HALL KINION & ASSOCIATES INC
SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>dex1011.txt
<DESCRIPTION>SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11


                              SECOND AMENDMENT TO
                      REVOLVING LOAN AND SECURITY AGREEMENT

         This SECOND AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT is
entered into as of November 26, 2002 (this "Amendment") by and between COMERICA
BANK-CALIFORNIA ("Bank"), a California banking corporation and HALL, KINION &
ASSOCIATES, INC., a Delaware corporation ("Borrower").

                                    RECITALS

         WHEREAS, Borrower and Bank have previously entered into that certain
Revolving Loan and Security Agreement dated June 21, 2002 (as amended, the "Loan
Agreement"); and

         WHEREAS, Borrower is requesting modifications to certain financial
covenants, and Bank has agreed to modify certain financial covenants pursuant to
certain terms and conditions, as set forth more completely herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

          1. Incorporation by Reference; Definitions. The foregoing Loan
     Agreement and the Recitals are incorporated herein by this reference as
     though set forth in full herein. Any term not defined herein shall have the
     meaning given in the Loan Agreement.

          2. Amendment to the Loan Agreement. The Loan Agreement is hereby
     modified as set forth below.

          2.1 Amendment to Section 9.2 of the Loan Agreement. Section 9.2 of the
     Loan Agreement is hereby amended by deleting it in its entirety and
     replacing it with the following:

                           9.2 Minimum Effective Tangible Net Worth. Borrower
                  shall maintain, commencing as of December 31, 2002, and on the
                  last day of each fiscal quarter of Borrower thereafter,
                  Effective Tangible Net Worth of at least Twenty Three Million
                  and 00/100 Dollars ($23,000,000.00); provided, however that
                  such amount shall increase, on a cumulative basis, by an
                  amount equal to eighty


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                           percent (80%) of net income after taxes in the
                  trailing four (4) fiscal quarter period (with no deduction for
                  losses).

          2.2 Amendment to Section 9.6 of the Loan Agreement. Section 9.6 of the
     Loan Agreement is hereby amended by deleting it in its entirety and
     replacing it with the following:

                           9.6 Cash Balances. Borrower and its Subsidiaries
                  shall maintain a minimum aggregate cash balance with Bank of
                  Twelve Million and 00/100 Dollars ($12,000,000.00); provided,
                  however that so long as there is no Event of Default and
                  Borrower achieves an Effective Tangible Net Worth of at least
                  Twenty Four Million and 00/100 Dollars ($24,000,000.00) for
                  two consecutive quarters, then Borrower and its Subsidiaries
                  shall maintain a minimum aggregate cash balance with Bank of
                  Ten Million and 00/100 Dollars ($10,000,000.00)."

          3. Conditions Precedent. Bank's consent to this Amendment is subject
     to satisfaction of all of the conditions set forth below.

          3.1 payment by Borrower of Bank's attorneys' fees and costs incurred
     in the preparation of this Amendment and the documents executed pursuant
     thereto; and

          3.2 payment by Borrower of an amendment fee in the amount of One
     Thousand and 00/100 Dollars ($1,000.00).

          4. No Amendment of Other Obligations; No Effect on Collateral. Except
     as is otherwise specifically set forth herein or in any document executed
     in connection herewith, the Loan Agreement and the Loan Documents are and
     shall remain unmodified and in full force and effect. Borrower ratifies and
     reaffirms the Obligations, without setoff, defense, or counterclaim, and
     agrees fully and faithfully to pay, perform and discharge, as and when
     payment, performance and discharge are due, all of the Obligations under
     the Loan Agreement, as amended hereby. Nothing herein shall be deemed to
     affect in anyway the Collateral that secures the obligations under the Loan
     Agreement (as modified by this Amendment) or under any other agreement now
     or in the future.

          5. Conflicts. If any conflict exists between the provisions of the
     Loan Documents and the provisions of this Amendment, the provisions of this
     Amendment shall control.

