<PAGE>

                                                                EXHIBIT 10.8.2

                 WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
                 -----------------------------------------------


     THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT ("WAIVER AND
AMENDMENT"), dated as of September 30, 1996, is entered into by and among
WESTERN STAFF SERVICES, INC. (the "BORROWER"), 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 an amendment thereto dated as of June 9, 1996
(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.   The Banks are willing to waive certain defaults under the Credit
Agreement, and to amend the Credit Agreement, subject to the terms and
conditions of this Waiver and Amendment.

          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 8.04 of
          the Credit Agreement solely as a consequence of an investment by the
          Borrower in the amount of Five Thousand Dollars ($5,000) in a new
          subsidiary incorporated in Kansas and known as Western Staff Services
          (Guam), Inc.;

                    (ii) the default existing on this date under Section 8.08 of
          the Credit Agreement solely as a consequence of the issuance by the
          Borrower of its guaranty in the approximate amount of One Hundred
          Seventy Five Thousand Dollars ($175,000) in support of


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          certain lease obligations of Gain Personnel Limited, a recently-
          acquired subsidiary of the Borrower located in New Zealand;

                   (iii) the default existing on this date under Subsection
          8.08(c) of the Credit Agreement solely as a consequence of the
          Borrower's failure to obtain release of a guaranty supporting the
          indebtedness of Western Video Images, Inc. to MetLife Capital
          Corporation; and

                    (iv) the default existing on this date under Subsection
          9.01(c) of the Credit Agreement consisting of the Borrower's failure
          to comply with the financial covenants set forth in Section 8.14
          through 8.18 of the Credit Agreement solely as a consequence of the
          Borrower's completion of an initial public offering of its capital
          stock.

               (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.   AMENDMENTS TO CREDIT AGREEMENT.

               (a)  The definition of "Consolidated Tangible Net Worth" in
     Section 1.01 of the Credit Agreement shall be amended to read as follows in
     its entirety:

          "CONSOLIDATED TANGIBLE NET WORTH" means, as of any date, the sum of
          (a) Consolidated Total Assets, PLUS (b) subordinated indebtedness of
          the Borrower or any Subsidiary, LESS (c) intangible assets,(including,
          without limitation, trade names, trademarks, copyrights, covenants not
          to compete, organization costs, goodwill, investments in Affiliates,
          and loans, advances, notes and accounts receivable from shareholders,
          Affiliates and Franchisees) of the Borrower and its Subsidiaries, as
          determined and computed in accordance with GAAP, or as otherwise
          permitted in this Agreement LESS (d) Consolidated Total Liabilities.


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               (b)  The definition of "Fixed Charge Coverage Ratio" in Section
     1.01 of the Credit Agreement shall be amended to read as follows in its
     entirety:

               "FIXED CHARGE COVERAGE RATIO" as determined on the last day of
          any fiscal quarter on a consolidated basis for the Borrower and its
          subsidiaries, means the ratio obtained by dividing (a) the sum of (1)
          NPAT, PLUS (2) Non Cash Charges, PLUS (3) Interest Expense, PLUS (4)
          Operating Lease Expense, LESS (5) Permitted Dividends and other cash
          dividends paid during the preceding four (4) fiscal quarters (but
          excluding the Five Million Dollar ($5,000,000) dividend payment made
          to existing shareholders in April, 1996), by (b) the sum of (1)
          Scheduled Debt, PLUS (2) Interest Expense, PLUS (3) Operating Lease
          Expense, PLUS (4) 12-1/2% of Revolving Loans and L/C Obligations
          outstanding as of the date of determination.  For purposes of this
          definition, the following capitalized terms have the meanings
          indicated:

                    "NPAT", as determined on the last day of any fiscal quarter,
               means the amount of gross revenues for the preceding four (4)
               fiscal quarters, LESS all expenses and taxes for such period, as
               determined and computed in accordance with GAAP.  It is provided,
               however, that NPAT for the fiscal year ending November 2, 1996,
               shall not include the one-time deferred tax charge resulting from
               the Borrower's conversion from an S corporation to a C
               corporation during the 1996 fiscal year.

