FIFTH AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT
                                   AND WAIVER

         THIS FIFTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  AND
WAIVER (the  "Amendment") is made and dated as of the 15th day of April, 2002 by
and among SOS STAFFING SERVICES, INC., a Utah corporation (the "Borrower"),  the
Lenders to the Credit  Agreement  described  below,  WELLS FARGO BANK,  NATIONAL
ASSOCIATION  (formerly known as First Security Bank,  N.A.),  as  administrative
agent for the Lenders (in such capacity,  the "Administrative  Agent"), and BANK
ONE,  NA,  as  documentation  agent  for the  Lenders  (in  such  capacity,  the
"Documentation Agent").

                                    RECITALS

         A. Pursuant to that certain Amended and Restated Credit Agreement dated
as of July 27, 1998 among the Lenders, the Borrower, the Documentation Agent and
the Administrative  Agent (as amended,  extended and replaced from time to time,
the "Credit Agreement"),  the Lenders agreed to extend credit to the Borrower on
the terms and conditions set forth therein.  All capitalized terms not otherwise
defined  herein  shall  have  the  meanings  given to such  terms in the  Credit
Agreement.

         B. The  Borrower  has  requested  that the  Lenders  agree to amend the
Credit Agreement in certain respects and the Lenders have agreed to do so on the
terms and subject to the conditions set forth more particularly below.

         NOW,  THEREFORE,  in  consideration  of the foregoing  Recitals and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

         1.  Reduction  of Aggregate  Commitment  and Loan Credit  Sublimit.  To
reflect the agreement of the parties  hereto with respect to certain  reductions
of the Aggregate  Commitment and to create a similarly reducing sublimit for the
aggregate amount of Loans which may be outstanding under the Credit Agreement at
any date, effective as of the Effective Date (as defined in Paragraph 14 below):

                  (a) The Aggregate Commitment is hereby  automatically  reduced
to $16,000,000,  and the Aggregate Commitment and each Lender's Commitment shall
be as set  forth on the  replacement  commitment  schedule  attached  hereto  as
Exhibit A. The Aggregate  Commitment is subject to further reduction as provided
more specifically in this Amendment.

                  (b) Section 2.1 of the Credit  Agreement is hereby  amended to
                  read in its entirety as follows:


                           "2.1. Commitment. From and including the date of this
         Agreement  and prior to the  Facility  Termination  Date,  each  Lender
         severally  agrees,  on the  terms  and  conditions  set  forth  in this
         Agreement,  to make Loans to the Borrower  from time to time in amounts
         not to exceed in the  aggregate  at any one time  outstanding  the Loan
         Credit Sublimit.  Subject to the terms of this Agreement,  the Borrower
         may  borrow,  repay  and  reborrow  at any time  prior to the  Facility
         Termination Date. The Commitments to lend hereunder shall expire on the
         Facility Termination Date."

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<PAGE>


                  (c) A new  definition  of the term "Loan  Credit  Sublimit" is
hereby  added to Article I of the  Credit  Agreement,  in  correct  alphabetical
order, to read in its entirety as follows:

                           "`Loan Credit  Sublimit'  means  $6,000,000,  as such
         amount  shall be  reduced  from  time to time:  (a) upon an  Additional
         Commitment  Reduction,  in  accorance  with  Section  4(a)(ii)  of  the
         Intercreditor  Agreement,  and  (b) at  the  times  and  in the  manner
         provided in Section 4(b) of the  Intercreditor  Agreement in connection
         with a Specified Transaction."

                  (d) On the Effective Date and on each date upon which the Loan
Credit  Sublimit  shall be reduced,  the Borrower shall  immediately  pay to the
Administrative  Agent for  distribution  to the Lenders ratably in proportion to
the ratio that their respective Commitments bear to the Aggregate Commitment the
dollar  amount by which  Loans  outstanding  on such date exceed the Loan Credit
Sublimit after giving effect to the reduction  occurring on such date.  Upon the
effective  date of any  reduction  in the Loan Credit  Sublimit,  the  Aggregate
Commitment shall automatically be reduced dollar for dollar.

         2. Extension of Facility  Termination Date. To reflect the agreement of
the parties hereto to extend the term of the credit facilities  evidenced by the
Credit Agreement,  effective as of the Effective Date the definition of the term
"Facility  Termination  Date" set forth in Article I of the Credit  Agreement is
hereby  amended by  deleting  the date  "June 30,  2002" set forth  therein  and
replacing the same with the date "September 1, 2003."

