WESTAFF INC
FIFTH AMEND. TO CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10.8-16
<SEQUENCE>3
<FILENAME>a2036052zex-10_816.txt
<DESCRIPTION>FIFTH AMEND. TO CREDIT AGMT
<TEXT>

<PAGE>

                                                                 EXHIBIT 10.8.16


                       FIFTH AMENDMENT TO CREDIT AGREEMENT


                  THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT"),
dated as of November 7, 2000, is entered into by and among WESTAFF (USA), INC.
("WSS"), WESTERN MEDICAL SERVICES, INC. ("WMS" and together with WSS,
collectively, the "BORROWERS" and individually, a "BORROWER"), BANK OF AMERICA,
N.A., 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, and amendments thereto dated as of May 15,
1998, July 23, 1998, January 22, 1999, and December 15, 1999 (collectively, 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 agree to
certain amendments of the Credit Agreement.

                  C. The Banks are willing to amend the Credit Agreement,
subject to the terms and conditions of 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 definition of "Guarantor" in Section 1.01 of
         the Agreement is amended to read as follows in its entirety:

                                    "GUARANTOR" means, when used in the
                singular, any one of, and, when used in the plural, collectively
                all of, the following companies: the Parent, WESTERN MEDICAL
                SERVICES (NY), INC. (formerly known as Western Staff Services
                (NY), Inc.), a New York corporation, WESTERN TECHNICAL SERVICES,
                INC., a California corporation, MEDIAWORLD INTERNATIONAL, a
                California corporation, and any other Person that may, after the
                date hereof, execute a guaranty of Borrowers' obligations under
                this Agreement.

                           (b) Section 8.08 of the Credit Agreement is amended
         by replacing the period at the end of subsection (g) with a semicolon
         followed by the word "and" and by the addition of a new subsection (h)
         thereto to read as follows:

                                    (h) Contingent Obligations in an aggregate
                  amount


                                       -1-
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                  not exceeding Eleven Million Eight Hundred Forty Two
                  Thousand Five Hundred Dollars ($11,842,500) arising in respect
                  of any surety bond issued by Fireman's Fund Insurance Company
                  in connection with the Borrowers' workers' compensation
                  obligations.

                           (c) The definition of "Cash Flow for Debt Service"
         set forth in Section 8.17 of the Credit Agreement is amended by
         replacing the words "cash dividends" with "dividends declared."

                           (d) Schedule 6.19 to the Credit Agreement is replaced
         with the revised Schedule 6.19 attached hereto.

                           (e) Schedule 11.02 to the Credit Agreement is
         replaced with the revised Schedule 11.02 attached hereto.

                  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, except those Defaults or Events of Default, if any, that
         have been disclosed in writing to the Agent and the Banks or waived in
         writing by the Agent and the Banks.

                           (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.

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

                  4.  EFFECTIVE DATE.  This Amendment will become effective as
of November 7, 2000 (the "EFFECTIVE DATE"), PROVIDED that each of the following
conditions precedent is satisfied on or before November 7, 2000:

                           (a) The Agent has 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.

                           (b) The Agent has received from the Borrowers for the
         ratable account of the Banks an amendment fee in the amount of Fifty
         Thousand Dollars ($50,000).

                  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


                                      -2-
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under the same or similar circumstances in the future.

                  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 Borrowers shall bind such Bank or the Borrowers,
         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.

                           (g) Each of the Borrowers covenants to pay to or
         reimburse the Agent, 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, including without limitation appraisal, audit, search and
         filing fees incurred in connection therewith.

                                       -3-
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                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.


                                    WESTAFF (USA), INC.


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


                                    By /s/ DIRK A. SODESTROM
                                       ---------------------
                                       Dirk A. Sodestrom
                                       Senior Vice President and
                                       Controller


                                    WESTERN MEDICAL SERVICES, INC.


                                    By /s/ GARY A. KITTLESON
                                       ---------------------
                                       Gary A. Kittleson
                                       Executive Vice President and
                                       Chief Financial Officer


                                    By /s/ GARY A. KITTLESON
                                       ---------------------
                                       Gary A. Kittleson
                                       Secretary


                                    BANK OF AMERICA, N.A., as Agent


                                    By /s/ DORA A. BROWN
                                       -----------------
                                       Dora A. Brown
                                       Vice President


                                       BANK OF AMERICA, N.A., as a Bank and as
                                       Issuing Bank


                                    By /s/ LISA M. THOMAS
                                       ------------------
                                       Lisa M. Thomas
                                       Senior Vice President


                                    COMERICA BANK-CALIFORNIA, as a Bank


                                    By /s/ SCOTT T. SMITH
                                       ------------------
                                       Scott T. Smith
                                       Vice President


                                       -4-
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                                   SANWA BANK CALIFORNIA, as a Bank


                                   By /s/ JOHN KING
                                      -------------
                                      John King
                                      Vice President



                                      -5-
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                      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 Fifth 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.)

                                  WESTAFF, INC.


Dated: November 7, 2000           By /s/ PAUL A. NORBERG
                                     -------------------
                                     Paul A. Norberg
                                     Executive Vice President
                                     and Chief Financial Officer


                                  By /s/ DIRK A. SODESTROM
                                     ---------------------
                                     Dirk A. Sodestrom
                                     Senior Vice President and Controller




                                  WESTERN MEDICAL SERVICES (NY), INC.


Dated: November 7, 2000           By /s/ GARY A. KITTLESON
                                     ---------------------
                                     Gary A. Kittleson
                                     Executive Vice President and
                                     Chief Financial Officer


                                  By /s/ GARY A. KITTLESON
                                     ---------------------
                                     Gary A. Kittleson
                                     Secretary


                                  WESTERN TECHNICAL SERVICES, INC.


