Execution Version


                               FIRST AMENDMENT TO
                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

      This FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this
"Agreement"),  dated  as  of  March  31,  2003,  is  among  U.S.  BANK  NATIONAL
ASSOCIATION (as successor-in-interest to State Street Bank and Trust Company) as
collateral agent under the Existing  Intercreditor  Agreement  referred to below
(the  "Collateral  Agent"),  WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION  ("Wells
Fargo"), as administrative  agent under the Bank Credit Agreement (as defined in
the  Existing  Intercreditor  Agreement  referred  to below) (in such  capacity,
together with its successors  and assigns in such  capacity,  the "Bank Agent"),
and  EACH  OF  THE  PERSONS  ON  ANNEX  1  ATTACHED  HERETO  (collectively,  the
"Noteholders"), and is acknowledged and agreed by SOS STAFFING SERVICES, INC., a
Utah corporation (the "Company"),  and EACH OF THE GUARANTORS (as defined in the
Existing Intercreditor Agreement referred to below).

                                 R E C I T A L S

      WHEREAS,  unless otherwise provided herein,  capitalized terms used herein
have  the  meaning  ascribed  to them in the  Existing  Intercreditor  Agreement
referred to below;

      WHEREAS,  pursuant  to that  certain  Amended and  Restated  Intercreditor
Agreement,  dated as of April 15, 2002 (the "Existing Intercreditor Agreement"),
the  Benefited   Parties   appointed   U.S.  Bank   National   Association   (as
successor-in-interest  to State  Street  Bank and Trust  Company)  to act as the
Collateral Agent; and

      WHEREAS,  the Bank Agent, the Banks and the Noteholders,  being all of the
Benefited  Parties under the Existing  Intercreditor  Agreement,  have agreed to
amend the  Existing  Intercreditor  Agreement as provided  herein (the  Existing
Intercreditor  Agreement as amended is  hereinafter  referred to as the "Amended
Intercreditor Agreement");

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable  consideration,  the  sufficiency  and  receipt  of  which  are  hereby
acknowledged,  the Bank  Agent,  for  itself  and on  behalf of the  Banks,  the
Noteholders and the Collateral Agent agree as follows:

1.    Amendments.

         (a) The definitions of "Additional Commitment Reductions",  "Additional
Required  Payments"  and specified in  transaction  in Section 1 of the Existing
Intercreditor Agreement are each amended and restated as follows:

                  Additional Commitment Reductions - means the reductions in the
         Aggregate  Commitment (as defined in the Bank Credit  Agreement) or the
         commitment of the Banks to make Loans  thereunder which are due to take
         effect,  subject  to  Section  4(a)(ii),  on  the  Restructuring  Date,
         September 15, 2002,  and December 15, 2002, in the amounts of $313,000,
         $469,500  and  $558,928.57,  respectively,  and on  September  1, 2003,
         October  1, 2003,  November  1, 2003 and  December  1, 2003 each in the
         amount of $156,500;  provided, however, that no such reduction shall be
         effective to the extent it would reduce the Aggregate  Commitment below
         $12,500,000 or the Loan Credit Sublimit below $2,500,000.

                                       1
<PAGE>

                  Additional  Required  Payments  -  means:  (a)  the  principal
         payments  due  under  the  Note  Purchase  Agreements  on  each  of the
         Restructuring  Date,  September  15, 2002 and  December 15, 2002 in the
         amounts of $687,000, $1,030,500 and $1,226,785.72, respectively, and on
         each of  September  1,  2003,  October 1,  2003,  November  1, 2003 and
         December 1, 2003 each in the amount of $343,500  and (b) any  principal
         payment   due  under  the  Bank  Credit   Agreement   on  each  of  the
         Restructuring Date, September 15, 2002, December 15, 2002, September 1,
         2003,  October 1, 2003,  November 1, 2003 and  December 1, 2003,  which
         payment  shall be in such amount that the dollar  amount of Bank Credit
         Obligations on such dates does not exceed the Aggregate  Commitment (as
         defined in the Bank Credit Agreement) or the commitment of the Banks to
         make Loans thereunder after giving effect to the Additional  Commitment
         Reduction on such date.

