<PAGE>

                   WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT


          THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT ("WAIVER AND
AMENDMENT"), dated as of August 22, 1997, is entered into by and among WESTERN
STAFF SERVICES (USA), INC. (the "BORROWER"), WESTERN MEDICAL SERVICES, INC.
("WMS"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for
itself and the Banks (the "AGENT"), and the several financial institutions party
to the Credit Agreement (collectively, the "BANKS").

                                       RECITALS

          A.   The Borrower, Banks, and Agent are parties to a Credit Agreement
dated as of February 21, 1996, and amendments thereto dated as of June 9, 1996,
September 30, 1996, and March 31, 1997 (collectively, the "CREDIT AGREEMENT")
pursuant to which the Agent and the Banks have extended certain credit
facilities to the Borrower.

          B.   The Borrower has reported to the Agent and the Banks the
existence of certain events of default under the Credit Agreement.  The Borrower
has requested that the Banks waive certain events of default and agree to
certain amendments of the Credit Agreement.

          C.   WMS, a California corporation, is a wholly-owned subsidiary of
the Borrower.  The Borrower and WMS have requested that WMS be made a party to
the Credit Agreement and be permitted to utilize a portion of the credit
facilities available thereunder.

          D.   The Banks are willing to grant the requests of Borrower and WMS,
subject to the terms and conditions of this Waiver and Amendment.

                                      AGREEMENT


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

          1.   DEFINED TERMS.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings, if any, assigned to them in the
Credit Agreement.

          2.   DEFAULTS AND WAIVER.

          (a)  For purposes of this Waiver and Amendment, the "EXISTING
     DEFAULTS" shall mean:

                    (i) the default existing on this date under Section 8.11 of
          the Credit Agreement as a consequence

                                         -1-
<PAGE>

          of the aggregate amount of Non-Stock Consideration and Stock
          Consideration paid by the Borrower for all Minor Acquisitions made by
          the Borrower after June 30, 1996, being in excess of the Two Million
          Six Hundred Thousand Dollar ($2,600,000) limitation set forth therein;

                    (ii)  the default existing on this date under Section
          8.11(h) of the Credit Agreement as a consequence of the Borrower's
          consummation of Acquisitions during the continuance of an Event of
          Default under the Credit Agreement and the Borrower's failure to
          deliver a Compliance Certificate as required under Section 8.11(h)
          following consummation of the Acquisitions during the fiscal quarters
          ending April 19, 1997, and July 12, 1997; and

                    (iii) the default existing on this date under Section
          8.04(e) of the Credit Agreement as a consequence of the aggregate
          amount of loans to and investments in foreign Subsidiaries or
          Affiliates being in excess of the Four Million Six Hundred Thousand
          Dollar ($4,600,000) limitation set forth therein.

          (b)  Subject to and upon the terms and conditions hereof, the Banks
     hereby waive the Existing Defaults.

          (c)  Nothing contained herein shall be deemed a waiver of (or
     otherwise affect the Agent's or the Banks' ability to enforce) any other
     default or Event of Default, including without limitation (i) any default
     or Event of Default as may now or hereafter exist and arise from or
     otherwise be related to the Existing Defaults (including without limitation
     any cross-default arising under the Credit Agreement by virtue of any
     matters resulting from the Existing Defaults), and (ii) any default or
     Event of Default arising at any time after the Effective Date and which is
     the same as any of the Existing Defaults.

          3.   ASSUMPTION BY WMS.  WMS, by its signature hereto, becomes a party
to the Credit Agreement and hereby unconditionally, jointly and severally,
assumes, covenants, promises and agrees (a) to pay when due all sums now or
hereafter owing under the Credit Agreement, in the manner and in all respects as
therein provided, (b) to perform each and all the obligations provided in the
Credit Agreement to be performed by the Borrower at the time, in the manner and
in all respects as therein provided, and (c) to be bound by each and all the
terms and provisions of the Credit Agreement as though it had originally been
made, executed and delivered by WMS.  References in the Credit Agreement to the
"Borrower" shall mean, as appropriate to reflect the joint and several liability
of the parties, either of the Borrower or WMS, individually, or the Borrower and
WMS, collectively.  The rights of WMS to borrow


                                         -2-

<PAGE>


under the Agreement shall be expressly limited to obtaining Revolving Loans as
provided under Section 2.01(b) of the Credit Agreement.

