<PAGE>

                               WESTAFF (USA), INC.
                         WESTERN MEDICAL SERVICES, INC.


      SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND TRANSACTION DOCUMENTS

         This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND TRANSACTION
DOCUMENTS (this "AMENDMENT"), dated as of August 9, 1999, is among Westaff
(USA), Inc., a California corporation formerly known as Western Staff Services
(USA), Inc. ("WSS"), and Western Medical Services, Inc., a California
corporation ("WMS") (WSS and WMS sometimes hereinafter are referred to
individually as a "CO-ISSUER" and collectively as "CO-ISSUERS") and the
purchasers listed in Schedule A to the Note Purchase Agreement (as defined
below). Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed thereto in the Note Purchase Agreement, as amended hereby.

                                R E C I T A L S

         1.    The Co-Issuers entered into a Note Purchase Agreement dated
May 15, 1998 (the "ORIGINAL NOTE PURCHASE AGREEMENT") in connection with the
issue of certain 6.77% Senior Secured Notes (the "ORIGINAL NOTES") to the
purchasers listed in Schedule A to the Note Purchase Agreement.

         2.    The Co-Issuers entered into a First Amendment to Note Purchase
Agreement and Transaction Documents dated as of November 16, 1998 (the "FIRST
AMENDMENT") (the Original Note Purchase Agreement, as amended by the First
Amendment, is referred to herein as the "NOTE PURCHASE AGREEMENT"). In
connection with the execution and delivery of the First Amendment, the
Co-Issuers issued to each Purchaser a certain Amended and Restated 6.77%
Senior Note due May 20, 2008 dated November 16, 1998 (collectively, the
"NOTES"), which amended and restated the Original Notes in their entirety.

         3.    The Co-Issuers, Alternative Billing Services, Inc., and
Western Medical Services (NY), Inc. (the Co-Issuers, Alternative Billing
Services, Inc. and Western Medical Services (NY), Inc. are referred to herein
collectively as the "WESTERN PARTIES") and Intrepid Companies, Inc. ("BUYER")
have entered into the Asset Purchase Agreement. Pursuant to the Asset
Purchase Agreement, the Western Parties have agreed to sell certain assets to
Buyer, excluding, among other things, cash or customer remittances not yet
applied.

         4.    The Co-Issuers have requested that the holders of the Notes
consent to the WMS Disposition (as defined below) and release their liens in
the assets which are the subject of WMS Disposition (as defined below). The
holders of the Notes are willing to so consent on the terms and subject to
the conditions contained in this Amendment.

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Co-Issuers and the holders of the Notes agree as follows:

         1. AMENDMENT TO NOTE PURCHASE AGREEMENT. Section 10.6 of the Note
Purchase Agreement is hereby deleted in its entirety and the following is hereby
substituted therefor:


<PAGE>

                   SECTION (a)     SALE OF ASSETS.  Other than in the
          ordinary course of business or in connection with a Sale and
          Leaseback Transaction, no Co-Issuer will, or will permit the
          Company or any of its Restricted Subsidiaries to, directly or
          indirectly, in a single transaction or a series of
          transactions, sell, lease, transfer, abandon or otherwise
          dispose of or suffer to be sold, leased, transferred, abandoned
          or otherwise disposed of (collectively, "TRANSFER") assets in
          any fiscal year in excess of 15% of the Consolidated Total
          Assets ("SUBSTANTIAL ASSETS") determined as of the end of the
          immediately preceding fiscal year or if such Transfer of
          Substantial Assets in the aggregate in more than one fiscal
          year would exceed 25% of Consolidated Total Assets determined
          as the average of Consolidated Total Assets determined as of
          the fiscal year end of the three fiscal years immediately
          preceding the date of determination, unless the proceeds of
          such Transfer of Substantial Assets are used within 180 days to
          (i) acquire productive assets or (ii) reduce Indebtedness of
          the Co-Issuers, the Company or its Restricted Subsidiaries
          which is not junior in right of payment to the Notes.
          Notwithstanding the foregoing, the Purchasers acknowledge that
          the Co-Issuers, Alternative Billing Services, Inc. and Western
          Medical Services (NY), Inc. have entered into the Asset
          Purchase Agreement with Intrepid Companies, Inc. dated July 22,
          1999 (the "ASSET PURCHASE AGREEMENT") and consent to the
          consummation of the transactions contemplated thereunder (the
          "WMS DISPOSITION"), in which event, each Purchaser shall
          authorize a release of its security interest in the assets
          which are the subject of the WMS Disposition. Upon (i) WMS's
          receipt of substantially all of the customer remittances
          payable to WMS which are outstanding as of August 9, 1999 and
          application thereof to the applicable customer accounts, and
          (ii) WMS's distribution of such remittances and all other cash
          or other assets of WMS to the Company, WSS or one of the
          Restricted Subsidiaries, and provided that WMS has not
          purchased or otherwise obtained an interest in any other
          assets, (x) WMS's obligation as a Co-Issuer shall be
          extinguished and the Purchasers will tender their existing
          Notes upon the request of WSS in exchange for new Notes in
          which WSS will be the sole issuer; and (y) each Purchaser
          shall, upon request of WSS, execute a release of WMS from its
          obligations under this Agreement, the Other Agreements, the
          Notes and its collateral described in the Security Agreement
          which has not been previously released.