                  Specified  Transaction - means (a) any Asset  Disposition  the
         total  consideration  of  which,  when  taken  together  with the total
         consideration  received  in  respect of each  other  Asset  Disposition
         consummated during the period of 365 consecutive days ended on the date
         of such Asset  Disposition,  is greater than $100,000 at such time, (b)
         the   distribution  of  amounts  held  by  the  Collateral   Agent  for
         distribution  to the  Benefited  Parties as of the  Restructuring  Date
         pursuant to Section 4(i), (c) the  consummation of the sale of any debt
         or equity  securities of the Company or any of its Subsidiaries  (other
         than  by  a  Subsidiary  to  another   Subsidiary),   (d)  any  amounts
         attributable to federal or state tax refunds or repayments, except that
         if no Default or Event of Default  shall at the  receipt  thereof,  the
         Company  shall be  permitted  to retain an amount  attributable  to the
         Federal  Net  Loss  Carry  Back  Refund  in an  amount  not  to  exceed
         $3,800,000,  (e) the sale or collection of receivables  retained by any
         Grantor in  connection  with the sale of any  Subsidiary or business of
         such  Grantor and (f) the receipt by the Company or any  Subsidiary  of
         any net  proceeds  arising  from  any  source  other  than  the sale of
         inventory  in the  ordinary  course of  business  and the  transactions
         identified in the foregoing clauses (a) through (d) above, such sources
         to include,  without  limitation,  the  exercise or  compromise  of any
         rights of the Company in respect of any insurance policy or the receipt
         of any condemnation  proceeds (except to the extent that the applicable
         Collateral  Document  shall permit  application of such net proceeds to
         the repair of the affected  property) and any  litigation or litigation
         proceeds (including,  without limitation, any administrative proceeding
         and any arbitration).

         (b) Clause (i) of Section 4(a) of the Existing Intercreditor  Agreement
is hereby amended and restated as follows:

                           (i) Prior to the occurrence of a True-Up  Event,  the
                  Grantors may pay,  and the  applicable  Benefited  Parties may
                  receive,  (i)  Permitted  Interest  Payments,  (ii)  principal
                  payments  in respect of the Bank Credit  Obligations  which do
                  not  result  in  the  permanent  reduction  of  the  Aggregate
                  Commitment   under  (and  as  defined   in)  the  Bank  Credit
                  Agreements,  (iii) the Additional  Required  Payments and (iv)
                  reimbursements  for reasonable costs and expenses  incurred by
                  any  Benefited  Party and payable to such  Benefited  Party in
                  accordance  with its  respective  Financing  Agreements (as in
                  effect on March 31,  2003),  except that the Net Cash Proceeds
                  from,   and  all  other  amounts  in  respect  of,   Specified
                  Transactions shall be applied as provided in Section 4(b).

                                       2
<PAGE>

         (c) Clause (ii) of Section 4(a) of the Existing Intercreditor Agreement
is hereby amended and restated as follows:

                           (ii) On each of the Restructuring Date, September 15,
                  2002,  December 15, 2002,  September 1, 2003, October 1, 2003,
                  November  1,  2003  and  December  1,  2003,  so  long  as the
                  Noteholders   shall  have  received  the  required   principal
                  payments  of the Notes due them on such  date,  the  Aggregate
                  Commitment  and the Loan Credit  Sublimit  shall be reduced by
                  the amount of the Additional  Commitment  Reduction applicable
                  for such date (such  reduction  to take effect on such date or
                  such  other  date  as  the  Noteholders  shall  have  actually
                  received such required principal payment).

         (d) Clause (ii) of Section 4(b) of the Existing Intercreditor Agreement
is hereby amended and restated as follows:

                           (ii) by the  Banks,  first  to  repay  the  principal
                  portion of Loans  outstanding  under the Bank Credit Agreement
                  (if any),  such  payments  up to an amount  such that the Loan
                  Credit   Sublimit   shall  be   reduced  to  (but  not  below)
                  $2,500,000,  and second with the balance,  if any, remitted to
                  the Bank  Agent to be held in a cash  collateral  account  (as
                  provided in the Existing Bank Credit  Facility as in effect on
                  March 31,  2003,  the  "Cash  Collateral  Account")  until the
                  amount in the Cash Collateral  Account reaches  $2,500,000 and
                  then  third to the  Collateral  Agent for  application  on the
                  terms and subject to the conditions set forth in Section 4(d),
                  it being  acknowledged  and  agreed by the  Company  that upon
                  delivery  of  such  payment  or  Net  Cash   Proceeds  to  the
                  Collateral  Agent as provided in this  Section  4(b):  (1) the
                  Aggregate  Commitment  under the Bank Credit Agreement will be
                  automatically and permanently  reduced,  dollar for dollar, in
                  an  amount  equal to the  Banks'  Sharing  Percentage  of such
                  payment or Net Cash  Proceeds but only to the extent that such
                  payment  does  not  reduce  the  Aggregate   Commitment  below
                  $12,500,000,   and  (2)  the  Loan  Credit  Sublimit  will  be
                  concurrently  automatically and permanently reduced dollar for
                  dollar by the Bank's Sharing Percentage of such payment or Net
                  Cash  Proceeds  but only to the extent that such  payment does
                  not reduce the Loan Credit  Sublimit below  $2,500,000 (or, if
                  the amount of the availability  under the Loan Credit Sublimit
                  above  $2,500,000  is then  less  than the full  amount of the
                  Bank's  Sharing   Percentage  of  such  payment  or  Net  Cash
                  Proceeds,  then by such  amount as shall be required to reduce
                  the Loan Credit Sublimit to (but not below)  $2,500,000).  For
                  greater  certainty,  the  parties  acknowledge  that  the loan
                  facility  provided  pursuant to the Bank Credit  Documents  is
                  revolving  in nature,  and nothing in this Section is intended
                  to  restrict  the  revolving  nature  of  such  loan  facility
                  (subject to the  reduction of the  commitment  of the Banks to
                  extend loans  thereunder as provided in this Agreement and the
                  Bank Credit Agreement).

