SOS STAFFING SERVICES INC
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>5
<FILENAME>ex10no25.txt
<TEXT>

                                 SIXTH AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SIXTH  AMENDMENT TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (the
"Amendment")  is made and dated as of the 31st day of  March,  2003 by and among
SOS STAFFING SERVICES, INC., a Utah corporation (the "Borrower"), the Lenders to
the Credit Agreement described below, WELLS FARGO BANK, NATIONAL ASSOCIATION, as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
Agent"),  and BANK ONE,  NA, as  documentation  agent for the  Lenders  (in such
capacity, the "Documentation Agent").

                                    RECITALS

         A. Pursuant to that certain Amended and Restated Credit Agreement dated
as of July 27, 1998 among the Lenders, the Borrower, the Documentation Agent and
the Administrative  Agent (as amended,  extended and replaced from time to time,
the "Credit Agreement"),  the Lenders agreed to extend credit to the Borrower on
the terms and conditions set forth therein.  All capitalized terms not otherwise
defined  herein  shall  have  the  meanings  given to such  terms in the  Credit
Agreement.

         B. The  Borrower  has  requested  that the  Lenders  agree to amend the
Credit Agreement in certain respects and the Lenders have agreed to do so on the
terms and subject to the conditions set forth more particularly below.

         NOW,  THEREFORE,  in  consideration  of the foregoing  Recitals and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

         1. Extension of Facility  Termination Date. To reflect the agreement of
the parties hereto to extend the term of the credit facilities  evidenced by the
Credit Agreement,  effective as of the Effective Date (as defined in Paragraph 8
below),  the  definition of the term  "Facility  Termination  Date" set forth in
Article  I of the  Credit  Agreement  is hereby  amended  by  deleting  the date
"September  1,  2003" set forth  therein  and  replacing  the same with the date
"April 30, 2004."

         2. Modification of Financial Covenants. To reflect the agreement of the
parties to the  modification of certain of the financial  covenants set forth in
the Credit Agreement, effective as of the Effective Date:

         (a) Section 6.16 of the Credit  Agreement is hereby  amended to read in
its entirety as follows:

                                       1
<PAGE>

                           "6.16.  Minimum EBITDA.  The Borrower will not permit
         its EBITDA,  determined as of the last day of each fiscal month for the
         period of twelve (12) consecutive months then ending to be less than:

                           For Fiscal Month Ending:             Minimum EBITDA
                           -----------------------              --------------
                           March 2003                          $   20,000.00
                           April 2003                          $  215,000.00
                           May 2003                            $  550,000.00
                           June 2003                           $1,115,000.00
                           July 2003                           $1,575,000.00
                           August 2003                         $2,235,000.00
                           September 2003                      $2,955,000.00
                           October 2003                        $3,570,000.00
                           November 2003                       $4,120,000.00
                           December 2003                       $4,345,000.00
                           January 2004                        $4,345,000.00
                           February 2004                       $4,420,000.00
                           March 2004                          $4,580,000.00
                           April 2004                          $4,750,000.00

         (b) Section 6.18 of the Credit  Agreement is hereby  amended to read in
its entirety as follows:

                           "6.18. Fixed Charge Coverage Ratio. The Borrower will
         not permit the Fixed  Charge  Coverage  Ratio of the  Borrower  and its
         consolidated Subsidiaries, determined as of the last day of each fiscal
         quarter for the four consecutive  fiscal quarter periods ending on such
         date, to be less than:

           For Fiscal Quarters Ending:             Minimum Required Ratio
           ---------------------------             ----------------------
           March 2003                                1.20:1.00
           June 2003                                 1.20:1.00
           September 2003                            1.00:1.00
           December 2003                             1.05:1.00
           March 2004                                1.10:1.00

         (c) Section 6.19 of the Credit  Agreement is hereby  amended to read in
its entirety as follows:

                                       2
<PAGE>

                           "6.19.  Total  Indebtedness / Adjusted  EBITDA Ratio.
         The  Borrower  will not permit the Total  Indebtedness/Adjusted  EBITDA
         Ratio of the Borrower and its consolidated Subsidiaries,  determined as
         of the last day of each fiscal quarter for the four consecutive  fiscal
         quarters then ending, to exceed:

              For Fiscal Quarters Ending:            Maximum Permitted Ratio
              ---------------------------            -----------------------
              March 2003                                7.95:1.00
              June 2003                                 8.60:1.00
              September 2003                            8.35:1.00
              December 2003                             7.35:1.00
              March 2004                                7.05:1.00

         (d)  Section  6.20 of the  Credit  Agreement  is hereby  amended in its
entirety as follows:

