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                                                                   EXHIBIT 10.22

                                REMEDYTEMP, INC.

                           DEFERRED COMPENSATION PLAN

                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005

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                                REMEDYTEMP, INC.

                           DEFERRED COMPENSATION PLAN

     THIS DEFERRED COMPENSATION PLAN is amended and restated effective January
1, 2005, with reference to the following:

A. The Company originally adopted this Plan effective as of September 29, 1997,
to provide key employees a tax deferred, capital accumulation, retention
program.

B. This Plan is intended to provide benefits to a select group of management or
highly compensated personnel in order to attract and retain the highest quality
executives. This Plan is not intended to be a qualified plan within the meaning,
of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended
(the "Code") but is intended to be a nonqualified deferred compensation plan
that complies with the terms of Code section 409A.

C. This Plan is intended to be an unfunded plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Company
contributions and voluntary compensation deferrals shall be held in a "Rabbi
Trust," as that term is defined in Revenue Procedure 99-64, 1992-9 C.B. 493.

     NOW, THEREFORE, the Company hereby adopts this amendment and restatement of
the RemedyTemp. Inc. Deferred Compensation Plan on the following terms and
conditions:

1.   Definitions. Whenever used in this Plan, the following words and phrases
     shall have the meaning set forth below, unless a different meaning is
     expressly provided or plainly required by the context in which the words or
     phrases are used:

     1.1 Beneficiary means a person designated by a Participant to receive Plan
benefits in the event of the Participant's death.

     1.2 Board means the Board of Directors of RemedyTemp, Inc. and its
successors.


     1.3 CEO means the Chief Executive Officer of the Company and his
successors.

     1.4 Change in Control means any one or more of the following:

     (I)  The acquisition by any individual, entity or group (within the meaning
          of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 50% or more of either (1) the
          then-outstanding shares of common stock of the Company (the
          "Outstanding Company Common Stock") or (2) the combined voting power
          of the then-outstanding voting securities of the Company entitled to
          vote generally in the election of directors (the "Outstanding Company
          Voting Securities"); provided, however, that, for purposes of this
          definition, the following acquisitions shall not constitute a Change
          in Control; (A) any acquisition directly from the Company, (B) any
          acquisition by the Company, (C) any acquisition by any employee
          benefit plan


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          (or related trust) sponsored or maintained by the Company or any
          affiliate of the Company or a successor, or (D) any acquisition by any
          entity pursuant to a transaction that complies with clauses (iii)(A),
          (B) and (C) below;

     (II) Individuals who, as of the Effective Date, constitute the Board (the
          "Incumbent Board") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
          a director subsequent to the Effective Date whose election, or
          nomination for election by the Company's shareholders, was approved by
          a vote of a least a majority of the directors then comprising the
          Incumbent Board (including for these purposes, the new members whose
          election or nomination was so approved, without counting the member
          and his predecessor twice) shall be considered as though such
          individual were a member of the Incumbent Board, but excluding, for
          this purpose, any such individual whose initial assumption of office
          occurs as a result of an actual or threatened election contest with
          respect to the election or removal of directors or other actual or
          threatened solicitation of proxies or consents by or on behalf of a
          Person other than the Board;

