EXECUTION COPY









                           SOS STAFFING SERVICES, INC.









                   AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT
                   ------------------------------------------




                           DATED AS OF MARCH 31, 2003










            $5,000,000 SENIOR NOTES, SERIES A, DUE SEPTEMBER 1, 2003
            $30,000,000 SENIOR NOTES, SERIES B, DUE SEPTEMBER 1, 2008


<PAGE>



                           SOS STAFFING SERVICES, INC.

            $5,000,000 SENIOR NOTES, SERIES A, DUE SEPTEMBER 1, 2003
            $30,000,000 SENIOR NOTES, SERIES B, DUE SEPTEMBER 1, 2008

                   AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT


As of March 31, 2003

To Each of the Holders of the Existing Notes (As Hereinafter  Defined) Listed on
the Signature Pages Attached Hereto:

Ladies and Gentlemen:

         SOS STAFFING  SERVICES,  INC., a Utah  corporation  (together  with its
successors and assigns, the "Company"),  agrees with the holders of the Existing
Notes (collectively,  together with their successors and assigns, the "Holders")
as follows:

1.       PRIOR ISSUANCE OF NOTES.

         The Company has entered into those  certain Note  Purchase  Agreements,
each dated as of  September  1, 1998  (collectively,  as amended by that certain
Amendment to Note Purchase  Agreement,  dated as of January 11, 2001, as further
amended by that certain Amendment No. 2 to Note Purchase Agreement,  dated as of
July 30, 2001, as further amended by that certain letter agreement,  dated as of
November 13, 2001,  as further  amended by that certain  Amendment No. 3 to Note
Purchase  Agreement,  dated as of April 15,  2002 and as in  effect  immediately
prior to giving effect to the amendments provided for by this Amendment No. 4 to
Note Purchase  Agreement (this "Amendment No. 4"), the "Existing Note Agreement"
and, as amended  pursuant to this Amendment No. 4 and as may be further amended,
restated or otherwise  modified from time to time, the "Amended Note Agreement")
whereby  $5,000,000  aggregate  principal amount of Senior Notes,  Series A, due
September 1, 2003 and $30,000,000  aggregate  principal  amount of Senior Notes,
Series B, due  September 1, 2008 (such Notes as in effect  immediately  prior to
giving  effect  to the  amendments  provided  for by this  Amendment  No. 4, the
"Existing  Notes") of the Company have been issued to Holders and are  currently
outstanding. The Existing Notes, as amended pursuant to this Amendment No. 4 and
as may be further amended,  restated or otherwise modified from time to time are
referred to herein as the "Notes."

2.       DEFINED TERMS.

         Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Existing Note Agreement.


<PAGE>

3.       REQUEST FOR CONSENT TO AMENDMENTS.

3.1.     Amendments.

         The Company  requests that the Holders  consent to the  Amendments  (as
such terms are  hereinafter  defined) to the  Existing  Note  Agreement  and the
Existing Notes as provided herein.

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         To induce the Holders to enter into this Amendment No. 4 and to consent
to the Amendments, the Company represents and warrants as follows:

4.1.     Organization and Existence.

         The Company is a corporation duly organized and validly existing and in
good  standing  under  the  laws  of the  State  of Utah  and has the  requisite
corporate power and authority to execute and deliver this Amendment No. 4 and to
perform its  obligations  under this Amendment No. 4, the Amended Note Agreement
and the Notes.

4.2.     Actions Pending.

         Except as  disclosed  on  Schedule  4.2  hereto,  there are no actions,
suits,  investigations  or  proceedings  pending  or,  to the  knowledge  of the
Company,  threatened  against  the  Company or any of its  Subsidiaries,  or any
properties or rights of the Company or any of its Subsidiaries, by or before any
court,  arbitrator or administrative or governmental body that,  individually or
in the  aggregate,  could  reasonably  be  expected  to have a Material  Adverse
Effect.

4.3.              Financing Documents Authorized; Obligations Enforceable.

(a)               Financing  Documents are Legal and  Authorized.  The execution
                  and  delivery  by the  Company  of this  Amendment  No. 4, and
                  compliance  by the Company with all of the  provisions of this
                  Amendment No. 4, the Amended Note Agreement and the Notes, are
                  within the corporate powers of the Company.

(b)               Company  Obligations  are  Enforceable.  The  Company has duly
                  authorized this Amendment No. 4 by all necessary action on its
                  part.  This Amendment No. 4 has been executed and delivered by
                  one or more duly authorized  officer of the Company,  and each
                  of this  Amendment  No. 4, the Amended Note  Agreement and the
                  Notes  constitutes,  a legal,  valid and binding obligation of
                  the Company,  enforceable in accordance with its terms, except
                  that the enforceability thereof may be:

(i)               limited by applicable bankruptcy, reorganization, arrangement,
                  insolvency,  moratorium,  or other similar laws  affecting the
                  enforceability of creditors' rights generally; and

(ii)              subject to the availability of equitable remedies.


