Baby Boks captain Chiliboy Ralapelle has been rested, with Sharks flank Keegan Daniel leading the side against Georgia tomorrow.
Daniel, the man of the match in the 20-16 win over Argentina, captains a side that shows several changes.
Apart from Ralapelle, coach Pieter De Villiers has also omitted Pierre Spies and Marius Delport among others. Only seven players survive from the opening game for a match the Boks are clear favourites to win.
Daniel, who did not start against Argentina and lock Wilhelm Steenkamp have been rewarded to outstanding displays.
Scott Spedding will start in the No 15 jersey, with JP Pietersen on the wing in a backline that includes four players from the Sharks.
Exciting young Lions scrumhalf Jano Vermaak gets his first start and flanker Hilton Lobberts has recovered enough to start his second match.
De Villiers has given every player in his squad – except injured wing Cedric Mkhize – a chance to prove themselves for the must-win encounter against France.
Baby Boks v Georgia: Scott Spedding, JP Pietersen, Waylon Murray, Brad Barritt, Morgan Newman, Isma-eel Dollie, Jano Vermaak; Ashley Johnson, Hilton Lobberts, Keegan Daniels (captain), Wilhelm Steenkamp, Nicolai Blignaut, Werner Kruger, Adriaan Strauss, Bandisa Maku.
Replacements: Heinke van der Merwe, Sangoni Mxoli, Alistair Hargreaves, Pieter Louw, Warren Malgas, Joey Mongalo, Frank Wagenstroom.