     (III) Consummation of a reorganization, merger, statutory share exchange or
          consolidation or similar corporate transaction involving the Company
          or any of its subsidiaries, a sale or other disposition of all or
          substantially all of the assets of the Company, or the acquisition of
          assets or stock of another entity by the Company or any of its
          subsidiaries (each, a "Business Combination"), (A) all or
          substantially all of the individuals and entities that were the
          beneficial owners of the Outstanding Company Common Stock and the
          outstanding Company Voting Securities immediately prior to such
          Business Combination beneficially own, directly or indirectly, more
          than 50% of the then-outstanding shares of common stock and the
          combined voting power of the then-outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the entity resulting from such Business Combination
          (including, without limitation, an entity that, as a result of such
          transaction, owns the Company or all or substantially all of the
          Company's assets directly or through one or more subsidiaries (a
          "Parent")) in substantially the same proportions as their ownership
          immediately prior to such Business Combination of the Outstanding
          Company Common Stock and the Outstanding Company Voting Securities, as
          the case may be, (B) no Person (excluding any entity resulting from
          such Business Combination or a Parent or any employee benefit plan (or
          related trust) of the Company or such entity resulting from such
          Business Combination or Parent) beneficially owns, directly or
          indirectly, more than 50% of, respectively, the then-outstanding
          shares of common stock of the entity resulting from such Business
          Combination or the combined voting power of the then-outstanding
          voting securities of such entity, except to the extent that the
          ownership in excess of 50% existed prior to the Business Combination,
          and (C) at least a majority of the members of the board of directors
          or trustees of the entity resulting from such Business Combination or
          a Parent were members of the Incumbent Board at the time of the
          execution of the initial agreement or of the action of the Board
          providing for such Business Combination; or

     (IV) Approval by the shareholders of the Company of a complete liquidation
          or dissolution of the Company other than in the context of a
          transaction that does not constitute a Change in Control under clause
          (iii) above.


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     1.5 Company means RemedyTemp, Inc., a California corporation, and other
subsidiaries or affiliated companies of RemedyTemp, Inc. that have been or are
in the future permitted by RemedyTemp, Inc. to join the Plan as an additional
Company in accordance with this Plan. Notwithstanding any other provision in the
Plan to the contrary, RemedyTemp, Inc. shall have the power, acting alone and
without the consent of any other entity or person, to amend or terminate the
Plan, to appoint the Trustee and members of the Board or to exercise other
powers reserved to the Company, and such act by RemedyTemp, Inc. shall be
binding on the other Companies that have adopted the Plan and all other persons
interested in the Plan. The Company shall act through a resolution of the Board
or the executive committee of the Board, or, if applicable, may act through a
delegate of the Board or executive committee. A reference to "Company" shall be
deemed to include RemedyTemp, Inc., provided that notwithstanding anything in
the Plan to the contrary, any power reserved to the Company may be exercised by
RemedyTemp, Inc. acting alone, without the necessity of further action or
consent by the Trustee, other Companies, the Board, or any other person.

     1.6 Disability means, with respect to a Participant, (i) the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, or (ii) the receipt of income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering
employees of the participant's employer, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months. A
Participant who has suffered a Disability shall be Disabled within the meaning
of this Section 1.6.

The determination of whether a Participant is Disabled shall be made by the CEO.
A Participant who believes he has suffered a Disability shall make application
to the CEO, on a form prescribed by the CEO, for a determination of whether he
is Disabled. The Participant shall cooperate in providing any information to the
CEO that he or she requires in making the determination, including, but not
limited to, access to the Participant's medical records, direct contact with his
physician and physical examination by a physician selected by the Company. Any
Participant who does not fully cooperate shall be deemed not Disabled by the CEO
and shall be so notified. Any determination by the CEO that a Disability exists
under the provisions of this Section 1.6 shall be final, subject to the review
procedures set forth in Section 7.5.

     1.7 Financial Hardship means an unanticipated emergency that is caused by
an event beyond the control of the Participant that would result in severe
financial distress to the Participant resulting from (i) a sudden and unexpected
illness or accident of the Participant or a dependent of the Participant (as
defined in section 152(a) of the Code), (ii) a loss of the Participant's
property due to casualty, or (iii) such other extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Committee.

     1.8 Key Employee means an employee of the Company, selected by the CEO, who
is a member of a select group of management or highly compensated employees
within the


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meaning of ERISA Section 201(2) and who is a "highly compensated employee" as
that term is defined in section 414(q) of the Internal Revenue Code of 1986, as
amended, or would be a highly compensated employee but for satisfaction of the
lookback requirement of section 414(q); provided that if such employee becomes
eligible to participate in the 401(k) plan either by reason of an amendment to
such plan or because such employee no longer falls within the definition of a
highly compensated employee, such employee shall no longer be eligible to
participate in this Plan.