                                       3
<PAGE>

         (e) Section  4(b) of the  Existing  Intercreditor  Agreement  is hereby
amended  to add the  following  new  paragraph  immediately  following  existing
subsection (ii) thereto:

                  "Should the Banks become  Below-Formula  Benefited  Parties by
                  virtue  of  applying  the  cash  held in the  Cash  Collateral
                  Account, they shall promptly, upon the occurrence of a True-Up
                  Event,   remit  to  the  Collateral  Agent,  for  distribution
                  pursuant to Section 4(c) hereof,  cash in an amount sufficient
                  to cause the Banks' Actual  Principal  Percentage at such time
                  to be increased to equal the Banks' Sharing Percentage at such
                  time.  The Benefited  Parties and the Grantors  agree that any
                  funds held as cash  collateral  with  respect to any Letter of
                  Credit will, upon the release thereof (as provided in the Bank
                  Credit  Agreement  as in effect on March 31,  2003) be paid to
                  the Collateral Agent and distributed to the Benefited  Parties
                  in  accordance  with  this  Section  4(b).  In the  event  for
                  whatever  reason  funds  drawn  under any Letter of Credit are
                  returned to any Grantor or are legally required to be returned
                  to any  Grantor,  such  Grantor  shall or, to the extent  such
                  funds have not yet been returned to such Grantor, shall direct
                  the  holder  of such  funds  to,  deliver  such  funds  to the
                  Collateral  Agent to be applied as  provided  in this  Section
                  4(b). In connection with the renegotiation or extension of any
                  Letter of Credit, the Grantors shall use their best efforts to
                  cause  the  beneficiary  thereunder  to  agree in  writing  to
                  deliver such funds directly to the Collateral Agent."

         (f) Article 4 of the Existing Intercreditor Agreement is hereby amended
to  add  the  following  new  subsection  (j)  immediately   following  existing
subsection (i) thereto:

                  "(j) Should the Collateral Agent receive any payments from the
                  Company with respect to the Recapitalization Fee (as such term
                  is defined in Section 8 of  Amendment  No. 4 to Note  Purchase
                  Agreement  dated as of March 31, 2003  between the Company and
                  the  Noteholders  and in  Section  6 of that  Sixth  Amendment
                  Agreement to Amended and Restated Credit Agreement dated as of
                  March 31,  2003  between  the  Company  and the  Banks) or the
                  letter of credit fee required  pursuant to Section  2.25(2) of
                  the Bank Credit Agreement and Section 8.8 of the Note Purchase
                  Agreements,   it  shall   distribute   the  proceeds  of  such
                  Recapitalization  Fee or letter of credit fee, as  applicable,
                  when  received  to  the  Bank  Agent  and  he  Noteholders  in
                  accordance with their respective Sharing Percentage."

2.    EFFECT OF AMENDMENT.

         Except  as  expressly   provided  in  this   Agreement,   the  Existing
Intercreditor   Agreement  shall  remain  in  full  force  and  effect,  without
modification or amendment. This Agreement shall be binding upon, and shall inure
to the benefit of, the  successors and assigns of each of the parties hereto and
the holders from time to time of the Benefited Obligations.

                                       4
<PAGE>

3.    DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.

         Two or more duplicate  originals of this Agreement may be signed by the
parties,  each of which shall be an  original  but all of which  together  shall
constitute one and the same instrument. This Agreement may be executed in one or
more  counterparts  and shall be effective when at least one  counterpart  shall
have been executed by each party to this Agreement, and each set of counterparts
which,  collectively,  show execution by each such party to this Agreement shall
constitute one duplicate original.