          4.   AMENDMENTS TO CREDIT AGREEMENT.

                (a) Section 2.01(b) of the Credit Agreement is hereby amended to
     read as follows in its entirety:

                    (b)  THE REVOLVING CREDIT.  Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make Loans to the Borrower
and WMS (each such Loan, a "REVOLVING LOAN") from time to time on any Business
Day during the period from the Closing Date to the Revolving Termination Date,
in an aggregate amount not to exceed at any time outstanding the amount set
forth opposite such Bank's name in SCHEDULE 2.01(b) under the heading "Revolving
Loan Commitment" (such amount as the same may be reduced pursuant to Section
2.05 or as a result of one or more assignments pursuant to Section 11.08, such
Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that no Revolving Loan
shall be made hereunder if, after giving effect to any Borrowing of Revolving
Loans (i) the Effective Amount of all Revolving Loans shall exceed the Aggregate
Revolving Loan Commitment; (ii) the Effective Amount of the Revolving Loans of
any Bank shall exceed such Bank's Revolving Loan Commitment; or (iii) the
Effective Amount of all Revolving Loans made to WMS shall exceed Eighteen
Million Dollars ($18,000,000).  Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrower and WMS may borrow under this
subsection 2.01(b), prepay pursuant to Section 2.06 and reborrow pursuant to
this subsection 2.01(b).

          (b)  Section 8.04(c) of the Credit Agreement is amended to read as
follows in its entirety:

               (c)  loans by the Borrower or WMS to Licensees not exceeding Ten
     Million Dollars ($10,000,000) in the aggregate at any one time, provided
     (i) such loans are secured by such Licensees' accounts receivable, (ii)
     Borrower or WMS, as applicable, has perfected its security interests by
     Uniform Commercial Code financing statements filed in the appropriate state
     and/or local offices, (iii) all such Uniform Commercial Code financing
     statements are assigned to the Agent for the benefit of the Banks, and (iv)
     all original instruments evidencing such Licensee loans are delivered to
     the Agent (subject to the Agent's obligation on a best efforts basis to
     return


                                         -3-

<PAGE>


     such original instruments in connection with a collection or enforcement
     action as provided in subsection 7.14(c)), together with copies of all
     security agreements executed by each Licensee and all Uniform Commercial
     Code financing statements and assignments filed by the Borrower or WMS, as
     applicable, with respect to the collateral described in such security
     agreements.

          (c)  Section 8.04(e) of the Credit Agreement is amended to read as
follows in its entirety:

               (e)  loans to and investment in foreign Subsidiaries or
Affiliates in an aggregate amount not exceeding Six Million Dollars
($6,000,000);

          (d)  A new Paragraph 11.19 is hereby added to the Credit Agreement to
read as follows:

          11.19     JOINT AND SEVERAL LIABILITY OF THE BORROWER AND WMS; WAIVER
          OF CERTAIN DEFENSES.

               (a)  The obligation of the Borrower and WMS (each a "CO-BORROWER"
          and, collectively, the "CO-BORROWERS") to pay all the Obligations
          under this Agreement is a direct, primary, separate, joint and
          several, and independent obligation, is not in whole or in part a
          surety relationship, is absolute and unconditional, and is not
          dependent in whole or in part upon the obligations of the other
          Co-Borrower.  Each Co-Borrower is liable to the Agent and the Banks
          for the entire amount of the Obligations, and a separate action may be
          brought against such Co-Borrower whether such action is brought
          against the other Co-Borrower or any guarantor or whether the other
          Co-Borrower or any such guarantor is joined in such action.  Each
          Co-Borrower's liability hereunder is immediate and not contingent upon
          the exercise or enforcement by the Agent or the Banks of whatever
          remedies they may have against the other Co-Borrower or any guarantor,
          or the enforcement of any lien or realization upon any security the
          Agent or the Banks may at any time possess.  Any release which may be
          given by the Agent and the Banks to any Co-Borrower or any guarantor
          shall not release the other Co-Borrower.  The Agent and the Bank shall
          be under no obligation to marshall any assets of any Co-Borrower or
          any guarantor in favor of the other Co-Borrower or against or in
          payment of any or all of the Obligations.
          