     1.9 Participant means a Key Employee designated by the CEO, in writing, to
participate in the benefits under the Plan who timely files a written election
pursuant to Section 2.4, below, and a former Employee who, at the time of his
termination from employment, retirement, death, or occurrence of Disability,
retains, or whose beneficiary retains, benefits earned under the Plan in
accordance with its terms. A Participant is considered an active participant in
the Plan until the earliest of the following: (i) the Participant retires, dies
or becomes Disabled under the terms of this Plan; or (ii) the Participant is
determined or believed by the CEO to no longer qualify as a member of a "select
group of highly compensated or management employees" and such Participant has
received distribution of his entire benefit hereunder; or (iii) the Participant
terminates employment with the Company.

     1.10 Plan means the RemedyTemp, Inc. Deferred Compensation Plan as amended
and restated effective January 1, 2005 by this document and the Trust Agreement
established in connection herewith.

     1.11 Plan Committee means the individuals appointed by the Board from time
to time to administer the Plan as provided herein.

     1.12 Plan Quarter means one quarter of the Plan Year. Any Plan Year
consists of the following Plan Quarters: (i) January 1 through March 31 (ii)
April 1 through June 30 (iii) July 1 through September 30; or (iv) October 1
through December 31.

     1.13 Plan Year means the period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.

     1.14 Plan Year Compensation means the total income paid to an Active
Participant by the Company during any Plan Year or portion thereof in which he
is a Participant in this Plan, as reflected on the Participant's form W-2. For
purposes of the elections under Section 2.4 of this Plan, Plan Year Compensation
shall consist of one or more of the following types of income: annual base
salary or annual bonus.

     1.15 Specified Employee shall mean a key employee (as defined in section
416(i) of the Code without regard to paragraph (5) thereof) of a corporation any
stock of which is publicly traded on an established securities market.

     1.16 Trust Agreement means the grantor trust established in connection with
this Plan between the Company as grantor and the Trustee.


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     1.17 Trustee means Union Bank of California, N.A. or any successor
institutional trustee named to succeed such Trustee under the terns of the Trust
Agreement established in connection with this Plan.

2. Participation.

     2.1 Eligibility. A Key Employee of the Company is eligible to participate
in this Plan on the first day of the Plan Quarter first following the date as of
which both of the following events have occurred: (A) the CEO has designated him
or her in writing as a Participant in the Plan or the Participant becomes a Key
Employee, as defined in Section 1.7 during the Plan Year, and (B) the Key
Employee has made a Written Election in accordance with the terms of Section 2.4
below.

     2.2 Entry Date. Any Key Employee who has met the Eligibility Requirements
specified in Section 2.1 as of the Effective Date of this Plan shall become a
Participant in the Plan as of the Effective Date. If any employee of the Company
becomes a Key Employee, as defined in Section 1.7, such employee shall be
eligible to participate in the Plan on the first day of the following Plan
Quarter.

     2.3 Designation. The CEO shall designate for each Plan Year, in writing,
the name of each Key Employee who shall be entitled to participate in the Plan
for the Plan Year. Such designation by the CEO shall occur on a date such that
each designated Key Employee shall have sufficient time to make his Written
Election as required by Section 2.4 below. The CEO may designate employees as
Key Employees during the Plan Year.

     2.4 Written Election by Participant. Each Key Employee designated by the
CEO as a Participant for a Plan Year shall submit a Written Election prior to
the first day of the Plan Year in which he will be a Participant; provided,
however, that if permitted under rules established by the Plan Committee, if the
Participant is entitled to a bonus that is determined to be performance based
compensation within the meaning of Code section 409A and related guidance issued
by the Internal Revenue Service thereunder, an election to defer such
compensation may be made at any time prior to six (6) months before the end of
the measuring period for the determination of the amount of such bonus. If an
employee becomes eligible to participate in the Plan after the beginning of the
Plan Year, such employee must make an election, with respect to services
performed and Plan Year Compensation earned subsequent to the election, within
thirty (30) days from the Participant's Entry Date.

