AMENDED AND RESTATED LEASE

PARTIES

         This  Amended  and  Restated  Lease is made this 21st day of  November,
2002,  between  Robb  Reinhold,  Reed  Reinhold,  and  Rena  Qualls,  d/b/a  SOS
Properties,  successors in interest to Richard D. and Sandra  Reinhold as Lessor
and SOS Staffing  Services,  Inc.,  formerly  known as SOS  Services,  Inc.,  as
Lessee.

         The  Parties  are  currently  the  parties to that  certain  lease (the
"Lease")  dated April 1, 1995  regarding the property,  which is subject of this
Amended and Restated Lease. The Parties desire to amend and restate the Lease as
set forth herein.

         Lessor does hereby lease to Lessee and Lessee  hereby hires from Lessor
that certain  building  consisting of  approximately  16,437 square feet and the
building's  appurtenant  property  (hereinafter called "Premises") said premises
being located at 1415 South Main Street,  Salt Lake City, Utah,  84115, and more
particularly described as follows: All of Lots 4 through 10, Block 2, South Main
Addition, Plat A as recorded in the Salt Lake County Recorder's Office.

         Said letting and hiring is upon and subject to the terms, covenants and
conditions  herein set forth and the Lessee  covenants  to keep and perform each
and all of said terms,  covenants and  conditions by it to be kept and performed
and that this Amended and  Restated  Lease is made upon the  conditions  of such
performance.

1. PURPOSE.  The premises are to be used for the conduct of general  offices and
such other uses as are compatible or necessary  thereto and for no other purpose
without the written consent of Lessor.

2. TERM AND  POSSESSION.  The term of this  Amended  and  Restated  Lease  shall
commence on December 1, 2002 and the term shall be for a period of Sixteen  (16)
Months and shall expire on March 31, 2004 (the "Termination  Date"). The Parties
acknowledge  that Lessee is currently in possession of the Premises  pursuant to
the Lease.  Lessee  shall have the option to extend the Term of this Amended and
Restated Lease as more particularly set forth in Section 5 hereof.

3. RENT.  Lessee shall pay as base annual rent on the leased premises during the
term hereof the amount set forth on the schedule below, with one-twelfth  (1/12)
of said amount to be paid each month.  Lessee  shall pay in advance  one-twelfth
(1/12) of the annual rent  specified in this  Section 3. Each rental  payment or
other sum required to be paid by Lessee  under this  Amended and Restated  Lease
shall be  delivered  to Lessor at 8627 South  Harvard  Park Drive,  Sandy,  Utah
84094,  or to such other address as Lessor may hereafter  designate in a written
notice given to Lessee.  Any  installment of rent,  other sum, or any portion or
such  installment  or sum required  under this Amended and Restated  Lease to be
paid by Lessee which has not been paid within  fifteen  calendar (15) days after
the due date thereof,  shall whether or not demand  therefore is made, or notice
of default is given,  bear  interest at the rate of ten percent  (10%) per annum
from the due date thereof  until paid in full. In addition  thereto,  Lessor may
charge a sum equal to five percent  (5%) of each unpaid  amount as a service fee
to compensate  Lessor for the additional  time and expense  necessitated  in the
handling of delinquent payments.

The rental schedule for base rent is as follows:

October 1, 2002 through March 31, 2003:
                  $  93,391.20       per year payable at the rate of
                  ------------------
                  $   7,782.60       on or before the first day of each month.
                   ---------------

April 1, 2003 through March 31, 2004:
                  $  98,060.76       per year payable at the rate of
                   ----------------
                  $   8,171.73       on or before the first day of each month.
                   -----------------

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4. REAL PROERTY TAXES AND ASSESMENTS.  For the 2002 calendar year, Lessee agrees
to pay  Lessor  $2,476.00  as  Additional  Rent  for the  premises  for the real
property  taxes and  assessments  for such year.  For the 2003 calendar year and
each  successive  calendar  year during the Term of this  Amended  and  Restated
Lease,  including  any  extension  of the Term as  provided in Section 5 hereof,
Lessee  agrees to pay to the Lessor as  additional  rent an amount  equal to the
entire Real  Property  Taxes and  Assessments  for the  Premises  for such year;
provided,  however, if the Term expires during the year, Lessee shall pay Lessor
an amount  equal to the real  property  taxes and  assessments  for the Premises
multiplied by the number of months during the tax year this Amended and Restated
Lease is in effect  divided by twelve  (12).  For  example,  if this Amended and
Restated Lease  terminates on March 31 of a given year,  Lessee would by 3/12 of
the Real Property Taxes and  Assessments  for the year in which this Amended and
Restated Lease terminates.