                    "NON-CASH CHARGES", as determined on the last day of any
               fiscal quarter, means the amount equal to the sum of (a)
               depreciation for the preceding four (4) fiscal quarters, PLUS (b)
               amortization for the preceding four (4) fiscal quarters, PLUS
               (c)  loss on sale of assets for the preceding four (4) fiscal
               quarters, LESS (d) gain on sale of assets for the preceding four
               (4) fiscal quarters.

                    "INTEREST EXPENSE", as determined on the last day of any
               fiscal quarter, means the amount of interest paid during the
               preceding four (4) fiscal quarters as determined and computed in
               accordance with GAAP.

                    "OPERATING LEASE EXPENSE", as determined on the last day of
               any fiscal quarter, means the amount of operating lease payments
               made during the preceding four (4) fiscal quarters as determined
               and computed in accordance with GAAP.

                    "SCHEDULED DEBT", as determined on the last


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               day of any fiscal quarter, means the total amount of scheduled
               repayments with respect to the "Current Portion of Long-Term
               Debt" ("CURRENT PORTION OF LONG TERM DEBT" means, as of any date,
               obligations for the repayment of borrowed money which are
               scheduled to be paid within one fiscal year from such date) and
               deferred tax liabilities resulting from the Borrower's conversion
               from an S corporation to a C corporation required to be paid over
               the upcoming four (4) fiscal quarters following such date.  For
               purposes of calculating the Fixed Charge Coverage Ratio for any
               fiscal quarter falling within the 1997 fiscal year, the Current
               Portion of Long Term Debt shall be determined without taking into
               consideration any Excess Acquisition Financing obtained after
               October 1, 1996.

               (c)  A new definition of "Minor Acquisition" is added to Section
     1.01 of the Credit Agreement reading as follows:

               "MINOR ACQUISITION" has the meaning specified in Section 8.11.

               (d)  The definition of "Term Maturity Date" in Section 1.01 of
     the Credit Agreement shall be amended by substituting "September 30, 2003"
     for "March 31, 2003".

               (e)  Subsection 2.01(a) of the Credit Agreement shall be amended
     by substituting "September 30, 1997" for "March 31, 1997".

               (f)  Subsection 2.03(a) of the Credit Agreement shall be amended
     by substituting "11:00 a.m." for "10:00 a.m." in the first place where such
     time appears therein.

               (g)  Subsection 2.03(b) of the Credit Agreement shall be amended
     by substituting "12:00 noon" for "11:30 a.m.".

               (h)  Subsection 2.03(e) of the Credit Agreement shall be amended
     by substituting "eight (8)" for "five (5)".

               (i)  Subsection 2.04(b) of the Credit Agreement shall be amended
     by substituting "11:00 a.m." for "10:00 a.m.".

               (j)  Subsection 2.06 of the Credit Agreement shall be amended by
     substituting "11:00 a.m." for "10:00 a.m.".

               (k)  Subsection 2.07(b) of the Credit Agreement shall be amended
     to read as follows in its entirety:


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                    (b)  EXCESS ACQUISITION FINANCING.  If on or after October
          1 1996, the Borrower or any of its Subsidiaries shall obtain
          Acquisition Financing in excess of the amount, of any Acquisition
          Financing outstanding as of September 30, 1996, (such amount in excess
          of the amount outstanding as of September 30, 1996 being referred to
          herein as the "EXCESS ACQUISITION FINANCING"), then the Borrower shall
          promptly notify the Agent of such Excess Acquisition Financing, and
          (i) if the Excess Acquisition Financing is obtained pursuant to an
          Acquisition completed on or before September 30, 1997, the Aggregate
          Term Commitment shall be automatically reduced by the amount of such
          Excess Acquisition Financing, and the Borrower shall promptly prepay
          the portion of any outstanding Term Loans which exceed the Aggregate
          Term Commitment as reduced, or (ii) if the Excess Acquisition
          Financing is obtained pursuant to an Acquisition completed after
          September 30, 1997, the Borrower shall promptly prepay outstanding
          Term Loans in an aggregate amount equal to the amount, if any, by
          which such Excess Acquisition Financing (plus the amount of any
          Acquiree Indebtedness resulting from the same Acquisition) exceeds the
          Unutilized Aggregate Term Commitment.  The prepayments required under
          clause (ii) shall be applied to the Term Loans in the inverse order of
          their stated maturity.

