<PAGE>

                   THIRD AMENDMENT TO CREDIT AGREEMENT
                       AND ASSUMPTION AGREEMENT

    THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENT (the 
"AMENDMENT AND ASSUMPTION"), dated as of March 31, 1997, is entered into by 
and among WESTERN STAFF SERVICES, INC. (the "PARENT"), WESTERN STAFF SERVICES 
(USA), INC. ("USA"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, 
as agent of itself and the Banks (the "AGENT"), and the several financial 
institutions party to the Credit Agreement (collectively, the "BANKS"). 

                              RECITALS

    A. The Parent, the Banks, and the Agent are parties to a Credit Agreement 
dated as of February 21, 1996, and amendments thereto dated as of June 9, 
1996, and September 30, 1996 (collectively, the "CREDIT AGREEMENT") pursuant 
to which the Agent and the Banks have extended certain credit facilities to 
the Parent.

    B. Parent has transferred to USA certain of Parent's assets and 
liabilities, as more fully set forth in that certain Assignment of Contracts, 
Warranties, Contract Rights and Intangible Assets and Transfer of Liabilities 
Agreement entered into on December 30, 1996, between the Parent and USA, as 
well as in that certain Assignment of Contracts, Warranties, Contract Rights 
and Intangible Assets and Transfer of Liabilities Agreement entered into on 
March 28, 1997, between the Parent and USA (collectively, the "ASSIGNMENT 
AGREEMENT").

    C. The Parent and USA have requested that the Banks: (1) agree to such 
transfer of assets and liabilities to USA; (2) permit USA to become a party to 
the Credit Agreement and succeed to all rights of the Parent and assume all 
obligations of the Parent under the Credit Agreement; (3) release the Parent 
from all of its liabilities and obligations to the Banks arising under or in 
connection with the Credit Agreement; and (4) further amend the Credit 
Agreement to reflect the foregoing.

    D. The Banks are willing to grant the requests of the Parent and USA, 
subject to the terms and conditions of this Amendment and Assumption.

    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. CONSENT TO TRANSFER. The Banks hereby consent to 

                               -1-

<PAGE>

the transfer by the Parent to USA of the Parent's assets and liabilities, as 
set forth in the Assignment Agreement, notwithstanding any violation that 
might otherwise occur under Sections 8.02 or 8.03 or any other provision of 
the Credit Agreement as a result of such transfer.

    3. ASSUMPTION BY USA. USA hereby covenants, promises and agrees (a) to 
pay when due all sums now or hereafter owing under the Credit Agreement, in 
the manner and in all respects as therein provided, (b) to perform each and 
all the obligations provided in the Credit Agreement to be performed by Parent 
at the time, in the manner and in all respects as therein provided, and (c) 
to be bound by each and all the terms and provisions of the Credit Agreement 
as though it had originally been made, executed and delivered by USA. All 
references in the Credit Agreement to "Borrower" shall be deemed to refer to 
"USA" except as otherwise provided in Section 5 below.

    4. RELEASE OF PARENT. Parent is hereby released from further obligation 
or liability to the Banks under or on account of the Credit Agreement except 
to the extent of liabilities arising pursuant to the Guaranty and the 
Guarantor Security Agreement required under Section 7(e) below.

    5. AMENDMENTS TO CREDIT AGREEMENT.

       (a) Section 1.01 of the Credit Agreement is amended by the addition 
  thereto of a new definition as follows:

           "PARENT" means Western Staff Services, Inc., a Delaware 
    corporation.

       (b) The definitions of "Consolidated Current Assets", "Consolidated 
  Current Liabilities, "Consolidated Net Income", "Consolidated Tangible Net 
  Worth", "Consolidated Total Assets", "Consolidated Total Liabilities", 
  "Fixed Charge Coverage Ratio", and "Net Profit After Tax" in Section 1.01 
  of the Credit Agreement are amended by substituting "Parent" for "Borrower" 
  in each place where the latter term appears therein.

       (c) The definitions of "ERISA Event", "Multiemployer Plan", and 
  "Pension Plan" in Section 1.01 are amended by adding the words "or the 
  Parent" immediately following "Borrower" in each place where the latter 
  term appears therein.

       (d) The preamble to Article VI of the Credit Agreement is amended by 
  adding the following to the beginning thereof:

    All representations and warranties set forth in this

                                 -2-

<PAGE>

    Article VI shall be understood to mean the Parent in addition to, or in 
    lieu of, the Borrower, as the context may require.