         3. Change in Pricing. To reflect the agreement of the parties hereto to
modify the pricing  applicable to Loans,  effective as of the Effective Date the
definition  of the term  "Applicable  Margin"  as set forth in  Article I of the
Credit Agreement is hereby amended to read in its entirety as follows:

                  "`Applicable  Margin'  means (i) at any date to and  including
         June 30, 2003, 3.00% and (ii) at any date thereafter, 3.50%."

         4. Additional  Mandatory  Prepayments.  To reflect the agreement of the
parties hereto to include certain additional mandatory  prepayment  requirements
in the Credit Agreement,  effective as of the Effective Date Section 2.18 of the
Credit Agreement is hereby amended to delete  subsections (ii) and (iii) thereof
and to  replace  them  with  new  subsections  (ii)  and  (iii) to read in their
entirety as follows:

                           "(ii) On the Restructuring  Date and on September 15,
         2002  and   December  15,   2002,   the  Borrower   shall  pay  to  the
         Administrative  Agent for  distribution to the Lenders,  subject to the
         concurrent  payment  to  the  Noteholders  of the  Additional  Required
         Payment  due under the Note  Purchase  Agreement  on such  dates,  that
         portion of each Additional Required Payment payable on such date to the
         extent necessary to reduce the principal amount of Loans outstanding on
         such  date to an amount  not to  exceed  the Loan  Credit  Sublimit  as
         reduced on such date.

                           (iii)  Prior to the  occurrence  of a True-Up  Event,
         upon the occurrence of any Specified  Transaction  the  Obligations are
         subject to mandatory  prepayment from the Net Cash Proceeds  thereof on
         the terms and subject to the conditions set forth in the  Intercreditor
         Agreement with a concomitant  automatic and permanent  reduction in the
         Aggregate  Commitment and the Loan Credit  Sublimit,  as set forth more
         particularly in Section 4(b)(ii) of the Intercreditor Agreement."

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<PAGE>

         5.       Collateral  Audits.  To reflect the  agreement  of the parties
hereto  to allow the  Lenders  to  conduct  periodic  audits of the  Collateral,
effective as of the Effective Date:

                  (a) Section 6.9 of the Credit  Agreement is hereby  amended to
read in its entirety as follows:

                           "6.9.  Inspection.  The Borrower will, and will cause
        each Subsidiary to, permit the  Administrative  Agent, the Documentation
        Agent and the Lenders,  by their respective  representatives and agents,
        to inspect any of the Property, corporate books and financial records of
        the  Borrower  and each  Subsidiary,  to examine  and make copies of the
        books of accounts and other  financial  records of the Borrower and each
        Subsidiary,  to conduct  audits of the  Collateral,  including,  without
        limitation,  the accounts receivable of the Borrower, and to discuss the
        affairs, finances and accounts of the Borrower and each Subsidiary with,
        and to be advised as to the same by, their  respective  officers at such
        reasonable  times  and  intervals  as  the  Administrative   Agent,  the
        Documentation Agent or any Lender may designate."

                  (b) Section 9.7 of the Credit  Agreement is hereby  amended to
insert the sentence at the end of such provision:

         "Notwithstanding   anything   contained   herein,   it   is   expressly
         acknowledged and agreed by the Documentation  Agent, the Administrative
         Agent and the  Lenders  that so long as there has not  occurred  and is
         continuing  a Default or Unmatured  Default  during the period in which
         any audit of the  Collateral  is  conducted  as  permitted  pursuant to
         Section 6.9 above,  the Borrower  shall have no obligation to reimburse
         the  Administrative  Agent, the Documentation  Agent or the Lenders for
         costs and expenses incurred in connection with more than one such audit
         during any consecutive six-month period."

         6.       Modification of Financial Covenants.  To reflect the agreement
of the parties to the  modification  of certain of the  financial  covenants set
forth in the Credit Agreement, effective as of the Effective Date:

                  (a) Section 6.16 of the Credit  Agreement is hereby amended to
read in its entirety as follows:

                           "6.16.  Minimum EBITDA.  The Borrower will not permit
         its EBITDA,  determined as of the last day of each fiscal month for the
         period  of  twelve  (12)  consecutive  months  then  ending  (provided,
         however,  that with  respect to each month ended on or before  December
         31, 2002, such trailing period will be limited to year-to-date 2002) to
         be less than:

                           For Fiscal Month Ending:           Minimum EBITDA
                           ------------------------           --------------
                           March 2002                          $50,000
                           April 2002                          $170,000
                           May 2002                            $385,000