               (l)  Subsection 2.07(c) of the Credit Agreement shall be amended
     to read as follows in its entirety:

                    (c)  ACQUIREE INDEBTEDNESS.  If any Acquiree Indebtedness
          results following an Acquisition by the Borrower or any of its
          subsidiaries (other than Acquiree Indebtedness secured by purchase
          money security interest in the Property of the Acquiree to the extent
          such security interests are permitted under clause (ii) of Subsection
          8.11(d) and so long as the principal amount of Indebtedness of all
          Acquirees secured by such purchase money security interests do not
          exceed One Million Dollars ($1,000,000) in the aggregate at any one
          time), then the Borrower shall promptly notify the Agent of such
          Acquiree Indebtedness and (i) if the Acquiree Indebtedness results
          from an Acquisition which is completed on or before September 30,
          1997, the Aggregate Term Commitment shall be automatically reduced by
          the amount of such Acquiree Indebtedness, and the Borrower shall
          promptly prepay the portion of any outstanding Term Loans which exceed
          the Aggregate Term Commitment as reduced, or (ii) if the Acquiree
          Indebtedness results from an Acquisition which is completed after
          September 30, 1997, the Borrower shall promptly prepay outstanding
          Term Loans in an aggregate amount equal to the amount, if any, by
          which such Acquiree Indebtedness exceeds the Unutilized


                                       -5-

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          Aggregate Term Commitment; PROVIDED, THAT, if with respect to an
          Acquisition completed after September 30, 1997, Acquiree Indebtedness
          and Excess Acquisition Financing result from the same Acquisition, the
          amount of the required prepayment of outstanding Term Loans shall be
          determined pursuant to clause (ii) of subsection 2.07(b). The
          prepayments required under clause (ii) shall be applied to the Term
          Loans in the inverse order of their stated maturity.

               (m)  Subsection 2.08(a) of the Credit Agreement shall be amended
     by substituting "September 30, 1997" for "March 31, 1997" and by
     substituting "October 31, 1997" for "April 30, 1997".

               (n)  Subsection 7.02(c) of the Credit Agreement shall be amended
     by the addition of the following to the end of that subsection:

          it is provided, however, that the Banks accept the Borrower's delivery
          of a CPA letter dated April 26, 1996, from Price Waterhouse LLP to the
          Audit Committee in lieu of a management letter for the fiscal year
          ending October 28, 1995.

               (o)  Subsection 7.11(b) of the Credit Agreement shall be amended
     to read as follows in its entirety:

                    (b)  Term Loans shall be used to finance Acquisitions in
          compliance with the provisions of Section 8.11 (including the
          refinance of the cash portion of Non-Stock Consideration paid for
          Acquisitions made after November 1, 1995), to repay Acquisition
          Financing (including Acquisition Financing existing on the Closing
          Date), and to repay the principal balance of the term loan outstanding
          under the Existing Credit Agreement; and

               (p)  Section 8.02 of the Credit Agreement shall be amended by the
     addition of a new subsection (f) thereto reading as follows:

                    (f)  any transfers of Property between or among domestic
          Subsidiaries of the Borrower; PROVIDED, THAT the domestic Subsidiary
          which is the transferee of the Property is a Guarantor or, prior to
          the occurrence of any such transfer of Property, executes and delivers
          a guaranty, security agreement, and such other documentation as may be
          reasonably requested by Banks pursuant to the provisions of Section
          7.13.