               (b)  To the maximum extent permitted by applicable law, each
          Co-Borrower hereby waives, solely in respect of any claims or defenses
          which such Co-

                                         -4-

<PAGE>

          Borrower might otherwise have by reason of being determined to be a
          surety for or guarantor of the obligations of the other Company with
          respect to the obligations:

                    (i)   any right to assert against the Agent or the Bank any
               defense (legal or equitable), set-off, counterclaim, or claim
               which such Co-Borrower may now or at any time hereafter have
               against the other Co-Borrower or any guarantor;
               
                    (ii)  any defense, set-off, counterclaim, or claim, of any
               kind or nature, arising directly or indirectly from the present
               or future lack of perfection, sufficiency, validity, or
               enforceability of the Obligations or any security therefor or the
               legal liability of the other Co-Borrower or any guarantor or any
               claim that any of the Obligations (whether for principal,
               interest, costs, expenses, or otherwise and whether incurred or
               accruing pre- or post petition in any Insolvency Proceeding) is
               not an allowable claim in any Insolvency Proceeding with respect
               to the other Co-Borrower or any guarantor;
               
                    (iii) any defense arising by reason of any claim or defense
               based upon an election of remedies by the Agent or the Banks,
               including any defense based upon an election of remedies by the
               Agent or the Banks under the provisions of Section 580d and 726
               of the California Code of Civil Procedure, or any similar law of
               California or any other jurisdiction;

                    (iv) any defense based on any alteration, impairment or
               release of the Obligations or any security therefor, whether or
               not resulting from any act or failure to act by the Agent or the
               Banks; and

                    (v)  any right to require the Agent or the Banks to
               institute suit against the other Co-Borrower or any guarantor or
               to exhaust any rights and remedies which the Agent or the Banks
               have or may have against the other Co-Borrower or any guarantor.

                    (c)  Without notice to or by any Co-Borrower and without
          affecting or impairing the obligation of such Co-Borrower hereunder,
          the Agent and the Banks may, by action or inaction, compromise or
          settle, extend the period of duration or time for the payment, or
          discharge the performance of, or may refuse to, or

                                         -5-

<PAGE>

          otherwise not enforce, or may, by action or inaction, release all or
          any one or more parties to, any one or more of the Loan Documents or
          may grant other indulgences to the other Co-Borrower or any guarantor
          in respect thereof, or may agree to amend or modify in any manner and
          at any time (or from time to time) any one or more of the Loan
          Documents, or may, by action or inaction, release or substitute any
          guarantor of the Obligations, or may enforce, exchange, release, or
          waive, by action or inaction, any security for the Obligations or any
          guaranty of the Obligations, or any portion thereof.

               (e) Exhibit A and Exhibit B to the Credit Agreement are each
     replaced in their entirety with Revised Exhibit A and Revised Exhibit B
     attached hereto.

               (f) Revised Schedule 6.19 to the Credit Agreement is replaced in
     its entirety with Second Revised Schedule 6.19 attached hereto.

               (g)  Schedule 6.21 to the Credit Agreement is replaced in its
     entirety with Revised Schedule 6.21 attached hereto.

          4.   REPRESENTATIONS AND WARRANTIES.  The Borrower and WMS each hereby
represents and warrants to the Agent and the Banks as follows:

               (a)  Other than the Existing Defaults, no Event of Default has
     occurred and is continuing.

               (b)  The execution, delivery and performance by the Borrower 
     and WMS of this Waiver and Amendment have been duly authorized by all 
     necessary corporate and other action and do not and will not require any 
     registration with, consent or approval of, notice to or action by, any 
     Person (including any Governmental Authority) in order to be effective 
     and enforceable.  The Credit Agreement as amended by this Waiver and 
     Amendment constitutes the legal, valid and binding obligations of the 
     Borrower and WMS, enforceable against each of them in accordance with 
     its respective terms, without defense, counterclaim or offset.