                                       2
<PAGE>


4.4.     No Conflicts.

         Neither  the  execution  nor  delivery  of this  Amendment  No.  4, nor
fulfillment  of nor  compliance  with the terms and provisions of this Amendment
No. 4, the Amended Note Agreement and the Notes will conflict with, or result in
a breach of the terms,  conditions  or  provisions  of, or  constitute a default
under,  or result in any  violation  of, or result in the  creation  of any Lien
(except Liens permitted by Section 10.3 of the Existing Note Agreement) upon any
of the  Properties  of the Company or any of its  Subsidiaries  pursuant to, the
charter or bylaws of the  Company or any of its  Subsidiaries,  any award of any
arbitrator  or  any  agreement  (including  any  agreement  with  shareholders),
instrument,  order, judgment,  decree, statute, law, rule or regulation to which
the Company or any of its Subsidiaries is subject.

4.5.     Governmental Consent.

         Neither the  execution  and delivery of this  Amendment  No. 4, nor the
performance  by the Company of its  obligations  under this Amendment No. 4, the
Amended Note Agreement and the Notes,  is such as to require any  authorization,
consent, approval,  exemption or other action by or notice to or filing with any
court or  administrative  or  governmental  body on the part of the  Company  in
connection  with  the  execution  and  delivery  of  this  Amendment  No.  4  or
fulfillment of or compliance with the terms and provisions of this Amendment No.
4, the Amended Note Agreement or of the Notes.

4.6.     Full Disclosure.

         This Amendment No. 4 and the documents,  certificates or other writings
delivered to the Holders by or on behalf of the Company in  connection  with the
proposal and negotiation of the Amendments,  including,  without limitation, all
information  provided  pursuant to Section 7.1 of the Existing  Note  Agreement,
taken as a whole, did not contain, as of its respective date of delivery, or now
does not contain, any untrue statement of a material fact as of any such date or
omitted or now omits to state any material fact necessary to make the statements
contained  therein and herein not misleading.  There is no fact that the Company
has not  disclosed  to the Holders in writing  that has had or, so far as it can
now reasonable foresee,  could reasonably be expected to have a Material Adverse
Effect.

4.7.     No Defaults.

         No event has occurred and no condition  exists that, upon the execution
and delivery of this  Amendment No. 4 and the  effectiveness  of the  Amendments
would constitute a Default or an Event of Default.

5.       AMENDMENTS.

5.1.     Amendments to Existing Note Agreement and Existing Notes.

         Subject to Section  5.2,  (a) the  Existing  Note  Agreement  is hereby
amended as of March 31, 2003 in the manner  specified  in Part 1 of Exhibit A to
this Amendment No. 4 and (b) the Existing Notes are hereby amended in the manner
specified in Part 2 of Exhibit A to this Amendment No. 4 (the foregoing referred
to herein as the "Amendments").

                                       3
<PAGE>

5.2.     Effectiveness of Amendments.

         The  Amendments of the Existing Note  Agreement and the Existing  Notes
contemplated  by Section 5.1 and Exhibit A shall become  effective only upon the
satisfaction in full, on or prior to March 31, 2003, of the following conditions
precedent  (which date shall be referred  to as the  "Amendment  No. 4 Effective
Date"):

                  (a) the  Company  and the  Holders  shall  have  executed  and
         delivered a counterpart of this Amendment No. 4;

                  (b) the  representations and warranties set forth in Section 4
         shall be true and correct as of the Amendment No. 4 Effective Date;

                  (c) an  amendment of the  Intercreditor  Agreement in form and
         substance  acceptable  to the  Holders  shall  have been  executed  and
         delivered by all parties  thereto and that all conditions  precedent to
         the effectiveness of such amendment will be satisfied;

                  (d) each  Guarantor  shall have  executed  and  delivered  the
         Guarantor  Consent in respect of its  obligations  under the Subsidiary
         Guaranty and the other Financing  Documents  substantially  in the form
         attached hereto as Exhibit B;

                  (e)  the  Company  shall  have  authorized,  by all  necessary
         corporate approval,  the execution and delivery of this Amendment No. 4
         and the performance of all obligations of, and the  satisfaction of all
         closing  conditions set forth in this Section and the  consummation  of
         all transactions contemplated by this Amendment No. 4 by, the Company;

                  (f) the Company  shall have paid the fees and  expenses of the
         Holders' special counsel as provided in Section 7; and

(g)      all  proceedings  taken in connection with this Amendment No. 4 and all
         documents  and papers  relating  thereto shall be  satisfactory  to the
         Holders  and the  Holders'  special  counsel,  and the  Holders and the
         Holders'  special  counsel shall have received copies of such documents
         and  papers  as  the  Holders  or  the  Holders'  special  counsel  may
         reasonably request in connection herewith, including any legal opinions
         of counsel to the Company in respect of the  transactions  contemplated
         hereunder.