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<PAGE>

                           June 2002                           $960,000
                           July 2002                           $1,350,000
                           August 2002                         $1,955,000
                           September 2002                      $2,785,000
                           October 2002                        $3,445,000
                           November 2002                       $3,840,000
                           December 2002                       $4,345,000
                           January 2003                        $4,540,000
                           February 2003                       $4,875,000
                           March 2003                          $5,450,000
                           April 2003                          $5,800,000
                           May 2003                            $6,150,000
                           June 2003                           $6,635,000
                           July 2003                           $6,995,000
                           August 2003                         $7,375,000

                  (b)      Section  6.18  of  the  Credit  Agreement  is  hereby
amended to read in its entirety as follows:

                           "6.18. Fixed Charge Coverage Ratio. The Borrower will
         not permit the Fixed  Charge  Coverage  Ratio of the  Borrower  and its
         consolidated Subsidiaries, determined as of the last day of each fiscal
         quarter for the four consecutive  fiscal quarter periods ending on such
         date, to be less than:

                      For Fiscal Quarters Ending:        Minimum Required Ratio
                      ---------------------------        ----------------------
                           March 2002                         1.50:1.00
                           June 2002                          1.20:1.00
                           September 2002                     1.10:1.00
                           December 2002                      1.10:1.00
                           March 2003                         1.30:1.00
                           June 2003                          1.50:1.00

                  (c)      Section  6.19  of  the  Credit  Agreement  is  hereby
amended to read in its entirety as follows:

                           "6.19.  Total  Indebtedness / Adjusted  EBITDA Ratio.
         The  Borrower  will not permit the Total  Indebtedness/Adjusted  EBITDA
         Ratio of the Borrower and its consolidated Subsidiaries,  determined as
         of the last day of each fiscal quarter for the four consecutive  fiscal
         quarters then ending, to exceed:

                    For Fiscal Quarters Ending:         Maximum Permitted Ratio
                    ---------------------------         -----------------------
                           March 2002                       7.05:1.00
                           June 2002                        8.60:1.00
                           September 2002                   9.10:1.00
                           December 2002                    7.85:1.00
                           March 2003                       6.30:1.00
                           June 2003                        5.30:1.00


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<PAGE>

                  (d)      Section  6.20  of  the  Credit  Agreement  is  hereby
amended in its entirety as follows:

                           "6.20. Interest Coverage Ratio. The Borrower will not
         permit the Interest Coverage Ratio of the Borrower and its consolidated
         Subsidiaries,  determined as of the last day of each fiscal  quarter of
         the Borrower to be less than:

                           March 2002                                2.10:1.00
                           June 2002                                 1.50:1.00
                           September 2002                            1.25:1.00
                           December 2002                             1.35:1.00
                           March 2003                                1.75:1.00
                           June 2003                                 2.25:1.00

         7.       Additional  Definitional  Changes.  To reflect the addition of
certain  definitions  to the Credit  Agreement and the  modification  of certain
existing definitions:

                  (a) The following new  definitions are hereby added to Article
I of the Credit  Agreement,  in  correct  alphabetical  order,  to read in their
entirety as follows:

  "'Additional Commitment Reduction' is defined in the Intercreditor Agreement."

  "`Additional Required Payment' is defined in the Intercreditor Agreement."

  "`Restructuring Date' is defined in the Intercreditor Agreement."

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<PAGE>


"`Specified Transaction" is defined in the Intercreditor Agreement."


"`True-Up Event" is defined in the Intercreditor Agreement."


                  (b)      The following existing definitions are hereby amended
to read in their entirety as follows:


"`Indebtedness'  means,  with  respect  to  any  Person  at  any  time,  without
duplication,


                           (i) All  liabilities  for borrowed money  (including,
         without   limitation,   under  the   Obligations)  and  its  redemption
         obligations in respect of mandatorily redeemable preferred stock;


                           (ii) All liabilities for the deferred  purchase price
         of property  acquired  by such  Person to the extent  such  liabilities
         should be recorded on such Person's  balance  sheet in accordance  with
         Agreement Accounting  Principles (excluding accounts payable arising in
         the ordinary course of business but including all  liabilities  created
         or  arising  under  any  conditional  sale  or  other  title  retention
         agreement with respect to any such property);


                           (iii) All liabilities  appearing on its balance sheet
         in  accordance  with  Agreement  Accounting  Principles  in  respect of
         Capitalized Leases;


                           (iv) All  liabilities  for borrowed  money secured by
         any Lien with respect to any property owned by such Person  (whether or
         not it has assumed or otherwise become liable for such liabilities);


                           (v) All  liabilities  in respect of letters of credit
         (including,  without limitation,  the Letters of Credit) or instruments
         serving a similar  function issued or accepted for its account by banks
         and  other  financial   institutions   (whether  or  not   representing
         obligations for borrowed money); and


                           (vi) All  Contingent  Obligatins  of such Person with
         respect  to  liabilities  of a type  described  in any of  clauses  (i)
         through (v) hereof.