4.    GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE  LAWS OF THE  STATE  OF NEW  YORK  APPLICABLE  TO  CONTRACTS  MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE EXCLUDING  CHOICE-OF-LAW  PRINCIPLES OF THE
LAW  OF  SUCH  STATE  THAT  WOULD  REQUIRE  THE  APPLICATION  OF THE  LAWS  OF A
JURISDICTION OTHER THAN SUCH STATE.


   [Remainder of page intentionally left blank. Next page is signature page.]


                                       5
<PAGE>



         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.


                  U.S. BANK NATIONAL ASSOCIATION,
                  as Collateral Agent


                  By  ____________________________
                  Name:
                  Title:

   WELLS FARGO, NATIONAL ASSOCIATION,
                  as Administrative Agent and a Lender


                  By  ____________________________
                  Name:
                  Title:

                  JACKSON NATIONAL LIFE INSURANCE COMPANY
                  By:  PPM America, Inc., as attorney in fact, on behalf
                       of Jackson National Life Insurance Company


                  By  ____________________________
                  Name:
                  Title:

                  FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN


                  By  ____________________________
                  Name:
                  Title:

                  FARM BUREAU MUTUAL INSURANCE COMPANY OF MICHIGAN


                  By  ____________________________
                  Name:
                  Title:

                                       6
<PAGE>

                [Signature Page to First Amendment to Amended and
                       Restated Intercreditor Agreement]

                GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


                By  ____________________________
                Name:
                Title:

                By  ____________________________
                Name:
                Title:


                THE CANADA LIFE ASSURANCE COMPANY,
                as beneficial owner


                By  ____________________________
                Name:
                Title:

                CANADA LIFE INSURANCE COMPANY OF AMERICA, as beneficial owner


                By  ____________________________
                Name:
                Title:

                CANADA LIFE INSURANCE COMPANY OF NEW YORK, as beneficial owner


                By  ____________________________
                Name:
                Title:

                                       7
<PAGE>

                 [Acknowledgment of and Consent and Agreement to
        First Amendment to Amended and Restated Intercreditor Agreement]



                 ACKNOWLEDGMENT OF AND CONSENT AND AGREEMENT TO
                               FIRST AMENDMENT TO
                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT

         The  undersigned,  the Company and the other Grantors  described in the
First Amendment to Amended and Restated Intercreditor Agreement set forth above,
acknowledge  and to the  extent  required  agree  and  consent  to the terms and
conditions  thereof.  Each of the undersigned hereby  acknowledges and agrees to
perform  its  obligations  under the First  Amendment  to Amended  and  Restated
Intercreditor Agreement (as amended thereby) and acknowledges and agrees that it
is not a third-party  beneficiary of, and has no rights under, the Intercreditor
Agreement (except as otherwise specifically provided therein).

         IN  WITNESS   WHEREOF,   each  of  the   undersigned  has  caused  this
Acknowledgment  of and Consent and  Agreement to First  Amendment to Amended and
Restated Intercreditor Agreement to be executed by its duly authorized officer.

                                 SOS STAFFING SERVICES, INC.


                                 By  ____________________________
                  Name:
                 Title:

                                 SERVCOM STAFF MANAGEMENT, INC.


                                 By  ____________________________
                  Name:
                 Title:

                                 INTELIANT CORPORATION


                                 By  ____________________________
                  Name:
                 Title:

                                 SOS COLLECTION SERVICES, INC.


                                 By  ____________________________
                  Name:
                 Title:

                                 DEVON & DEVON PERSONNEL SERVICES, INC.


                                 By  ____________________________
                  Name:
                 Title:

                                       8
<PAGE>

                                                                       EXHIBIT A

                         RESTRUCTURING DATE DISTRIBUTION

<TABLE>
<CAPTION>

    ===========================================================================================

    Beneficiary                                                            Distribution Amount
    ===========================================================================================
<S>                                                                                <C>
    Wells Fargo Bank, National Association, as Administrative Agent                $300,951.50
    -------------------------------------------------------------------------------------------
    The Canada Life Assurance Company                                               $37,746.00
    -------------------------------------------------------------------------------------------
    Canada Life Insurance Company of America                                        $37,746.00
    -------------------------------------------------------------------------------------------
    Canada Life Insurance Company of New York                                       $18,873.00
    -------------------------------------------------------------------------------------------
    Jackson National Life Insurance Company                                        $283,094.97
    -------------------------------------------------------------------------------------------
    Great-West Life & Annuity Insurance Company                                    $188,729.97
    -------------------------------------------------------------------------------------------
    Farm Bureau Life Insurance Company of Michigan                                  $56,618.99
    -------------------------------------------------------------------------------------------
    Farm Bureau Mutual Insurance Company of Michigan                                $37,746.00
    ===========================================================================================
</TABLE>


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