6.       Waiver.

         Effective as of the Amendment No. 4 Effective  Date the Holders  hereby
waive the Event of Default  existing under the Existing Note Agreement by virtue
of the Company's  failure to comply with the requirements of Section 10.7 of the
Existing Note Agreement at and as of February 28, 2003. The Company acknowledges
and  agrees  that  such  waiver is given on a one time  basis  and that  nothing
contained  herein shall in any manner or to any extent  constitute any agreement
of the Holders:  (a) to waive any other Default or Event of Default  existing at
the date  hereof,  whether of not the  Holders  knew or should have known of the
existence  of such  Default or Event of Default,  or (b) to waive any Default or
Event  of  Default  occurring  following  the  execution  and  delivery  of this
Amendment No. 4, whether under sections referred to above or otherwise.

                                       4
<PAGE>

7.       EXPENSES.

         Whether or not the Amendments become effective, the Company will on the
Amendment No. 4 Effective Date (or if an invoice is delivered  subsequent to the
Amendment No. 4 Effective  Date or if the  Amendments  do not become  effective,
promptly and in any event within 10 days of receiving  any  statement or invoice
therefor)  pay all fees,  expenses and costs  relating to this  Amendment No. 4,
including, but not limited to, (a) the cost of reproducing this Amendment No. 4,
any Financing Documents and any other documents delivered in connection herewith
and (b) the reasonable fees and  disbursements  of the Holders'  special counsel
(namely,  Bingham  McCutchen  LLP, or its  successors  or  assigns)  incurred in
connection  with the  preparation,  negotiation  and  delivery of the  Financing
Documents. Nothing in this Section 6 shall limit the Company's obligations under
Section 15 of the Amended Note Agreement.

8.       FEES.

         Should the  Company  fail to secure by July 31,  2003,  as  required by
Section 9.8 of the Amended Note Agreement, a firm commitment or signed letter of
intent to  consummate  the  Recapitalization  Transaction  in form and substance
acceptable  to the Required  Holders,  the Company  shall pay, on or before such
date a $250,000 fee (the  "Recapitalization  Fee") to the  Collateral  Agent for
distribution to the Noteholders and the Lenders  (collectively,  the Noteholders
and the Lenders are  referred to as the "Senior  Holders")  in  accordance  with
Section 4(j) of the Intercreditor  Agreement.  The failure by the Company to pay
the  Recapitalization  Fee to the Collateral  Agent shall constitute an Event of
Default  under the Amended  Note  Agreement,  but the failure to secure the firm
commitment  or signed  letter of intent  contemplated  by Section  9.8 shall not
constitute an Event of Default.

9.       ReLease.

         The Company  hereby  expressly  waives,  releases  and  absolutely  and
forever  discharges the Holders and their  respective  shareholders,  directors,
officers,  employees  and agents,  and their  heirs,  personal  representatives,
successors and assigns, from any and all liability,  claims,  demands,  damages,
actions and causes of action that any of such Persons may now have,  or have had
prior  to the  date  hereof  arising  out of or  relating  to the  Amended  Note
Agreement and the Notes, the transactions contemplated thereby and any action or
inaction of any of the above-named Persons with respect thereto.

10.      MISCELLANEOUS.

10.1.    Part of Existing Note Agreement, Future References, etc.

         Except  as  expressly  amended  by this  Amendment  No.  4, all  terms,
conditions  and  covenants  contained in the  Existing  Note  Agreement  and the
Existing  Notes are  hereby  ratified  and shall be and remain in full force and
effect.  Any and all  notices,  requests,  certificates  and  other  instruments
executed and delivered  after the execution and delivery of this Amendment No. 4
may refer to the Existing Note  Agreement and the Existing  Notes without making
specific reference to this Amendment No. 4, but nevertheless all such references
shall include this Amendment No. 4 unless the context otherwise requires.

                                       5
<PAGE>

10.2.    Counterparts; Effectiveness.

         This  Amendment  No. 4 may be executed  in any number of  counterparts,
each of which shall be an original but all of which  together  shall  constitute
one instrument. Delivery of an executed signature page by facsimile transmission
shall  be  effective  as  delivery  of a  manually  signed  counterpart  of this
Amendment No. 4.