               (q)  Subsection 8.04(e) of the Credit Agreement shall be amended
     to read as follows in its entirety:


                                       -6-

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                    (e)  loans to and investments in foreign Subsidiaries or
          Affiliates in an aggregate amount not exceeding Four Million Six
          Hundred Thousand Dollars ($4,600,000) at any one time; provided,
          however, that if Western Staff Services Pty.  Ltd., Australia, enters
          into the proposed contract with Telstra Corporation Limited, the
          foregoing limit shall be increased to Eight Million Dollars
          ($8,000,000);

               (r)  Section 8.04 of the Credit Agreement shall be amended by the
     addition of a new subsection (k) thereto reading as follows:

                    (k)  investments in new domestic Subsidiaries or Affiliates
          in an aggregate amount not exceeding ONE Hundred Thousand Dollars
          ($100,000) at any one time.

               (s)  Subsection 8.05(h) of the Credit Agreement shall be amended
     by the addition of the following sentence to the end of subsection (h):

          It is provided, however, that the requirements of clause (ii) above
          shall not apply with respect to Acquiree Indebtedness secured by
          purchase money security interest in the Property of the Acquiree to
          the extent such security interests are permitted under clause (ii) of
          Subsection 8.11(d) and so long as the principal amount of Indebtedness
          of all Acquirees secured by such purchase money security interests do
          not exceed One Million Dollars ($1,000,000) in the aggregate at any
          one time.

               (t)  Subsection 8.08(c) shall be amended to read as follows in
     its entirety:

                    (c)  Contingent Obligations of the Borrower and its
          Subsidiaries existing as of the Closing Date and listed in SCHEDULE
          8.08; PROVIDED, HOWEVER, that the existing guaranty issued by the
          Borrower in support of the obligations of Western Video Images to
          MetLife Capital Corporation shall be released no later than November
          30, 1996;

               (u)  Section 8.08 of the Credit Agreement shall be amended by the
     addition of new subsections (f) and (g) thereto reading as follows:

                    (f)  guaranties of performance from time to time executed by
          the Borrower in respect of the obligations of its Subsidiaries arising
          under real property leases entered into by its Subsidiaries; and

                    (g)  additional Contingent Obligations of the Borrower and
          its Subsidiaries in an aggregate amount



                                       -7-

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          not exceeding Three Hundred Thousand Dollars ($300,000) at any one
          time.

               (v)  Subsection 8.11(b) of the Credit Agreement shall be amended
     by substituting "fiscal year" for "twelve (12) month period".

               (w)  Subsection 8.11(d) of the Credit Agreement shall be amended
     to read as follows in its entirety:

                    (d)  The assets of Acquiree shall not be subject to any
          Liens as of the Acquisition date, other than (i) Permitted Liens of
          the types described in subsections 8.01(c), 8.01(d) and 8.01(e), and
          (ii) purchase money security interests on any Property acquired or
          held by the Acquiree in the Ordinary Course of Business securing
          Indebtedness incurred or assumed for the purpose of financing all or
          any part of the cost of acquiring such Property, PROVIDED  THAT the
          principal amount of Indebtedness of all Acquirees secured by such
          purchase money security interests shall not exceed One Million Dollars
          ($1,000,000) in the aggregate at any one time.

               (x)  Subsection 8.11(j) of the Credit Agreement shall be amended
     by substituting "September 30, 1997" for "March 31, 1998" and by
     substituting "Twenty Seven Million Dollars ($27,000,000)" for "Fifteen
     Million Two Hundred Thousand Dollars ($15,200,000)".

               (y)  Section 8.11 of the Credit Agreement shall be amended by the
     addition of the following to the end of that section:

          For the purpose of determining the aggregate amount of Non-Stock
          Consideration and Stock Consideration paid by the Borrower and its
          Subsidiaries for an Acquisition, the aggregate amount of such
          consideration shall include the estimated value of the "contingent
          earnout" to be paid to the seller on the basis of the Acquiree's
          future performance.