         Indebtedness of any Person shall include all obligations of such Person
         of the  character  described  in clauses (i) through (vi) to the extent
         such Person remains legally liable in respect  thereof  notwithstanding
         that any such obligation is deemed to be  extinguished  under Agreement
         Accounting Principles.


                           "'EBITDA'  means for any period  and with  respect to
         any Person and all such Person's  Subsidiaries on a consolidated basis,
         (i)  consolidated  net  income  for  such  period  taken  as  a  single
         accounting period,  plus (ii) depreciation,  depletion and amortization
         expense for such period, plus (iii) federal, state and local income (or
         equivalent)  taxes paid or  accrued  for such  period,  plus (iv) total


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<PAGE>

         interest expense for such period (including amortization of capitalized
         Indebtedness  issuance costs),  whether paid or accrued  (including the
         interest component of Capitalized  Leases),  including all commissions,
         discounts  and other fees and charges  owed with  respect to letters of
         credit,  plus (v)  extraordinary,  unusual or non-recurring  losses and
         non-cash   charges  for  any   disposition   of   businesses  or  early
         extinguishment  of  Indebtedness  for  such  period  and  restructuring
         charges  including,  but not limited to,  severance  costs and expenses
         associated with office closures  including  remaining lease obligations
         and reasonable  expenses of the Investment  Banker retained pursuant to
         Paragraph 11, minus (vi)  extraordinary,  unusual or nonrecurring gains
         for such period,  in each case  determined in accordance with Agreement
         Accounting Principles, in the case of clauses (ii) through (vi), to the
         extent included in the determination of net earnings (or loss) for such
         period.


                           "'Lenders'   Allocated  Share'  means  the  aggregate
         principal  amount that the  Lenders  are from time to time  entitled to
         receive from the Collateral Agent in accordance with the  Intercreditor
         Agreement."

         8.       Additional Reporting Requirements. To reflect the agreement of
the  Borrower  to provide  certain  additional  reports and  information  to the
Lenders, effective as of the Effective Date:

                  (a)      Subsection   (ii)  of  Section   6.1  of  the  Credit
Agreement is hereby amended to read in its entirety as follows:

                           "(ii)  Within  30 days  after  the  last  day of each
         calendar  month,  for itself  and the  Subsidiaries,  consolidated  and
         consolidating  unaudited  balance  sheets  as at the close of each such
         month  and   consolidated  and   consolidating   profit  and  loss  and
         reconciliation of surplus  statements and a statement of cash flows for
         the period  from the  beginning  of such fiscal year to the end of such
         month, and,  commencing with the monthly financial  statements provided
         for January 2002 pursuant to this  subsection  (ii),  including a month
         and year-to-date  comparison with forecasts provided to the Lenders for
         such periods  pursuant to  subsection  (x) below,  all certified by its
         chief financial officer.

                  (b) Subsection  (ix) of Paragraph 6.1 of the Credit  Agreement
is hereby renumbered as subsection (xi) and two new subsections (ix) and (x) are
hereby added to read in their entirety as follows:

                           "(ix) No later than November 30, 2002, a forecast, by
         month,  in form and  detail  satisfactory  to the  Lenders,  projecting
         revenue,  expenses and other financial  information for the fiscal year
         of the Borrower commencing January 1, 2003.

                           (x) No later than thirty (30) days following the last
         day of each calendar month an accounts  receivable aging report in form
         and detail satisfactory to the Lenders."

         9.  Additional  Events of  Default.  To reflect  the  agreement  of the
parties to include certain  additional  Defaults in the Credit Agreement and the
other  Loan  Documents  in  consideration  for  the  granting  of the  extension
contained herein and to reflect the concurrent  amendment and restatement of the
Intercreditor Agreement,  effective as of the Effective Date, a new Section 7.15
is hereby added to the Credit Agreement to read in its entirety as follows:

                  "7.15 The  Borrower  or any of the  Noteholders  shall fail to
         observe or perform any term or condition of the Intercreditor Agreement
         or shall attempt to rescind or revoke the Intercreditor Agreement as to
         future transactions or otherwise."