               (c)  Subject to the Existing Defaults, all representations and 
     warranties of the Borrower contained in the Credit Agreement are true 
     and correct.

               (d)  Each of the Borrower and WMS is entering into this Waiver 
     and Amendment on the basis of its own investigation and for its own 
     reasons, without reliance upon the Agent and the Banks or any other 
     Person.

                                         -6-


<PAGE>


          5.   EFFECTIVE DATE.  This Waiver and Amendment will become effective
as of the date (the "EFFECTIVE DATE") that the Agent shall have received all of
the following, in form and substance satisfactory to the Agent and each Bank and
in sufficient copies for each Bank:

               (a)  This Waiver and Amendment duly executed by the Borrower,
     WMS, the Agent, the Issuing Bank and each of the Banks, together with a
     duly executed Guarantor Acknowledgment and Consent in the form attached
     hereto.

               (b)  A Co-Borrower Security Agreement duly executed by WMS and
     including, without limitation, a complete listing of all servicemarks,
     trademarks and copyrights owned by WMS.

               (c)  Certified copies of the resolutions of the board of
     directors of WMS approving and authorizing the execution, delivery and
     performance by WMS of this Waiver and Amendment and the other Loan
     Documents to be delivered hereunder.

               (d)  A UCC-1 financing statement executed by WMS to perfect the
     security interests of the Agent for the benefit of the Banks, together with
     such evidence that Agent may request to confirm that the Collateral owned
     by WMS is subject to no other Liens in favor of any Persons (other than
     Permitted Liens).

               (e)  With respect to any servicemarks, trademarks and copyrights
     previously owned by the Borrower and assigned to WMS, copies of all such
     assignment agreements, together with (i) a copy of the recordation request
     submitted to the United States Patent and Trademark Office with respect to
     each servicemark and trademark assigned by the Borrower to WMS, and (ii) a
     copy of the recordation request submitted to the United States Copyright
     Office with respect to each copyright assigned by the Borrower to WMS.

               (f)  The articles or certificate of incorporation of WMS,
     certified by the Secretary of State (or similar, applicable Governmental
     Authority) of the state of its incorporation, and the bylaws of WMS as in
     effect on the Effective Date, certified by its Secretary or Assistant
     Secretary.

               (g)  A certificate of the Secretary or Assistant Secretary of WMS
     certifying the names and true signatures of the officers of WMS authorized
     to execute, deliver and perform, as applicable, this Waiver and Amendment
     and all other Loan Documents to be delivered hereunder.

          6.   CONDITION SUBSEQUENT.  By October 31, 1997, the


                                         -7-
<PAGE>


     Borrower shall deliver to the Agent the following:

               (a)  A copy of the United States Patent and Trademark Office
     Notice of Recordation of Assignment with respect to each servicemark and
     trademark assigned by the Borrower to WMS evidencing date, reel and frame
     number of recordation;

               (b)  A copy of the United States Copyright Office Certificate of
     Recordation with respect to each copyright assigned by the Borrower to WMS
     evidencing date, volume, and page of recordation.

          7.   RESERVATION OF RIGHTS.  The Borrower and WMS each acknowledges
and agrees that neither the Agent's nor the Banks' forbearance in exercising
their rights and remedies in connection with the Existing Defaults, nor the
execution and delivery by the Agent and the Banks of this Waiver and Amendment,
shall be deemed (i) to create a course of dealing or otherwise obligate the
Agent or the Banks to forbear or execute similar waivers under the same or
similar circumstances in the future, or (ii) to waive, relinquish or impair any
right of the Agent or the Banks to receive any indemnity or similar payment from
any Person or entity as a result of any matter arising from or relating to the
Existing Defaults.