       (e) Subsections 7.01(a) and 7.01(b) are amended by substituting 
  "Parent" for "Borrower" in each place where the latter term appears therein. 
  Subsection 7.01(b) is further amended by substituting the words "the first, 
  second and third fiscal quarters of each fiscal year" for the words "each 
  fiscal quarter".

       (f) Subsections 7.02(c) and 7.02(e) are amended by substituting 
  "Parent" for "Borrower" and "Parent's" for "Borrower's" in each place where 
  the latter terms appear therein.

       (g) Subsections 7.03(b), 7.03(c), 7.03(d), 7.03(e), 7.03(f), and 
  7.03(j) are amended by adding the words "or the Parent" immediately 
  following "Borrower" in each place where the latter term appears therein.

       (h) Subsection 7.03(g) is amended by substituting "Parent" for 
  "Borrower".

       (i) The penultimate sentence of Section 7.03 is amended by adding the 
  words "or the Parent, as applicable," immediately following the word 
  "Borrower" in each place where the latter term appears therein.

       (j) The preamble to Section 7.04 is amended by adding the words "and 
  the Parent" immediately following the word "Subsidiaries".

       (k) The preamble to Section 7.07 is amended by adding the words "and 
  the Parent" immediately following the word "Subsidiaries".

       (l) Section 7.08 is amended by adding the words "and the Parent" 
  immediately following the word "Subsidiaries".

       (m) Section 7.09 is amended by adding the words "and the Parent" 
  immediately following the word "Subsidiaries" in each place where the 
  latter term appears therein.

       (n) Subsections 7.10(a) and 7.10(b) are amended by adding the words 
  "and the Parent" immediately following the word "Subsidiaries" in each 
  place where the latter term appears therein.

       (o) Subsection 7.13(b) is amended by adding the word "domestic" 
  immediately following the word "active".

                                   -3-

<PAGE>

       (p) Subsections 7.15(a) and 7.15(b) are amended by adding the words 
  "and the Parent" immediately following the word "Subsidiaries" in each place 
  where the latter term appears therein.

       (q) Section 7.16 is amended by adding the words "and the Parent" 
  immediately following the words "ERISA Affiliates".

       (r) The preamble to Section 8.02 is amended by adding the words "or 
  the Parent" immediately following the word "Subsidiaries".

       (s) The preamble to Section 8.03 is amended by adding the words "or 
   the Parent" immediately following the word "Subsidiaries".

       (t) The preamble to Section 8.04 is amended by adding the words "or 
  the Parent" immediately following the word "Subsidiaries".

       (u) The preamble to Section 8.05 is amended by adding the words "or 
  the Parent" immediately following the word "Subsidiaries".

       (v) Section 8.06 is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries" or the word "Subsidiary" in 
  each place where such latter terms appear therein.

       (w) Section 8.07 is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries".

       (x) The preamble to Section 8.08 is amended by adding the words "or 
  the Parent" immediately following the word "Subsidiaries".

       (y) Section 8.09 is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries" in each place where such latter 
  term appears therein.

       (z) Section 8.10 is amended by adding the words "or the Parent" 
  immediately following the word "ERISA Affiliate".

       (aa) The preamble to Section 8.11 is amended by adding the words "or 
the Parent" immediately following the word "Subsidiaries".

       (bb) Subsection 8.11(b) is amended to read as follows in its entirety:

                                     -4-

<PAGE>

            (b) Any Person or Business Unit so acquired (the "ACQUIREE") 
    shall have achieved a positive net pre-tax income (computed and 
    determined in accordance with GAAP, excluding, however, gains and 
    loss(es) attributable to extraordinary items and owner-related 
    compensation and other benefits) for the fiscal year preceding the date 
    of the Acquisition.

       (cc) Subsection 8.11(c) is deleted in its entirety.

