AMENDED AND RESTATED INTERCREDITOR AGREEMENT


                                      AMONG



                      STATE STREET BANK AND TRUST COMPANY,
                              AS COLLATERAL AGENT,



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
  AS ADMINISTRATIVE AGENT UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, AND



                         THE NOTEHOLDERS A PARTY HERETO







                           DATED AS OF APRIL 15, 2002


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                  AMENDED AND RESTATED INTERCREDITOR AGREEMENT


          This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended,
restated, supplemented or otherwise modified from time to time, this
"AGREEMENT"), dated as of April 15, 2002, is among STATE STREET BANK AND TRUST
COMPANY as Collateral Agent (defined below), WELLS FARGO BANK, NATIONAL
ASSOCIATION ("WELLS FARGO"), as administrative agent under the Bank Credit
Agreement (defined below) (in such capacity, together with its successors and
assigns in such capacity, the "BANK AGENT"), for and on behalf of the financial
institutions which from time to time become a party to the Bank Credit Agreement
as lenders thereunder (including Wells Fargo as a lender under the Bank Credit
Agreement, together with the successors and assigns of all such parties, the
"Banks") and EACH OF THE PERSONS ON ANNEX 1 ATTACHED HERETO (collectively,
together with their successors and assigns, and future holders from time to time
of the Senior Notes (defined below), the "NOTEHOLDERS"), and is acknowledged and
agreed by SOS STAFFING SERVICES, INC., a Utah corporation (the "COMPANY"), and
EACH OF THE GUARANTORS on the date hereof (defined below).


                                 R E C I T A L S

          WHEREAS, capitalized terms used herein have the meaning ascribed to
them in Section 1 hereof;

          WHEREAS, the Company, the Bank Agent and the Banks have entered into
the Amended and Restated Credit Agreement, dated as of July 27, 1998 (as
previously amended, including, without limitation, on the date hereof, but as in
effect on the date hereof, the "BANK CREDIT AGREEMENT");

          WHEREAS, pursuant to those separate Note Purchase Agreements, each
dated as of September 1, 1998 (as previously amended, including, without
limitation, on the date hereof, but as in effect on the date hereof, the "NOTE
PURCHASE AGREEMENTS"), the Company issued to the "Purchasers" (as defined
therein) $5,000,000 of its Senior Notes, Series A, due September 1, 2003 (as
amended, restated or otherwise modified from time to time, including, without
limitation, on the date hereof, the "SERIES A NOTES") and $30,000,000 of its
Senior Notes, Series B, due September 1, 2008 (as amended, restated or otherwise
modified from time to time, including, without limitation, on the date hereof,
the "SERIES B NOTES," and together with the Series A Notes, the "SENIOR NOTES");

          WHEREAS, all obligations of the Company under the Bank Credit
Agreement, the Senior Notes and the Note Purchase Agreements have been
guaranteed by certain Subsidiaries and may be guaranteed from time to time by
certain other Subsidiaries as provided in the Financing Agreements (such
guarantors from time to time referred to as the "GUARANTORS" and such guaranties
from time to time referred to as the "GUARANTIES");

          WHEREAS, the Bank Credit Obligations and the Senior Note Obligations
shall be secured PARI PASSU by all of the assets of the Company and the
Guarantors pursuant to the Security Documents;

          WHEREAS, pursuant to that certain Intercreditor Agreement, dated as of
July 30, 2001 (the "EXISTING INTERCREDITOR AGREEMENT"), the Benefited Parties
appointed State Street Bank and Trust Company to act as the collateral agent (in
such capacity, together with its successors and assigns in such capacity, the
"COLLATERAL AGENT") on behalf of all Benefited Parties regarding the Collateral
and, among other things, further defined the rights, duties, authority and
responsibilities of the Collateral Agent and the relationship among the
Benefited Parties regarding their PARI PASSU interests in the Collateral and the
Guaranties, all as more fully provided therein; and

          WHEREAS, the Bank Agent, the Banks and the Noteholders, being all of
the Benefited Parties under the Existing Intercreditor Agreement, have agreed to
amend and restate the Existing Intercreditor Agreement in its entirety as
provided herein;

          WHEREAS, the Bank Agent, the Banks and the Noteholders have agreed
that payments received by them under certain circumstances in respect of the
Bank Credit Obligations and the Senior Note Obligations, whether from proceeds
or realization on the Collateral or otherwise, including certain payments from
the Company, payments under the Guaranties, or certain other payments, are to be
shared in accordance with the provisions hereof;

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

1. DEFINED TERMS.

          As used in this Agreement, and unless the context requires a different
meaning, the following terms have the respective meanings indicated below, all
such definitions to be equally applicable to the singular and plural forms of
the terms defined:

          ABOVE-FORMULA BENEFITED PARTY - has the meaning ascribed to such term
          in Section 5(b).

          ACTUAL PRINCIPAL PERCENTAGE - means, for each Benefited Party on any
          date after the Restructuring Date, a percentage equal to a fraction,
          the numerator of which is equal to the principal amount of the
          Benefited Obligations owing to such Benefited Party on such date and
          the denominator of which is equal to the principal amount of the
          Benefited Obligations owing to all Benefited Parties on such date,
          including in determining the principal amount of the Benefited
          Obligations constituting Bank Credit Obligations the amount available
          for drawing under all outstanding Letters of Credit and unrepaid
          drawings under Letters of Credit and excluding (i) from the
          determination of the amount of the Benefited Obligations constituting
          Bank Credit Obligations the amount equal to all Breakage Costs then
          outstanding and (ii) from the determination of the amount of the
          Benefited Obligations constituting Senior Note Obligations the
          aggregate Make-Whole Amount then owed.

          ADDITIONAL COMMITMENT REDUCTIONS - means the reductions in the
          Aggregate Commitment (as defined in the Bank Credit Agreement) or the
          commitment of the Banks to make Loans thereunder which are due to take
          effect, subject to Section 4(a)(ii), on the Restructuring Date,
          September 15, 2002 and December 15, 2002 in the amounts of $313,000,
          $469,500 and $558,928.57, respectively.

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

          AFFECTED BENEFITED PARTY - has the meaning ascribed to such term in
          Section 7.

          AFFILIATE - means, as to any Person, any other Person which, directly
          or indirectly, is in control of, is controlled by, or is under common
          control with, such Person. A Person shall be deemed to control another
          Person if the controlling Person possesses, directly or indirectly,
          the power to direct or cause the direction of the management and
          policies of such other Person, whether through the ownership of voting
          securities or membership interests, by contract or otherwise.

          AGREEMENT - has the meaning ascribed to such term in the introductory
          paragraph.

          AGGREGATE COMMITMENT - has the meaning ascribed to such term in the
          Bank Credit Agreement.

          ASSET DISPOSITION - means any Transfer except:

                    (a) any Transfer of cash, or inventory or other assets sold
               in the ordinary course of the Company's or a Subsidiary's
               business;

                    (b) any Transfer from a Subsidiary to the Company or a
               Guarantor, or any Transfer among any one or more of the
               Guarantors; or

                    (c) any Transfer arising in connection with the Company or
               any Subsidiary entering into any sub-lease (where the Company or
               a Subsidiary is the sub-lessor) of real property, which sub-lease
               is entered into in the ordinary course of the Company or such
               Subsidiary's business.

          BANK AGENT - has the meaning ascribed to such term in the introductory
          paragraph.

          BANK CREDIT AGREEMENT - has the meaning ascribed to such term in the
          Recitals.

          BANK CREDIT DOCUMENTS - means the "Loan Documents" as defined in the
          Bank Credit Agreement.

          BANK CREDIT OBLIGATIONS - means, at any time, all principal, interest,
          fees and other obligations of every nature (including, without
          limitation) Breakage Costs and unrepaid Letter of Credit drawings of
          the Company or any Guarantor owing to the Banks at such time under the
          Bank Credit Documents plus (b) the amount available for drawing under
          all outstanding Letters of Credit.

          BANKRUPTCY PROCEEDING - means any bankruptcy, reorganization,
          insolvency, receivership, dissolution or similar proceeding and any
          assignment for the benefit of creditors.

          BANKS - has the meaning ascribed to such term in the introductory
          paragraph.

          BELOW-FORMULA BENEFITED PARTY - has the meaning ascribed to such term
          in Section 5(a).

          BENEFITED OBLIGATIONS - means (a) all Bank Credit Obligations and (b)
          all Senior Note Obligations.

          BENEFITED PARTIES - means the holders, from time to time, of the
          Benefited Obligations.