10.3.    Successors and Assigns.

         All  covenants and other  agreements  in this  Amendment No. 4 by or on
behalf of any of the parties  hereto  shall bind and inure to the benefit of the
respective  successors  and assigns of the parties  hereto  (including,  without
limitation, any transferee of any Note) whether so expressed or not.

10.4.    New Notes.

         The Company  hereby  covenants  and agrees that upon the request of any
Holder and the  surrender  of such  Holder's  Notes in the manner  described  in
Section  13.2 of the Amended Note  Agreement,  the Company  shall issue,  at the
Company's  expense,  to such Holder new Notes in the manner provided  therein to
reflect the amendments identified herein to the Existing Notes.

10.5.    Governing Law.

         THIS  AMENDMENT  NO. 4 SHALL BE CONSTRUED  AND  ENFORCED IN  ACCORDANCE
WITH,  AND THE RIGHTS OF THE PARTIES  SHALL BE GOVERNED BY, THE INTERNAL LAWS OF
THE  STATE OF NEW YORK  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.]


                                       6
<PAGE>

[Signature page to Amendment No. 4 to Note Purchase Agreement]
BUSDOCS:1191859.9
         If the Holders are in agreement with the foregoing,  please so indicate
by signing the agreement below on the accompanying counterpart of this Amendment
No. 4 and return it to the  Company,  whereupon  the  foregoing  shall  become a
binding agreement between the Holders and the Company.


                          Very truly yours,

                          SOS STAFFING SERVICES, INC.


                          By:_________________________
                                      Name:
                                     Title:




The foregoing Amendment No. 4 is hereby
accepted as of the date first above written.

[HOLDERS]


 By:_________________________
 Name:
 Title:


                                       7
<PAGE>


                                                                       EXHIBIT A
                                                                          PART 1

                      AMENDMENTS TO EXISTING NOTE AGREEMENT


1.       Each reference in the Existing Note Agreement and each other  Financing
         Document to "September 1, 2003" with respect to the date upon which the
         Series A Notes become due and payable,  is hereby  deleted and there is
         substituted therefor "April 30, 2004."

2.       After  giving  effect to the  Amendment  provided for in paragraph 1 of
         this Part 1 of Exhibit A and the  Amendment  pursuant to Part 2 of this
         Exhibit  A, the  Series A Notes that are  currently  outstanding  shall
         become due and payable as  specified  in paragraph 1 of this Exhibit A,
         without any need to surrender  or exchange  such Series A Notes for new
         Series A Notes reflecting the Amendments  contemplated by Amendment No.
         4;  provided,  however,  that (a) any Series A Notes,  issued after the
         Amendment No. 4 Effective  Date shall be in the form of Exhibit  1.1(a)
         attached hereto.

3.       Section 8.1 of the Existing Note Agreement is amended  deleting  clause
         (a) thereof and substituting the following in lieu thereof:

                  "(a)  Scheduled  Prepayments.  On April 30, 2004,  the Company
         will pay all of the  principal  amount of the Series A Notes  remaining
         outstanding  on such date, if any. On April 30, 2004,  the Company will
         pay  $6,039,342.87  of the principal  amount (or such lesser  principal
         amount as shall then be  outstanding)  of the Series B Notes at par and
         without payment of the Make-Whole  Amount or any premium.  On September
         1, 2004 and on each  September 1 thereafter to and including  September
         1, 2008 the Company will pay  $4,285,714.29 of the principal amount (or
         such  lesser  principal  amount as shall  then be  outstanding)  of the
         Series B Notes at par and without  payment of the Make-Whole  Amount or
         any premium.  The Company will pay all of the  principal  amount of the
         Series B Notes  remaining  outstanding,  if any, on  September 1, 2008.
         Upon any  partial  prepayment  of any series of the Notes  pursuant  to
         Section 8.1(b), Section 8.1(c), Section 8.1(d), Section 8.1(e), Section
         8.1(f),  Section  8.1(g),  Section 8.1(h) or Section 8.2 or purchase of
         any series of the Notes  permitted by Section 8.5 the principal  amount
         of each  required  prepayment  of any series of the Notes  becoming due
         under  this  Section  8.1 on and after the date of such  prepayment  or
         purchase  shall be applied  to the then  remaining  required  principal
         payments in the inverse order of their maturities."