         2. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become
effective as of the date hereinabove written and upon (i) the execution and
delivery of this Amendment by the Co-Issuers to the Purchasers and (ii) the
consummation of the WMS Disposition as contemplated in the Asset Purchase
Agreement.

                  [remainder of page intentionally left blank]




                                      2
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date hereinabove written.


                                           WESTAFF (USA), INC.


                                           By:  /s/ Paul A. Norberg
                                                ----------------------------
                                                Paul A. Norberg
                                                Executive Vice President and
                                                Chief Financial Officer


                                           WESTERN MEDICAL SERVICES, INC.


                                           By:  /s/ Gary A. Kittleson
                                                ----------------------------
                                                Gary A. Kittleson
                                                Vice President



PPM AMERICA, INC.,  AS ATTORNEY IN FACT,
ON BEHALF OF JACKSON NATIONAL LIFE
INSURANCE COMPANY


By
     ----------------------------
     James D. Young
     Managing Director






                                      3
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date hereinabove written.


                                           WESTERN STAFF SERVICES (USA), INC.


                                           By:
                                                ----------------------------
                                                Paul A. Norberg
                                                Executive Vice President and
                                                Chief Financial Officer

                                           WESTERN MEDICAL SERVICES, INC.


                                           By:
                                                ----------------------------
                                                Gary A. Kittleson
                                                Vice President



PPM AMERICA, INC.,  AS ATTORNEY IN FACT,
ON BEHALF OF JACKSON NATIONAL LIFE
INSURANCE COMPANY


By   /s/ James D. Young
     ----------------------------
     James D. Young
     Managing Director






                                      3
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date hereinabove written.


                                           WESTERN STAFF SERVICES (USA), INC.


                                           By:  /s/ Paul A. Norberg
                                                ----------------------------
                                                Paul A. Norberg
                                                Executive Vice President and
                                                Chief Financial Officer

                                           WESTERN MEDICAL SERVICES, INC.


                                           By:  /s/ Gary A. Kittleson
                                                ----------------------------
                                                Gary A. Kittleson
                                                Vice President



NATIONWIDE LIFE INSURANCE COMPANY


By:
   ---------------------------------
   Name:
        ----------------------------
   Title:
         ---------------------------






                                      4
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date hereinabove written.


                                           WESTERN STAFF SERVICES (USA), INC.


                                           By:
                                                ----------------------------
                                                Paul A. Norberg
                                                Executive Vice President and
                                                Chief Financial Officer

                                           WESTERN MEDICAL SERVICES, INC.


                                           By:
                                                ----------------------------
                                                Gary A. Kittleson
                                                Vice President



NATIONWIDE LIFE INSURANCE COMPANY


By:  /s/ Mark W. Poeppelman
   ---------------------------------
   Name:  Mark W. Poeppelman
        ----------------------------
   Title: Authorized Signatory
         ---------------------------






                                      4