          BREAKAGE COSTS - means all obligations of the Company under the Bank
          Credit Agreement to pay any unused line fees, letter of credit fees,
          stamping fees and fees for breaking funding losses or expenses.

          BUSINESS DAY - means any day other than a Saturday, a Sunday or a day
          on which commercial banks in Boston, Massachusetts, New York, New
          York, Chicago, Illinois, or Salt Lake City, Utah are required or
          authorized to be closed.

          COLLATERAL - means all property of the Grantors in which a Lien has
          been granted to the Collateral Agent pursuant to the Security
          Documents.

          COLLATERAL AGENT - has the meaning ascribed to such term in the
          Recitals.

          COLLATERAL AGENT-RELATED PERSONS - means State Street Bank and Trust
          Company, in its capacity as Collateral Agent, and any successor
          collateral agent selected under Section 7(g), together with their
          respective Affiliates, and the officers, directors, employees, agents
          and attorneys-in-fact of such Persons and Affiliates.

          COMPANY - has the meaning ascribed to such term in the introductory
          paragraph.

          DISTRIBUTION ACCOUNT - has the meaning ascribed to such term in
          Section 4(e).

          ENFORCEMENT - means the commencement of any enforcement, collection
          (including judicial or non-judicial foreclosure) or similar proceeding
          with respect to any Collateral.

          EVENT OF DEFAULT - means an "Event of Default" or the equivalent
          thereof as defined in any Financing Agreement.

          EXISTING INTERCREDITOR AGREEMENT - has the meaning ascribed to such
          term in the Recitals.

          FEDERAL NET LOSS CARRY BACK REFUND - has the meaning ascribed to such
          term in Bank Credit Agreement and the Note Purchase Agreements.

          FINANCING AGREEMENTS - means this Agreement, the Bank Credit
          Documents, the Senior Note Documents, any Guaranty, any Security
          Document and any other instrument, document or agreement entered into
          in connection with, and for the benefit of a holder of, any Benefited
          Obligation.

          GRANTOR - means the Company, each Subsidiary, each Guarantor and any
          other Person who grants a Lien in any property to the Collateral Agent
          under any Security Document or who guarantees any Benefited
          Obligations.

          GUARANTIES - has the meaning ascribed to such term in the Recitals.

          GUARANTORS - has the meaning ascribed to such term in the Recitals.

          INDEMNIFIED PERSON - has the meaning ascribed to such term in Section
          7(k).

          LETTER OF CREDIT - means a letter of credit issued under or pursuant
          to the Bank Credit Agreement.

          LIEN - means, with respect to any Person, any interest granted by such
          Person in any real or personal property which secures payment or
          performance of any obligation and shall include any mortgage, lien,
          encumbrance, charge, hypothecation or other security interest of any
          kind, whether arising by contract, as a matter of law, by judicial
          process or otherwise.

          LOAN CREDIT SUBLIMIT - has the meaning ascribed to such term in the
          Bank Credit Agreement.

          LOSSES - has the meaning ascribed to such term in Section 7(k).

          MAJORITY BENEFITED PARTIES - means, at any time, Benefited Parties
          consisting of both (a) the holders of a majority in principal amount
          of the Senior Note Obligations and (b) the holders of a majority in
          principal amount of the Bank Credit Obligations or, if there are only
          two such holders (including as a single "holder" for such purpose all
          Affiliates of such holder), all such holders.

          MAKE-WHOLE AMOUNT - means the "Make-Whole Amount" (as defined in each
          of the Note Purchase Agreements.

          MWA NOTES - has the meaning ascribed to such term in the Note Purchase
          Agreements.

          NET CASH PROCEEDS - has the meaning ascribed to such term in the Note
          Purchase Agreements.

          NOTE PURCHASE AGREEMENTS - has the meaning ascribed to such term in
          the Recitals.

          NOTEHOLDERS - has the meaning ascribed to such term in the
          introductory paragraph hereof.

          PERMITTED INTEREST PAYMENTS - means, at any time with respect to any
          Benefited Obligation, regularly scheduled payments of interest made by
          the Company with respect to such Benefited Obligation so long as no
          Event of Default exists at such time.

          PERSON - means any individual, corporation, limited liability company,
          partnership, trust, unincorporated association, joint venture or
          governmental authority.

          REPAYMENT EVENT - has the meaning ascribed to such term in Section 8.

          RESTRUCTURING DATE - means April 15, 2002.

          SECURITY DOCUMENTS - means each of this Agreement, any security
          agreement, any stock pledge agreement, any trademark collateral
          security and pledge agreement, any deposit account control agreement,
          any mortgage or deed of trust, any guaranty and any other document,
          instrument, certificate or agreement entered into with or delivered to
          any one or more of the Collateral Agent, the Banks or the Noteholders
          securing any part of the Benefited Obligations.

          SENIOR NOTE DOCUMENTS - means each of the Note Purchase Agreements,
          the Senior Notes, the Guaranties, and any other document, instrument,
          certificate or agreement entered into with or delivered to the
          Noteholders in connection therewith.

          SENIOR NOTE OBLIGATIONS - means, at any time, all principal, interest,
          fees and other obligations of every nature of the Company or any other
          Guarantor owing from time to time to any Noteholder at such time under
          any Note Agreement, any Senior Note, and MWA Note or any other Senior
          Note Document, including, without limitation, the Make-Whole Amount.

          SENIOR NOTES - has the meaning ascribed to such term in the Recitals.

          SERIES A NOTES - has the meaning ascribed to such term in the
          Recitals.

          SERIES B NOTES - has the meaning ascribed to such term in the
          Recitals.

          SHARING PERCENTAGE - means, with respect to any payment or reduction
          of commitment hereof, (a) in the case of the Banks, an aggregate
          percentage equal to 31.3% (such 31.3% to be allocated among the Banks
          as provided in the Bank Credit Agreement), and (b) in the case of the
          Noteholders, an aggregate percentage equal to 68.7% (such 68.7% to be
          allocated among the Noteholders in accordance with the Note Purchase
          Agreements).

          SPECIFIED TRANSACTION - means (a) any Asset Disposition the total
          consideration of which, when taken together with the total
          consideration received in respect of each other Asset Disposition
          consummated during the period of 365 consecutive days ended on the
          date of such Asset Disposition, is greater than $100,000 at such time,
          (b) the distribution of amounts held by the Collateral Agent for
          distribution to the Benefited Parties as of the Restructuring Date
          pursuant to Section 4(i), (c) the consummation of the sale of any debt
          or equity securities of the Company or any of its Subsidiaries (other
          than by a Subsidiary to another Subsidiary), (d) any amounts
          attributable to federal or state tax refunds or repayments, except
          that the Company shall be permitted to retain an amount attributable
          to the Federal Net Loss Carry Back Refund in an amount which is equal
          to the lesser of (x) 50% of such Federal Net Loss Carry Back Refund or
          (y) $2,000,000, (e) the sale or collection of receivables retained by
          any Grantor in connection with the sale of any Subsidiary or business
          of such Grantor and (f) the receipt by the Company or any Subsidiary
          of any net proceeds arising from any source other than the sale of
          inventory in the ordinary course of business and the transactions
          identified in the foregoing clauses (a) through (d) above, such
          sources to include, without limitation, the exercise or compromise of
          any rights of the Company in respect of any insurance policy or the
          receipt of any condemnation proceeds (except to the extent that the
          applicable Collateral Document shall permit application of such net
          proceeds to the repair of the affected property) and any litigation or
          litigation proceeds (including, without limitation, any administrative
          proceeding and any arbitration).

          SUBSIDIARY - of any Person means any other Person of which more than
          50% of the voting stock, membership interests or other equity
          interests is owned or controlled directly or indirectly by such
          Person, or by one or more of the Subsidiaries of such Person or by a
          combination thereof. Unless the context otherwise clearly requires,
          references herein to a "Subsidiary" refer to a Subsidiary of the
          Company.

          TRANSFER - means, with respect to any Person, any transaction in which
          such Person sells, conveys, transfers, issues or leases (as lessor)
          any of its property.

          TRUE-UP AMOUNT - has the meaning ascribed to such term in Section
          5(a).