4.       Section 8.1 of the Existing Note Agreement is amended  deleting  clause
         (e) thereof and substituting the following in lieu thereof:

                                       8
<PAGE>

                  "(e)  Restructuring  Payments.  On  each  September  1,  2003,
         October 1, 2003,  November 1, 2003 and  December  1, 2003,  the Company
         will pay $343,500 of the principal  amount of the Notes,  to be applied
         pro rata among all Notes then outstanding, without regard to Series, at
         par and without payment of the Make-Whole Amount or any premium."

5.       Section 8.1 of the Existing Note Agreement is amended  deleting  clause
         (f) thereof and substituting the following in lieu thereof:

                  "(f) Tax Refunds or Repayments. Upon receipt by the Company or
         any of its  Subsidiaries of any federal,  state, or local tax refund or
         repayment,  there shall become due and payable,  and the Company  shall
         pay  to the  holders  of the  Notes,  as  prepayment  of the  Notes,  a
         principal amount of Notes equal to the Holders' Allocated Share of such
         tax refund or repayment  (provided,  however,  that notwithstanding the
         foregoing,  upon  receipt by the  Company of the Federal Net Loss Carry
         Back  Refund,  and if,  but  only if,  there  has not  occurred  and is
         continuing  a Default  or an Event of  Default,  the  Company  shall be
         permitted  (i) to retain and pledge an amount not to exceed  $2,000,000
         as cash  collateral to the issuer of a letter of credit issued in favor
         of  the  Company's   workman's   compensation   insurance  provider  as
         collateral for the Company's workers'  compensation  insurance coverage
         for the fiscal year 2003;  provided  that such  amount  pledged as cash
         collateral  shall be equal to the  maximum  drawing  amount  under such
         letter of credit  and;  provided  further  that if the cash  collateral
         referred  to in this  Section  8.1(f) is released by the Banks (as such
         term is defined in the Intercreditor Agreement),  either in whole or in
         part,  the Company  shall pay to or cause to be paid to the  Collateral
         Agent  for  distribution  pursuant  to the  terms of the  Intercreditor
         Agreement all such cash collateral so released,  and (ii) to retain and
         utilize for working capital  purposes an amount of the Federal Net Loss
         Carry Back Refund not to exceed  $1,800,000),  together  with  interest
         accrued with respect of such principal amount. Any required  prepayment
         pursuant to this clause (f) shall be delivered to the Collateral  Agent
         for distribution in accordance with the provisions of the Intercreditor
         Agreement.  The  principal  amount of any  prepayment  pursuant to this
         clause (f) shall be allocated as provided in Section 8.3."

6.       Section 8 of the Existing Note  Agreement is hereby  amended to add the
         following new Section 8.8  immediately  following the existing  Section
         8.7 thereof:

                  "Section 8.8.  Quarterly Fee. The Company hereby agrees to pay
         to the Collateral  Agent for  distribution  to the holders of the Notes
         pursuant to Section 4(j) of the Intercreditor Agreement,  commencing on
         the date of  issuance  of the  Overline  Letter of Credit (as such term
         defined in the  Existing  Bank  Credit  Facility  in effect on the date
         hereof)  and on each  January 1, April 1, July 1 and  October 1 of each
         year that the Overline  Letter of Credit is  outstanding,  a fee in the
         amount equal to the Overline  L/C  Percentage  (as such term defined in
         the Existing Bank Credit  Facility in effect on the date hereof) on the
         date of the  payment  thereof  multiplied  by the stated  amount of all
         Outstanding  Letters  of Credit (as such term  defined in the  Existing
         Bank Credit Facility in effect on the date hereof) on such date.

7.       Section  9.8 of the  Existing  Note  Agreement  is  hereby  amended  by
         deleting the second  sentence  thereof and  substituting  the following
         therefor:

                                       9
<PAGE>

                  "The  Company  shall  cause  an  offering  memorandum  for the
         Recapitalization  Transaction  to be prepared and  distributed no later
         than April 30, 2003. The Company shall use its best efforts to obtain a
         firm   commitment  or  signed  letter  of  intent  to  consummate   the
         Recapitalization   Transaction   of  form  and   substance   reasonably
         satisfactory to the Required Holders no later than July 31, 2003."