         10. Modification of Letter of Credit Facility. To reflect the agreement
of the parties hereto to extend the permitted outside expiration date of certain

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<PAGE>


Letters of Credit issued under the Credit Agreement and to provide for automatic
renewals of Letters of Credit under certain  circumstances,  effective as of the
Effective Date:

                  (a) Section 2.19 of the Credit  Agreement is hereby amended to
delete the last sentence thereof and to replace the same with the following:

         "Each Letter of Credit  shall be issued  solely in support of workman's
         compensation  insurance  providers  and shall have a stated  expiration
         date no later  than  January 1, 2004.  Each  Letter of Credit  shall be
         automatically  renewed  for  a  one  year  period  upon  the  scheduled
         expiration  date set  forth in such  Letter  of  Credit  and upon  each
         anniversary  of such  expiration  date  unless at least sixty (60) days
         prior to such  expiration  date,  or prior to any  anniversary  of such
         expiration date, the Administrative Agent, as the issuer thereof, shall
         notify both the Borrower and the  beneficiary  of such Letter of Credit
         in writing by registered mail that the Administrative  Agent elects not
         to renew such Letter of Credit."

                  (b) Each Letter of Credit  Outstanding  on the Effective  Date
shall,  at the  request of the  Borrower,  be amended to provide  for  automatic
renewal as provided in Section 2.19 as amended hereby.

                  (c) It is  expressly  acknowledged  and agreed by the Borrower
and  the   Administrative   Agent  that  upon  the  demand  of  any  Lender  the
Administrative Agent shall provide timely notice of non-renewal of any Letter of
Credit."

         11. Retention of Investment  Banker.  On or before January 31, 2003 the
Borrower shall retain an investment banking firm reasonably  satisfactory to the
Lenders (the "Investment Banker") to work with the Borrower's management towards
a  refinancing,   restructuring  or   recapitalization  of  the  Borrower  (such
refinancing,  restructure  or  recapitalization  being referred to herein as the
"Recapitalization  Transaction")  with the goal of  repayment of the Bank Credit
Obligations  and the Senior Note  Obligations (as those terms are defined in the
Intercreditor  Agreement) in full on or before  September 1, 2003.  The Borrower
shall cause an offering  memorandum for the  Recapitalization  Transaction to be
prepared and  distributed no later than April 30, 2003 and shall have obtained a
firm  commitment or signed letter of intent to consummate  the  Recapitalization
Transaction  in form and  substance  reasonably  satisfactory  to the Lenders no
later than July 31, 2003. The Borrower shall organize and participate in monthly
status  conferences  among the Lenders and the  Investment  Banker and cause the
Investment  Banker to provide no less frequently than monthly a status report in
detail   satisfactory   to  the   Lenders   concerning   the   progress  of  the
Recapitalization Transaction,  including, without limitation,  information as to
who has been provided with the offering  memorandum  and the status of responses
with respect thereto. The Borrower acknowledges and agrees that in entering into
this Amendment and agreeing to extend the Facility  Termination Date as provided
hereunder,  the Lenders  have  specifically  relied upon the  agreements  of the
Borrower with respect to the  Recapitalization  Transaction  described above and
that the failure of the Borrower to timely comply with such agreements shall, at
the option of the Lenders,  constitute  a Default  under and for all purposes of
the Credit Agreement and the other Loan Documents.

         12. Supplemental Facility Fee. Pursuant to that certain Third Amendment
to Amended and Restated Credit Agreement dated as of June 29, 2001, the Borrower
agreed,  in consideration  of the extension of the Facility  Termination Date as
provided  for  therein,  to pay to the  Administrative  Agent  for the  pro-rata
benefit of the Lenders, a supplemental facility fee in the amount of $250,000 on
June 15, 2002 (the "Supplemental  Facility Fee"). The parties hereto acknowledge
and agree that effective as of the Effective Date the Supplemental  Facility Fee
shall now be due and payable on September 1, 2003;  provided,  however,  that if


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<PAGE>

the  Borrower  shall  have  repaid  the  Obligations  in full  and the  Lenders'
Commitments  shall  have  terminated  or expired  on or before  such  date,  the
obligation  of  the  Borrower  to  pay  the  Supplemental   Facility  Fee  shall
automatically be deemed cancelled by the Lenders.