         Commencing  with the 2003 calendar year,  Lessor shall provide Lessee a
copy of any real property tax and assessments within a reasonable amount of time
from  Lessor's  receipt  thereof,  but in no event  later than  would  prejudice
Lessee's  right to contest the amount of the real  property tax or  assessments.
Lessor agrees that Lessee,  at Lessee's  sole cost and expense,  may contest any
real property tax or assessment.  Lessee shall pay Lessor each year's assessment
no later  than  fifteen  (15) days prior to the due date of such  taxes.  Lessee
shall pay its 2002 payment in connection with its December 2002 rent payment.

5.  OPTION  TO  EXTEND  TERM.  Lessor  hereby  grants  Lessee  three  successive
three-year  options to extend the Term of this Amended and Restated Lease.  Each
option shall be exercisable by the Lessee by giving written notice of its intent
to extend the term.  Such notice  shall be delivered to Lessor not less than 120
days nor more than 240 days from the Termination Date or any extension  thereof.
In other words,  Lessee shall have the option to extend the Termination  Date of
this  Amended and  Restated  Lease from March 31, 2004 to March 31,  2007,  then
March 31, 2010,  and then March 31, 2013. If any such option is exercised,  base
rent for each additional  lease year shall be increased  effective on April 1 of
each such year by a percentage  increase equal to the percentage increase in the
Consumer  Price  Index  plus one  percent  (1%),  but in no event more than five
percent (5%) for any given year.  Consumer  Price Index means the Consumer Price
Index for All Urban  Consumers - U.S.  City  Average - All Items as published by
the United  States Bureau of Labor  Statistics  or any  successor  agency or any
other index  hereinafter  employed by the Bureau of Labor  Statistics in lieu of
said index.  Base rent shall continue to be payable  monthly under the terms and
conditions set forth in Section 3 of this Amended and Restated Lease.

6. USES  PROHIBITED.  Lessee  shall not do or permit  anything  to be done in or
about the  premises  nor being or keep  anything  therein  which will in any way
increase  the  existing  rate or  affect  any fire or other  insurance  upon the
building, or any of its contents or cause a cancellation of any insurance policy
covering said building or any part thereof or any of its contents.  Lessee shall
not do or permit  anything to be done in or about the premises which will in any
way obstruct or interfere  with the rights of other  Lessees or occupants of the
building or injure or annoy them or use or allow the premises to be used for any
improper,  immoral,  unlawful or objectionable  purpose, nor shall Lessee cause,
maintain, or permit any nuisance in, on or about the premises.  Lessee shall not
commit or suffer to be committed any waste in or upon the premises.

7.  COMPLIANCE WITH LAW. Lessee shall not use the premises or permit anything to
be done in or about the premises  which will in any way  conflict  with any law,
statute or ordinance or  governmental  rule or regulation  now in force or which
may  hereafter be enacted or  promulgated.  Lessee  shall,  at its sole cost and
expense,  promptly comply with all laws,  statutes,  ordinances and governmental
rules,  regulations  or  requirements  now in force or which may hereafter be in
force  and with the  requirements  of any  board of fire  underwriters  or other
similar  body  now  or  hereafter  constituted  relating  to  or  affecting  the
condition,  use or occupancy of the premises  excluding  structural  changes not
related to or affected by Lessee's  improvements  or acts.  The  judgment of any
court of competent jurisdiction or the admission of Lessee in any action against
Lessee,  whether  Lessor be a party thereto or not, that Lessee has violated any
law, statute, ordinance, or governmental rule, regulation or requirement,  shall
be conclusive of that fact as between Lessor and Lessee.

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<PAGE>

8.  ALTERATIONS.   During  the  Term,  Lessee  shall  have  the  right  to  make
non-structural   alterations,   additions  and  improvements  to  the  premises,
including but not limited to, the installation of partitions,  carpeting,  light
fixtures,  window hangings,  wall hangings,  furniture,  and trade fixtures (the
"Improvements");  provided,  in no event shall Lessee make such  alterations  or
improvements  without first  obtaining  Lessor's  prior approval of the proposed
improvement,  which  consent  shall not be  unreasonably  withheld.  Lessee  may
contract with a third party or Lessor for the construction of such improvements;
provided,  Lessor  shall  have  the  right  to  approve  any  such  third  party
contractor, which approval shall not be unreasonably withheld.