       (dd) Section 8.12 is amended to read as follows in its entirety:

       8.12 RESTRICTED PAYMENTS. The Borrower shall not, and shall not suffer 
    or permit any of its Subsidiaries or the Parent to, declare or make any 
    dividend payment or other distribution of assets, properties, cash, 
    rights, obligations or securities on account of any shares of any class 
    of its capital stock, or purchase, redeem or otherwise acquire for value 
    any shares of its capital stock or any warrants, rights or options to 
    acquire such shares, now or hereafter outstanding; except that:

            (a) the Borrower, its Subsidiaries, and the Parent may declare 
    and make dividend payments or other distributions payable solely in their 
    common stock, and purchase, redeem or otherwise acquire shares of their 
    common stock or warrants or options to acquire any such shares with the 
    proceeds received from the substantially concurrent issue of new shares of 
    their common stock;

            (b) the Borrower may declare and make cash dividend payments to 
    the Parent; and

            (c) 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.

       (ee) Section 8.13 is amended by adding the words "and the Parent" 
  immediately following the word "Borrower".

       (ff) Sections 8.14, 8.15, 8.16, 8.17 and 8.18 are amended by adding 
  the words "on a consolidated basis with the Parent" immediately following 
  the word "Borrower" in each place where such latter term appears therein.

       (gg) Section 8.19 is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries".

                                      -5-

<PAGE>

       (hh) Section 8.20 is amended to read as follows in its entirety:

       8.20 CHANGE IN STRUCTURE. Except as expressly permitted under Section 
    8.03, the Borrower shall not and shall not permit any of its Subsidiaries 
    or the Parent to, make any changes in its equity capital structure 
    (including in the terms of its outstanding stock), or amend its 
    certificate of incorporation or by-laws in any material respect.

       (ii) Section 8.21 is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries" in each place where such latter 
  terms appears therein.

       (jj) Subsection 9.01(b) is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries" in each place where such 
  latter term appears therein.

       (kk) Subsection 9.01(c) is amended by deleting the clause beginning 
  with the words "PROVIDED, HOWEVER," and continuing through and including 
  the semicolon immediately preceding the word "or".

       (ll) Subsection 9.01(e) is amended by adding the words "or the Parent" 
  immediately following the word "Subsidiaries".

       (mm) Subsection 9.01(f) is amended by adding the words "or the Parent" 
  immediately following the words "Material Subsidiaries".

       (nn) Subsection 9.01(g) is amended to read as follows in its entirety:

            (g) INVOLUNTARY PROCEEDINGS. (i) Any involuntary Insolvency 
    Proceeding is commenced or filed against the Borrower or the Parent or any 
    Material Subsidiary of the Borrower, or any writ, judgment, warrant of 
    attachment, execution or similar process, is issued or levied against a 
    substantial part of the Borrower's or the Parent's or any such Material 
    Subsidiary's Properties, and any such proceeding or petition shall not be 
    stayed or dismissed, or such writ, judgment, warrant of attachment, 
    execution or similar process shall not be released, vacated or fully bonded 
    within sixty (60) days after commencement, filing or levy; (ii) the Borrower
    or any of its Subsidiaries or the Parent admits the material allegations of 
    a petition against it in any Insolvency Proceeding, or an order for relief 
    (or similar order

                                        -6-

<PAGE>

    under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) 
    the Borrower or any of its Subsidiaries or the Parent acquiesces in the 
    appointment of a receiver, trustee, custodian, conservator, liquidator, 
    mortgagee in possession (or agent therefor), or other similar Person for 
    itself or a substantial portion of its Property or business;

       (oo) Subsection 9.01(h) is amended by adding the words "or the Parent" 
  immediately following the word "Borrower".

       (pp) Subsections 9.01(i) 9.01(j), and 9.01(k) are amended by adding the 
  words "or the Parent" immediately following the word "Subsidiaries" in each 
  place where such latter term appears therein.

       (qq) Subsection 9.01(l) is amended by adding the words "or the Parent" 
  immediately following the word "Borrower" in each place where such latter 
  term appears therein.

       (rr) Subsection 9.01(m) is amended to read as follows in its entirety:

            (m) OWNERSHIP. (i) The Parent ceases to own one hundred percent 
    (100%) of the issued and outstanding capital stock of the Borrower, or 
    (ii) 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 
    Parent entitled to vote for the election of members of the Board of 
    Directors of the Parent, or the composition of the Board of Directors of 
    the Parent changes by more than thirty-three percent (33%) from the 
    composition existing as of the Closing Date; or

       (ss) Schedule 6.19 to the Credit Agreement is replaced in its entirety 
  with Revised Schedule 6.19 attached hereto.