Dated: November 7, 2000           By /s/ PAUL A. NORBERG
                                     -------------------
                                     Paul A. Norberg
                                     Executive Vice President and
                                     Chief Financial Officer


                                  By /s/ DIRK A. SODESTROM
                                     ---------------------
                                     Dirk A. Sodestrom
                                     Senior Vice President and Controller

                                       -6-
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                                  MEDIAWORLD INTERNATIONAL


Dated: November 7, 2000           By /s/ PAUL A. NORBERG
                                     -------------------
                                     Paul A. Norberg
                                     Executive Vice President and
                                     Chief Financial Officer


                                  By /s/ DIRK A. SODESTROM
                                     ---------------------
                                     Dirk A. Sodestrom
                                     Senior Vice President and Controller


                                      -7-
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                                  SCHEDULE 6.19

                                SUBSIDIARIES AND
                               EQUITY INVESTMENTS


ACTIVE DOMESTIC SUBSIDIARIES

Western Medical Services (NY), Inc.
MediaWorld International

INACTIVE DOMESTIC SUBSIDIARIES

Western Technical Services, Inc.
Western Legal Services, Inc.
Western Television News, Inc.
Western Permanent Services Agency, Inc.
Westaff (CA), Inc.
Western Service, Inc.
Kontorservice, Inc.


FOREIGN SUBSIDIARIES

AUSTRALIA:
Westaff (Australia) Pty. Ltd.
Western Personnel Services Pty. Ltd.
Western Temporary Services Pty. Ltd.

DENMARK:
Westaff A/S

NEW ZEALAND:
Westaff NZ Limited

NORWAY:
Westaff AS
Kontorservice A/S

SINGAPORE:
Westaff (Singapore) Pte Ltd

UNITED KINGDOM:
Westaff (U.K.) Limited


<PAGE>


                                 SCHEDULE 11.02
                              ADDRESSES FOR NOTICES


BORROWERS

Westaff (USA), Inc.
Western Medical Services, Inc.
P.O. Box 9280
301 Lennon Lane
Walnut Creek, CA 94598
Attn:     Paul A. Norberg
          Executive Vice President
          and Chief Financial Officer
Telephone:  (925) 930-5326
Facsimile:  (925) 930-5361
E-mail:   pnorberg@westaff.com
          --------------------

With a copy to (with respect to notices required under Articles IX and XI only):

Legal Department
P.O. Box 9280
301 Lennon Lane
Walnut Creek, CA 94598
Attn:      Robin Herman
           General Counsel
Telephone:  (925) 930-5349
Facsimile:  (925) 937-0593
E-mail:  rherman@westaff.com
         -------------------

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, AS AGENT

FOR ADMINISTRATIVE NOTICES REGARDING BORROWINGS, PAYMENTS, CONVERSIONS,
CONTINUATION, LETTERS OF CREDIT, FEES AND INTEREST:
Bank of America, N.A.
Agency Administrative Services #5596
CA4-706-05-09
1850 Gateway Blvd.
Concord, CA 94520
Attention:  Kristine L. Kelleher
Telephone:  (925) 675-8373
Facsimile:  (925) 969-2817
E-mail: Kristine.L.Kelleher@BankofAmerica.com
        -------------------------------------


<PAGE>


FOR NOTICES REGARDING WAIVERS, AMENDMENTS, FINANCIAL STATEMENTS, ASSIGNMENTS AND
ALL OTHER NOTICES:
Bank of America N.A.
Commercial Agency Management
WA1-501-37-20
800 Fifth Avenue, 37th Floor
Seattle, WA  98104-3185
Attention:  Dora A. Brown
            Vice President
Telephone: (206) 358-0101
Facsimile: (206) 358-0971
E-mail: Dora.A.Brown@BankofAmerica.com
        ------------------------------


BANK OF AMERICA, N.A., AS A BANK

Bank of America, N.A.
Bay Area Commercial Banking Office #1473
CA5-102-LL-13
345 Montgomery Street
San Francisco, CA 94104-1898
Attention:  Lisa Thomas
            Senior Vice President
Telephone:  (415) 953-1069/BANet 953-1069
Facsimile:  (415) 622-1878/BANet 622-1878
E-mail:  Lisa.Thomas@BankofAmerica.com
         -----------------------------

DOMESTIC AND OFFSHORE LENDING OFFICE:
1850 Gateway Boulevard
Concord, CA 94520


BANK OF AMERICA, N.A., AS ISSUING BANK

Bank of America, N.A.
International Trade Banking Division #5655
CA9-703-19-09
333 S. Beaudry Ave., 19th Floor
Los Angeles, CA 90017-1466


COMERICA BANK - CALIFORNIA, AS A BANK

Comerica Bank - California
155 Grand Avenue, Suite 402
Oakland, CA 94612
Attention:  Scott T. Smith
            Vice President
Telephone:  (510) 645-2203
Facsimile:  (510) 645-2220
E-mail: scott t smith@comerica.com
        --------------------------


<PAGE>


DOMESTIC AND OFFSHORE LENDING OFFICE:
155 Grand Avenue, Suite 402
Oakland, CA 94612


SANWA BANK CALIFORNIA, AS A BANK

Sanwa Bank California
601 S. Figueroa Street
W-12-14
Los Angeles, CA 90017
Attention:  John King
            Vice President
Telephone:  (213) 896-7489
Facsimile:  (213) 892-7819
E-mail:  jking@sanwabank.com
         -------------------

DOMESTIC AND OFFSHORE LENDING OFFICE:
601 S. Figueroa Street
W-12-14
Los Angeles, CA 90017



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