                           "6.20. Interest Coverage Ratio. The Borrower will not
         permit the Interest Coverage Ratio of the Borrower and its consolidated
         Subsidiaries,  determined as of the last day of each fiscal  quarter of
         the Borrower to be less than:

             For Fiscal Quarters Ending:            Minimum Permitted Ratio
             ---------------------------            -----------------------
             March 2003                                1.40:1.00
             June 2003                                 1.40:1.00
             September 2003                            1.15:1.00
             December 2003                             1.20:1.00
             March 2004                                1.30:1.00

         (e) The definition of the term "Interest  Charges" set forth in Article
I of the Credit Agreement is hereby amended to read in its entirety as follows:

                           "'Interest  Charges'  means,  for any period and with
         respect to any Person,  the sum,  without  duplication of: (a) interest
         paid or payable  during such period by such Person on  Indebtedness  of
         such  Person,  plus (b) all debt  discount  and  expense  amortized  or
         required to be amortized  during such period by such  Person,  plus (c)
         all  obligations  of such  Person in  respect of any  interest  rate or
         currency swap, rate cap or similar  transaction  paid or required to be
         paid during such period by such Person; provided, however, that, in the
         case of the Borrower,  `Interest  Charges'  shall not include:  (i) the
         Supplemental Facility Fee (as defined in the Fifth Amendment to Amended
         and  Restated  Credit  Agreement  and Waiver dated as of April 15, 2002
         among the  Borrower  and the  Lenders)  payable by the  Borrower to the
         Lenders  on  September  1,  2003,  (ii) the  Supplemental  Note Fee (as
         defined in the Amendment No. 3 to Note Purchase  Agreement  dated as of
         April 15, 2002 among the Borrower and the  Noteholders)  payable by the
         Borrower to the Noteholders or (3) the  Recapitalization  Fee until the
         date as of which such fees are paid in cash.

                                       3
<PAGE>

         3. Modification of Mandatory  Prepayments.  To reflect the agreement of
the parties hereto to modify certain of the mandatory prepayment requirements in
the Credit  Agreement,  effective as of the Effective Date,  Section 2.18(ii) of
the Credit Agreement is hereby amended to read in its entirety as follows:

                           "(ii) On each of September 1, 2003,  October 1, 2003,
         November 1, 2003,  and December 1, 2003,  the Borrower shall pay to the
         Administrative Agent for distribution to the Lenders or delivery to the
         Administrative Agent to be held as cash collateral for the Obligations,
         as applicable, and subject to the concurrent payment to the Noteholders
         of  the  Additional  Required  Payment  due  under  the  Note  Purchase
         Agreement  on such  dates,  that  portion of each  Additional  Required
         Payment  payable  on such date to the  extent  necessary  to reduce the
         principal amount of Loans  outstanding on such date to an amount not to
         exceed the Loan Credit Sublimit as reduced on such date."

         4.  Overline  Letters  of  Credit.  To  reflect  the  agreement  of the
Administrative  Agent to issue, and the agreement of the Lenders to permit to be
issued by the Administrative Agent, an additional Letter of Credit or Letters of
Credit in available amounts such that the aggregate amount available for drawing
under  Outstanding  Letters of Credit may exceed the $10,000,000  limitation set
forth in Section 2.19 of the Credit Agreement:

                  (a) Section 2.19 of the Credit  Agreement is hereby amended to
read in its entirety as follows:

                           "2.19. Issuance of Letters of Credit.

                           (1) On the terms and  subject to the  conditions  set
         forth herein,  the  Administrative  Agent shall, from time to time from
         and  including  the date of this  Agreement  and prior to the  Facility
         Termination  Date,  issue  its  letters  of credit  (each a "Letter  of
         Credit" and, collectively,  the "Letters of Credit") for the account of
         the Borrower, in an amount (a) which when added to the aggregate amount
         of other Outstanding Letters of Credit and unpaid L/C Drawings will not
         exceed $10,000,000, and (b) which when added to the aggregate amount of
         Loans   outstanding   hereunder  and  the  aggregate  amount  of  other
         Outstanding  Letters of Credit and unpaid L/C Drawings  will not exceed
         the Aggregate Commitment.