    6. REPRESENTATIONS AND WARRANTIES. The Parent and USA hereby represent and 
warrant to the Agent and the Banks as follows:

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

       (b) The execution, delivery and performance by the Parent and USA of 
  this Amendment and Assumption have been duly authorized by all necessary 
  corporate and other action and do not and will not require any registration

                                        -7-

<PAGE>

  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 and Assumption constitutes 
  the legal, valid and binding obligations of USA, enforceable against it in 
  accordance with its respective terms, without defense, counterclaim or offset.

       (c) All representations and warranties contained in the Credit 
  Agreement as modified by this Amendment and Assumption are true and correct.

       (d) Each of the Parent and USA is entering into this Amendment and 
  Assumption on the basis of its own investigation and for its own reasons, 
  without reliance upon the Agent and the Banks or any other Person.

    7. EFFECTIVE DATE. This Amendment and Assumption will become effective as 
of March 31, 1997 (the "EFFECTIVE DATE"), PROVIDED that the Agent shall have 
received all of the following, in form and substance satisfactory to the 
Agent and each Bank and in sufficient copies for each Bank:

       (a) This Amendment and Assumption duly executed by the Parent, USA, 
  the Agent, the Issuing Bank and each of the Banks, together with a duly 
  executed Guarantor Acknowledgment and Consent in the form attached hereto.

       (b) A Borrower Security Agreement duly executed by USA and including, 
  without limitation, a complete listing of all servicemarks, trademarks and 
  copyrights owned by USA.

       (c) A copy of the recordation request submitted to the United States 
  Patent and Trademark Office with respect to each servicemark and trademark 
  assigned by the Parent to USA pursuant to the Assignment Agreement, and a 
  copy of the recordation request submitted to the United States Copyright 
  Office with respect to each copyright assigned by the Parent to USA pursuant 
  to the Assignment Agreement.

       (d) Certified copies of the resolutions of the board of directors of 
  USA approving and authorizing the execution, delivery and performance by USA 
  of this Amendment and Assumption and the other Loan Documents to be delivered 
  hereunder.

       (e) A Guaranty and a Guarantor Security Agreement duly executed by the 
  Parent and including, without limitation, a complete listing of all 
  servicemarks, trademarks and copyrights owned by the Parent.

       (f) A Guaranty and a Guarantor Security Agreement

                                    -8-

<PAGE>

  duly executed by Western Staff Services (Guam), Inc. ("WSS (GUAM)") and 
  Alternative Billing Services, Inc. ("ABS"), together with a UCC-1 financing 
  statement executed by WSS (Guam) and ABS to perfect the security interests 
  of the Agent for the benefit of the Banks, together with such evidence that 
  Agent may request to confirm that the Collateral owned by WSS (Guam) and ABS 
  is subject to no other Liens in favor of any Persons (other than Permitted 
  Liens).

       (g) The articles or certificate of incorporation of WSS (Guam) and 
  ABS, certified by the Secretary of State (or similar, applicable Governmental 
  Authority) of the state of its incorporation, and the bylaws of WSS (Guam) 
  and ABS as in effect on the Effective Date, certified by its Secretary or 
  Assistant Secretary.

       (h) Certified copies of the resolutions of the board of directors of 
  the Parent, WSS (Guam), and ABS approving the Guaranty and the Guarantor 
  Security Agreement to be delivered by each of them hereunder.

       (i) A certificate of the Secretary or Assistant Secretary of USA, the 
  Parent, WSS (Guam), and ABS certifying the names and true signatures of the 
  officers of each entity authorized to execute, deliver and perform, as 
  applicable, this Amendment and Assumption, the Guaranty, and all other Loan 
  Documents to be delivered hereunder. 

    8. CONDITION SUBSEQUENT. By September 30, 1997, USA shall deliver to the 
Agent the following:

       (a) A copy of the United States Patent and Trademark Office Notice of 
  Recordation of Assignment with respect to each servicemark and trademark 
  assigned by the Parent to USA pursuant to the Assignment Agreement, 
  evidencing date, reel and frame number of recordation;

       (b) A copy of the United States Patent and Trademark Office Notice of 
  Recordation of Assignment with respect to the re-assignment by USA to Parent 
  of servicemark nos. 1,009,578 and 1,942,774 (which were erroneously assigned 
  by the Parent to USA), evidencing date, reel and frame number of recordation;

       (c) A copy of the United States Copyright Office Certificate of 
  Recordation with respect to each copyright assigned by the Parent to USA 
  pursuant to the Assignment Agreement, evidencing date, volume, and page of 
  recordation.