          TRUE-UP EVENT - means the first to occur of (a) the sale of all or
          substantially all of the assets of the Company or the merger or
          consolidation of the Company into or with another entity; (b) any
          judicial or non-judicial action by any creditors, including the
          Collateral Agent, to repossess, replevy, collect, levy, attach, or
          garnish, or to foreclose, execute, or otherwise enforce or realize
          upon any Lien with respect to, any Collateral; provided that any such
          action the amount of the claim of which is less than $50,000 shall not
          be a True-Up Event unless the aggregate of such claims exceeds
          $250,000, (c) the commencement of a Bankruptcy Proceeding, (d) the
          maturity (whether by acceleration or otherwise) of the Bank Credit
          Obligations or the Senior Note Obligations, or the termination of the
          commitment under the Bank Credit Agreement, or (e) any amendment after
          the Restructuring Date of the Bank Credit Agreement or the Note
          Purchase Agreement without the consent of the Majority Benefited
          Parties.

          UNALLOCATED RECEIPTS ACCOUNT - has the meaning ascribed to such term
          in Section 6(c).

          WELLS FARGO - has the meaning ascribed to such term in the
          introductory paragraph.

2. APPOINTMENT OF COLLATERAL AGENT.

          Each of the Bank Agent, for itself and on behalf of the Banks, and
each of the Noteholders hereby (a) designates and appoints State Street Bank and
Trust Company to serve as the Collateral Agent under this Agreement and the
Security Documents and (b) authorizes the Collateral Agent to act as agent for
the Benefited Parties for purposes of enforcing its or the Benefited Parties'
rights in respect of the Collateral and the obligations of the Grantors under
the Security Documents and for purposes of receiving and distributing certain
payments in respect of the Benefited Obligations together with such other powers
as are reasonably incidental thereto.

3. DECISIONS RELATING TO ADMINISTRATION AND EXERCISE OF REMEDIES VESTED IN THE
   MAJORITY BENEFITED PARTIES.

          (a) DUTIES OF COLLATERAL AGENT. Except as set forth in Section 3(f),
     the Collateral Agent agrees that it will not release Liens or Collateral,
     as shown in the current books and records of the Collateral Agent, commence
     Enforcement or take any other action as Collateral Agent to perfect,
     re-perfect or otherwise maintain in existence any Lien on any item of
     Collateral under any Security Document without the direction of the
     Majority Benefited Parties. Each Benefited Party shall notify the
     Collateral Agent of any transfer of such Benefited Party's Benefited
     Obligations and of the identity of the transferee thereof. The Collateral
     Agent shall treat a Person as a Benefited Party upon receipt by the
     Collateral Agent of written notice of such Person's status as such. The
     Collateral Agent agrees to administer the Security Documents and the
     Collateral as directed in writing by the Majority Benefited Parties, to
     endeavor to collect and disburse funds as provided herein, and to make such
     demands and give such notices under the Security Documents as the Majority
     Benefited Parties may from time to time request in writing, and to take
     such action to enforce the Security Documents and to endeavor to realize
     upon, collect and dispose of the Collateral or any portion thereof as may
     be directed in writing by the Majority Benefited Parties, provided, in each
     instance, such action does not conflict with the terms of this Agreement or
     the Security Documents.

          (b) AGREEMENTS OF BENEFITED PARTIES. Each Benefited Party agrees that
     the Collateral Agent shall act as the Majority Benefited Parties may
     request from time to time in writing (regardless of whether any individual
     Benefited Party agrees, disagrees or abstains with respect to such
     request), that the Collateral Agent shall have no liability for acting in
     accordance with such request (PROVIDED such action does not conflict with
     the express terms of this Agreement or the Security Documents) and that no
     Benefited Party which is a member of the Majority Benefited Parties making
     any such request shall have any liability to any other Benefited Party for
     such request. The Collateral Agent shall give prompt notice to the Bank
     Agent, each Bank and each Noteholder of any action taken pursuant to the
     instructions of the Majority Benefited Parties to enforce any Security
     Document; PROVIDED that the failure to give any such notice shall not
     create any liability or cause of action against the Collateral Agent or
     impair the right of the Collateral Agent to take any such action or the
     validity of any action so taken.

          (c) DIRECTIONS TO COLLATERAL AGENT. The Collateral Agent may at any
     time request directions from the Majority Benefited Parties as to any
     course of action or other matter relating hereto or relating to any
     Security Document. Except as otherwise provided in this Agreement, written
     directions given by the Majority Benefited Parties to the Collateral Agent
     hereunder shall be binding on all Benefited Parties for all purposes
     hereunder.

          (d) ACTION UNDER FINANCING AGREEMENTS. Nothing contained in this
     Agreement shall affect the right (if any) of any Benefited Party to give
     the Company or any other Grantor notice of any default or to accelerate or
     make demand for payment of its Benefited Obligations under the applicable
     Financing Agreement; PROVIDED that each Benefited Party agrees not to take
     any action to enforce any term or provision of any Security Document or to
     enforce any of its rights in respect of the Collateral except through the
     Collateral Agent in accordance with this Agreement.

          (e) MAINTENANCE OF LIENS. So long as this Agreement shall not have
     been terminated, the Collateral Agent will, solely for the benefit of the
     Benefited Parties

          (i) file continuation statements under the Uniform Commercial Code of
          any applicable jurisdiction with respect to those UCC-1 financing
          statements filed in connection with the Collateral of which it has
          actual knowledge, and

          (ii) upon receipt of written instruction by the Majority Benefited
          Parties, execute, procure, acknowledge, deliver and record, or cause
          to be executed, procured, acknowledged, delivered or recorded, all
          such further instruments, deeds, conveyances, mortgages, supplemental
          indentures, transfers, financing statements, continuation statements
          and assurances as reasonably deemed necessary by the Majority
          Benefited Parties and as are presented to the Collateral Agent for
          filing or recording to preserve, continue and protect the Liens
          granted pursuant to the Security Documents on, all or any portion of
          the Collateral.

          (f) RELEASE OF COLLATERAL. The Collateral Agent may release all
     Collateral upon receipt of written notice from (i) the Bank Agent that all
     Bank Credit Obligations have been paid in full (other than contingent
     obligations (x) in respect of letters of credit which have been cash
     collateralized or otherwise provided for to the satisfaction of the Bank
     Agent and (y) arising under provisions of the Bank Credit Agreement which
     by their terms survive termination thereof) and all commitments to create
     Bank Credit Obligations have been terminated and (ii) each Noteholder that
     all Senior Note Obligations owed to such Noteholder have been paid in full
     (other than any Senior Note Obligations arising under provisions of the
     Senior Note Documents which by their terms survive termination thereof).

4. APPLICATION OF PROCEEDS IN RESPECT OF BENEFITED OBLIGATIONS.

          (a) NON-SHARED PAYMENTS; PERMITTED REDUCTIONS UNDER THE BANK CREDIT
     AGREEMENT.

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

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

             (b) SPECIFIED TRANSACTIONS.

          Prior to the occurrence of a True-Up Event, the Grantors hereby agree
     to cause any and all payments other than those described in Section 4(a)
     above, including, without limitation, Net Cash Proceeds from any Specified
     Transaction, occurring following the Restructuring Date to be promptly paid
     over to the Collateral Agent for allocation, subject to Section 4(g), to
     each of the Bank Agent and the Noteholders in accordance with their
     respective Sharing Percentage and shall be applied by:

               (i) the Noteholders, against principal installments payable on
          account of the Notes in inverse order of the maturities thereof and
          without the requirement of any Make-Whole Amount (other than by
          issuance of a MWA Note in accordance with the Note Purchase
          Agreements); and

               (ii) by the Banks, first against the principal amount of Loans
          outstanding under the Bank Credit Agreement with the balance, if any,
          remitted to the Collateral Agent for application on the terms and
          subject to the conditions set forth in Section 4(d), it being
          acknowledged and agreed by the Company that upon delivery of such
          payment or Net Cash Proceeds to the Collateral Agent as provided in
          this Section 4(b): (1) the Aggregate Commitment under the Bank Credit
          Agreement will be automatically and permanently reduced, dollar for
          dollar, in an amount equal to Banks' Sharing Percentage of such
          payment or Net Cash Proceeds, and (2) the Loan Credit Sublimit will be
          concurrently automatically and permanently reduced dollar for dollar
          by the Bank's Sharing Percentage of such Net Cash Proceeds (or, if the
          Loan Credit Sublimit is then less than the full amount of the Bank's
          Sharing Percentage of such payment or Net Cash Proceeds, then by such
          amount as shall be required to reduce the Loan Credit Sublimit to
          zero). For greater certainty, the parties acknowledge that the loan
          facility provided pursuant to the Bank Credit Documents is revolving
          in nature, and nothing in this Section is intended to restrict the
          revolving nature of such loan facility (subject to the reduction of
          the commitment of the Banks to extend loans thereunder as provided in
          this Agreement and the Bank Credit Agreement).