8.       Section  10.4 of the  Existing  Note  Agreement  is hereby  amended and
         restated in its entirety to read as follows:

                  "Section 10.4.  Limitation on Total Indebtedness.  The Company
         will not,  as of the last day of each  fiscal  quarter of the  Company,
         permit  the  ratio  of   Consolidated   Total  Debt  at  such  time  to
         Consolidated  Adjusted EBITDA for the period of four consecutive fiscal
         quarters ending on such date, to exceed:

      For Fiscal Quarters Ending:                   Maximum Permitted Ratio
      ---------------------------                   -----------------------

      March 2003                                             7.95:1.00
      June 2003                                              8.60:1.00
      September 2003                                         8.35:1.00
      December 2003                                          7.35:1.00
      March 2004                                             7.05:1.00
      June 2004                                              6.60:1.00
      September 2004                                         5.30:1.00
      December  2004 and for all  fiscal  quarters           4.40:1.00"
      ending thereafter

9.       Section  10.7 of the  Existing  Note  Agreement  is hereby  amended and
         restated in its entirety to read as follows:

                  "Section  10.7.  Cumulative  EBITDA.  The  Company  will  not,
         determined  as of the last  day of each  fiscal  month of the  Company,
         permit the Consolidated  EBITDA for the period of 12 consecutive months
         then ending (provided,  however,  that with respect to each month ended
         on or before December 31, 2003, such trailing period will be limited to
         year-to-date  2003) to be less than the amount specified  opposite such
         month below:

      For Fiscal Month:                             Minimum EBITDA
      -----------------                             --------------

      March 2003                                    $   20,000
      April 2003                                    $  215,000
      May 2003                                      $  550,000
      June 2003                                     $1,115,000
      July 2003                                     $1,575,000
      August 2003                                   $2,235,000
      September 2003                                $2,955,000
      October 2003                                  $3,570,000
      November 2003                                 $4,120,000
      December 2003                                 $4,345,000
      January 2004                                  $4,350,000
      February 2004                                 $4,420,000
      March 2004                                    $4,580,000
      April 2004                                    $4,750,000
      May 2004                                      $4,940,000
      June 2004                                     $5,185,000
      July 2004                                     $5,430,000
      August 2004                                   $5,715,000
      September 2004                                $6,050,000
      October 2004                                  $6,345,000
      November 2004                                 $6,625,000
      December 2004                                 $6,850,000
      For all fiscal months thereafter              $6,850,000"

                                       10
<PAGE>

10.      Section  10.8 of the  Existing  Note  Agreement  is hereby  amended and
         restated in its entirety to read as follows:

                  "Section 10.8.  Fixed Charge Coverage Ratio.  The Company will
         not,  determined  as of the  last  day of each  fiscal  quarter  of the
         Company,  permit the ratio of Consolidated Earnings Available for Fixed
         Charges for the four  consecutive  fiscal quarter period ending on such
         date to Consolidated Fixed Charges for such period, to be less than:


      For Fiscal Quarters Ending:                   Minimum Required Ratio
      ---------------------------                   ----------------------

      March 2003                                             1.20:1.00
      June 2003                                              1.20:1.00
      September 2003                                         1.00:1.00
      December 2003                                          1.05:1.00
      March 2004                                             1.10:1.00
      June 2004                                              1.20:1.00
      September 2004                                         1.60:1.00
      December  2004 and for all  fiscal  quarters           1.80:1.00"
      ending thereafter

11.      Section  10.12 of the Existing  Note  Agreement  is hereby  amended and
         restated in its entirety to read as follows:

                  "Section 10.12.  Interest Coverage Ratio. The Company will not
         permit the Interest  Coverage  Ratio  determined  as of the last day of
         each fiscal quarter of the Company to be less than:

                                       11
<PAGE>


      For Fiscal Quarters Ending:                   Minimum Required Ratio
      ---------------------------                   ----------------------

      March 2003                                             1.40:1.00
      June 2003                                              1.40:1.00
      September 2002                                         1.15:1.00
      December 2003                                          1.20:1.00
      March 2004                                             1.30:1.00
      June 2004                                              1.50:1.00
      September 2004                                         2.25:1.00
      December  2004 and for all  fiscal  quarters           2.60:1.00"
      ending thereafter

12.      The following  definitions  in Schedule B of the Existing Note Purchase
         Agreement are amended and restated in their entirety as follows:

           ""Federal  Net Loss Carry Back  Refund"  means the  federal  net loss
       carry back tax refund that the Company  expects to receive during 2003 in
       respect of the Company's 1996 and 1997 fiscal year tax payment.

           "Interest  Expense" for any period shall mean interest expense of the
       Company and its  Subsidiaries  for such period,  as defined  according to
       GAAP;  provided,  however,  that  Interest  Expense shall not include the
       Supplemental  Note Fee,  the  Restructuring  Fee (as such term defined in
       Amendment  No. 4 to Note  Purchase  Agreement  dated as of March 31, 2003
       between the Holders and the Company) or the Supplemental Facility Fee (as
       such term is  defined in the Fifth  Amendment  to  Amended  and  Restated
       Credit Agreement dated as of April 15, 2002 between the Company and Banks
       (as such term is defined in the Intercreditor Agreement)) until such time
       as the Supplemental  Note Fee, the  Restructuring Fee or the Supplemental
       Facility Fee, as the case may be, is paid in cash."