     (A) Such Written Election shall be made on the form presented to the Key
Employee by the Plan Committee and shall set forth:

     (1)  his election to participate in this Plan under the terms hereof;

     (2)  the amount of Plan Year Compensation, including bonus compensation,
          the Key Employee has determined to defer under the Plan for the Plan
          Year, pursuant to Section 3.1 below;


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     (3)  the investment vehicles into which the Key Employee desires to have
          his Account invested, as provided in Section 3.3 below, and the
          percentage of his Account allocated to each elected investment
          vehicle;

     (4)  the date on which his benefit is to be distributed which is the
          earlier of (a) the date specified for an In Service Withdrawal or (b)
          the later of (i) a specific date or (ii) when he terminates employment
          with the Company due to termination of service, retirement, Disability
          or death;

     (5)  the form in which his benefit is to be distributed upon termination of
          service or retirement.

     (B) A Participant's most recently submitted Written Election shall remain
in effect for subsequent Plan Years until the Participant changes it in
accordance with the following:

     (1)  A Participant may change the amount of Plan Year Compensation he will
          defer under the Plan for future Plan Years by submitting a new Written
          Election to the Company. Such new election must be submitted to the
          Company on or before the seventh (7th) day immediately preceding the
          Plan Year for which the new election is to be effective. Any election
          of the amount of Plan Year Compensation to defer for a given Plan Year
          shall be irrevocable on and after the first day of the Plan Year for
          which the election was made.

     (2)  A Participant may change the investment vehicle(s) and the percentage
          of his Account allocated to each investment vehicle by completing and
          submitting any form or forms required by the Company.

     (3)  A Participant may change the date or form of distribution by
          submitting a new Written Election to the Company, provided that (i)
          such change is submitted not later than the end of the second calendar
          year preceding the calendar year of the originally designated date of
          distribution, (ii) the new date of distribution, if any, is subsequent
          to the original date of distribution (iii) any change does not take
          effect until twelve (12) months after the change is executed (iv) if
          the change relates to payment of Retirement Benefit or Termination of
          Service Benefit the payment with respect to such election must be
          deferred for a period of no less than five (5) years from the date
          such payment would otherwise have been made, and (v) a change to the
          payment of an In-Service Withdrawal must be made no later than twelve
          (12) months before the date of the first scheduled payment.

Notwithstanding Section 2.4(B) a Participant may elect during all or part of the
calendar year 2005 to terminate participation in the Plan or cancel his Written
Election provided that the amounts subject to the termination or cancellation
are includible in income of the Participant in the calendar year 2005, or if
later, the taxable year in which the amounts are earned and vested.

     2.5 Duration of Participation. Any Key Employee who has become a
Participant at any time shall remain a Participant, even though he is no longer
an Active Participant, until his


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entire benefit under the terms of the Plan has been paid to him (or to his
Beneficiary in the event of his death), at which time he ceases to be a
Participant.

     2.6 Maintenance of Records. The annual Designation of Participants by the
CEO shall be maintained in the corporate minute book. The Written Elections by
Participants shall be maintained in the corporate records with all other files
pertaining to this Plan by the Plan Committee.

3. Contributions and Allocation.

     3.1 Participant Contributions. A Participant may elect to defer each Plan
Year a portion, up to 100%, of his Plan Year Compensation provided that a
Participant may not defer an amount less than the minimum established from year
to year by the Plan Committee. For the initial Plan Year, such minimum shall be
$5,000. Such election shall designate the amount of income deferred during the
Plan Year, in actual dollar amounts or percentages. Once a Participant's
contributions for a Plan Year reach his elected dollar amount or percentages,
such Participant shall not be allowed to defer additional portions of his Plan
Year Compensation for the remainder of the Plan Year. Any deferred amounts in
excess of his elected dollar amount shall be refunded to the Participant as soon
as practicable.

     3.2 Allocation of Contributions. All amounts which a Participant elects to
defer under the terms of this Plan shall be allocated to his Account. Each such
Participant Account shall be credited with earnings as provided in Section 3.3
below.