          Notwithstanding the foregoing, the conditions set forth in subsections
          (b), (c) and (h) above shall not be applicable to a Minor Acquisition,
          provided that the aggregate amount of Non-Stock Consideration and
          Stock Consideration paid by the Borrower and its Subsidiaries for all
          Minor Acquisitions made after June 30, 1996, does not exceed Two
          Million Six Hundred Thousand Dollars ($2,600,000).  A "MINOR
          ACQUISITION" means an Acquisition for an aggregate amount of Non-Stock
          Consideration and Stock Consideration of Seven Hundred Fifty Thousand
          Dollars ($750,000) or less.


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               (z)  Section 8.12 of the Credit Agreement shall be amended by the
     addition of the following sentence to the end of that section:

          It is further provided that, notwithstanding the foregoing
          restrictions, any wholly-owned Subsidiary of the Borrower may declare
          and make dividend payments to the Borrower, whether in cash or in the
          form of other Property of the Subsidiary.

               (aa) The second sentence of Section 8.13 of the Credit Agreement
     shall be amended to read as follows:

          For purposes of computing compliance with this section, (a) the unused
          portion of permitted Capital Expenditures shall not be carried forward
          from one fiscal year to a succeeding fiscal year, and (b) fixed or
          capital assets acquired through Acquisitions completed on or before
          September 30, 1997, shall not be included in the foregoing
          limitations.

               (bb) Section 8.14 of the Credit Agreement shall be amended by
     substituting "1.35:1.0" for "1.15:1.0".

               (cc) Section 8.15 of the Credit Agreement shall be amended to
     read as follows in its entirety:

                    8.15 CONSOLIDATED TANGIBLE NET WORTH.  The Borrower shall
          not permit its Consolidated Tangible Net Worth to be less than:

                    (a)  as determined on November 1, 1996, Thirty-Four Million
          Dollars ($34,000,000); and

                    (b)  as determined on January 25, 1997, Sixteen Million Five
          Hundred Thousand Dollars ($16,500,000); and

                    (c)  as determined on April 18, 1997, Eighteen Million Five
          Hundred Thousand Dollars ($18,500,000); and

                    (d)  as determined on July 12, 1997, Twenty Million Five
          Hundred Thousand Dollars ($20,500,000); and

                    (e)  as determined on October 31, 1997, Twenty Five Million
          Dollars ($25,000,000); and

                    (f)  as determined on the last day of each fiscal quarter
          after the 1997 fiscal year end, an amount equal to (1) Consolidated
          Tangible Net Worth as of the last day of the immediately preceding
          fiscal year, PLUS (2) ninety-five percent (95%) of Net Profit



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          After Tax earned on a cumulative fiscal year-to-date basis, PLUS (3)
          one hundred percent (100%) of the net proceeds from any equity
          securities issued after October 31, 1997.

               (dd) Section 8.16 of the Credit Agreement shall be amended to
     read as follows in its entirety:

               8.16 DEBT TO NET WORTH RATIO.  The Borrower shall not permit (as
          of the end of each fiscal quarter indicated below) its Debt to Net
          Worth Ratio to be greater than the ratio set forth below with respect
          to such fiscal quarter end:

               Fiscal Quarter Ending                             Ratio
               ---------------------                             -----

               July 6, 1996                                      2.20:l.0

               November 2, 1996                                  5.20:1.0

               January 25, 1997                                  5.20:1.0

               April 19, 1997                                    4.70:1.0

               July 12, 1997                                     4.20:1.0

               October 31, 1997, through
               and including the fiscal
               quarter ending July 11, 1998                      3.75:1.0

               October 31, 1998, and each
               fiscal quarter thereafter                         3.50:l.0

               (ee) Section 8.17 of the Credit Agreement shall be amended to
     read as follows in its entirety:

               8.17 FIXED CHARGE COVERAGE RATIO.  The Borrower shall maintain a
          Fixed Charge Coverage Ratio, calculated for the four (4) fiscal
          quarter period immediately preceding the last day of the fiscal
          quarter then ended, of not less than the ratio set forth below with
          respect to such fiscal quarter:

               Fiscal Quarter Ending                             Ratio
               ---------------------                             -----

               July 6, 1996, and each
               fiscal quarter thereafter
               through and including the
               fiscal quarter ending
               April 19, 1997                                    1.15:l.0