           Upon the expiration or termination of the Amended and Restated Lease,
Lessee  shall have the right to remove all  improvements  owned by it, which are
not attached or affixed to the premises.

9. REPAIRS AND DAMAGES.  By entry hereunder Lessee accepts the premises as being
in good, sanitary order,  condition and repair. Lessee shall, upon expiration or
sooner  termination of the term hereof,  surrender the premises to Lessor in the
same  condition  as when  received,  ordinary  wear and tear and damage by fire,
earthquake,  act of God or the elements excepted. It is specifically  understood
and agreed  that Lessor has no  obligation  and has made no promises to any part
thereof and that no representations  respecting the condition of the premises or
the building of which the premises are a part have been made by Lessor to Lessee
as specifically herein set forth.

10.  ABANDONMENT.  Lessee  shall not vacate or abandon the  premises at any time
during the term, and if Lessee shall abandon, vacate or surrender said premises,
or be dispossessed by process of law or otherwise.

11. LIENS. Lessee shall keep the premises and the property in which the premises
are situated  free from any liens arising out of any work  performed,  materials
furnished or obligations incurred by Lessee.

12.  ASSIGNMENT AND  SUBLETTING.  Lessee shall not assign,  transfer,  mortgage,
pledge,  hypothecate or encumber this Lease, or any interest therein,  and shall
not sublet the said  premises  or any part  thereof,  or any right or  privilege
appurtenant  thereto,  or suffer any other  person (the  agents and  servants of
Lessee  excepted) to occupy or use the said  premises,  or any portion  thereof,
without the written  consent of Lessor  first had and  obtained,  which  consent
shall not be unreasonably withheld, and a consent to one assignment, subletting,
occupation or use by another person shall not be construed as consent for future
assignment,  subletting,  occupation or use by another  person.  Notwithstanding
anything herein to the contrary, no assignment or subletting shall be allowed if
the  intended use of the  premises  shall be for other than  general  office use
consistent  with  a  professional  office  building.   Any  such  assignment  or
subletting  without  such  consent  shall be void,  and  shall at the  option of
Lessor,  terminate  this Lease.  Any sublease or assignment  agreed to by Lessor
shall in no way relieve  Lessee of  responsibility  of making  rent  payments to
Lessor in the event of a default by the  assignee or  sublessee  in making their
rent payments for the term of the original lease or any extension thereof.  This
Lease  shall  not,  nor shall any  interest  therein,  be  assignable  as to the
interest of Lessee by operation of law, without the written consent of Lessor.

13.  INDEMNIFICATION OF LESSOR. Lessor shall not be liable to Lessee, and Lessee
hereby waives all claims against Lessor,  for any injury or damage to any person
or  property  in or about the  premises  by or from any cause  whatsoever,  and,
without  limiting  the  generality  of the  foregoing,  whether  caused by water
leakage of any character from the roof, walls,  basement or other portion of the
premises or the building,  or caused by gas, fire, oil, electricity or any cause
whatsoever  in, on or about the  premises of the  building or any part  thereof,
Lessee  shall hold Lessor  harmless  from any and all claims or  liability  from
injury or damage to any person or property whatsoever: (1) occurring in or about
the  premises or any part thereof and (2)  occurring in or about any  facilities
without  prejudice  to  the  generality  of  the  term,  facilities,  stairways,
passageways,  hallways,  and parking areas,  when such injury or damage shall be
caused in part or in whole by the act, neglect, fault of or omission of any duty
with respect to the same by Lessee, its agents, servants, employees or invitees.