     3.3 Credited Earnings. The Account of each Participant shall be credited
with the actual earnings on the investments allocated to his Account monthly at
the close of the month. Each Participant shall have the right to designate
investments in which all amounts allocated to his Account hereunder are deemed
to be invested and to change such designation monthly. Notwithstanding the
foregoing, the Trustee shall, at the direction of the Plan Committee, have the
duty and authority to invest the trust assets and funds in accordance with the
terms of the Trust Agreement, and all rights associated with the trust assets
shall be exercised by the Trustee as designated by the Plan Committee and shall
in no event be exercisable by or be settled upon Participants or their
Beneficiaries.

     3.4 Forfeitures. If any amount of Participant Contributions is forfeited in
any year, such forfeited amounts shall be returned to the Company.

     3.5 Funding. The assets of the Plan shall be held under the Trust Agreement
(a "grantor trust") designated in Section 1.16 above. As such, the Plan is
intended to be an unfunded plan for purposes of the requirements of ERISA and
the Code. Notwithstanding the provisions under the terms of the Plan that
amounts contributed to this Plan, plus earnings thereon, shall be allocated to
separate Accounts of Participants, all such amounts credited to such individual
Accounts shall remain the general assets of the Employer, and as such shall
remain subject to the claims of the general creditors of the Company. This Plan
and the related Trust Agreement do not create, nor does any Employee,
Participant or Beneficiary have, any right with respect to any specific assets
of the Company or the Plan.


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4. Vesting of Accounts. The Account of each Participant shall be 100% vested in
such Participant at all times.

5. Types of Benefits.

     5.1 Retirement Benefit. A Participant's Retirement Benefit is the unpaid
balance of his or her Account which equals the total of all contributions made
by the Participant and allocated to the Participant's Account and all earnings
credited to the Account in accordance with the terms of the Plan and the Trust
Agreement, less any distributions already paid. In the case of a Specified
Employee as that term is defined in Section 1.15, the Retirement Benefit shall
not be made earlier than six (6) months after the date of termination of
employment with the Company (or, if earlier, the date of death of the
Participant). If a Participant makes a change in the form of distribution on the
Written Election, such election may not take effect until twelve (12) months
after the date on which the election is made, and the first payment with respect
to such election must be deferred for a period of five (5) years from the date
such payment would otherwise have been made.

     5.2 Termination of Service Benefit. If a Participant elects to receive his
or her Retirement Benefit upon termination of his employment with the Company,
the Company will pay the Retirement Benefit, calculated under Section 5.1, under
the applicable form elected by the Participant in the Written Election. In the
case of a Specified Employee as that term is defined in Section 1.15, the
Termination of Service Benefit shall not be made earlier than six (6) months
after the date of termination of employment with the Company (or, if earlier,
the date of death of the Participant).

     5.3 Disability Benefit. If a participant becomes Disabled as defined in
Section 1.6 above, the Company will pay the Retirement Benefit, calculated under
Section 5.1, under the applicable form elected by the Participant in the Written
Election.

     5.4 Death Benefit.

          (A) If a Participant dies after a distribution has commenced or if the
     Company has not purchased a life insurance contract in connection with the
     Participant's Retirement Benefit, the Company will continue the payments of
     such distribution otherwise due to the Participant to his or her designated
     Beneficiary, under the applicable form elected by the Participant in the
     Written Election.

          (B) If a Participant dies while still employed by the Company and the
     Company has purchased a life insurance contract in correction with such
     Participant's Retirement Benefit, the Company will pay the Participant's
     designated Beneficiary the greater of the Retirement Benefit as determined
     under Section 5.1 above or the Projected Retirement Benefit (as defined
     below), under the applicable form elected by the Participant in his Written
     Election. "Projected Retirement Benefit" means the amount determined by
     projecting the Participant's contribution for the Participant's first year
     of


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     participation hereunder at an assumed earnings rate determined by the Plan
     Committee to retirement at Normal Retirement Age.

