Exhibit 10.8.20.2    EXECUTION COPY

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

ThisSECOND AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVERS AND CONSENT OF GUARANTORS(this
"Amendment") is dated as of June 13, 2003 and entered into by and among WESTAFF, INC., a Delaware corporation
("Parent"),WESTAFF (USA), INC.,a California corporation ("US
Borrower"),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 Borrower 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 (as amended by that certain First Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of
October 31, 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 (which
Amendment shall be effective as of the date that all conditions to such effectiveness set forth herein have been satisfied (the "Effective Date")).

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

MINIMUM EBITDAJune 14, 2003

$
80,000July 12, 2003

$
250,000August 9, 2003

$
1,000,000September 6, 2003

$
1,625,000October 4, 2003

$
2,750,000November 1, 2003

$
3,750,000November 29, 2003

$
4,600,000December 27,2003

$
4,800,000January 24, 2004

$
4,525,000February 21, 2004

$
4,575,000March 20, 2004

$
5,000,000April 17, 2004

$
5,500,000May 15, 2004

$
5,800,000June 12, 2004

$
6,100,000




FISCAL QUARTER
ENDING

MINIMUM EBITDAJuly 10, 2004

$
6,400,000October 30, 2004

$
8,000,000January 22, 2005

$
8,000,000April 16, 2005

$
8,500,000July 9, 2005

$
9,000,000October 29, 2005

$
10,000,000




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2.LIMITED WAIVERS.Subject to the satisfaction of the conditions set forth herein, the Lenders hereby agree
that, notwithstanding the requirements of Annex G (Financial Covenants) Paragraph (c) of the Credit Agreement (without giving effect to this Amendment), the Lenders hereby waive the Events of
Default that arose from the failure of Parent and its Subsidiaries to maintain the required minimum EBITDA with respect to the Fiscal Periods ended March 22, 2003 and April 19, 2003.
These waivers shall be limited precisely as written, shall apply solely with respect to the failure of Parent and its Subsidiaries to maintain the minimum EBITDA required by Annex G
Paragraph (c) of the Credit Agreement for the Fiscal Periods ending March 22, 2003 and April 19, 2003, and nothing contained in this Amendment shall be deemed to constitute a
waiver of any other Default or Event of Default or provision of the Credit Agreement, 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



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4.CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.This, Amendment shall be effective only if and when
(i) 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,
(ii) each Guarantor shall have delivered to the US Agent executed counterparts of the Consent, and (iii) the Agent, for the ratable benefit of the Lenders, shall have received payment by
the Borrowers of a non-refundable fee equal to $135,000.

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 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.RELEASE AND WAIVER OF CLAIMS. DEFENSES AND RIGHTS OF SET OFF.Each of Parent and the Borrowers acknowledges
that the US Agent, the UK Agent and the Lenders have performed all obligations and duties owed to Parent and the Borrowers under the Loan Documents through the date hereof, and each such party
further, acknowledges, represents and warrants that, none of Parent or the Borrowers has any claim, cause of action, defense, or right of set off against the US Agent, the UK Agent or the Lenders,
and, to the extent that any such party has any such rights, each of the Parent and the Borrowers hereby releases, waives, and forever discharges the US Agent, the UK Agent and the Lenders (together
with each of their predecessors, successors and assigns) and each of their officers, directors employees, agents and representative from each action, cause of action, suit, debt, defense, right of set
off, or other claim whatsoever, in law or in equity, known or unknown against the US Agent, the UK Agent or the Lenders.

7.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.

8.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.

9.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 Second Amendment to Multicurrency Credit Agreement, Limited Waivers and
Consent of Guarantors as of the date set forth above.

| |  |                                                                                                                            |  |                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
| |  | WESTAFF (USA), INC.                                                                                                       
| |  | By:                                                                                                                        |  | /s/DIRK A. SODESTROM                             
| |  | Name:                                                                                                                      |  | Dirk A. Sodestrom                                
| |  | Title:                                                                                                                     |  | Senior Vice President and Chief Financial Officer
| |  | WESTAFF SUPPORT, INC.                                                                                                     
| |  | By:                                                                                                                        |  | /s/DIRK A. SODESTROM                             
| |  | Name:                                                                                                                      |  | Dirk A. Sodestrom                                
| |  | Title:                                                                                                                     |  | Senior Vice President and Chief Financial Officer
| |  | WESTAFF (U.K.) LIMITED                                                                                                    
| |  | By:                                                                                                                        |  | /s/DWIGHT S. PEDERSEN                            
| |  | Name:                                                                                                                      |  | Dwight S. Pedersen                               
| |  | Title:                                                                                                                     |  | Director                                         
| |  | GENERAL ELECTRIC CAPITAL CORPORATION,as US Agent, UK Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender
| |  | By:                                                                                                                        |  | /s/LAWRENCE E. RIDGWAY                           
| |  | By:                                                                                                                        |  | Lawrence E. Ridgway                              
| |  | Duly Authorized Signatory                                                                                                 
| |  | BANK OF AMERICA, N. A.,as Documentation Agent, a US Revolving Lender, a Term Lender and a UK Revolving Lender             
| |  | By:                                                                                                                        |  | /s/PHILIP J. SEFCHOVICH                          
| |  | Name:                                                                                                                      |  | Philip J. Sefchovich                             
| |  | Title:                                                                                                                     |  | Assistant Vice President                         

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

| |  |               |  |                                                  
| |  | ------------- |  | -------------------------------------------------
| |  | WESTAFF, INC.
| |  | By:           |  | /s/DIRK A. SODESTROM                             
| |  | Name:         |  | Dirk A. Sodestrom                                
| |  | Title:        |  | Senior Vice President and Chief Financial Officer

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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]

Consent-1

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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:                                                     |  | /s/DIRK A. SODESTROM                                           
| |  | Name:                                                   |  | Dirk A. Sodestrom                                              
| |  | Title:                                                  |  | Senior Vice President and Chief Financial Officer              
| |  | WESTERN MEDICAL SERVICES, INC.,a California corporation
| |  | By:                                                     |  | /s/GARY A. KITTLESON                                           
| |  | Name:                                                   |  | Gary A. Kittleson                                              
| |  | Title:                                                  |  | Executive Vice President, Chief Financial Officer and Secretary
| |  | WESTAFF (USA), INC.                                    
| |  | By:                                                     |  | /s/DIRK A. SODESTROM                                           
| |  | Name:                                                   |  | Dirk A. Sodestrom                                              
| |  | Title:                                                  |  | Senior Vice President and Chief Financial Officer              
| |  | WESTAFF SUPPORT, INC.                                  
| |  | By:                                                     |  | /s/DIRK A. SODESTROM                                           
| |  | Name:                                                   |  | Dirk A. Sodestrom                                              
| |  | Title:                                                  |  | Senior Vice President and Chief Financial Officer              
| |  | MEDIAWORLD INTERNATIONAL                               
| |  | By:                                                     |  | /s/DIRK A. SODESTROM                                           
| |  | Name:                                                   |  | Dirk A. Sodestrom                                              
| |  | Title:                                                  |  | Senior Vice President and Chief Financial Officer              

Consent Signatures-1

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