          8.   MISCELLANEOUS.

               (a)  Except as herein expressly amended, all terms, covenants and
     provisions of the Credit Agreement are and shall remain in full force and
     effect and all references therein to such Credit Agreement shall henceforth
     refer to the Credit Agreement as amended by this Waiver and Amendment. 
     This Waiver and Amendment shall be deemed incorporated into, and a part of,
     the Credit Agreement.
          
               (b)  This Waiver and Amendment shall be binding upon and inure to
     the benefit of the parties hereto and thereto and their respective
     successors and assigns.  No third party beneficiaries are intended in
     connection with this Waiver and Amendment.
          
               (c)  This Waiver and Amendment shall be governed by and construed
     in accordance with the law of the State of California.
          
               (d)  This Waiver and Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all such
     counterparts together shall constitute but one and the same instrument. 
     Each of the parties hereto understands and agrees that this document (and
     any other document required herein) may be delivered by any party thereto
     either in the form of an executed original

                                         -8-


<PAGE>

     or an executed original sent by facsimile transmission to be followed
     promptly by mailing of a hard copy original, and that receipt by the Agent
     of a facsimile transmitted document purportedly bearing the signature of a
     Bank or the Borrower or WMS shall bind such Bank or the Borrower or WMS,
     respectively, with the same force and effect as the delivery of a hard copy
     original.  Any failure by the Agent to receive the hard copy executed
     original of such document shall not diminish the binding effect of receipt
     of the facsimile transmitted executed original of such document of the
     party whose hard copy page was not received by the Agent.

               (e)  This Waiver and Amendment, together with the Credit
     Agreement, contains the entire and exclusive agreement of the parties
     hereto with reference to the matters discussed herein and therein.  This
     Waiver and Amendment supersedes all prior drafts and communications with
     respect thereto.  This Waiver and Amendment may not be amended except in
     accordance with the provisions of Section 11.01 of the Credit Agreement.
          
               (f)  If any term or provision of this Waiver and Amendment shall
     be deemed prohibited by or invalid under any applicable law, such provision
     shall be invalidated without affecting the remaining provisions of this
     Waiver and Amendment or the Credit Agreement, respectively.
          
               (g)  The Borrower and WMS each covenants to pay to or reimburse
     the Agent and the Banks, upon demand, for all costs and expenses (including
     allocated costs of in-house counsel) incurred in connection with the
     development, preparation, negotiation, execution and delivery of this
     Waiver and Amendment and the administration of the Existing Defaults,
     including without limitation appraisal, audit, search and filing fees
     incurred in connection therewith.

                                         -9-


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment and Assumption as of the date first above written.

                                        
                                        WESTERN STAFF SERVICES (USA),
                                        INC.
                                        
                                        
                                        By /s/ Paul A. Norberg
                                          -----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer
                                        
                                        
                                        By /s/ Michael W. Ehresman
                                          -----------------------------    
                                          Michael W. Ehresman
                                          Vice President and Treasurer
                                        
                                        
                                        WESTERN MEDICAL SERVICES, INC.
                                        
                                        By /s/ Harvey L. Maslin
                                          -----------------------------
                                          Harvey L. Maslin
                                          Chairman and
                                          Chief Executive Officer
                                        
                                        By /s/ Michael J. Nicholson
                                          -----------------------------
                                          Michael J. Nicholson
                                          President, Chief Operating
                                          Officer and Chief Financial
                                          Officer


                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION, as Agent

                                        By /s/ Leandro Balidoy
                                          -----------------------------
                                          Leandro Balidoy
                                          Vice President


                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION, as
                                        a Bank and as Issuing Bank

                                        By /s/ Lori Mazzera
                                          -----------------------------
                                          Lori Mazzera
                                          Vice President

                                         -10-

<PAGE>



                                        SANWA BANK CALIFORNIA, as a
                                        Bank and as Co-Agent

                                        By /s/ David J. Naegle
                                          -----------------------------
                                          David J. Naegle
                                          Vice President


                                        COMERICA BANK-CALIFORNIA, as a
                                        Bank

                                        By /s/ Lori Edwards
                                          -----------------------------
                                          Lori S. Edwards
                                          First Vice President and
                                          Group Manager