          (c) TRUE-UP EVENT.

               Upon the occurrence of a True-Up Event, all amounts thereafter
          received by any Benefited Party or the Collateral Agent in respect of
          the Benefited Obligations (except for amounts received by operation of
          clauses FIRST through NINTH of this Section 4(c)), whether paid
          directly by a Grantor as a payment in respect of the Benefited
          Obligations on account of a Specified Transaction or otherwise,
          realized as a result of Enforcement action taken with respect to the
          Collateral, paid as a distribution in any Bankruptcy Proceeding or
          otherwise received from any source whatsoever, shall be paid over to
          the Collateral Agent for application, subject to Section 4(g), to
          payment of the Benefited Obligations, as follows:

               FIRST: To the payment of all costs and expenses (including legal
          fees) incurred by the Collateral Agent in connection with the
          execution of their respective duties hereunder, including all such
          costs and expenses incurred in connection with the sale, collection or
          other realization in respect of the Collateral or any Enforcement
          action taken in respect of any Financing Agreement;

               SECOND: To payment of any fees and other amounts then owing to
          Collateral Agent in its capacity as such;

               THIRD: To the payment of all costs and expenses (including legal
          fees) incurred by the Benefited Parties, ratably in accordance with
          the respective amounts thereof, in connection with the sale,
          collection or other realization in respect of the Collateral or any
          Enforcement action taken in respect of any Financing Agreement (in
          each case to the extent permitted hereunder);

               FOURTH: If and to the extent that the Collateral Agent (acting in
          accordance with the instructions of the Majority Benefited Parties)
          deems it to be in the interests of the Benefited Parties generally, to
          pay all indebtedness owing in respect of Liens, if any, on the
          Collateral charged by the Security Documents ranking (or capable of
          ranking) in priority to the security interests granted pursuant to any
          Security Document or to keep in good standing any such prior Lien;

               FIFTH: To the payment of all accrued but unpaid interest on the
          Benefited Obligations (other than unpaid interest on any Make-Whole
          Amount or MWA Note) ratably to each Benefited Party in accordance with
          the amount of such accrued and unpaid interest owing to it as a
          percentage of all such accrued and unpaid interest;

               SIXTH: To the payment of the principal amount of the Benefited
          Obligations (excluding in any event in the case of (i) the Bank Credit
          Obligations, any Breakage Costs then due and owing or (ii) the Senior
          Note Obligations, any Make-Whole Amount or any amount evidenced by a
          MWA Note but including in any event in the case of the Bank Credit
          Obligations the undrawn amount under issued and outstanding Letters of
          Credit and unrepaid Letter or Credit drawings at such time) owing to
          the Above-Formula Benefited Parties to the minimum extent necessary
          such that, after giving effect to such payment, the Actual Principal
          Percentage for each Above-Formula Benefited Party is equal to such
          Benefited Party's Sharing Percentage (such payment to be made ratably
          to the Above-Formula Benefited Parties in accordance with the
          respective minimum amounts payable to them that are necessary to
          achieve the result provided for in this clause SIXTH);

               SEVENTH: To the payment of the remaining unpaid principal of the
          Benefited Obligations (excluding in any event in the case of the
          Senior Note Obligations any Make-Whole Amount and including in any
          event in the case of the Bank Credit Obligations the undrawn amount
          under outstanding Letters of Credit and unrpaid Letter of Credit
          drawings), ratably to each Benefited Party in accordance with each
          such Benefited Party's Sharing Percentage;

               EIGHTH: To the payment of all Make-Whole Amounts (including any
          amounts due in respect of any MWA Notes) and Breakage Costs ratably to
          each Benefited Party in accordance with the aggregate amount of such
          Make-Whole Amounts (including any amounts due in respect of any MWA
          Notes) and Breakage Costs owing to it as a percentage of all such
          amounts;

               NINTH: to the payment of all remaining Benefited Obligations,
          ratably in accordance with the respective amounts thereof; and

               TENTH: after indefeasible payment in full of all Benefited
          Obligations and provision for payment of the aggregate face amount of
          all undrawn outstanding Letters of Credit (as provided in Section
          4(d)), to the payment to or upon the order of the applicable Grantor,
          or to whomsoever may be lawfully entitled to receive the same or as a
          court of competent jurisdiction may direct, of any surplus then
          remaining from such amounts.

          (d) LETTERS OF CREDIT.

               Any distribution to be made pursuant to Section 4(b) or pursuant
          to either of clauses SIXTH and SEVENTH of Section 4(c) with respect to
          undrawn amounts of outstanding Letters of Credit shall be made to the
          Collateral Agent, to be retained in a separate interest bearing cash
          collateral account, for the ratable portion of the Bank Credit
          Obligations consisting of such undrawn amounts of outstanding Letters
          of Credit (it being understood that (x) if any such Letter of Credit
          is drawn upon, the Collateral Agent is hereby irrevocably authorized
          and directed to pay to the Bank Agent the ratable portion of the
          amount of cash held as Collateral therefor pursuant to the relevant
          clause above which is allocable to the amount drawn upon such Letter
          of Credit and (y) if and to the extent that any such Letter of Credit
          shall expire or terminate undrawn or drawn only in part, the amount of
          cash held as Collateral therefor pursuant to the relevant clause above
          shall be applied as if it were a newly received amount to be applied
          in accordance with Section 4(b) or Section 4(c), as the case may be).
          If a Benefited Party receives any cash collateral in respect of an
          undrawn outstanding Letter of Credit in accordance with the provisions
          of its Financing Agreement, it shall turn such cash collateral over to
          the Collateral Agent for deposit into the Distribution Account.

          (e) DEPOSITS INTO DISTRIBUTION ACCOUNT.

               Until any amount to be applied pursuant to Section 4(b) or
          Section 4(c) is so applied, the Collateral Agent shall hold such
          amount in a separate interest bearing account (the "DISTRIBUTION
          Account") established for the benefit of the Benefited Parties and
          identified as the "SOS Staffing Benefited Obligation Distribution
          Account."

          (f) PAYMENTS TO BENEFITED PARTIES.

               Payments by the Collateral Agent in respect of (i) the Bank
          Credit Obligations shall be made to the Bank Agent for distribution to
          the Banks in accordance with the Bank Credit Agreement and (ii) the
          Senior Note Obligations shall be made to the Noteholders, in the
          manner provided in the Note Purchase Agreements. If a distribution is
          to be made by the Collateral Agent in the manner provided in the Note
          Purchase Agreements, the Company or the Noteholders entitled to
          receive each such payment shall deliver to the Collateral Agent a copy
          of each applicable Note Purchase Agreement (the Collateral Agent
          hereby acknowledges receipt of copies of such Note Purchase Agreements
          as in effect on the date hereof). Unless and until the Collateral
          Agent receives such copy and any other information it may reasonably
          require to effect the required distribution(s), the Collateral Agent
          need not make the distribution(s) otherwise required by this Section
          4(f) and the funds otherwise distributable shall be transferred
          pending distribution to the Unallocated Receipts Account (defined
          below). When the Collateral Agent receives the necessary documentation
          or a written direction from the Noteholder(s) entitled to receive such
          payment(s), the Collateral Agent shall transfer funds from the
          Unallocated Receipts Account to the Distribution Account and make the
          required distribution(s).

          (g) TIMING OF DISTRIBUTIONS.

               The Collateral Agent shall be required to make distributions from
          the Distribution Account at any time when the amount on deposit
          therein is at least $100,000 or if any amount is on deposit therein
          and the Collateral Agent has not made a distribution therefrom within
          the previous 90 days.

          (h) INVESTMENTS PENDING DISTRIBUTION.

               Pending the distribution of funds in the Distribution Account,
          the Collateral Agent shall invest such funds in the SSgA U.S. Treasury
          Money Market Fund. For tax reporting and withholding purposes, all
          income earned on such investments shall be allocated to the Company.
          The Collateral Agent need not invest the Funds in the Unallocated
          Receipts Account.

          (i) RESTRUCTURING DATE PAYMENT.

               The Benefited Parties hereby instruct the Collateral Agent to
          distribute, on the Business Day following the Restructuring Date, all
          funds held by the Collateral Agent on the Restructuring Date to each
          of the Benefited Parties in the amount set forth opposite such
          Benefited Party on Exhibit A attached hereto.

5. FINAL TRUE-UP.

          (a) PAYMENTS TO COLLATERAL AGENT.