               July 12, 1997, and each
               fiscal quarter thereafter
               through and including the


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               fiscal quarter ending
               July 11, 1998                                     1.25:l.0

               October 31 1998, and each
               fiscal quarter thereafter                         1.35:1.0

               (ff) Section 8.18 of the Credit Agreement shall be amended to
     read as follows in its entirety:

               8.18 PROFITABILITY. The Borrower shall maintain Consolidated Net
          Income of not less than zero on a cumulative basis as of the end of
          the first, second and third quarters of each fiscal year, and not less
          than Nine Million Dollars ($9,000,000) for each fiscal year commencing
          with the fiscal year ending November 2, 1996. "CONSOLIDATED NET
          INCOME" means, as determined on the last day of any fiscal quarter,
          net after-tax income of Borrower and its consolidated Subsidiaries
          determined and computed in accordance with GAAP, excluding, however,
          gain(s) attributable to extraordinary items and including, however,
          loss(es) attributable to extraordinary items. It is provided, however,
          that Consolidated Net Income for the fiscal year ending November 2,
          1996, shall not include the one-time deferred tax charge resulting
          from the Borrower's conversion from an S corporation to a C
          corporation during the 1996 fiscal year.

               (gg) Subsection 9.01(m) of the Credit Agreement shall be amended
     to read as follows in its entirety:

                    (m)  OWNERSHIP.  Any Person (other than W. Robert Stover or
          any trust or foundation established by or controlled by W. Robert
          Stover) acquires in excess of thirty percent (30%) of the issued and
          outstanding capital stock of the Borrower entitled to vote for the
          election of members of the Board of Directors of the Borrower, or the
          composition of the Board of Directors of the Borrower changes by more
          than thirty-three percent (33%) from the composition existing as of
          the Closing Date; or

          4.   REPRESENTATIONS AND WARRANTIES.  The Borrower 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 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


                                      -11-

<PAGE>

     enforceable.  The Credit Agreement as amended by this Waiver and Amendment
     constitutes the legal, valid and binding obligations of the Borrower,
     enforceable against it 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)  The Borrower 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.

          5.   EFFECTIVE DATE.  This Waiver and Amendment will become effective
as of September 30, 1996 (the "EFFECTIVE DATE"), PROVIDED that each of the
following conditions precedent is satisfied:

               (a)  The Agent has received from the Borrower and each of the
     Banks a duly executed original (or, if elected by the Agent, an executed
     facsimile copy) of this Waiver and Amendment, together with a duly executed
     Guarantor Acknowledgment and Consent in the form attached hereto (the
     "CONSENT").

               (b)  All representations and warranties contained herein are true
     and correct as of the Effective Date.

               (c)  The Borrower has paid to the Agent for the ratable account
     of the Banks, as determined by each Bank's Commitment Percentage, a term
     loan extension fee in the amount of Twenty Two Thousand Dollars ($22,000).

          6.   RESERVATION OF RIGHTS.  The Borrower 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.

          7.   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


                                      -12-

<PAGE>

     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 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 shall bind such
     Bank or the Borrower, 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 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


                                      -13-

<PAGE>


     filing fees incurred in connection therewith.


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


                                        WESTERN STAFF SERVICES, 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



                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION, as
                                        Agent


                                        By
                                           ---------------------------------
                                           Leandro Balidoy
                                           Vice President



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


                                        By
                                           ---------------------------------
                                           Lori Mazzera.
                                           Vice President



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


                                        By
                                           ---------------------------------
                                           Karen S. Fluegge
                                           Vice President



                                      -14-

<PAGE>


                                        COMERICA BANK-CALIFORNIA, as a
                                        Bank


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


                                      -15-


<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 Borrower of the foregoing Waiver and Second Amendment to
Credit Agreement ("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 (USA), INC.


Dated: 12/6/96                          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: 12/6/96                          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



                                      -16-


<PAGE>


                                        WESTERN TECHNICAL SERVICES, INC.


Dated: 12/6/96                          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: 12/6/96                          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: 12/6/96                          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



                                      -17-