Exhibit 10.12

# AWARD AGREEMENT Under TheBarrett Business
Services, Inc.2003 Stock Incentive
Plan

# NONQUALIFIED STOCK
OPTION

|             |  |                                                                                            | 
|------------ |  | ------------------------------------------------------------------------------------------ | 
|Corporation: |  | BARRETT BUSINESS SERVICES, INC.4724 S.W. Macadam AvenuePortland, Oregon 97239              | 
|Participant: |  | __________________________________________________________________________________________ | 
|Date:        |  | July 1, 2005                                                                               | 

Corporation
maintains the Barrett Business Services, Inc., 2003 Stock Incentive Plan (the "Plan").

This
Award Agreement evidences the grant of a Nonqualified Stock Option (the
Option) to Participant.

The
parties agree as follows:

# 1.     Defined Terms

When
used in this Agreement, the following terms have the meaning specified below:

| | (a) | Employer means
Corporation or a Subsidiary of           Corporation.
| | --- | ----------------------------------------------------------------------

| | (b) | Grant
Date means the date the Option is           granted, which is
reflected as the date of this Agreement.
| | --- | --------------------------------------------------------------------------------------------------------------

| | (c) | Capitalized
terms not otherwise defined in this Agreement have the meanings           given them in
the Plan.
| | --- | -------------------------------------------------------------------------------------------------------------

2.
          Grant of Option

Subject
to the terms and conditions of this Agreement and the Plan, Corporation grants to
Participant the Option to purchase _________ shares of Corporations common stock at
$15.20 per share.

# 3.     Terms of Option

The
Option is subject to all the provisions of the Plan and to the following terms and
conditions:

3.1     Term. The term of the
Option is ten years from the Grant Date and will automatically terminate on July 1,
2015, to the extent not exercised, unless terminated earlier in accordance with this
Agreement.

3.2     Time of Exercise. Unless
the Option is otherwise terminated, the Option may be exercised at any time following the
Grant Date.

3.3     Employment Requirement.
For purposes of this Agreement, employment includes periods of illness or
other leaves of absence authorized by the Employer. If Participant ceases to be an active
employee prior to the end of the Option term, the right to exercise the Option will expire
at the end of the applicable period:

| | After Termination
On Account of | Period  
| | ------------------------------- | --------
| | Death                           | 1 year  
| | Retirement                      | 3 months
| | Disability                      | 1 year  
| | Any other reason                | 3 months

3.4     Method of Exercise. The
Option, or any portion thereof, may be exercised by delivery of written notice to
Corporation stating the number of Shares, form of payment, and proposed date of closing.

3.5     Other Documents.
Participant will be required to furnish to Corporation before closing such other documents
or representations as Corporation may require to assure compliance with applicable laws
and regulations.

3.6     Payment. The exercise
price for the Shares purchased upon exercise of the Option must be paid in full at or
before closing by one or a combination of the following:

| | (a) | Payment
in cash;
| | --- | ----------------

| | (b) | Delivery
of previously acquired Shares having a Fair Market Value equal to the           exercise
price; or
| | --- | -----------------------------------------------------------------------------------------------------------

| | (c) | Delivery
(in a form approved by Corporation) of an irrevocable direction to a           securities
broker acceptable to Corporation to sell Shares subject to the Option           and to
deliver all or a part of the sales proceeds to Corporation in payment of           all or
a part of the option price and withholding taxes due.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.7     Previously Acquired
Shares. Delivery of previously acquired Shares in full or partial payment for the
exercise of the Option will be subject to the following conditions:

| | (a) | The
Shares tendered must be in good delivery form;
| | --- | --------------------------------------------------

| | (b) | The
Fair Market Value of the Shares tendered, together with the amount of cash,           if
any, tendered must equal or exceed the exercise price of the Option;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Any
Shares remaining after satisfying the payment for the Option will be           reissued
in the same manner as the Shares tendered; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | No
fractional Shares will be issued and cash will not be paid to Participant for
          any fractional Share value not used to satisfy the Option exercise price.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 4.Tax
Withholding and Reimbursement