               Each Benefited Party agrees that if, after twelve months shall
          have passed following the occurrence of a True-Up Event, each
          Benefited Party shall not have been either (x) fully repaid in respect
          of the principal of the Benefited Obligations owed to such Benefited
          Party or (y) repaid with respect to such principal in an amount
          sufficient so that such Benefited Party's Actual Principal Percentage
          at such time equals its Sharing Percentage, each Benefited Party which
          has at such time an Actual Principal Percentage which is lower than
          its Sharing Percentage (each, a "BELOW-FORMULA BENEFITED PARTY") shall
          pay to the Collateral Agent for application pursuant to this Section 5
          an amount which, if added to the outstanding principal amount of the
          Benefited Obligations owing to such Below-Formula Benefited Party,
          would cause such Below-Formula Benefited Party's Actual Principal
          Percentage to equal its Sharing Percentage (with respect to each
          Below-Formula Benefited Party, its "TRUE-UP AMOUNT").

           (b) PAYMENTS TO ABOVE-FORMULA BENEFITED PARTIES.

               The Collateral Agent shall pay the True-Up Amounts received by it
          to each Benefited Party which has at such time an Actual Principal
          Percentage which is greater than its Sharing Percentage (each, an
          "ABOVE-FORMULA BENEFITED PARTY") in an amount for each Above-Formula
          Benefited Party which, if subtracted from the amount of outstanding
          principal of the Benefited Obligations owing to such Above-Formula
          Benefited Party, would cause such Above-Formula Benefited Party's
          Actual Principal Percentage to equal its Sharing Percentage.

          (c) PURCHASE OF PARTICIPATIONS.

               Simultaneously with the payments by the Collateral Agent provided
          for in Section 5(b), each Below-Formula Benefited Party shall be
          deemed to have purchased at face value a participation in the
          principal of the Benefited Obligations owing to each Above-Formula
          Benefited Party in an amount equal to the True-Up Amount paid by it to
          the Collateral Agent for distribution to such Above-Formula Benefited
          Party, and any subsequent repayments of amounts owing in respect of
          the Benefited Obligations in accordance with the terms hereof shall be
          applied by the Collateral Agent accordingly. In addition, at the time
          each such Below-Formula Benefited Party is deemed to have purchased a
          participation pursuant to the immediately preceding sentence, such
          Below-Formula Benefited Party shall be deemed to have purchased a
          participation in interest owing to such Above-Formula Benefited Party
          in an amount equal to interest accrued on its ratable portion of the
          True-Up Amount for such Above-Formula Benefited Party commencing on
          the date of occurrence of the True-Up Event.


6. INFORMATION.

          If the Collateral Agent proceeds to enforce any Security Document or
is to make a distribution pursuant to Sections 4 or 5, or proposes, or is
directed or requested, to take any other action pursuant to or contemplated by
this Agreement, the Benefited Parties agree as follows:

               (a) BANK CREDIT OBLIGATIONS. The Bank Agent shall promptly from
          time to time, upon the written request of the Collateral Agent, (i)
          notify the Collateral Agent of the outstanding Bank Credit Obligations
          as at such date as the Collateral Agent may specify and (ii) notify
          the Collateral Agent of any payment received by the Bank Agent to be
          applied to satisfy Bank Credit Obligations. The Agent shall certify as
          to such amounts and the Collateral Agent shall be entitled to rely
          conclusively upon such certification.

               (b) SENIOR NOTE OBLIGATIONS. Each Noteholder shall promptly from
          time to time, upon the written request of the Collateral Agent, (i)
          notify the Collateral Agent of the outstanding Senior Note Obligations
          held by such Noteholder as at such date as the Collateral Agent may
          specify and (ii) notify the Collateral Agent of any payment received
          thereafter by such Noteholder to be applied to satisfy Senior Note
          Obligations owing to such Noteholder. Each Noteholder shall certify as
          to such amounts and the Collateral Agent shall be entitled to rely
          conclusively upon such certification.

               (c) INFORMATION TO BE PROVIDED TO COLLATERAL AGENT. With each
          payment made to the Collateral Agent pursuant to this Agreement, the
          Bank Agent, the Noteholder or other person making the payment shall
          notify the Collateral Agent of the Section of this Agreement pursuant
          to which the payment is being made, the nature of the payment and the
          Bank Credit Agreement, Note Purchase Agreement or other document
          pursuant to which the payment is being made. Unless and until the
          Collateral Agent receives such information, it shall set aside the
          funds so received, uninvested, in a separate account (the "UNALLOCATED
          RECEIPTS ACCOUNT"). When the Collateral Agent receives information
          required by it to allocate the funds to the Distribution Account or
          otherwise in accordance with this Agreement, it shall transfer the
          funds in the Unallocated Receipts Account to the appropriate other
          account established pursuant to this Agreement.

               (d) NOTICE BY COLLATERAL AGENT. The Collateral Agent agrees to
          promptly notify the Bank Agent and each Noteholder of the receipt of
          any funds pursuant to this Agreement.

7. COLLATERAL AGENT DISCLAIMERS, INDEMNITY, ETC.

               (a) NO RESPONSIBILITY OF COLLATERAL AGENT FOR CERTAIN MATTERS.
          The Collateral Agent shall have no duties or responsibilities except
          those expressly set forth in this Agreement and the Security
          Documents. The Collateral Agent shall not by reason of this Agreement
          or the Security Documents be a Collateral Agent for any Benefited
          Party or have any other fiduciary obligation to any Benefited Party
          (including any obligation under the Trust Indenture Act of 1939, as
          amended). None of the Collateral Agent-Related Persons shall be
          responsible to any Benefited Party for any recital, statement,
          representation or warranty of any Grantor contained in any Security
          Document or in any certificate or other document referred to or
          provided for in, or received by any of them under, any Security
          Document, for incidental, consequential or punitive damages, or for
          the value, validity, effectiveness, genuineness, enforceability or
          sufficiency of any Security Document or any other document referred to
          or provided for therein or any Lien under any of the Security
          Documents or the perfection or priority of any such Lien or for any
          failure by the Company, any other Grantor, any Benefited Party or any
          other Person (other than such Collateral Agent-Related Person) to
          perform any of its respective obligations under any Security Document.
          Without limiting the foregoing, the Collateral Agent shall not be
          required to take any action under any Security Document unless
          instructed to do so in writing by the Majority Benefited Parties. The
          Collateral Agent may employ agents and attorneys-in-fact and shall not
          be responsible for the negligence or misconduct of any agent or
          attorney-in-fact that it selects with reasonable care. None of the
          Collateral Agent-Related Persons shall be liable for any action taken
          or omitted to be taken by any of them hereunder or in connection
          herewith or for the transactions contemplated hereby, except for the
          gross negligence or willful misconduct of such Person.

               (b) RELIANCE ON EXPERTS, WRITINGS AND INSTRUCTIONS OF MAJORITY
          BENEFITED PARTIES. The Collateral Agent shall be entitled to rely, and
          shall be fully protected in relying, upon any writing, resolution,
          notice, consent, certificate, affidavit, letter, telegram, facsimile,
          telex or telephone message, statement or other document or
          conversation believed by it to be genuine and correct and to have been
          signed, sent or made by or on behalf of the proper Person or Persons,
          and upon advice and statements of legal counsel (including, without
          limitation, counsel to the Company and the other Grantors),
          independent accountants and other experts selected by the Collateral
          Agent. As to any matters not expressly provided for by this Agreement,
          the Collateral Agent shall in all cases be fully protected in acting,
          or in refraining from acting, hereunder in accordance with
          instructions signed by the Majority Benefited Parties, and such
          instructions of the Majority Benefited Parties, and any action taken
          or failure to act pursuant thereto, shall be binding on all Benefited
          Parties.

               (c) INDEMNITY. The Benefited Parties agree that they will
          indemnify the Collateral Agent-Related Persons (to the extent not
          reimbursed by the Grantors under the Security Documents or reimbursed
          pursuant to clause FIRST of Section 4(c) and without limiting the
          obligation of the Company to do so), ratably in accordance with the
          amount of the Benefited Obligations held by such Benefited Parties at
          the time such claim arises, for any and all liabilities, obligations,
          losses, damages, penalties, actions, judgments, suits, costs, expenses
          or disbursements of any kind or nature whatsoever that may be imposed
          on, incurred by or asserted against the Collateral Agent in any way
          relating to or arising out of this Agreement or any of the Security
          Documents or the enforcement of any of the terms of any thereof,
          including fees and expenses of special counsel; PROVIDED that no such
          Benefited Party shall be liable for any such payment to any Collateral
          Agent-Related Person to the extent the obligation to make such payment
          arises solely from such Person's gross negligence or willful
          misconduct or, in the case of the receipt, holding and disbursement of
          funds, such Person's negligence. The obligations of the Benefited
          Parties under this Section 7(c) shall survive the payment in full of
          the Benefited Obligations and the termination of this Agreement.