         13. Waiver of Existing Defaults. Effective as of the Effective Date the
Administrative  Agent, the Documentation  Agent and the Lenders hereby waive the
Defaults  existing  under the Credit  Agreement  by virtue of the failure of the
Borrower to have been in  compliance  with the  requirements  of Sections  6.16,
6.18,  6.19, and 6.20 of the Credit Agreement at and as of the end of the fiscal
quarter of the Borrower ending in December, 2001 and to waive the Defaults which
exist or which will  exist by virtue of the  failure  of the  Borrower  to be in
compliance of the  requirements  of Section 6.16,  6.18,  6.19,  and 6.20 of the
Credit  Agreement  at and as of the end of the fiscal  quarter  of the  Borrower
ending in March, 2002. The Borrower  acknowledges and agrees that such waiver is
given on a one time basis and that nothing  contained herein shall in any manner
or to any extent  constitute  any  agreement of the  Administrative  Agent,  the
Documentation Agent or the Lenders:  (a) to waive any other Default or Unmatured
Default existing at the date hereof,  whether of not the  Administrative  Agent,
the  Documentation  Agent  or the  Lenders  knew or  should  have  known  of the
existence  of such  Default or  Unmatured  Default,  or (b) to waive any Default
occurring following the execution and delivery of this Amendment,  whether under
Sections 6.16,  6.18,  6.19,  6.20 (other than as expressly  provided above with
respect to Defaults  occurring at and as of the end of the fiscal quarter of the
Borrower ending in March, 2002) or otherwise.

         14.      Effective  Date.  This Amendment  shall be effective as of the
date  first  written  above  upon  the  date  (the  "Effective  Date")  that the
Administrative Agent shall have received:

                  (a)      This   Amendment,   duly   executed  by  all  parties
signatory hereto;

                  (b)      Such corporate resolutions,  incumbency  certificates
and other authorizing documentation as the Lenders shall require;

                  (c)      From each of the Borrower and the Guarantors,  a duly
executed release in the form of that attached hereto as Exhibit B;

                  (d) An amendment fee in the amount of $78,458.00,  such fee to
be  distributed to the Lenders in accordance  with the percentage  each Lender's
Commitment  bears  to the  Aggregate  Commitment  after  giving  effect  to this
Amendment;

                  (e) Evidence  satisfactory to the Administrative Agent that an
amendment to the Intercreditor Agreement in form and substance acceptable to the
Lenders has been or will  concurrently  with the Effective  Date be executed and
delivered  by all  parties  thereto  and that all  conditions  precedent  to the
effectiveness of such amendment will be satisfied; and

                  (f) Such other fees and expenses  (including  attorneys'  fees
and time charges of attorneys for the  Administrative  Agent, the  Documentation
Agent  and the  Lenders)  paid or  incurred  by the  Administrative  Agent,  the
Documentation   Agent  or  any  Lender  in  connection  with  the   preparation,
negotiation,   execution,   delivery,  review,  amendment,   modification,   and
administration of this Amendment  (nothing  contained herein shall in any manner
or to any extent release the Borrower from its obligations  under Section 9.7 of
the Credit  Agreement  to pay such other fees and expenses as may be required to
be paid by the Borrower thereunder).

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<PAGE>

If the  Effective  Date shall not have occurred on or before April 20, 2002 this
Amendment  shall, at the option of the Lenders as evidenced by written notice to
such effect given by the Lenders to the Borrower, terminate and be of no further
force and effect and the Administrative  Agent, the Documentation  Agent and the
Lenders  may  proceed  to  exercise  any and all  rights,  powers  and  remedies
available to them at law, in equity or otherwise.

         15.  Reaffirmation of the Loan Documents.  The Borrower and each of the
Guarantors by executing  this  Amendment as provided  below,  hereby affirms and
agrees that: (a) the execution and delivery by it of and the  performance of its
obligations under this Amendment shall not in any way amend, impair,  invalidate
or otherwise affect any of its obligations  under the Loan Documents to which it
is  party  except  to  the  extent  expressly  amended  hereby,  (b)  the  terms
"Obligations,"  "Guaranteed  Obligations" and "Senior  Creditor  Obligations" as
used in the Loan  Documents  include,  without  limitation,  the  Obligations of
Borrower under the Credit Agreement as amended by this Amendment (and including,
without limitation,  the obligations of the Borrower  hereunder),  (c) except as
expressly amended hereby,  the Loan Documents remain in full force and effect as
written and  constitute  valid,  enforceable  obligations  of such  Persons,  as
applicable,  and  (d)  each of  such  Persons  expressly  waives,  releases  and
absolutely and forever  discharges the  Administrative  Agent, the Documentation
Agent and the Lenders and their respective  shareholders,  directors,  officers,
employees and agents, and their heirs, personal representatives,  successors and
assigns,  from any and all  liability,  claims,  demands,  damages,  actions and
causes of action that any of such Persons may now have, or have had prior to the
date hereof arising out of or relating to the Loan Documents,  the  transactions
contemplated  thereby  and any  action  or  inaction  of any of the  above-named
Persons with respect thereto.