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<PAGE>

14.  INSURANCE.  Lessee agrees during the term hereof to carry public  liability
insurance  covering  the  premises  in an amount  of not less than Five  Hundred
Thousand Dollars ($500,000.00) for injury and/or death to any one person and One
Million Dollars ($1,000,000.00) for injury and/or death to any number of persons
in any one accident,  and property damage insurance in an amount of Five Hundred
Thousand  Dollars  ($500,000.00)  in the name of Lessee (with Lessor named as an
additional  insured),  to pay the premiums therefor and to deliver said policies
or  certificates  thereof to Lessor,  and the failure of Lessee either to affect
said  insurance in the names herein  called for, or to permit  Lessor to procure
said  insurance,  or to pay the requisite  premiums  therefor or to deliver said
policies or certificates or duplicates thereof to Lessor, shall permit Lessor to
procure said insurance and pay the requisite premiums  therefor,  which premiums
shall be repayable  to Lessor with the next  installment  of rent.  Each insurer
under the policies  required  hereunder shall agree by endorsement on the policy
issued by it or by independent  instrument furnished to Lessor that it will give
Lessor no fewer than ten (10) days' written notice before the policy or policies
in question shall be altered or canceled.

15.  SERVICES AND  UTILITIES.  Lessor  agrees to furnish to the premises  water,
sewer and  electricity  suitable for the intended use of the premises,  heat and
air  conditioning  necessary  for  the  comfortable  use and  occupation  of the
premises;  provided,  however that the costs of all such  utility  usage for the
premises shall be paid by Lessee. Electricity shall be separately metered or sub
metered, and paid by Lessee. Lessee shall provide and pay for its own janitorial
service and any other services related or provided to the leased Premises.

         Lessee  shall not be entitled to any  abatement or reduction of rent by
reason of Lessor's  failure to furnish any of the foregoing when such failure is
caused  by  accidents,  breakage,  repairs,  strikes,  lockouts  or other  labor
disturbances or labor disputes of any character,  or by any other similar cause,
beyond the reasonable control of Lessor; provided, should Lessor fail to furnish
such services for a continuous  period of time in excess of ten (10) days unless
the result of causes beyond Lessor's reasonable control, Lessee shall, as of the
eleventh  (11th)  day have the  right to  reduce  its  rental  by reason of such
failure to supply services.

16.  MAINTENANCE.  Lessee shall be  responsible  for the  following  maintenance
expenses:   Exterior  Walls,  Interior  Walls,  Interior  Decorating,   Exterior
Painting, Yard and Property Maintenance, Heating and Air Conditioning Equipment,
Electrical Equipment, Minor (any expense not exceeding $1,000) Plumbing Repairs,
Light Globes and Tubes, Glass Breakage, Trash Removal, Snow Removal and Janitor.
Lessor shall be responsible for the following expenses:  Roof, Structural Repair
and Major (Any expense exceeding $1,000) Plumbing Equipment.

17. PERSONAL  PROPERTY TAXES.  Lessee agrees to pay or cause to be paid,  before
delinquency,  any and all taxes  levied or  assessed  and which  become  payable
during  the term  hereof  upon all  equipment,  furniture,  fixtures  and  other
personal  property  located in the  premises;  except that which may be owned by
Lessor.

18.  HOLDING OVER.  If, with Lessor's  consent,  Lessee holds  possession of the
premises after the term of this Amended and Restated Lease,  Lessee shall become
a tenant from month to month upon the terms  herein  specified  but at a monthly
rental  equivalent to 105% of the then  prevailing  rental paid by Lessee at the
expiration of the term of this Amended and Restated Lease pursuant to all of the
provisions of Paragraphs 4 and 6 hereof  payable in advance on or upon the first
day of each month,  and Lessee shall  continue in possession  until such tenancy
shall be  terminated  by Lessor,  or until  Lessee  shall have given to Lessor a
written  notice  at least  one month  prior to the date of  termination  of such
monthly tenancy of his intention to terminate such tenancy.

19.  ENTRY BY LESSOR.  Lessor  reserves  and shall at any and all times have the
right to enter the  premises  to inspect  the same,  to supply any service to be
provided by Lessor to Lessee hereunder,  and submit said premises to prospective
purchasers  or  tenants,  to post  notices of  nonresponsibility,  and to alter,
improve, or repair the premises and any portion of the building where reasonably
required by the  character  of the work to be  performed,  always  provided  the
entrance to the premises  shall not be blocked  thereby,  and further  providing
that the business of Lessee shall not be interfered  with  unreasonably.  Lessee
hereby  waives  any claim for  damages  for any  injury or  inconvenience  to or

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interference with Lessee's business, any loss of occupancy or quiet enjoyment of
the premises,  and any other loss occasioned thereby.  For each of the aforesaid
purposes,  Lessor  shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the premises,  excluding Lessee's vaults and
safes, and Lessor shall have the right to use any and all means which Lessor may
deem proper to open said doors in an emergency,  in order to obtain entry to the
premises, and any entry to the premises obtained by Lessor by any of said means,
or otherwise  shall not under any  circumstances  be construed or deemed to be a
forcible or unlawful  entry into,  or a detainer of, the premises or an eviction
of Lessee from the premises or any portion thereof.