               (d) PERMITTED INACTION. Except for action expressly required of
          the Collateral Agent hereunder, the Collateral Agent shall,
          notwithstanding Section 3(a), in all cases be fully justified in
          failing or refusing to act hereunder or under any Security Document
          unless it shall be further indemnified to its satisfaction by the
          Benefited Parties against any and all liability and expense that may
          be incurred by it by reason of taking or continuing to take any such
          action. In addition, the Collateral Agent shall not be required to
          take any action that is in the opinion of counsel to the Collateral
          Agent contrary to law or to the terms of this Agreement, any Security
          Document or any other Financing Agreement or that would in the opinion
          of such counsel subject the Collateral Agent or any of its officers,
          employees, agents or directors to any liability. Notwithstanding
          anything to the contrary contained in this Agreement or any of the
          other Security Documents, in the event that the Collateral Agent is
          entitled or required to commence an action to foreclose any of such
          Security Documents or otherwise exercise its remedies to acquire
          control or possession of any property constituting the Collateral, the
          Collateral Agent shall not be required to commence any such action or
          exercise any such remedy if the Collateral Agent has determined in
          good faith that it may incur liability under any environmental law as
          the result of the presence at, or release on or from, any such
          property of any hazardous materials unless it has received security or
          indemnity from a Person, in an amount and in a form, all satisfactory
          to the Collateral Agent in its sole discretion, protecting the
          Collateral Agent from all such liability.

               (e) DETERMINATION OF BENEFITED PARTIES; SUBSEQUENT BENEFITED
          PARTIES BOUND. The Collateral Agent may deem and treat the payee of
          any promissory note or other evidence of indebtedness or obligation
          relating to any Benefited Obligation as the owner thereof for all
          purposes hereof unless and until a written notice of the assignment or
          transfer thereof, signed by such payee and in form reasonably
          satisfactory to the Collateral Agent, shall have been filed with the
          Collateral Agent. Any request, authority or consent of any Person who
          at the time of making such request or giving such authority or consent
          is the holder of any such note or other evidence of indebtedness or
          obligation shall be conclusive and binding on any subsequent holder,
          transferee or assignee of such note or other evidence of indebtedness
          or obligation and of any note or notes or other evidences of
          indebtedness or obligation issued in exchange therefor.

               (f) LIMITATION ON COLLATERAL AGENT DUTIES; NO LIABILITY FOR SALE
          OF COLLATERAL. Except as expressly provided herein and in the Security
          Documents, the Collateral Agent shall have no duty to take any
          affirmative steps with respect to the administration or collection of
          amounts payable in respect of the Security Documents or the
          Collateral. No Collateral Agent-Related Person shall incur any
          liability (except to the extent the actions or omissions of the
          Collateral Agent or such Collateral Agent-Related Person in connection
          therewith constitute gross negligence or willful misconduct) as a
          result of any sale of any Collateral, whether at any public or private
          sale.

               (g) RESIGNATION AND REMOVAL. The Person acting as Collateral
          Agent may resign at any time by giving at least 30 days' prior written
          notice thereof to the Company, the Bank Agent, the Banks and the
          Noteholders. The Person acting as Collateral Agent may be removed as
          the Collateral Agent at any time by the Majority Benefited Parties. In
          the event of any such resignation or removal of the Person acting as
          Collateral Agent, the Majority Benefited Parties shall thereupon have
          the right (subject, so long as no Event of Default exists, to the
          consent of the Company, which shall not be unreasonably withheld or
          delayed) to appoint a successor Collateral Agent. If no successor
          Collateral Agent shall have been so appointed by the Majority
          Benefited Parties and shall have accepted such appointment within
          thirty (30) days after the notice of the intent of the Person acting
          as Collateral Agent to resign or the removal of the Collateral Agent,
          or if the Company shall fail to consent to such appointment as so
          required, the retiring Collateral Agent's resignation shall
          nevertheless thereupon become effective, and the Benefited Parties
          shall make such equitable arrangements as shall be necessary so that
          the duties of the Collateral Agent hereunder are performed until such
          time, if any, as the Majority Benefited Parties appoint a successor
          Collateral Agent as provided for above. Notwithstanding the foregoing,
          in the event that no appointment shall have been made as provided
          herein, a successor Collateral Agent may be appointed, upon
          application of the retiring Collateral Agent, the Bank Agent, any
          Bank, any Noteholder or the Company, by any court of competent
          jurisdiction. Any successor Collateral Agent appointed pursuant to
          this clause shall be a commercial bank, trust company or other
          financial institution organized under the laws of the United States of
          America or any state thereof, have capital, surplus and undivided
          profit aggregating at least $100,000,000, and have long-term debt
          obligations (or if such successor shall not have long-term debt
          obligations and such successor is a subsidiary of a holding company,
          such holding company shall have long-term debt obligations) having a
          rating of "A" or better from a rating agency of national reputation.
          Upon the acceptance by a successor Collateral Agent of any appointment
          as the Collateral Agent hereunder, such successor Collateral Agent
          shall thereupon succeed to and become vested with all the rights,
          powers, privileges and duties of the retiring or removed Collateral
          Agent, and the retiring or removed Collateral Agent shall thereupon be
          discharged from its duties and obligations hereunder. The Collateral
          Agent ceasing to act shall take all such action as is necessary to
          duly assign, transfer and deliver each of the Security Documents and
          the financing statements, together with all Collateral, moneys and
          other property held by such Collateral Agent, to the successor
          Collateral Agent so appointed in its place. After any retiring
          Collateral Agent's resignation or removal hereunder, the provisions of
          this Section 6 shall continue to inure to its benefit as to any
          actions taken or omitted to be taken by it while it was Collateral
          Agent.

               (h) INDEPENDENT CREDIT DECISIONS. Each party hereto acknowledges
          that it has, independently and without reliance upon the Collateral
          Agent or any other Benefited Party and based upon such documents and
          information as it has deemed appropriate, made its own credit analysis
          and decision to enter into this Agreement and the other Financing
          Agreements to which it is a party. Each party hereto also acknowledges
          that it will, independently and without reliance upon the Collateral
          Agent or any other Benefited Party and based upon such documents and
          information as it shall deem appropriate at the time, continue to make
          its own credit decisions in taking or not taking action under the
          Financing Agreements to which it is a party.

               (i) INSTRUCTIONS REGARDING AMBIGUOUS PROVISIONS. If, with respect
          to any proposed action to be taken by it, the Collateral Agent shall
          determine in good faith that the provisions of this Agreement relating
          to the functions or discretionary powers of the Collateral Agent are
          or may be ambiguous or inconsistent, the Collateral Agent shall notify
          the Banks, the Bank Agent and the Noteholders identifying the proposed
          action and the provisions it considers to be ambiguous or
          inconsistent, and may decline either to perform such function or
          responsibility or to exercise such discretionary power unless it has
          received the written confirmation of the Majority Benefited Parties
          that the Majority Benefited Parties concur that the action proposed to
          be taken by the Collateral Agent is consistent with the terms of this
          Agreement or is otherwise appropriate. The Collateral Agent shall be
          fully protected in acting or refraining from acting upon the
          confirmation of the Majority Benefited Parties in this respect, and
          such confirmation shall be binding upon all Benefited Parties.

               (j) GRANTOR PAYMENT OF COLLATERAL AGENT FEES AND EXPENSES. Each
          of the Company and each other Grantor, jointly and severally, by its
          consent hereto, agrees to pay to the Collateral Agent, from time to
          time upon demand, all fees, costs and expenses of the Collateral Agent
          (including, without limitation, the fees and disbursements of such
          special counsel as the Collateral Agent elects to retain) (i) incurred
          by any Person in becoming the Collateral Agent, (ii) arising in
          connection with the enforcement of any of the provisions of this
          Agreement or the other Financing Agreements, (iii) incurred or
          required to be advanced in connection with the performance of its
          obligations hereunder, the administration of the Collateral or the
          Security Documents, the sale or other disposition of the Collateral
          and the preservation, protection or defense of the Collateral Agent's
          rights under this Agreement and the other Financing Agreements and in
          and to the Collateral, or (iv) incurred in connection with the receipt
          or disbursement of funds hereunder. The obligations of the Company and
          each other Grantor under this Section 7(j) shall survive the
          termination of the other provisions of this Agreement.