                           (2)   Notwithstanding   the  dollar   limitation   on
         Outstanding  Letters of Credit and  unpaid  L/C  Drawings  set forth in
         subsection  (1)(a)  above,  upon receipt by the Borrower of the Federal
         Net Loss Carry Back Refund, the Administrative Agent will, on the terms
         and subject to the conditions set forth below, issue a letter of credit
         or letters of credit hereunder (the "Overline Letters of Credit") in an
         aggregate  available amount not to exceed $2,000,000.  The agreement of
         the  Administrative  Agent to issue the  Overline  Letters of Credit is
         subject to each of the following terms and conditions:

(i)               On the issuance date thereof there shall not have occurred and
                  be continuing a Default or an Unmatured Default;

(ii)              The  Borrower   shall  have  executed  and  delivered  to  the
                  Administrative  Agent the Bank Group Letter of Credit Security
                  Agreement;

                                       4
<PAGE>

(iii)             There shall have been  delivered to the  Administrative  Agent
                  cash  collateral  in an  amount  not less  than the  aggregate
                  amount  available  for drawing  under all Overline  Letters of
                  Credit,  said cash collateral to be held by the Administrative
                  Agent for the benefit of itself and the Lenders as  collateral
                  security  for all  Outstanding  Letters of Credit on the terms
                  and  subject  to the  conditions  set forth in the Bank  Group
                  Letter of Credit Security Agreement;

(iv)              The beneficiary or  beneficiaries  of the Overline  Letters of
                  Credit shall be providers of worker's  compensation  insurance
                  covering   employees  of  the  Borrower   acceptable   to  the
                  Administrative Agent; and

(v)               The  Administrative  Agent shall have received all  documents,
                  instruments  and  agreements  and  all  fees  payable  by  the
                  Borrower  with  respect to Letters of Credit  generally  under
                  this  Agreement,  it being  acknowledged  and agreed  that the
                  Overline Letters of Credit constitute  "Letters of Credit" for
                  all purposes of this  Agreement and the other Loan  Documents,
                  including,  without limitation,  the provisions of subsections
                  (3) and (4) of this  Section  2.19  and the fee  provision  of
                  Section 2.25(a).

                           (3) Each Letter of Credit  shall be  requested by the
         Borrower at least one Business Day prior to the proposed  issuance date
         by delivery to the  Administrative  Agent of a duly executed  Letter of
         Credit Application, accompanied by all other documents, instruments and
         agreements   as  the   Administrative   Agent  may  require  (the  "L/C
         Documents").

                           (4) Each Letter of Credit  shall be issued  solely in
         support of  worker's  compensation  insurance  providers,  shall have a
         stated  expiration  date no later than January 26, 2004 and shall be in
         form  reasonably  acceptable  to such worker's  compensation  insurance
         providers.  Each Letter of Credit shall be automatically  renewed for a
         one year period upon the  scheduled  expiration  date set forth in such
         Letter of Credit  and upon each  anniversary  of such  expiration  date
         unless at least sixty (60) days prior to such expiration date, or prior
         to any anniversary of such expiration date, the  Administrative  Agent,
         as  the  issuer  thereof,  shall  notify  both  the  Borrower  and  the
         beneficiary of such Letter of Credit in writing by registered mail that
         the Administrative Agent elects not to renew such Letter of Credit.

                           (5) In the  event for  whatever  reason  funds  drawn
         under any Letter of Credit are  returned to the Borrower or are legally
         required to be returned to the Borrower,  the Borrower shall or, to the
         extent  such funds have not yet been  returned to the  Borrower,  shall
         direct  the  holder  of  such  funds  to,  deliver  such  funds  to the
         Collateral  Agent to be applied  as  provided  in  Section  4(b) of the
         Intercreditor  Agreement.  In  connection  with  the  renegotiation  or
         extension  of any Letter of  Credit,  the  Borrower  shall use its best
         efforts  to cause the  beneficiary  thereunder  to agree in  writing to
         deliver such funds directly to the Collateral Agent."

                  (b) Section 2.25 of the Credit  Agreement is hereby amended to
read in its entirety as follows:

                  "Section 2.25.  Letter of Credit Fees. The Borrower  agrees to
pay:

                                       5
<PAGE>


                           (1) To the  Administrative  Agent for the  account of
         the Lenders,  ratably in proportion to the ratio that their  respective
         Commitments  bear to the Aggregate  Commitment,  a letter of credit fee
         equal to one  percent  (1%)  multiplied  by the  stated  amount  of all
         Outstanding  Letters  of  Credit,  said fee to be payable in arrears on
         each Payment Date and on the Facility Termination Date; and

                           (2) So long as any  Overline  Letter of Credit  shall
         remain  Outstanding,  to  the  Collateral  Agent  for  distribution  in
         accordance  with the  provisions  of Section 4(j) of the  Intercreditor
         Agreement, an additional letter of credit fee equal to the Overline L/C
         Percentage  on the date of  payment  thereof  multiplied  by the stated
         amount of all  Outstanding  Letters of Credit on such date, said fee to
         be payable on the date of issuance of the  Overline  Letters of Credit,
         on the  first  day  of  each  calendar  quarter  thereafter  and on the
         Facility Termination Date."