     5.5 In-Service Withdrawal. A Participant may designate, at the time of
deferral, a date in the future for receipt of an In-Service Withdrawal. Such
withdrawal may be paid while the Participant remains employed with the Company,
but shall be paid without Credited Earnings attributable to such Participant
Contribution (which Credited earnings shall be distributed upon termination of
employment or retirement) in four (4) equal yearly installments commencing on
January 1: of the second Plan Year following the Plan Year of deferral (the
"In-Service Commencement Year"); provided, however, that a Participant may elect
to defer commencement of an In-Service Withdrawal for an additional five years
by delivery to the Company of a written election not later than the last day of
the Plan Year prior to the Plan Year immediately preceding the In-Service
Commencement Year.

     5.6 Financial Hardship Benefit. A Participant may request a portion of the
Retirement Benefit as a Financial Hardship Benefit at any time by providing the
Plan Committee, to its satisfaction, with a written election to do so, proof of
an unforeseeable financial hardship, and proof that all other financial
resources have been explored and utilized. The amount of a Financial Hardship
Benefit shall be limited to the lesser of the amount needed for the Financial
Hardship plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or by
liquidation of the Participant's assets. In consideration for receiving a
Financial Hardship Benefit, the Participant will not be permitted to make
further contributions to the Plan for the remainder of the Plan Year and the
following Plan Year.

6. Distributions.

     6.1 Form of Benefits. The Company shall pay benefits in the form associated
with Type of Benefit elected by the Participant, and, to the extent a Type of
Benefit may be distributed in various forms, the Company shall pay benefits in
the form elected by the Participant. The forms of benefits associated with the
Types of Benefits are the following:

          (A) Retirement Benefit, Termination of Service Benefit, Disability
     Benefit, and Death Benefit shall be paid in (i) one lump sum; (ii) 5 yearly
     installments; (iii) 10 yearly installments; or (iv) 15 yearly installments
     or (v) a Participant may elect to have the Company purchase an annuity on
     his behalf for the amount of his benefit as provided in Sections 5.1
     through 5.4, above, respectively;

          (B) In-Service Withdrawal shall be paid as provided in Section 5.6
     above; and

          (C) Financial Hardship Benefit shall be paid in one lump sum.

     6.2 Commencement of Payments. The Company will pay, or begin to pay, the
Types of Benefits under this Plan to the Participant in accordance with the
following:


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          (A) Retirement Benefit, Disability Benefit, and Death Benefit payments
     shall commence on the later of (i) the date specified in the Participant's
     initial election form or (ii) January 15 of the Plan Year immediately
     following the date on which the Participant retires, becomes disabled, or
     dies;

          (B) Termination of Service Benefit shall commence on the later of (i)
     the date specified in the Participant's initial election form or (ii)
     January 15 of the Plan Year immediately following the date on which the
     Participant, terminates service, except in the case of a Specified Employee
     as that term is defined in Section 1.15, the Termination of Service Benefit
     shall not be made earlier than six (6) months after the date of termination
     of employment with the Company (or, if earlier, the date of death of the
     Participant).

          (C) In-Service Withdrawal payments shall commence on the date
     designated by the Participant on the Written Election pursuant to Section
     2.4, provided that such payments are from Participant Contributions that
     have been in such Participant's Account for at least three years;

          (D) Financial Hardship Benefit payments shall be made as soon as
     reasonably practicable after a request for a Financial Hardship Benefit is
     approved by the Plan Committee.

7. Amendment, Termination of Plan; Change in Control.

     7.1 Amendment. The Company reserves the right to amend the Plan at any time
by resolution of the Plan Committee. The Plan Committee will determine the
effective date of any such amendment. The amendment may not deprive any
Participant or Beneficiary of any portion of a benefit under the terms of this
Plan at the time of the amendment.

     7.2 Termination of Plan. The Company reserves the right to terminate the
Plan at any time by resolution of the Plan Committee. In the event of Plan
termination, the Company shall determine the Account Balances of the
Participants as if they had experienced a Termination of Employment on the date
of Plan termination or, if Plan termination occurs after the date upon which a
Participant was eligible to Retire, then with respect to that Participant as if
he or she had Retired on the date of Plan termination within thirty (30) days of
the Plan's termination. Benefits so determined will be distributed as provided
in Sections 5 and 6 above.