20. DEFAULT.  The occurrence of any of the following shall constitute a material
default and breach of this Amended and Restated Lease by Lessee:

         (i) Any  failure  by  Lessee  to pay the  rental  or to make any  other
payments  required to be made by Lessee hereunder (where such failure  continues
for fifteen (15) days after written notice thereof by Lessor to Lessee).

         (ii) the abandonment or vacation of the premises by Lessee.

         (iii) A failure by Lessee to observe and perform any other provision of
this  Amended and Restated  Lease to be observed or  performed by Lessee,  where
such failure  continues  for thirty (30) days after  written  notice  thereof by
Lessor to Lessee; provided,  however, that if the nature of such default is such
that the same  cannot  reasonably  be cured  within such thirty (30) day period,
Lessee  shall not be deemed to be in default if Lessee  shall within such period
commence such cure and thereafter diligently prosecute the same to completion.

         In the event of any such  default by Lessee,  then in  addition  to any
other  remedies  available to Lessor at law or in equity,  Lessor shall have the
immediate  option to terminate this Amended and Restated Lease and all rights of
Lessee hereunder by giving written notice of such intention to terminate. In the
event that Lessor shall elect to so terminate  this Amended and Restated  Lease,
then Lessor may recover from Lessee:

         (i) The worth at the time of award of any  unpaid  rent  which had been
earned at the time of such termination; plus

         (ii) The worth at the time of award of the  amount by which the  unpaid
rent which  would have been  earned  after  termination  until the time of award
exceeds the amount of such rental loss Lessee proved could have been  reasonably
avoided; plus

         (iii) Any other  amount  necessary  to  compensate  Lessor  for all the
detriment proximately caused by Lessee's failure to perform his obligation under
this Amended and Restated Lease or which in the ordinary  course of things would
be likely to result therefrom, and (iv) At Lessor's election, such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law.

         The term "Rent" as used  herein,  shall be deemed to be and to mean the
rental,  rental  adjustment  payments and all other sums  required to be paid by
Lessee pursuant to the terms of this Amended and Restated Lease.

         As used in  subparagraphs  (i) and (ii) above, the worth at the time of
award is  computed by  allowing  interest  at the rate of ten percent  (10%) per
annum.  As used in  paragraph  (iii)  above,  the  worth at the time of award is
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank at the time of award plus one percent (1%).

         In the event of any such default by Lessee,  Lessor shall also have the
right, with or without  terminating this Amended and Restated Lease, to re-enter

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the  premises  and remove all  persons  and  property  from the  premises;  such
property  may be removed and stores in a public  warehouse  or  elsewhere at the
cost of and for the account of Lessee.

         In the event of the vacation or  abandonment of the premises by Lessee,
or in the event that Lessor  shall elect to re-enter as provided  above or shall
take possession of the premises  pursuant to legal proceeding or pursuant to any
notice  provided by law, then if Lessor does not elect to terminate this Amended
and Restated Lease as provided above, then Lessor may from time to time, without
terminating  this Amended and Restated  Lease,  either  recover all rental as it
becomes due or relet the premises or any part thereof for such term or terms and
conditions as Lessor in its sole discretion may deem advisable with the right to
make alterations and repairs to the premises.

         In the event that Lessor shall elect to so relet,  then rental received
by Lessor from such  reletting  shall be applied;  first,  to the payment of any
indebtedness other than rent due hereunder from Lessee to Lessor; second, to the
payment of any cost of such reletting;  third, to the payment of the cost of any
alterations and repairs to the premises;  fourth, to the payment of rent due and
unpaid hereunder,  and the residue,  if any, shall be held by Lessor and applied
in payment of future  rent as the same may  become  due and  payable  hereunder.
Should that  portion of such rentals  received  from such  reletting  during any
month which is applied by the payment of rent  hereunder,  be less than the rent
payable  during  that  month by Lessee  hereunder,  then  Lessee  shall pay such
deficiency to Lessor immediately upon demand therefor by Lessor. Such deficiency
shall be calculated and paid monthly.  Lessee shall also pay to Lessor,  as soon
as ascertained,  any costs and expenses  incurred by Lessor in such reletting in
or making such  alterations and repairs not covered by the rentals received from
such reletting.