Corporation
is authorized to withhold from Participants other compensation any withholding and
payroll taxes imposed on Corporation in connection with or with respect to the exercise or
other settlement of the Option (the Payroll Taxes). In the event Participant
is no longer an employee of an Employer at the time of exercise or there is insufficient
other income from which to withhold the Payroll Taxes, Participant agrees to pay to
Corporation an amount sufficient to provide for payment of all Payroll Taxes.

# 5.     Conditions Precedent

Corporation
will use its best efforts to obtain approval of the Plan and this Option by any state or
federal agency or authority that Corporation determines has jurisdiction. If Corporation
determines that any required approval cannot be obtained, this Option will terminate on
notice to Participant to that effect. Without limiting the foregoing, Corporation will not
be required to issue any Shares upon exercise of the Option, or any portion thereof, until
Corporation has taken any action required to comply with all applicable federal and state
securities laws.

# 6.     Termination for
Cause; Competition

6.1     Annulment of Awards. The
grant of the Option governed by this Agreement is revocable until Participant becomes
entitled to a certificate for Shares in settlement thereof. In the event the employment of
Participant is terminated for cause (as defined below), any portion of the Option which is
revocable will be annulled as of the date of such termination for cause. For the purpose
of this Section 6.1, the term for cause will have the meaning set forth
in Participants employment agreement, if any, or otherwise means any discharge (or
removal) for material or flagrant violation of the policies and procedures of the Employer
or for other performance or conduct which is materially detrimental to the best interests
of Corporation, as determined by the Committee.

6.2     Engaging in Competition With
Corporation. If Participant terminates employment with an Employer for any reason
whatsoever, and within 18 months after the date thereof accepts employment with any
competitor of (or otherwise engages in competition with) Corporation, the Committee, in
its sole discretion, may require Participant to return to Corporation the economic value
of this Option that is realized or obtained (measured at the date of exercise) by
Participant at any time during the period beginning on the date that is six months prior
to the date of Participants termination of employment with an Employer.

# 7.     Successorship

Subject
to restrictions on transferability set forth in the Plan, this Agreement will be binding
upon and benefit the parties, their successors and assigns.

# 8.     Notices

Any
notices under this Option must be in writing and will be effective when actually delivered
personally or, if mailed, when deposited as registered or certified mail directed to the
address of Corporations records or to such other address as a party may certify by
notice to the other party.

# 9.     Arbitration

Any
dispute or claim that arises out of or that relates to this Agreement or to the
interpretation, breach, or enforcement of this Agreement, must be resolved by mandatory
arbitration in accordance with the then effective arbitration rules of Arbitration Service
of Portland, Inc., and any judgment upon the award rendered pursuant to such arbitration
may be entered in any court having jurisdiction thereof.

# 10.     Attorney Fees

In
the event of any suit or action or arbitration proceeding to enforce or interpret any
provision of this Agreement (or which is based on this Agreement), the prevailing party
will be entitled to recover, in addition to other costs, reasonable attorney fees in
connection with such suit, action, arbitration, and in any appeal. The determination of
who is the prevailing party and the amount of reasonable attorney fees to be paid to the
prevailing party will be decided by the arbitrator or arbitrators (with respect to
attorney fees incurred prior to and during the arbitration proceedings) and by the court
or courts, including any appellate courts, in which the matter is tried, heard, or
decided, including the court which hears any exceptions made to an arbitration award
submitted to it for confirmation as a judgment (with respect to attorney fees incurred in
such confirmation proceedings).

| | BARRETT BUSINESS SERVICES, INC.              
| | ---------------------------------------------
| | By _______________________________           
| | Its _______________________________          
| |                                              
| | __________________________________Participant