     7.3 Change in Control. In the event of a Change in Control, the Plan shall
terminate and the provisions of Section 7.2 shall control.

8. Benefits Not Funded. Participants and Beneficiaries have the status of
unsecured creditors of the Company, and the Plan constitutes a mere promise by
the Company to make benefit payments in the future. A Participant's or
Beneficiary's interest in the Plan is an unsecured claim against the general
assets of the Company, and neither the Participant nor a Beneficiary has any
right against the account until the Plan has distributed the benefit. All
amounts credited to an account are the general assets of the Company and may be
disposed of or used by the Company in such manner as it determines.


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Notwithstanding the first paragraph of this Section 8, the Company may transfer
assets to a trust pursuant to a Trust Agreement, a copy of which is attached.
Such trust is intended to (i) be a grantor trust, as defined in Section 671 of
the Code and (ii) assist the Company to meet its obligations under the Plan.

It is the intention of the parties that this Plan and the accompanying trust
shall constitute an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of the Employee Retirement Income Security Act
of 1974.

9. Administration.

     9.1 Plan Committee. The Plan shall be administered by the Plan Committee.
The Plan Committee shall have full authority and power to administer and
construe the Plan, subject to applicable requirements of law. Without limiting
the generality of the foregoing, the Plan Committee shall have the powers
indicated in the foregoing Sections of the Plan and the following additional
powers and duties:

          (A) To make and enforce such rules and regulations as it deems
     necessary or proper for the administration of the Plan;

          (B) To interpret the Plan and to decide all questions concerning the
     Plan;

          (C) To determine the amount and the recipient of any payments to be
     made under the Plan;

          (D) To designate and value any investments deemed held in the
     Accounts; and

          (E) To make all other determinations and to take all other steps
     necessary or advisable for the administration of the Plan.

All decisions made by the Plan Committee pursuant to the provisions of the Plan
shall be made in its sole discretion and shall be final, conclusive, and binding
upon all parties.

     9.2 Delegation of Duties. The Plan Committee may delegate such of its
duties and may engage such experts and other persons as it deems appropriate in
connection with administering the Plan. The Plan Committee shall be entitled to
rely conclusively upon, and shall be fully protected in any action taken by the
Plan Committee, in good faith in reliance upon any opinions or reports furnished
them by any such experts or other persons.

     9.3 Indemnification of Committee. The Company agrees to indemnify and to
defend to the fullest extent permitted by law any person serving as a member of
the Plan Committee, and each employee of the Company or any of its affiliates
appointed by the Plan Committee to carry out duties under this Plan, against all
liabilities, Carnages, costs and expenses (including attorneys' fees and amounts
paid in settlement of any claims approved by the Company)


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<PAGE>

occasioned by any act or omission to act in connection with the Plan, if such
act or omission is in good faith.

     9.4 Liability. To the extent permitted by law, neither the Plan Committee
nor any other person shall incur any liability to any acts or for any failure to
act except for liability arising out of such person's own willful misconduct or
willful breach of the Plan.

     9.5 Claims Review Procedure.

          (A) A claim for benefits may be filed, in writing, with the Plan
     Committee. A written disposition of a claim shall be furnished to the
     claimant within a reasonable time after the claim for benefits is filed. In
     the event a claim for benefits is denied, the Plan Committee shall provide
     the claimant with the reasons for denial.

          (B) A claimant whose claim for benefits was denied may file for a
     review of such denial, with the Plan Committee, no later than 60 days after
     he has received written notification of the denial.

          (C) The Plan Committee shall give a request for review a full and fair
     review. If the claim for benefits is denied upon completion of a full and
     fair review, notice of such denial shall be provided to the claimant within
     60 days after the Plan Committee's receipt of such written claim for
     review. This 60-day period may be extended in the event of special
     circumstances. Such special circumstances shall be communicated to the
     claimant in writing within the 60-day period. If there is an extension, a
     decision shall be made as soon as possible, but not later than 120 days
     after receipt by the Plan Committee of such claim for review.