         No re-entry or taking  possession of the premises by Lessor pursuant to
this  Paragraph 19 shall be  construed as an election to terminate  this Amended
and Restated  Lease unless a written notice of such intention be given to Lessee
or  unless  the  termination   thereof  be  decreed  by  a  court  of  competent
jurisdiction.  Notwithstanding  any  reletting  without  termination  by  Lessor
because of any  default by Lessee,  Lessor may at any time after such  reletting
elect to terminate this Amended and Restated Lease for any such default.

21.  RECONSTRUCTION.  In the event the  premises  or the  building  of which the
premises  are a part are  damaged by fire or other  perils  covered by  extended
coverage insurance, Lessor agrees to forthwith repair the same; and this Amended
and  Restated  Lease  shall  remain in full force and effect,  unless  otherwise
terminated in accordance with this Article, except that Lessee shall be entitled
to a  proportionate  reduction of rent while such  repairs are being made,  such
proportionate  reduction to be based upon the extent to which the making of such
repairs shall interfere with the business  carried on by Lessee in the premises.
Provided,  however,  if the damage or  destruction  renders the  premises or the
common areas of the building providing access to the premises  unusable,  Lessee
may terminate  this Amended and Restated  Lease  effective as of the date of the
damage and  destruction  by giving  notice  thereof in writing to Lessor  unless
Lessor  shall,  after  receipt of the  notice,  immediately  take all  necessary
emergency  action so that the  premises  can be  utilized  for  Lessee's  normal
business use with a minimum of disruption  and thereafter  Lessor,  within seven
(7) days of the date of  Lessee's  notice is  given,  commences  removal  of the
debris and the restoration of the premises.  If  notwithstanding  such damage or
destruction,  the  building in which the  premises is located  remains  open for
business with the public,  Lessor's restoration and repair shall be completed as
soon as reasonably  feasible and in no event later than one hundred twenty (120)
days after such damage and destruction.  If the premises and/or the building are
so  damaged  or  destroyed  that it will not be open to the  public or usable by
Lessee for a period in excess of one hundred  twenty  (120) days,  Lessee  shall
have the right to terminate  this Amended and  Restated  Lease by giving  Lessor
written notice thereof, said notice to be effective as of the date it is given.

         In the event the  destruction  of the premises or of the building is to
an extent greater than  twenty-five  percent (25%) of the then full  replacement
value,  then Lessor shall have the option either:  (1) to repair or restore such
damage,  this Amended and Restated  Lease  continuing  in full force and effect;
provided,  Lessee  has  not  terminated  this  Amended  and  Restated  Lease  in
accordance   with  the   provisions  of  this  Article,   but  the  rent  to  be


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<PAGE>

proportionately  reduced as provided above in the paragraph;  or (2) give notice
to Lessee at any time  within  thirty (30) days after such  damage,  terminating
this Amended and Restated  Lease as of the date of such notice.  In the event of
giving such  notice,  this  Amended  and  Restated  Lease  shall  expire and all
interest to the Amended and Restated  Lease in the premises  shall  terminate on
the date so specified in such notice and the rent,  reduced by any proportionate
reduction,  based upon the extent,  if any, to which such damage interfered with
the business  carried on by Lessee in the premises,  shall be paid up to date of
such termination.

         Notwithstanding  anything to the contrary  contained in this Paragraph,
Lessor  shall not have any  obligation  whatsoever  to  repair,  reconstruct  or
restore the premises when the damage  resulting from any casualty  covered under
this  Paragraph  occurs  during he last  twelve  (12) months of the term of this
Amended and Restated Lease or any extension thereof.

         Lessor  shall not be required to repair any injury or damage by fire or
other cause,  or to make any repairs or replacement  of any panels,  decoration,
office  fixtures,  railing,  ceiling,  floor covering  partitions,  or any other
property installed in the premises by Lessee.

