<PAGE>

                        FIRST AMENDMENT TO CREDIT AGREEMENT


          THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"), dated as
of May 15, 1998, is entered into by and among WESTERN STAFF SERVICES (USA), INC.
("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS" and together with WSS,
collectively, the "BORROWERS" and individually, a "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 Borrowers, Banks, and Agent are parties to a Credit Agreement
dated as of March 4, 1998 (the "CREDIT AGREEMENT") pursuant to which the Agent
and the Banks have extended certain credit facilities to the Borrowers.

          B.  The Borrowers have requested that the Banks consent to the terms
of a certain Note Purchase Agreement dated on or about May 15, 1998 among the
Borrowers, Nationwide Life Insurance Company, and Jackson National Life
Insurance Company.

          C.  The Banks are willing to grant the request of the Borrowers,
provided the Credit Agreement is amended as set forth in this 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.  AMENDMENTS TO CREDIT AGREEMENT.

                    (a)  The following new defined terms are added to Section
     1.01 of the Credit Agreement:

                    "NOTE PURCHASE AGREEMENT"  means that certain Note Purchase
               Agreement among the Borrowers and Note Purchasers dated on or
               about May 15, 1998, pursuant to which Borrowers have agreed to
               issue and Note Purchasers have agreed to acquire 6.77% Senior
               Secured Notes due May 15, 2008, in the aggregate principal amount
               of Thirty Million Dollars ($30,000,000).
     
                    "NOTE PURCHASERS" means Nationwide Life Insurance Company,
               Jackson National Life Insurance Company, and their respective
               successors and assigns.

                    (b)  Section 7.13 of the Credit Agreement is amended by the
     addition of the following subsection (e) thereto:

                         (e)  Cause any Subsidiary which is not a Loan Party and
               which executes a guaranty and security agreement in favor of the
               Note Purchasers in support of the Borrowers' obligations under
               the Note Purchase Agreement to concurrently become a Loan Party
               as provided in subsections (a) and (b) above.

                    (c)  A new Section 8.15 is added to the Credit Agreement to
     read as follows:


                                         -1-
<PAGE>


                    8.15  LIMITATION ON TOTAL INDEBTEDNESS.  The Borrowers shall
               not permit the ratio of Total Indebtedness to Total
               Capitalization to exceed 55%.  For purposes of this Section 8.15
               only, the following terms have the meanings indicated:

                    "TOTAL INDEBTEDNESS" means, without duplication, the sum of
               the following Indebtedness of the Parent and its consolidated
               Subsidiaries:  (i) liabilities for borrowed money (including
               Revolving Loans from time to time created hereunder) and
               redemption obligations in respect of mandatorily redeemably
               preferred stock; (ii) liabilities for the deferred purchase price
               of property (excluding accounts payable arising in the Ordinary
               Course of Business but including all liabilities created or
               arising under any conditional sale or other title retention
               agreement with respect to any such property); (iii) Capital
               Leases; (iv) all liabilities for borrowed money secured by any
               Lien with respect to any property owned by any such Person
               (whether or not it has assumed or otherwise become liable for
               such liabilities); (v) L/C Borrowings; (vi) Swap Contracts; (vii)
               any Guaranty Obligations with respect to liabilities of a type
               described in any of the clauses (i) through (vi).
     
                    "TOTAL CAPITALIZATION" means the sum of Total Indebtedness
               and Consolidated Net Worth.

                    (d)  Subsection 11.01(e) of the Credit Agreement is amended
     by adding "8.15," immediately following "8.14,".

          3.  REPRESENTATIONS AND WARRANTIES.  The Borrowers each hereby
represent and warrant to the Agent and the Banks as follows:

                    (a)  No Default or Event of Default has occurred and is
     continuing. 

                    (b)  The execution, delivery and performance by the
     Borrowers of this 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 Amendment constitutes the legal, valid
     and binding obligations of the Borrowers, enforceable against each of them
     in accordance with its respective terms, without defense, counterclaim or
     offset.  

                    (c)  All representations and warranties of the Borrowers
     contained in the Credit Agreement are true and correct.

          4.  EFFECTIVE DATE.  This Amendment will become effective as of the
date that the Agent shall have received this Amendment duly executed by the
Borrowers, the Agent, the Issuing Bank and each of the Banks, together with a
duly executed Guarantor Acknowledgment and Consent in the form attached hereto.

          5.  RESERVATION OF RIGHTS.  Each of the Borrowers acknowledges and
agrees that the execution and delivery by the Agent and the Banks of this
Amendment shall not be deemed to create a course of dealing or otherwise
obligate the Agent or the Banks to forbear or execute similar amendments under
the same or similar circumstances in the future.


                                         -2-
<PAGE>


          6.  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
     Amendment.  This Amendment shall be deemed incorporated into, and a part
     of, the Credit Agreement.

                    (b)  This 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 Amendment.

                    (c)  This Amendment shall be governed by and construed in
     accordance with the law of the State of California.

                    (d)  This 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 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 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 Amendment
     supersedes all prior drafts and communications with respect thereto.  This
     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 Amendment shall be
     deemed prohibited by or invalid under any applicable law, such provision
     shall be invalidated without affecting the remaining provisions of this
     Amendment or the Credit Agreement, respectively.

          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment 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


                                         -3-

<PAGE>

                                        WESTERN MEDICAL SERVICES, INC.
     

                                        By /s/ Michael J. Nicholson
                                          ---------------------------------
                                          Michael J. Nicholson
                                          President, Chief Operating Officer
                                          and Chief Financial Officer


                                        By /s/ Cynthia L. Sloneker
                                          ---------------------------------
                                          Cynthia L. Sloneker
                                          Controller


                                        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/ Lisa M. Thomas
                                          ---------------------------------
                                          Lisa M. Thomas
                                          Vice President

     
                                        COMERICA BANK-CALIFORNIA, as a Bank


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

     
                                        SANWA BANK CALIFORNIA, as a Bank


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


                                         -4-

<PAGE>
                                          
                              GUARANTOR ACKNOWLEDGMENT
                                   AND CONSENT        



          The undersigned, each a guarantor or third party pledgor with respect
to the Borrowers' 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 Borrowers of the foregoing First Amendment to Credit
Agreement (the "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 Amendment.)


                                        WESTERN STAFF SERVICES, INC.

Dated:_________________                 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 (NY), INC.


Dated: _________________                By /s/ Michael J. Nicholson
                                          ---------------------------------
                                          Michael J. Nicholson
                                          President, Chief Operating Officer,
                                          and Chief Financial Officer


                                        By /s/ Cynthia L. Sloneker
                                          ---------------------------------
                                          Cynthia L. Sloneker
                                          Controller


                                        WESTERN TECHNICAL SERVICES, INC.


Dated: _________________                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
     


                                         -5-

<PAGE>

                                        MEDIAWORLD INTERNATIONAL


Dated: _________________                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 (GUAM), INC.
     

Dated: _________________                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: _________________                By /s/ Michael J. Nicholson
                                          ---------------------------------
                                          Michael J. Nicholson
                                          President, Chief Operating Officer,
                                          and Chief Financial Officer


                                        By /s/ Cynthia L. Sloneker
                                          ---------------------------------
                                          Cynthia L. Sloneker
                                          Controller


                                        BEST TEMPORARIES, INC.


Dated: _________________                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




                                         -6-

<PAGE>

                                        BEST TEMPORARIES FEDERAL SYSTEMS, INC.


Dated: _________________                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


                                         -7-