          (D) If benefits are provided or administered by an insurance company,
     insurance service, or other similar organization subject to regulation
     under the insurance laws of a state, the claims procedure relating to these
     benefits shall be the procedure used by that entity. In addition, that
     company, service, or organization will be the entity to which claims are
     addressed.

10. General Provisions.

     11.

     10.1 Designation of Beneficiary. Each Participant shall designate, in
writing, prior to the date he or she first becomes a Participant in the Plan,
one or more beneficiaries to receive his benefit under the provisions of Section
5.4. The Participant shall file the written designation with the Plan Committee.
The Participant may revoke a previous beneficiary designation by filing a new
written beneficiary designation with the Plan Committee.

In any event, if a Participant or Beneficiary who has designated another
Beneficiary is divorced, all beneficiary designations executed prior to the
effective date of the dissolution of marriage (or other decree or order entered
under applicable state law) are automatically revoked under the terms of this
Section 10.1. In such event, the Participant or Beneficiary may designate one or
more Beneficiaries in accordance with the terms of this Section 10.1. If none is
made following


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<PAGE>

the effective date of the dissolution of the marriage, the individual's benefit
shall pass under the laws of interstate succession and the terms of the next
following paragraph.

If a Participant fails to file a valid designation of beneficiary with the Plan
Committee under the provisions of this Section 10.1, or if a designated
Beneficiary fails to survive to receive any or all payments due hereunder, then
the death benefit payable under this Plan shall be payable to the Participant's
(or the Beneficiary's) spouse; if no spouse survives, then to the Participant's
(or Beneficiary's) children, with equal shares among living children and with
the living descendants of a deceased child receiving equal portions of the
deceased child's share; in the absence of spouse or descendants, to the
Participant's (or Beneficiary's) parents; and in the absence of spouse,
descendants or parents, to the Participant's (or Beneficiary's) brothers and
sisters, levity the living descendants of a deceased brother and those of a
deceased sister receiving equal portions of the deceased brother's or sister's
share; in the absence of any of the persons named herein, to the Participant's
(or Beneficiary's) estate.

For purposes of this Section 10.1, the term "descendant" means all persons who
are descended from the person referred to either by birth to or legal adoption
by such person, and "child" or "children" includes adopted children.

     10.2 Benefits Not Assignable. The rights of each Participant are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors or the Participant
nor any Beneficiary. Neither the Participant nor Beneficiary may assign,
transfer or pledge the benefits under this Plan. Any attempt to assign, transfer
or pledge a Participant's benefits under this Plan is void.

     10.3 Benefit. This Plan constitutes an agreement between the Company and
each of the Participants which is binding upon and inures to the Company, its
successors and assigns and upon the Participant and his heirs and legal
representatives.

     10.4 Headings. The headings of the Articles and Sections of this Plan are
included for purposes of convenience only, and shall not affect the construction
or interpretation of any of it provisions.

     10.5 Notices. All notices, requests, demands, and other communications
under this Plan shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified (return receipt
requested), postage prepaid, and properly addressed to the last known address to
each party as set forth on the first page thereof Any party way change its
address for purposes of this Section by giving the other parties written notice
of the new address in the manner set forth above.

     10.6 No Loans. The Plan does not permit any loans to be made to any
Participant or Beneficiary.

     10.7 Gender Usage. The use of the masculine gender includes the feminine
gender for


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<PAGE>

all purposes of this Plan.

     10.8 Expenses. The Company shall pay all costs of administration of the
Plan.

     IN WITNESS WHEREOF, the Committee has approved this amendment and
restatement of the Plan effective January 1, 2005.

REMEDYTEMP, INC.


By: /s/ Gunnar B. Gooding
    ---------------------------------
    Senior Vice President,
    Human Resources and Legal Affairs


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