22.  EMINENT  DOMAIN.  If all or any  part of the  premises  shall  be  taken or
appropriated by any public or quasi-public  authority under the power of eminent
domain,  either party hereto shall have the right,  at its option,  to terminate
this  Amended and  Restated  Lease,  and Lessor shall be entitled to any and all
income,  rent,  award, or any interest  therein  whatsoever which may be paid or
made in connection with such public or quasi-public  use or purpose,  and Lessee
shall have no claim against  Lessor for the value of any unexpired  term of this
Amended  and  Restated  Lease.  If a part of the  premises  shall be so taken or
appropriated  and neither party hereto shall elect to terminate this Amended and
Restated  Lease,  the rental  thereafter to be paid shall be equitably  reduced.
Before Lessee may terminate  this Amended and Restated Lease by reason of taking
or  appropriation as above provided,  such taking or  appropriation  shall be of
such an  extent  and  nature  as to  substantially  handicap,  impede  or impair
Lessee's use of the  premises for a period in excess of sixty (60) days.  If any
part of the building other than the premises shall be so taken or  appropriated,
Lessor  shall have the right,  at its  option,  to  terminate  this  Amended and
Restated Lease and shall be entitled to the entire award, as above provided.

23. PLATS AND RIDERS.  Clauses, plats, addenda,  exhibits,  riders and rules and
regulations, if any, signed or initialed by Lessor and Lessee and endorsed on or
affixed to this Amended and Restated Lease are a part hereof.

24.  SALE BY  LESSOR.  In the  event of a sale or  conveyance  by  Lessor of the
building containing the premises,  the same shall operate to release Lessor from
any  future  liability  upon any of the  covenants  or  conditions,  express  or
implied, herein contained in favor of Lessee, and in such event Lessee agrees to
look solely to the  responsibility of the successor in interest of Lessor in and
to this Amended and Restated Lease. This Amended and Restated Lease shall not be
affected  by any such sale,  and  Lessee  agrees to attorn to the  purchaser  or
assignee.

25. ATTORNEY'S FEES. In the event of any action or proceeding  brought by either
party  against the other under this  Amended and Restated  Lease the  prevailing
party shall be entitled to recover for the fees of its  attorneys in such action
or proceeding  in such amount as the Court may adjudge  reasonable as attorney's
fees.

26. SURRENDER OF PREMISES.  The voluntary or other surrender of this Amended and
Restated Lease by Lessee,  or a mutual  cancellation  thereof,  shall not work a
merger,  and shall at the option of the Lessor,  terminate  all or any  existing
sublease  or  subtenancies,  or may,  at the  option of  Lessor,  operate  as an
assignment to it of any or all such subleases or subtenancies.

27.  WAIVER.  The waiver by Lessor of any term,  covenant  or  condition  herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any  subsequent  breach of the same or any other term,  covenant or condition
herein  contained.  The subsequent  acceptance of rent hereunder by Lessor shall

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<PAGE>


not be  deemed  to be a waiver  of any  preceding  breach by Lessee of any term,
covenant or condition of this Amended and Restated Lease, other than the failure
of Lessee to pay the  particular  rental so  accepted,  regardless  of  Lessor's
knowledge of such preceding breach at the time of acceptance of such rent.

28.  NOTICES.  All notices and demands  which may or are required to be given by
either party to the other hereunder shall be in writing. All notices and demands
by the  Lessor  to the  Lessee  shall  be sent by  United  States  certified  or
registered mail, postage prepaid, addressed to the Lessee as follows, or to such
other  place as the  Lessee may from time to time  designate  in a notice to the
Lessor.  All notices  and  demands by the Lessee to the Lessor  shall be send by
United States  certified or registered mail,  postage prepaid,  addressed to the
Lessor as follows,  or to such other person or place as the Lessor may from time
to time designate in a notice to the Lessee.

Lessor's Address:                          Lessee's Address:

Robb Reinhold                              SOS Staffing Services, Inc.
8627 South Harvard Park Drive              1415 South Main Street
Sandy, UT 84094                            Salt Lake City, UT 84115
                                           Attn:  Legal Department

         Whenever  this Amended and  Restated  Lease  required  Lessee to obtain
consent from Lessor prior to acting,  such consent  shall be obtained  from Robb
Reinhold 801-898-3953 or Reed Reinhold 801-859-8655.

29. DEFINED TERMS AND MARGIN  HEADINGS.  The words "Lessor" and "Lessee" as used
herein shall include the plural as well as the singular. Words used in masculine
gender  include the  feminine  and neuter.  If there be more than one Lessee the
obligations hereunder imposed upon Lessee shall be joint and several. The margin
heading and titles to the paragraphs of the Amended and Restated Lease are not a
part of this  Amended  and  Restated  Lease  and shall  have no effect  upon the
construction or interpretation of any part hereof.

