 (the "Effective Date"), by and between ACSYS, Inc., a
Georgia corporation, (the "Company"), and Xxxxxx X. Xxxxxxxxx, an individual
resident of Pennsylvania ("Executive").

     WHEREAS, Executive is an executive officer and shareholder of the Company;
and

     WHEREAS, Executive and the Company entered into that certain Employment
Agreement dated as of August, 1997 (the "Agreement"); 

     NOW, THEREFORE, for $10.00 in hand paid by the Company to Executive and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by Executive and the Company including, without
limitation, the promises and covenants of the parties set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

1.  Section 1.2 of Article I of the Agreement is hereby deleted in its entirety
and replaced with the following:

     "1.2  Duties and Responsibilities of Executive.  Executive is hereby
employed full time as the President and Chief Operating Officer of the Company. 
Executive shall devote his full time, energy and skill to such office and shall
do and perform all services and acts necessary or advisable to fulfill the
duties of such office.  In his capacity as an officer of the Company, Executive
shall report to the Chief Executive Officer of the Company, and shall conduct
and perform such additional services and activities as may be determined from
time to time by the Board of Directors which are normal and customary for a
similar executive of a similarly situated company.  Executive's authority and
responsibility in the Company shall at all times be subject to the review and
discretion of the Chief Executive Officer and the Board of Directors, who shall
have the final authority to make decisions regarding the business of the
Company.  Executive acknowledges that he has a duty of loyalty to the Company
and shall not engage in, directly or indirectly, any other business or activity
that could materially and adversely affect the Company's business or the
Executive's ability to perform his duties under this Agreement, provided,
however, that the Executive shall be free to participate in board, civic, and
charitable activities so long as such activities do not interfere with his
duties and responsibilities hereunder."

2.  The second sentence of Section 3.3 of Article 3 is hereby deleted in its
entirety and replaced with the following:

     "Executive shall provide a minimum of thirty (30) days prior notice to the
Chief Executive Officer and the Board of Directors of his resignation."

3.  All other provisions of the Agreement shall remain unchanged and in full
force and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
duly executed and delivered as of the date first above written.


"Company"                               "Executive"
ACSYS, Inc.

By:/s/ Xxxxxxx Xxxx, Xx.                /s/ Xxxxxx X. Xxxxxxxxx
  Xxxxxxx Xxxx, Xx.                     Xxxxxx X. Xxxxxxxxx

Xxxxxxx Xxxx, Xx.
Print Name

Chief Executive Officer
Title