                                         -11-


<PAGE>

                               GUARANTOR ACKNOWLEDGMENT
                                     AND CONSENT


          The undersigned, each a guarantor or third party pledgor with respect
to the Borrower's obligations to the Agent and the Banks under the Credit
Agreement, each hereby (i) acknowledges and consents to the execution, delivery
and performance by the Borrower and WMS of the foregoing Waiver and Fourth
Amendment to Credit Agreement (the "WAIVER AND AMENDMENT"), and (ii) reaffirms
and agrees that the respective guaranty, third party pledge or security
agreement to which the undersigned is party and all other documents and
agreements executed and delivered by the undersigned to the Agent and the Banks
in connection with the Credit Agreement are in full force and effect, without
defense, offset or counterclaim.
(Capitalized terms used herein have the meanings specified in the Waiver and
Amendment.)


                                        WESTERN STAFF SERVICES, INC.


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer


                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer


                                        WESTERN STAFF SERVICES (NY), INC.

DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer

                                         -12-


<PAGE>


                                        WESTERN TECHNICAL SERVICES, INC.


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer


                                        MEDIAWORLD INTERNATIONAL


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer

                                        WESTERN PERMANENT SERVICES
                                        AGENCY, INC.


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer

                                         -13-

<PAGE>


                                        WESTERN STAFF SERVICES (GUAM),
                                        INC.


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer


                                        ALTERNATIVE BILLING SERVICES,
                                        INC.


DATED: as of August 22, 1997            By /s/ Paul A. Norberg
      -----------------------             ----------------------------
                                          Paul A. Norberg
                                          Executive Vice President and
                                          Chief Financial Officer

                                        By /s/ Michael W. Ehresman
                                          ----------------------------
                                          Michael W. Ehresman
                                          Vice President and Treasurer

                                         -14-


<PAGE>


                                  REVISED EXHIBIT A

                                 NOTICE OF BORROWING


                                             Date:________________, 199___


To:  Bank of America National Trust and Savings Association as Agent for the
     Banks parties to the Credit Agreement dated as of February 21, 1996 (as
     extended, renewed, amended or restated from time to time, the "CREDIT
     AGREEMENT") among Western Staff Services (USA), Inc., Western Medical
     Services, Inc., certain Banks which are signatories thereto and Bank of
     America National Trust and Savings Association, as Agent


Ladies and Gentlemen:

     The undersigned refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 2.03 of the Credit Agreement, of the Borrowing specified
below:

        l.     The Business Day of the proposed Borrowing is ______________,
     19__.
        
        2.     The aggregate amount of the proposed Borrowing is
     $____________________.
        
        3.     The Borrowing is of [Revolving Loans] [Term Loans] to be
     comprised of $_________ of [Base Rate] [Offshore Rate] Loans.
        
        4.     The duration of the Interest Period for the Offshore Rate Loans
     included in the Borrowing shall be [_______ days] [______ months].

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed Borrowing, before
and after giving effect thereto and to the application of the proceeds
therefrom:

          (a)  the representations and warranties of the Borrower contained in
     Article VI of the Credit Agreement are true and correct as though made on
     and as of such date (except to the extent such representations and
     warranties relate to an earlier date, in which case they are true and
     correct as of such date, and except as to the representations and
     warranties set forth in Section 6.11 of the Credit Agreement which shall be
     deemed to refer to the most recent financial statements delivered pursuant
     to subsections 7.01(a) and 7.01(b) of the Credit Agreement);


                                         A-1


<PAGE>


          (b)  no Default or Event of Default has occurred and is continuing, or
     would result from such proposed Borrowing; and
          
          [(c) If the proposed Borrowing is of Revolving Loans, the proposed
     Borrowing will not cause (i) the aggregate principal amount of all
     outstanding Revolving Loans PLUS the aggregate amount available for drawing
     under all outstanding Letters of Credit PLUS the aggregate principal amount
     of all outstanding L/C Borrowings to exceed the Aggregate Revolving
     Commitment, or (ii) the aggregate principal amount of all outstanding
     Revolving Loans to exceed the Aggregate Revolving Loan Commitment, or (iii)
     the aggregate principal amount of all outstanding Revolving Loans made to
     WMS to exceed Eighteen Million Dollars ($18,000,000).]
          