         16.      Representations  and Warranties.  The Borrower and each of the
Guarantors by executing this Amendment as provided below,  hereby represents and
warrants to the Lenders that:

                  (a) It has the  corporate  power and  authority  and the legal
right to execute, deliver and perform this Amendment and has taken all necessary
corporate  action to authorize the execution,  delivery and  performance of this
Amendment.

                  (b) This Amendment has been duly executed and delivered on its
behalf and  constitutes  its legal,  valid and  binding  obligation  enforceable
against it in accordance with the terms of this Amendment.

                  (c) On the date of this  Amendment,  there  does  not  exist a
Default or Unmatured Default which has not been waived hereby.

                  (d) None of such  Persons has any existing  claims,  defenses,
personal or otherwise, or rights of setoff whatsoever with respect to any of the
Loan Documents.

         17.      No Other Amendment.  Except as expressly  amended hereby,  the
Credit  Agreement and other Loan Documents shall remain in full force and effect
as written.

         18.      Counterparts.  This Amendment may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement.

                           [Signature Page Following]




                                       10
<PAGE>


la-562875
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.

           SOS STAFFING SERVICES, INC., as the Borrower



           By:______________________________________________________
           Name:____________________________________________________
           Title:___________________________________________________


           BANK ONE, NA, as the Documentation Agent and a Lender



           By:______________________________________________________
           Name:____________________________________________________
           Title:___________________________________________________


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



           By:______________________________________________________
           Name:____________________________________________________
           Title:___________________________________________________


ACKNOWLEDGED AND AGREED as of the 15th day of April, 2002:

INTELIANT CORPORATION



By:
Name:
Title:


SERVCOM STAFF MANAGEMENT, INC.



By:
Name:
Title:


                                       S-1
<PAGE>

SOS COLLECTION SERVICES, INC.



By:
Name:
Title:


DEVON & DEVON PERSONNEL SERVICES, INC.



By:
Name:
Title:

                                       S-2


<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                                   REPLACEMENT
                               COMMITMENT SCHEDULE
                           (as of the Effective Date)


LENDER                                          COMMITMENT         PERCENTAGE

Bank One, NA                                    $10,000,000          62.50%

Wells Fargo Bank, National Association          $6,000,000           37.50%

TOTAL:                                          $16,000,000          100.00%

                                       1


<PAGE>


                                                                       EXHIBIT B
                                                                       ---------


                                RELEASE AGREEMENT


         THIS RELEASE  AGREEMENT (the "Release  Agreement") is made and dated as
of the 15th day of April, 2002 by the each of SOS STAFFING  SERVICES,  INC. (the
"Borrower"),  and INTELIANT  CORPORATION,  SERVCOM STAFF  MANAGEMENT,  INC., SOS
COLLECTION   SERVICES,   INC.  and  DEVON  &  DEVON  PERSONNEL  SERVICES,   INC.
(collectively and severally,  the "Guarantors") (the Borrower and the Guarantors
being referred to herein,  collectively  and severally,  as the  "Releasors") in
favor of the Releasees (as defined below).

                                    RECITALS

         A. Pursuant to that certain Amended and Restated Credit Agreement dated
as of July 27,  1998 by and among  the  Borrower,  Wells  Fargo  Bank,  National
Association  ("Wells  Fargo") and Bank One, NA ("Bank  One"),  as the  "Lenders"
thereunder,  Wells Fargo, as Administrative  Agent for the Lenders, and Bank One
as  Documentation  Agent  for the  Lenders  (as  amended  to date,  the  "Credit
Agreement," and with  capitalized  terms not otherwise  defined herein used with
the meanings  given such terms in the Credit  Agreement),  the Lenders agreed to
extend credit to the Borrower,  on the terms and subject to the  conditions  set
forth therein and in the other Loan Documents,  including,  without  limitation,
that the Guarantors absolutely and unconditionally guaranty the Obligations.

         B. There exist certain  Defaults under the Credit  Agreement  which the
Borrower has requested that the Lenders waive and, in addition, the Borrower has
requested that the Lenders extend the term of the credit facilities evidenced by
the Credit Agreement.

         C. The Lenders have agreed to provide such waiver and  extension on the
terms and subject to the conditions set forth in that certain Fifth Amendment to
Amended and Restated  Credit  Agreement and Waiver dated  concurrently  herewith
(the  "Fifth  Amendment").  One  condition  to the  effectiveness  of the  Fifth
Amendment is the execution and delivery by Releasors of this Release Agreement.

