Exhibit 10.8.20.1

FIRST AMENDMENT TO  MULTICURRENCY CREDIT AGREEMENT,  LIMITED WAIVERS  AND CONSENT OF GUARANTORS

ThisFIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVERS AND CONSENT OF GUARANTORS(this
"Amendment") is dated as of October 31, 2002 and entered into by and amongWESTAFF, INC.,
a Delaware corporation ("Parent"),WESTAFF (USA), INC.,a California corporation
("Westaff USA"),WESTAFF LIMITED PARTNERSHIP, a Delaware limited partnership
("WestLP"),WESTAFF (CA), INC.,a California corporation
("WCA" and, with Westaff USA and WestLP, the "US Borrowers"),WESTAFF (U.K.)
LIMITED,a limited liability company incorporated under the laws of England and Wales ("UK Borrower"), WESTAFF SUPPORT, INC.,a California corporation ("Term Borrower", and together with the US
Borrowers and the UK Borrower, the "Borrowers"), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement
referred to below (the "Lenders"), andGENERAL ELECTRIC CAPITAL CORPORATION, as agent for the US
Revolving Lenders, the Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement referred to below).

Recitals

Whereas,the Parent the Borrowers, the Lenders, and the Agents have entered into that certain Multicurrency Credit
Agreement dated as of May 17, 2002 (the "Credit Agreement"; capitalized terms used in this Amendment without definition shall have the meanings
given such terms in the Credit Agreement); and

Whereas,the Borrowers have requested that the Lenders agree to amend the Minimum EBITDA covenant contained in the Financial Covenants set
forth on Annex G; and

Whereas,the Borrowers have also requested that the Lenders agree to waive certain requirements of the Loan Documents; and

Whereas,the Requisite Lenders are willing to approve such amendment, on the terms and conditions set forth in this Amendment.

Now, therefore,in consideration of the premises and the mutual agreements set forth herein, the Parent, the Borrowers, the Lenders, and
the Agents agree as follows:

1.AMENDMENTS TO CREDIT AGREEMENT.Subject to the conditions and upon the terms set forth in this Amendment, the
Credit Agreement is hereby amended as follows:



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Fiscal Period Ending

EDITDAMay 18, 2002

$
348,000June 15, 2002

$
1,075,000July 13, 2002

$
2,031,000August 10, 2002

$
2,600,000September 7, 2002

$
3,600,000October 5, 2002

$
4,800,000November 2, 2002

$
5,500,000November 30, 2002

$
6,400,000December 28, 2002

$
6,800,000January 25, 2003

$
6,600,000February 22, 2003

$
6,900,000March 22, 2003

$
7,500,000April 19, 2003

$
8,100,000




July 12, 2003

$
9,100,000November 1, 2003

$
10,000,000January 24, 2004

$
12,000,000April 17, 2004

$
12,900,000July 10, 2004

$
13,700,000Thereafter

$
14,000,000


2.LIMITED WAIVERS.The Lenders hereby agree that, notwithstanding the requirements of Annex G (Financial
Covenants) of the Credit Agreement (without giving effect to this Amendment), the Lenders hereby waive the Events of Default that arose from Borrower's failure to maintain a minimum EBITDA with
respect to (a) the Fiscal Period ending September 7, 2002 and (b) the Fiscal Period ending October 5, 2002. These waivers shall be limited precisely as written, and nothing

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contained in this Amendment shall be deemed to constitute a waiver of any other Default or Event of Default, or any consent to departure from the terms of the Credit Agreement.

3.REPRESENTATIONS AND WARRANTIES OF PARENT AND THE BORROWERS.The Credit Parties (other than the UK Borrower),
jointly and severally, and the UK Borrower, only in respect of itself, severally, make the following representations and warranties to each Lender and each Agent with respect to all Credit Parties



4.CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.This Amendment shall be effective only if and when signed by,
and when counterparts hereof shall have been delivered to the US Agent (by hand delivery, mail or telecopy) by, the Parent, the Borrowers and the Requisite Lenders, and counterparts of the Consent
have been delivered to the US Agent by each Guarantor.