               (k) INDEMNIFICATION. The Company and each of the Guarantors shall
          indemnify and hold harmless the Collateral Agent, each Benefited
          Party, and each of their officers, directors, employees, investment
          advisors, affiliates and agents (collectively, the "INDEMNIFIED
          PERSONS") from and against, and reimburse each Indemnified Person for,
          any and all claims, demands, liabilities, losses, damages, judgments,
          penalties, costs and reasonable expenses (including, without
          limitation, reasonable attorneys' fees and costs incurred in the
          investigation, defense and settlement of claims), but not taxes
          determined by reference to the income of the Collateral Agent or any
          Benefited Party (all such items are herein referred to, collectively,
          as "LOSSES") which may be imposed upon, asserted against, or incurred
          or paid by any such Indemnified Person by reason of, on account of, or
          in connection with:

               (i) any bodily injury, death or Property damage occurring in or
               upon or in connection with the operation of the Collateral
               through any cause whatsoever;

               (ii) any act performed or omitted to be performed under this
               Agreement or any of the other Security Documents by any such
               Indemnified Person; or

               (iii) any transaction, suit, action or proceeding arising out of
               or in any way connected with this Agreement, any other Security
               Document or the Collateral.

          The obligations and liability of the Company or the Guarantors under
this Section 7(k) shall be joint and several, and shall survive the foreclosure
of, and realization upon, the Collateral and the payment in full of the
Benefited Obligations and any payment, release or discharge hereof and any or
all security interests and Liens in the Collateral, and the resignation or
removal of the Collateral Agent. The Company or the Guarantors shall not be
obligated to indemnify any Indemnified Person in respect of any of the foregoing
matters if the liability of such Indemnified Person arose out of such
Indemnified Person's gross negligence or willful misconduct. To the extent that
any indemnification provided by this Section 7(k) of an Indemnified Person is in
respect of an action taken by another Indemnified Person (the "Actor"), payment
of such indemnification claim by the Company may be conditioned on assignment to
the Company by such Indemnified Person of its claim in respect of such action
against the Actor. This Section 7(k) shall not limit or restrict or impair any
other indemnity given to the Collateral Agent or any of the Benefited Parties
under this Agreement or under any of the other Financing Agreements but shall
supplement any such indemnity and shall be in addition thereto.

8. INVALIDATED PAYMENTS.

          If the Collateral Agent or any other Benefited Party receives any
amount pursuant to this Agreement that is subsequently required to be returned
or repaid by the Collateral Agent or such other Benefited Party to the Company,
any other Grantor or any Affiliate thereof or their respective representatives
or successors in interest, whether by court order, settlement or otherwise (a
"REPAYMENT EVENT"), then

          (a) if the Repayment Event results in the Collateral Agent being
          required to return or repay any amount distributed by it to the other
          Benefited Parties under this Agreement, each Benefited Party to which
          such amount was distributed shall, forthwith upon its receipt of a
          notice thereof from the Collateral Agent, pay the Collateral Agent an
          amount equal to its ratable share (based on the amount distributed to
          such Benefited Party) of the amount required to be returned or repaid
          relating to such Repayment Event, together with its ratable share
          (determined in the same manner) of any interest which the Collateral
          Agent is required to pay on the amount so returned or repaid,

          (b) if the Repayment Event results in any Benefited Party being
          required to return or repay any amount received by it for its own
          account under this Agreement to the Company, any other Grantor or any
          Affiliate thereof or their respective representatives or successors in
          interest (any such Benefited Party, an "AFFECTED BENEFITED PARTY") and
          such Repayment Event is not the direct result of such Affected
          Benefited Party's willful misconduct, each other Benefited Party
          shall, forthwith upon its receipt of a notice thereof from the
          Affected Benefited Party, pay the Collateral Agent an amount for
          distribution to such Affected Benefited Party such that, after giving
          effect to such payment and distribution, all Benefited Parties shall
          have received such proportion of the amounts distributed pursuant to
          this Agreement as they would have received had the original payment
          which gave rise to such Repayment Event not occurred (such payment by
          each other Benefited Party to be accompanied by such Benefited Party's
          ratable share (based on the amount received by such Benefited Party)
          of any interest which the Affected Benefited Party is required to pay
          on the amount so returned or repaid), and

          (c) in either case, the Collateral Agent shall thereafter apply all
          amounts to be distributed pursuant hereto in a manner consistent with
          the terms of this Agreement such that all Benefited Parties receive
          such proportion of such amounts as they would have received had the
          original payment which gave rise to such Repayment Event not occurred;

it being understood that if any Benefited Party shall fail to promptly pay any
such amount to the Collateral Agent, the Collateral Agent may deduct such amount
from any amount payable thereafter to such Benefited Party under this Agreement.


9.  MISCELLANEOUS.

               (a) NOTICES. All notices and other communications provided for
          herein shall be in writing and may be sent by overnight air courier or
          facsimile communication and shall be deemed to have been given when
          delivered by overnight air courier or upon receipt of facsimile
          communication. For the purposes hereof, the address of each party
          hereto (until notice of a change thereof is delivered as provided in
          this Section 9(a)) shall be set forth under such party's name on the
          signature pages (including acknowledgments) hereof.

               (b) AMENDMENTS. This Agreement may be amended, modified or waived
          only by an instrument or instruments in writing signed by the Majority
          Benefited Parties (provided that no amendment or waiver of any of the
          provisions hereof will be effective (i) as to any Benefited Party to
          the extent that the effect of such amendment or waiver would be to
          deprive such Benefited Party of the Lien on any Collateral unless such
          Benefited Party consents in writing and (ii) as to the Collateral
          Agent to the extent that the effect of such amendment or waiver would
          be to impose on the Collateral Agent additional obligations or duties
          or reduce protections otherwise available to it). No modification
          shall be made to the definition of "Majority Benefited Parties," nor
          shall there be any change in the actions under this Agreement which
          can only be taken upon the direction or consent of the Majority
          Benefited Parties, without the written consent of the Company and the
          other Grantors.

               (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
          and inure to the benefit of the Collateral Agent and each other
          Benefited Party and their respective successors and assigns. If the
          holder of any Benefited Obligations shall transfer such Benefited
          Obligations, it shall promptly so advise the Collateral Agent. Each
          transferee of any Benefited Obligations shall take such Benefited
          Obligations subject to the provisions of this Agreement and to any
          request made, waiver or consent given or other action taken or
          authorized hereunder by each previous holder of such Benefited
          Obligations prior to the receipt by the Collateral Agent of written
          notice of such transfer; and, except as expressly otherwise provided
          in such notice, the Collateral Agent shall be entitled to assume
          conclusively that the transferee named in such notice shall thereafter
          be vested with all rights and powers as a Benefited Party under this
          Agreement (and the Collateral Agent may conclusively assume that no
          Benefited Obligations have been subject to any transfer other than
          transfers of which the Collateral Agent has received such a notice).
          Upon the written request of any Benefited Party, the Collateral Agent
          will provide such Benefited Party with copies of any written notices
          of transfer received pursuant hereto.

               (d) CONTINUING EFFECTIVENESS. This Agreement shall continue to be
          effective among the Benefited Parties even though a case or proceeding
          under any bankruptcy or insolvency law or any proceeding in the nature
          of a receivership, whether or not under any insolvency law, shall be
          instituted with respect to the Company or any other Grantor or any
          portion of the property or assets of the Company or any other Grantor,
          and all actions taken by the Benefited Parties with respect to the
          Collateral or the Collateral Agent with regard to such proceeding
          shall be determined by the Majority Benefited Parties; PROVIDED,
          HOWEVER, that nothing herein shall be interpreted to preclude any
          Benefited Party from filing a proof of claim with respect to its
          Benefited Obligations or from casting its vote, or abstaining from
          voting, for or against confirmation of a plan of reorganization in a
          case of bankruptcy, insolvency or similar law in its sole discretion.

               (e) FURTHER ASSURANCES. Each Benefited Party agrees to do such
          further acts and things and to execute and deliver such additional
          agreements, powers and instruments as the Collateral Agent or any
          other Benefited Party may reasonably request to carry into effect the
          terms, provisions and purposes of this Agreement or to better assure
          and confirm unto the Collateral Agent or such other Benefited Party
          its respective rights, powers and remedies hereunder.

               (f) COUNTERPARTS. This Agreement may be executed in any number of
          counterparts, all of which taken together shall constitute one and the
          same instrument, and any of the parties hereto may execute this
          Agreement by signing any such counterpart. A facsimile of the
          signature of any party on any counterpart shall be effective as the
          signature of the party executing such counterpart for purposes of
          effectiveness of this Agreement.