         D. Releasors  desire to deliver this Release  Agreement in satisfaction
of such condition.

         NOW,  THEREFORE,  in  consideration of the above Recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, Releasor hereby agrees as follows:

                                    AGREEMENT
                                    ---------

         1. Each  Releasor  and each of its  successors  and  assigns  do hereby
forever   release,   discharge  and  acquit  the   Administrative   Agent,   the
Documentation  Agent,  the Lenders and their respective  parent,  subsidiary and
affiliate corporations, and their officers, directors,  shareholders, agents and
employees,  and  their  successors,   heirs,  and  assigns,  and  each  of  them
(collectively  and  severally,  "Releasees"),  of and  from  any  and all of the
following   (collectively  and  severally,   "Claims"):   All  claims,  demands,
obligations,  liabilities,  indebtedness, breaches of contract, breaches of duty
or any relationship, acts, omissions, misfeasance,  malfeasance, cause or causes
of  actions,   debts,  sums  of  money,  accounts,   compensations,   contracts,

                                       1
<PAGE>


controversies,  promises,  damages,  costs, losses and expenses,  of every type,
kind,  nature,  description or character,  and  irrespective  of how, why, or by
reason of what facts, whether heretofore,  now existing or hereafter arising, or
which  could,  might,  or may be claimed  to exist,  or  whatever  kind or name,
whether known or unknown, suspected or unsuspected,  liquidated or unliquidated,
each as though fully set forth herein at length,  which in any way arise out of,
are  connected  with the  Credit  Agreement  and the other Loan  Documents,  the
Intercreditor  Agreement (as amended and restated as of the date hereof) and the
transactions  contemplated  thereby,  as well as any action or  inaction  of any
Releasee with respect to the Credit  Agreement,  the other Loan Documents and/or
the Intercreditor Agreement and the transactions contemplated thereby.

         2. Each Releasor hereby  acknowledges  that the matters released herein
are not  limited  to matters  which are known or  disclosed,  and each  Releasor
hereby waives any and all rights and benefits which it now has, or in the future
may have,  conferred  upon it by virtue of the provisions of Section 1542 of the
Civil Code of the State of California  (or any analogous  provision of any other
jurisdiction) which provides as follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
 KNOW OR SUSPECT  TO EXIST IN HIS FAVOR AT THE TIME OF  EXECUTING  THE  RELEASE,
 WHICH IF KNOWN BY HIM MUST HAVE  MATERIALLY  AFFECTED HIS  SETTLEMENT  WITH THE
 DEBTOR.

Each Releasor  further  acknowledges  that factual matters now unknown to it may
have given or may  hereafter  give rise to Claims which are  presently  unknown,
unanticipated  and unsuspected,  and it further agrees,  represents and warrants
that this Release Agreement has been negotiated and agreed upon in light of that
realization  and that it nevertheless  hereby intends to release,  discharge and
acquit the parties set forth hereinabove from any such unknown Claims.

         3. Each Releasor  acknowledges  that the acceptance of delivery of this
Release Agreement by the Administrative  Agent, the Documentation  Agent and the
Lenders  on behalf of all  Releasees  shall  not be  deemed or  construed  as an
admission of liability  by any  Releasee,  and each  Releasee  hereby  expressly
denies liability of any nature whatsoever arising from or related to the subject
of the within release.

         4. Each  Releasor  represents  and  warrants  that it has had advice of
counsel  of its own  choosing  in  negotiations  for and the  execution  of this
Release Agreement, that it has read this Release agreement, that it has had this
Release Agreement fully explained by such counsel, and that it is fully aware of
its contents and legal effect.

         5.  This  Release  Agreement  shall be  governed  by and  construed  in
accordance  with the internal  laws of the State of  California  without  giving
effect to its choice of law rules.

                           [Signature Page Following]

                                       2

<PAGE>


         DATED:  April 15, 2002.



                  SOS STAFFING SERVICES, INC.



                  By:
                  Name:
                  Title:


                  INTELIANT CORPORATION



                  By:
                  Name:
                  Title:


                  SERVCOM STAFF MANAGEMENT, INC.



                  By:
                  Name:
                  Title:


                  SOS COLLECTION SERVICES, INC.



                  By:
                  Name:
                  Title:


                  DEVON & DEVON PERSONNEL SERVICES, INC.



                  By:
                  Name:
                  Title:

                                       3