30. TIME. Time is of the essence of this Amended and Restated Lease and each and
all of its provisions.

31. SUCCESSORS AND ASSIGNS. The covenants and conditions herein contained shall,
subject  to the  provisions  as to  assignment,  apply to and  bind  the  heirs,
successors, executors, administrators, and assigns of the parties hereto.

32.  FORCE  MAJEURE.  Except for purpose of rental,  Lessor and Lessee  shall be
excused  from the  period of any  delay in the  performance  of any  obligations
hereunder  when prevented from so doing by cause or causes beyond the respective
control of each including labor disputes,  civil  commotion,  war,  governmental
regulations or controls,  fire or other casualty,  weather,  inability to obtain
any material or services, or acts of God.

33.  SUBORDINATION,  ATTORNMENT.  This Amended and Restated  Lease,  at Lessor's
option,  shall be  subordinate  to the lien of any first  deed of trust or first
mortgage  subsequently  placed  upon the real  property  of  which  the  demised
premises are a part,  and to any and all advances made on the security  thereof,
and thereof; provided, however, that as to the lien of any such deed of trust or
mortgage  Lessee's  right to  quiet  possession  of the  premises  shall  not be
disturbed  if Lessee is not in default and so long as Lessee  shall pay rent and
observe to perform all of the  provisions  of this Amended and  Restated  Lease,
unless this Amended and Restated Lease is otherwise  terminated  pursuant to its
terms.  If any  mortgagee,  trustee or ground  lessor  shall  elect to have this
Amended and Restated Lease prior to the lien of its mortgage,  deed of trust, or
ground lease, and shall have written notice of Lessee, this Amended and Restated
Lease shall be deemed prior to such  mortgage,  deed of trust,  or ground lease,
whether this Amended and Restated Lease is dated prior or subsequent to the date
of said  mortgage,  deed of trust  or  ground  lease  or the  date of  recording
thereof.

                                       8
<PAGE>

         In the event any  proceedings  are brought for  foreclosure,  or in the
event of the  exercise of the power of sale under any  mortgage or deed of trust
made by the Lessor  covering  the demised  premises,  Lessee shall attorn to the
purchaser upon any such  foreclosure or sale and recognize such purchaser as the
Lessor under this Amended and Restated Lease.

33.  WAIVER OF  SUBROGATION.  So long as their  respective  insurers  so permit,
Lessee  and Lessor  hereby  mutually  waive the  respective  rights of  recovery
against each other for any loss insured by liability,  fire,  extended  coverage
and other property insurance policies existing for the benefit of the respective
party.  Each party shall obtain any special  endorsements,  if required by their
insurer to evidence compliance with the aforementioned waiver.

34.  COMPLIANCE  WITH THE LAW.  Lessee  agrees to comply  and  conform  with all
municipal,  state and federal  laws and statutes  that are in effect  concerning
hazardous waste,  toxic substances,  and chemical  substances.  Lessee agrees to
indemnify  Lessor and hold Lessor free and harmless  from any liability and cost
caused by Lessee's  maintenance of hazardous waste and other toxic substances on
our about the premises. Lessee shall have the obligation to store and dispose of
such waste at Lessee's expense.

35.  CONFIRMATION LEASE COMPLIANCE.  Lessor agrees that Lessee has complied with
all terms and conditions of the Lease first  referenced above and that except as
set forth in this Amended and Restated Lease, there are no obligations remaining
under the Lease.  Lessee  agrees  that  Lessor has  complied  with all terms and
conditions  of the  Lease  and that  except  as set  forth in this  Amended  and
Restated Lease, there are no obligations remaining under the Lease.

IN WITNESS  WHEREOF  Lessor and Lessee have  executed  this Amended and Restated
Lease the day acknowledged below.

Lessor:                                              Lessee:
Robb Reinhold, Reed Reinhold,                        SOS Staffing Services, Inc.
and Rena Qualls, d/b/a SOS Properties


By:                                                      By:
   ---------------------------------------------             -------------------
         Robb Reinhold

Its:     Managing Member                                 Its:
    --------------------------------------------             -------------------

Date:                                                    Date:
     -------------------------------------------             -------------------

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