               (g) EFFECTIVENESS. This Agreement shall become effective
          immediately upon execution by the Collateral Agent, the Bank Agent and
          the Noteholders and shall continue in full force and effect until 91
          days following the date upon which all Benefited Obligations are
          irrevocably paid in full and all commitments under the Bank Credit
          Agreement have been terminated.

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

               (i) HEADINGS. Headings of sections of this Agreement have been
          included herein for convenience only and should not be considered in
          interpreting this Agreement.

               (j) NO IMPLIED BENEFICIARIES. Nothing in this Agreement,
          expressed or implied, is intended or shall be construed to confer upon
          or give to any Person other than the Benefited Parties any right,
          remedy or claim under or by reason of this Agreement or any covenant,
          condition or stipulation herein contained.

               (k) SEVERANCE. If any provision in or obligation under this
          Agreement shall be invalid, illegal or unenforceable in any
          jurisdiction, the validity, legality and enforceability of the
          remaining provisions or obligations, or of such provision or
          obligation in any other jurisdiction, shall not in any way be affected
          or impaired thereby.

               (l) AMENDMENTS TO FINANCING AGREEMENTS. Each of the Company, each
          other Grantor and the Benefited Parties agree that none of the
          Financing Agreements may be amended, modified or supplemented without
          the consent of the Majority Benefited Parties.



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



<PAGE>


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



                             STATE STREET BANK AND TRUST COMPANY,
                             as Collateral Agent



                              By /s/ Ronald Chin
                                ---------------------------
                                Name:  Ronald Chin
                                Title: Assistant Secretary

                                 Two Avenue de Lafayette, 6th Floor
                                 Boston, MA  02111
                                 Attn:  Corporate Trust Administration
                                        (SOS Staffing Services, Inc.
                                        2002 Amended and Restated Intercreditor
                                        Agreement)

                                 Telephone: (617) 662-1708
                                 Facsimile: (617) 662-1458


<PAGE>


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



                                 By /s/ Vicki J. Perkins
                                   ------------------------------
                                    Name:  Vicki J. Perkins
                                    Title: Senior Vice President

                                    299 South Main St., 6th Floor
                                    MAC #U1228-062
                                    Salt Lake City, UT  84111
                                    Attn:  Vicki J. Perkins
                                           Senior Vice President
                                           Loan Adjustment Group

                                    Telephone:  (801) 246-1572
                                    Facsimile:  (801) 246-4330



<PAGE>


                                       JACKSON NATIONAL LIFE INSURANCE COMPANY

                                       BY: PPM AMERICA, INC., AS ATTORNEY IN
                                       FACT, ON BEHALF OF JACKSON NATIONAL LIFE
                                       INSURANCE COMPANY



                                       By /s/ Chris Raub
                                         -------------------------------
                                         Name:  Chris Raub
                                         Title: Senior Managing Director

                                         c/o PPM America, Inc
                                         225 West Wacker Drive, Suite 1200
                                         Chicago, IL 60606-1228
                                         Attn:    Susan Perrino
                                                  Private Placements

                                         Telephone:  (312) 634-2500
                                         Facsimile:  (312) 634-0054


<PAGE>


                                          GREAT-WEST LIFE & ANNUITY INSURANCE
                                          COMPANY



                                          By /s Wayne T. Hoffmann
                                            -----------------------
                                            Name:  Wayne T. Hoffmann
                                            Title: Senior Vice President,
                                                   Investments


                                          By /s/ Tad Anderson
                                            ------------------------
                                            Name:  Tad Anderson
                                            Title: Manager, Investments

                                             8515 East Orchard Road (3T2)
                                             Greenwood Village, CO  80111
                                             Attn:    Tad Anderson

                                             Telephone:  (303) 737-6045
                                             Facsimile:  (303) 737-6093




<PAGE>


                                             FARM BUREAU LIFE INSURANCE COMPANY
                                             OF MICHIGAN



                                             By /s/ Steven R. Harkness
                                               --------------------------
                                               Name:  Steven R. Harkeness
                                               Title: Senior Portfolio Manager

                                               7373 West Saginaw
                                               Lansing, MI  48917
                                               Attn:    Steven R. Harkness

                                               Telephone:  (517) 323-6670
                                               Facsimile:  (517) 323-6554


                                             FARM BUREAU MUTUAL INSURANCE
                                             COMPANY OF MICHIGAN



                                             By /s/ Steven R. Harkness
                                               -------------------------
                                               Name:  Steven R. Harkness
                                               Title: Senior Portfolio Manager

                                                 7373 West Saginaw
                                                 Lansing, MI  48917
                                                 Attn:  Steven R. Harkness

                                                 Telephone:  (517) 323-6670
                                                 Facsimile:  (517) 323-6554



<PAGE>


                                               THE CANADA LIFE ASSURANCE
                                               COMPANY, as beneficial owner



                                               By /s/ Paul English
                                                  ---------------------------
                                                  Name:  Paul English
                                                  Title: Associate Treasurer

                                                  Investment Division
                                                  330 University Avenue
                                                  Toronto, Ontario  M5H 2X7
                                                  Canada
                                                  Attn:  Paul English

                                                  Telephone: (416) 597-1440
                                                             Ext. 5117
                                                  Facsimile: (416) 597-9678


                                               CANADA LIFE INSURANCE COMPANY OF
                                               AMERICA, as beneficial owner



                                               By /s/ Paul English
                                                  ---------------------------
                                                  Name:  Paul English
                                                  Title: Assistant Treasurer

                                                  Investment Division
                                                  330 University Avenue
                                                  Toronto, Ontario  M5H 2X7
                                                  Canada
                                                  Attn:  Paul English

                                                  Telephone: (416) 597-1440
                                                             Ext. 5117
                                                  Facsimile: (416) 597-9678



<PAGE>


                                               CANADA LIFE INSURANCE COMPANY OF
                                               NEW YORK, as beneficial owner


                                               By /s/ Paul English
                                                 ------------------------
                                                  Name:  Paul English
                                                  Title: Assistant Treasurer

                                                  Investment Division
                                                  330 University Avenue
                                                  Toronto, Ontario  M5H 2X7
                                                  Canada
                                                  Attn:    Paul English

                                                  Telephone: (416) 597-1440
                                                             Ext. 5117
                                                  Facsimile: (416) 597-9678





<PAGE>



                   ACKNOWLEDGMENT OF AND CONSENT AND AGREEMENT

                 TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT

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

          IN WITNESS WHEREOF, each of the undersigned has caused this
Acknowledgment of and Consent and Agreement to Amended and Restated
Intercreditor Agreement to be executed by its duly authorized officer.
Additional Grantors may become parties to this Acknowledgment and Consent and
Agreement from time to time by executing a counterpart signature page and
delivering the same to the Collateral Agent. The Company agrees to cause each
Grantor to so execute and deliver a counterpart of this Acknowledgment and
Consent and Agreement upon such Person becoming a Grantor.



                                       SOS STAFFING SERVICES, INC.


                                       By: /s/ Kevin Hardy
                                          -----------------------------
                                          Title: Senior Vice President and CFO


                                       SERVCOM STAFF MANAGEMENT, INC.


                                       By: /s/ Kevin Hardy
                                          -----------------------------
                                          Title: Senior Vice President and CFO




<PAGE>


                                       INTELIANT CORPORATION


                                       By: /s/ Kevin Hardy
                                          ------------------------------
                                          Title: Vice President


                                       SOS COLLECTION SERVICES, INC.


                                       By: /s/ Kevin Hardy
                                          ------------------------------
                                          Title: Vice President


                                       DEVON & DEVON PERSONNEL SERVICES, INC.


                                       By: /s/ JoAnn W. Wagner
                                          ------------------------------
                                          Title: President


<PAGE>


                                    EXHIBIT A

                         RESTRUCTURING DATE DISTRIBUTION

BENEFITED PARTY                                  DISTRIBUTION AMOUNT

Wells Fargo Bank, National Association,              $300,951.50
As Administrative Agent

The Canada Life Assurance                            $37,746.00
Company

Canada Life Insurance                                $37,746.00
Company of America

Canada Life Insurance                                $18,873.00
Company of New York

Jackson National Life                                $283,094.97
Insurance Company

Great-West Life & Annuity                            $188,729.97
Insurance Company

Farm Bureau Life Insurance                           $56,618.99
Company of Michigan

Farm Bureau Mutual Insurance                         $37,746.00
Company of Michigan