13.      The following  definitions in Schedule B of the Existing Note Agreement
         are hereby deleted in their entirety:

           ""September 2002 Payment"

           "December 2002 Payment""

14.      The  Existing  Note  Agreement  is amended by  deleting  therefrom  the
         current forms of Exhibit 1.1(a) thereto and replacing them with Exhibit
         1.1(a) attached hereto.


                                       12
<PAGE>

                                                                       EXHIBIT A
                                                                          PART 2

                               AMENDMENTS TO NOTES


1.       The Series A Notes  outstanding  on the Amendment No. 4 Effective  Date
         are  hereby,  without any  further  action  required on the part of any
         other Person, deemed to be automatically amended to conform to and have
         the terms provided in Exhibit 1.1(a)  attached  hereto (except that the
         principal  amount and the payee of each Note shall  remain  unchanged).
         Any Series A Note issued on or after the Amendment No. 4 Effective Date
         shall be in the form of Exhibit 1.1(a) attached hereto.

                                       13
<PAGE>


                                                                  EXHIBIT 1.1(a)

                             [FORM OF SERIES A NOTE]


                           SOS STAFFING SERVICES, INC.

                    SENIOR NOTE, SERIES A, DUE APRIL 30, 2004


No.[__]                                                                  [Date]
$[________]                                                     PPN: [________]

         FOR VALUE  RECEIVED,  the  undersigned,  SOS  STAFFING  SERVICES,  INC.
(herein called the  "Company"),  a corporation  organized and existing under the
laws of the  State of Utah,  hereby  promises  to pay to  [_______________],  or
registered  assigns,   the  principal  sum  of   [___________________]   DOLLARS
($[_________])  on April 30,  2004,  with  interest  (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid  balance  thereof at the
rate of (1) 6.72% per annum  from the date  thereof  to but  excluding  June 30,
2001,  (2) 8.72% per annum on and from June 30, 2001, (3) 9.22% per annum on and
from  April 1, 2002 and (4) 9.72% per annum on and from July 1, 2003  until such
Note shall  become due and  payable in  accordance  with the terms  thereof  and
hereof  (whether at maturity,  by  acceleration  or  otherwise),  such  interest
payable (i) prior to and including March 1, 2002,  semiannually,  on the 1st day
of March and September in each year,  commencing  with March 1, 1999 and (ii) at
all  times  after  March  1,  2002,  monthly  on the  first  day of each  month,
commencing  April 1, 2002,  until the principal hereof shall have become due and
payable,  and  (b) to the  extent  permitted  by  law  on  any  overdue  payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any  overdue  payment  of any  Make-Whole  Amount  (as  defined  in the Note
Purchase Agreements referred to below),  payable  semiannually as aforesaid (or,
at the option of the registered holder hereof,  on demand),  at a rate per annum
from  time to time  equal to the  greater  of (i) 2% over the  interest  rate in
effect  pursuant  to  clause  (a) at such  time or (ii)  2.0%  over  the rate of
interest  publicly  announced by The First National Bank of Chicago from time to
time in Chicago, Illinois as its "base" or "prime" rate.

         Payments of principal of,  interest on and any  Make-Whole  Amount with
respect  to this Note are to be made in  lawful  money of the  United  States of
America at such place designated in Section 14 of the Note Purchase Agreement or
at such other place as the Company shall have  designated  by written  notice to
the holder of this Note as provided in the Note Purchase  Agreements referred to
below.

         This  Note is one of a  series  of  Senior  Notes  (herein  called  the
"Notes") issued pursuant to separate Note Purchase  Agreements,  dated September
1, 1998 (as from time to time amended, the "Note Purchase Agreements"),  between
the Company and the respective  Purchasers  named therein and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section  20  of  the  Note  Purchase  Agreements  and  (ii)  to  have  made  the
representation set forth in Section 6.2 of the Note Purchase Agreements.

                                       14
<PAGE>

         This Note is a  registered  Note and, as provided in the Note  Purchase
Agreements,  upon  surrender of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

         The Company will make  required  prepayments  of principal on the dates
and in the amounts specified in the Note Purchase Agreements.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times  and on the  terms  specified  in the Note  Purchase  Agreements,  but not
otherwise. The Note is subject to prepayment.

         If an Event of  Default,  as defined in the Note  Purchase  Agreements,
occurs  and is  continuing,  the  principal  of this  Note  may be  declared  or
otherwise  become due and payable in the  manner,  at the price  (including  any
applicable  Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

         This Note shall be governed by and  construed  in  accordance  with the
laws of the State of New York.