          6. Ratification of the Guaranties and Security Therefor. By executing
     this Amendment below where indicated, Guarantors acknowledge and

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agree that they have read and are familiar with, and consent to, all of the
terms and conditions of this Amendment. In light of the foregoing, by executing
this Amendment, Guarantors further confirm and agree that all of the terms and
provisions of the Guaranty and the Guarantor Security Agreement are ratified and
reaffirmed, and that the Guaranty and Guarantor Security Agreement shall and
does continue in full force and effect. Although Bank has informed Guarantors of
the terms of this Amendment, Guarantors understand and agree that Bank has no
duty whatsoever to do so, nor to seek this or any future acknowledgment,
consent, or reaffirmation, and that nothing contained herein is intended to, or
shall create, such a duty on the part of Bank as to any transactions hereafter.

          7. Further Assurances. Borrower agrees to make and execute such other
     documents and/or take such other action and/or provide such further
     assurances as may be requested by Bank in connection with the Obligations
     or as may be necessary or required to effectuate the terms and conditions
     of this Amendment and any documents executed in connection herewith.

          8. Future Amendments. Neither this Amendment nor any document executed
     herein entitles, or implies any consent or agreement to, any further or
     future modification of, amendment to, waiver of, or consent with respect to
     any provision of the Amendment or the Loan Documents. Any modifications
     hereto or to the Loan Documents shall be in writing and signed by the
     parties.

          9. Integration. This Amendment and any documents executed in
     connection herewith are integrated agreements, and supersede all
     negotiations and agreements regarding the subject matter hereof and
     thereof, and taken together with the Loan Documents and any documents
     executed in connection herewith, constitute the final agreement of the
     parties with respect to the subject matter hereof and thereof.

          10. Severability. In the event any one or more of the provisions
     contained in this Amendment is held to be invalid, illegal or unenforceable
     in any respect, then such provision shall be ineffective only to the extent
     of such prohibition or invalidity, and the validity, legality, and
     enforceability of the remaining provisions contained herein shall not in
     any way be affected or impaired thereby.

          11. Interpretation. This Amendment and all agreements relating to the
     subject matter hereof are the product of negotiation and preparation by and
     among each party and its respective attorneys, and shall be construed
     accordingly. The parties waive the provisions of California Civil Code
     ss.1654.

          12. Counterparts. This Amendment may be signed in any number of
     counterparts, each of which shall be an original, with the same effect as
     if all signatures were upon the same instrument. Delivery of an executed
     counterpart of the signature page to this Amendment by telefacsimile shall
     be effective as delivery of a manually executed counterpart of this
     Amendment, and any party

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delivering such an executed counterpart of the signature page to this Amendment
by telefacsimile to any other party shall thereafter also promptly deliver a
manually executed counterpart of this Amendment to such other party, provided
that the failure to deliver such manually executed counterpart shall not affect
the validity, enforceability, or binding effect of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Revolving Loan and Security Agreement to be executed as of the date
first above written.

                                            HALL, KINION & ASSOCIATES, INC.

                                            By: /s/   David Healey
                                            ------------------------------------
                                            Title: Treasurer
                                            ------------------------------------
                                            COMERICA BANK - CALIFORNIA

                                                     /s/ Joan S. Clark
                                            ------------------------------------
                                            By:      Joan S. Clark
                                            Its:     Assistant Vice President

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ACCEPTED AND AGREED TO:

ICPLANET,
a Delaware corporation

By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------


HUNTINGTON ACQUISITION CORPORATION,
a Delaware corporation
By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------


INTERACTIVE ACQUISITION CORPORATION
a Delaware corporation

By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------

TKO PERSONNEL INC.
a California corporation

By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------

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GROUP-IPEX, INC.
a California corporation


By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------

TKI ACQUISITION CORPORATION
a Delaware corporation


By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------

TA ACQUISITION CORPORATION
a Delaware corporation


By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------

ONSTAFF ACQUISITION CORPORATION
a Delaware corporation


By:  /s/   David Healey
------------------------------------
Its: Treasurer
------------------------------------


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