    9. RESERVATION OF RIGHTS. USA acknowledges and agrees that the execution 
and delivery by the Agent and the Banks of this Amendment and Assumption 
shall not be deemed to create a

                                     -9-

<PAGE>

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.

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

        (b) This Amendment and Assumption 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 and Assumption.

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

        (d) This Amendment and Assumption 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 Amendment and Assumption, 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 and 
  Assumption supersedes all prior drafts and communications with respect 
  thereto. This Amendment and Assumption 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

                                   -10-

<PAGE>

  and Assumption shall be deemed prohibited by or invalid under any 
  applicable law, such provision shall be invalidated without affecting the 
  remaining provisions of this Amendment and Assumption or the Credit 
  Agreement, respectively.

       (g) USA 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 Amendment and Assumption and the 
  Loan Documents required hereunder, including without limitation appraisal, 
  audit, search and filing fees incurred in connection therewith.

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

                                  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

                                  BANK OF AMERICA NATIONAL TRUST
                                  AND SAVINGS ASSOCIATION, as
                                  Agent

                                  By /s/
                                    ---------------------------------------
                                      Leandro Balidoy
                                      Vice President

                                     -11-

<PAGE>

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

                                  By /s/
                                    ---------------------------------------
                                     Lori Mazzera
                                     Vice President

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

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

                                  COMERICA BANK-CALIFORNIA, as a
                                  Bank

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


                                   -12-

<PAGE>

                             GUARANTOR ACKNOWLEDGMENT
                                   AND CONSENT
                             ------------------------

    The undersigned, each a guarantor or third party pledgor with respect to 
the Parent'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 the Parent and USA of the foregoing Third 
Amendment to Credit Agreement and Assumption Agreement ("the AMENDMENT AND 
ASSUMPTION"), 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 and Assumption.)

                                  WESTERN STAFF SERVICES (NY), INC.

Dated: March 31, 1997             By /s/ Paul A. Norberg
       ---------------              ------------------------------------
as of                                Paul A. Norberg
                                     Executive Vice President and
                                     Chief Financial Officer

                                  By /s/ Michael W. Ehresman
                                    ------------------------------------
                                     Michael w. Ehresman
                                     Vice President and Treasurer

                                  WESTERN TECHNICAL SERVICES, INC.

Dated: March 31, 1997             By /s/ Paul A. Norberg
       ---------------              ------------------------------------
as of                                Paul A. Norberg
                                     Executive Vice President and
                                     Chief Financial Officer

                                  By /s/ Michael W. Ehresman
                                    ------------------------------------
                                     Michael W. Ehresman
                                     Vice President and Treasurer

                                        -13-

<PAGE>

                                  MEDIAWORLD INTERNATIONAL

Dated: March 31, 1997             By /s/ Paul A. Norberg
       ---------------              ------------------------------------
as of                                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: March 31, 1997             By /s/ Paul A. Norberg
       ---------------              ------------------------------------
as of                                Paul A. Norberg
                                     Executive Vice President and
                                     Chief Financial Officer

                                  By /s/ Michael W. Ehresman
                                    ------------------------------------
                                     Michael W. Ehresman
                                     Vice President and Treasurer

                                 -14-

<PAGE>

                              REVISED SCHEDULE 6.19

                                SUBSIDIARIES AND
                               EQUITY INVESTMENTS

ACTIVE DOMESTIC SUBSIDIARIES

Western Staff Services (USA), Inc.
Western Staff Services (NY), Inc.
Western Technical Services, Inc.
Western Permanent Services Agency, Inc.
MediaWorld International
Western Staff Services (Guam), Inc.
Alternative Billing Services, Inc.

INACTIVE DOMESTIC SUBSIDIARIES

Western Legal Services, Inc.
Western Television News, Inc.

FOREIGN SUBSIDIARIES

Australia:
Western Staff Services Pty. Ltd.
Western Personnel Services Pty. Ltd.
Western Temporary Services Pty. Ltd.

Denmark:
Western Service A/S
Aksten's Kontorservice "Vikar" ApS

New Zealand:
Western Staff Services (N.Z.) Limited

Norway:
Western Staff Services A/S
Kontorservice A/S

United Kingdom:
Western Staff Services (U.K.) Limited

                                  -15-