                                          SOS STAFFING SERVICES, INC.


                                          By: ___________________________
                                          Name:
                                          Title:


                                       15
<PAGE>

                                                                       EXHIBIT B

                           [FORM OF GUARANTOR CONSENT]


Dated:  As of [_____]


         Reference is made to those certain Note Purchase  Agreements,  dated as
of September  1, 1998 (as in effect  immediately  prior to giving  effect to the
amendments  provided for in Amendment No. 4 (defined below),  collectively,  the
"Existing  Note  Agreement"),  between  SOS  STAFFING  SERVICES,  INC.,  a  Utah
corporation  (the  "Company"),  and each of the  purchasers of Notes  identified
therein (the "Holders") whereby $5,000,000  aggregate principal amount of Senior
Notes,  Series A, due April 30, 2004 and $30,000,000  aggregate principal amount
of Senior  Notes,  Series B, due  September  1,  2008  (such  Notes as in effect
immediately  prior to  giving  effect  to the  amendments  provided  for by this
Amendment  No. 4, the  "Existing  Notes")  of the  Company  have been  issued to
Holders and are  currently  outstanding.  The Existing  Note  Agreement  and the
Existing  Notes  are  being  amended  pursuant  to the  Amendment  No. 4 to Note
Purchase  Agreement,  dated as of March  31,  2003,  among the  Company  and the
Holders  (the  "Amendment  No. 4"). The  Existing  Note  Agreement as amended by
Amendment No. 4 and as may be further  amended,  restated or otherwise  modified
from time to time is herein called the "Note Agreement".  Capitalized terms used
herein and not  otherwise  defined  have the  meanings  ascribed  to them in the
Amendment No. 4.

         Each of the undersigned  guarantors (each, a "Guarantor") is a party to
the Subsidiary Guaranty (the "Guaranty") and certain other Financing  Documents,
in each case,  entered into in connection  with the Existing Note  Agreement and
the Existing Notes. Each Guarantor hereby consents to the execution and delivery
by the Company of the Amendment No. 4 and the Amendments  specified  therein and
acknowledges and affirms all of its obligations  under the terms of the Guaranty
and each other Financing Document to which it is a party.


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


                                       16
<PAGE>

         IN WITNESS WHEREOF, each Guarantor has caused this Guarantor Consent to
be  executed on its behalf,  as of the date first above  written,  by one of its
duly authorized officers.


                                    INTELIANT CORPORATION


                                    By:  _________________________
                                    Name:
                                    Title:

                                    ServCom Staff Management, Inc.


                                    By:  _________________________
                                    Name:
                                    Title:

                                    SOS Collection Services, Inc.


                                    By:  _________________________
                                    Name:
                                    Title:

                                    DEVON & DEVON PERSONNEL SERVICES, INC.


                                    By:  _________________________
                                    Name:
                                    Title:

                                       17
<PAGE>
                                  SCHEDULE 4.2

                                   LITIGATION


         On April 11, 2001,  Royalty  Carpet  Mills,  Inc.  ("Royalty")  filed a
complaint  against  Inteliant for breach of contract for services to be provided
by Inteliant and for professional  negligence (the  "Complaint") in the state of
California.  The Complaint requests unspecified damages,  consequential damages,
and attorneys' fees and costs.  To date,  Royalty has not quantified the precise
amount of damages it is seeking from Inteliant,  but has informed Inteliant that
it will be seeking damages of approximately  $1.9 million.  Inteliant denies the
allegations  set forth in the  Complaint  and is seeking to recover in excess of
$150,000 that Inteliant claims Royalty owes to Inteliant. The case is proceeding
with discovery, with the trial currently set to commence in August 2002.

         Inteliant  believes that it is insured against any potential  liability
for the claims  filed by Royalty  under its general  liability  coverage and has
tendered  defense of  Royalty's  lawsuit  to its  insurance  carrier.  While its
insurance  carrier has reserved its right to assert  certain  policy  exclusions
against  Inteliant,  which the insurance  carrier  contends exclude claims based
upon (i) an express or implied  warranty or  guarantee,  (ii) breach of contract
with respect to any  agreement  to perform  work for a specified  fee, and (iii)
claims for bodily injury or property damage,  Inteliant  presently believes that
the claims asserted by Royalty against Inteliant are not only without merit, but
that any judgment that potentially might be entered against Inteliant is covered
in whole or in substantial part by its policy with the insurance carrier.

         There  is no  other  pending  litigation  that  the  Company  currently
anticipates  will have a  material  adverse  effect on the  Company's  financial
condition or results of operations.

                                       18