          [(c) If the proposed Borrowing is of Term Loans, the proposed
     Borrowing will not cause the aggregate principal amount of all outstanding
     Term Loans to exceed the Aggregate Term Commitment.]


                                        [WESTERN STAFF SERVICES (USA),
                                        INC.
                                        
                                        
                                        By: 
                                            -----------------------------
                                        Title:                           ]
                                               --------------------------
                                        
                                        
                                                      OR
                                        
                                        [WESTERN MEDICAL SERVICES, INC.,
                                        
                                        
                                        By: 
                                            -----------------------------
                                        Title:                           ]
                                               --------------------------


                                         A-2


<PAGE>


                                  REVISED EXHIBIT B

                          NOTICE OF CONVERSION/CONTINUATION



                                             Date:_________________, 199___


To:  Bank of America National Trust and Savings Association, as Agent for the
     Banks parties to the Credit Agreement dated as of February 21, 1996 (as
     extended, renewed, amended or restated from time to time, the "CREDIT
     AGREEMENT") among Western Staff Services (USA), Inc., Western Medical
     Services, Inc., certain Banks which are signatories thereto and Bank of
     America National Trust and Savings Association, as Agent

Ladies and Gentlemen:

     The undersigned refers to the Credit Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 2.04 of the Credit Agreement, of the [conversion]
[continuation] of the Loans specified herein, that:

          1.   The Conversion/Continuation Date is _________, 19__.
          
          2.   The aggregate amount of the [Revolving Loans] [Term Loans] to be
     [converted] [continued] is $_______________________.
          
          3.   The Loans are to be [converted into] [continued as] [Offshore
     Rate] [Base Rate] Loans.
          
          4.   [If applicable:] The duration of the Interest Period for the
     Loans included in the [conversion] [continuation] shall be [_____ days]
     [______ months].

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the proposed Conversion/Continuation Date,
before and after giving effect thereto and to the application of the proceeds
therefrom:

          (a)  the representations and warranties of the Borrower and WMS
     contained in Article VI of the Credit Agreement are true and correct as
     though made on and as of such date (except to the extent such
     representations and warranties relate to an earlier date, in which case
     they are true and correct as of such date, and except as to the
     representations and warranties set forth in Section 6.11 of the Credit
     Agreement which shall be deemed to refer to the most recent financial
     statements delivered pursuant to subsections 7.01(a) and 7.01(b) of the
     Credit Agreement));

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<PAGE>


          (b)  no Default or Event of Default has occurred and is continuing, or
     would result from such proposed [conversion] [continuation]; and
          
          
          [(c) If the proposed [conversion] [continuation] is of Revolving
     Loans, the proposed [conversion] [continuation] will not cause (i) the
     aggregate principal amount of all outstanding Revolving Loans PLUS the
     aggregate amount available for drawing under all outstanding Letters of
     Credit PLUS the aggregate principal amount of all outstanding L/C
     Borrowings to exceed the Aggregate Revolving Commitment, or (ii) the
     aggregate principal amount of all outstanding Revolving Loans to exceed the
     Aggregate Revolving Loan Commitment, or (iii) the aggregate principal
     amount of all outstanding Revolving Loans made to WMS to exceed Eighteen
     Million Dollars ($18,000,000).]
          
          [(c) If the proposed [conversion] [continuation] is of Term Loans, the
     proposed [conversion] [continuation] will not cause the aggregate principal
     amount of all outstanding Term Loans to exceed the Aggregate Term
     Commitment.)


                                        [WESTERN STAFF SERVICES (USA),
                                        INC.
                                        
                                        
                                        By: 
                                            -----------------------------
                                        Title:                           ]
                                               --------------------------
                                        
                                        
                                                     OR
                                        
                                        [WESTERN MEDICAL SERVICES, INC.
                                        
                                        
                                        By: 
                                            -----------------------------
                                        Title:                           ]
                                               --------------------------
                                        

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