5.EFFECT OF AMENDMENT; RATIFICATION.This Amendment is a Loan Document. From and after the date on which this
Amendment becomes effective, all references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. Except as expressly amended or waived hereby, the Credit
Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are

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hereby ratified and confirmed. Each of the Parent and each Borrower confirms that as amended hereby, each of the Loan Documents is in full force and effect.

6.APPLICABLE LAW.THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES.

7.COMPLETE AGREEMENT.This Amendment sets forth the complete agreement of the parties in respect of any
amendment to any of the provisions of any Loan Document. The execution, delivery and effectiveness of this Amendment do not constitute a waiver of any Default or Event of Default, amend or modify any
provision of any Loan Document except as expressly set forth herein or constitute a course of dealing or any other basis for altering the Obligations of any Credit Party.

8.CAPTIONS; COUNTERPARTS.The catchlines and captions herein are intended solely for convenience of reference
and shall not be used to interpret or construe the provisions hereof. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including
by telecopy), all of which taken together shall constitute but one and the same instrument.

[Remainder of page intentionally blank]

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IN WITNESS WHEREOF,each of the undersigned has duly executed this First Amendment to Multicurrency Credit Agreement. Limited Waivers and
Consent of Guarantors as of the date set forth above.

| |  | WESTAFF (USA), INC.        
| |  | ---------------------------
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  | WESTAFF SUPPORT, INC.      
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  | WESTAFF (CA), INC.         
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  | WESTAFF LIMITED PARTNERSHIP
| |  | By:                        
| |  | By:                        
| |  | Name:                      
| |  | Title:                     

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| |  | WESTAFF (U.K.) LIMITED                                                                                                    
| |  | --------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                       
| |  | Name:                                                                                                                     
| |  | Title:                                                                                                                    
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,as US Agent, UK Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender
| |  | By:                                                                                                                       
| |  | By:                                                                                                                       
| |  | BANK OF AMERICA, N. A.,as Documentation Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender             
| |  | By:                                                                                                                       
| |  | Name:                                                                                                                     
| |  | Title:                                                                                                                    

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The following Persons are signatories to this First Amendment to Multicurrency Credit Agreement in their capacity as Credit Parties and not as Borrowers.

| |  | WESTAFF, INC.
| |  | -------------
| |  | By:          
| |  | Name:        
| |  | Title:       

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CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Obligations of the Borrowers under the Credit Agreement and each other Loan Document (including each US Borrower and
Term Borrower in its capacity as a Guarantor of the Obligations of the other Borrowers) and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding the
execution and delivery of the foregoing Amendment, the obligations of each of the undersigned Guarantors are not impaired or affected and the Parent Guaranty, the Subsidiary Guaranty, and the
cross-guaranty contained in the Credit Agreement continue in full force and effect, and (c) ratifies the Parent Guaranty, the Subsidiary Guaranty or the cross-guaranty contained in the Credit
Agreement, as applicable, and each of the Loan Documents to which it is a party and further ratifies the Liens granted by it to the Agent for its benefit and the benefit of the Lenders.

[signatures following; remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF GUARANTORS as of the date first set forth above.

| |  | WESTAFF, INC.                                          
| |  | -------------------------------------------------------
| |  | By                                                     
| |  | Name:                                                  
| |  | Title:                                                 
| |  | WESTAFF (GP), INC.,a California corporation            
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | WESTAFF (LP), INC.,a California corporation            
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | WESTERN MEDICAL SERVICES, INC.,a California corporation
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | WESTAFF (USA), INC.                                    
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 
| |  | WESTAFF SUPPORT, INC.                                  
| |  | By:                                                    
| |  | Name:                                                  
| |  | Title:                                                 

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| |  | WESTAFF (CA), INC.         
| |  | ---------------------------
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  | WESTAFF LIMITED PARTNERSHIP
| |  | By:                        
| |  | By:                        
| |  | Name:                      
| |  | Title:                     
| |  | MEDIAWORLD INTERNATIONAL   
| |  | By:                        
| |  | Name:                      
| |  | Title:                     

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