                  (c) The following new  definitions are hereby added to Article
I of the Credit  Agreement,  in  correct  alphabetical  order,  to read in their
entirety as follows:

                  "'Bank  Group  Letter of Credit  Security  Agreement'  means a
         pledge and security  agreement in form and substance  acceptable to the
         Administrative  Agent and the Lenders  pursuant  to which the  Borrower
         shall pledge and grant to the  Administrative  Agent for the benefit of
         the  Administrative  Agent  and the  Lenders  cash  collateral  for all
         outstanding  Letters of Credit,  but which  shall in any event  provide
         that at such  time as the  Overline  Letters  of  Credit  are no longer
         Outstanding Letters of Credit, the lien of the Administrative Agent for
         the benefit of the  Administrative  Agent and the Lenders thereon shall
         be  automatically  deemed released and the  Administrative  Agent shall
         deliver such cash  collateral to the Collateral  Agent to be applied as
         provided in Section 4(b) of the Intercreditor Agreement."

                  "`Federal  Net Loss Carry Back  Refund'  means the federal net
         loss carry back tax refund that the Borrower  expects to receive during
         2003 in  respect  of the  Borrower's  1996  and  1997  fiscal  year tax
         payment."

                  "'Overline L/C Percentage' means that percentage equal to: (a)
         one quarter of one percent  (0.25%)  multiplied by (b) that  percentage
         which the available amount under Outstanding Overline Letters of Credit
         bears to $2,000,000."

         5. Loan Credit Sublimit Floor. To reflect the agreement of the Borrower
and the Lenders not to reduce the Loan Credit  Sublimit below  $2,500,000 and to
provide  that  Additional  Commitment  Reductions  and amounts  allocable to the
Lenders  pursuant  to the  Intercreditor  Agreement  as a  result  of  Specified
Transactions  which would  otherwise  reduce the Loan Credit Sublimit below such
amount  are to be  delivered  to and  held by the  Administrative  Agent as cash
collateral  for the  obligations  of the Borrower to repay the  principal of and
accrued and unpaid interest on the Loans:

                  (a) The  definition  of "Loan  Credit  Sublimit"  set forth in
Article I of the Credit  Agreement is hereby  amended to read in its entirety as
follows:

                  "'Loan Credit  Sublimit' means  $3,378,294.72,  as such amount
         shall be reduced from time to time:  (a) upon an Additional  Commitment
         Reduction,  in accordance  with Section  4(a)(ii) of the  Intercreditor
         Agreement,  and (b) at the times and in the manner  provided in Section

                                       6
<PAGE>


         4(b) of the  Intercreditor  Agreement  in  connection  with a Specified
         Transaction;  provided,  however,  that  to the  extent  an  Additional
         Commitment Reduction or application of amounts allocable to the Lenders
         pursuant  to the  Intercreditor  Agreement  as a result of a  Specified
         Transaction would reduce the Loan Credit Sublimit below $2,500,000, the
         amount of such  Additional  Commitment  Reduction or payment  resulting
         from a  Specified  Transaction  shall be  delivered  to and held by the
         Administrative  Agent for the benefit of the Lenders as cash collateral
         for the  obligations  of the  Borrower  to repay the  principal  of and
         accrued  and unpaid  interest  on the Loans  pursuant to the Bank Group
         Unapplied  Payments Security  Agreement on the terms and subject to the
         conditions set forth therein."

                  (b)  A  new  definition  of  "Bank  Group  Unapplied  Payments
Security  Agreement"  is hereby added to Article I of the Credit  Agreement,  in
correct alphabetical order, to read in its entirety as follows:

                  "'Bank Group Unapplied  Payments  Security  Agreement' means a
         pledge and security  agreement in form and substance  acceptable to the
         Administrative  Agent and the Lenders  pursuant  to which the  Borrower
         shall pledge and grant to the  Administrative  Agent for the benefit of
         the  Administrative  Agent and the Lenders as cash  collateral  for the
         Obligations  all  amounts  delivered  to the  Administrative  Agent  as
         Additional  Commitment  Reductions or payments resulting from Specified
         Transactions  the  application  of which  would  reduce the Loan Credit
         Sublimit below $2,500,000, but which shall in any event provide that at
         such time as the principal of and interest  accrued and unpaid on Loans
         shall have been paid in full (whether by application of amounts held as
         collateral  thereunder or otherwise) and any further  obligation of the
         Lenders  to  advance  additional  Loans  terminated,  the  lien  of the
         Administrative  Agent for the benefit of the  Administrative  Agent and
         the Lenders  thereon  shall be  automatically  deemed  released and the
         Administrative   Agent  shall  deliver  such  cash  collateral  to  the
         Collateral  Agent to be applied  as  provided  in  Section  4(b) of the
         Intercreditor Agreement."

         6. Recapitalization Transaction.  Notwithstanding anything contained in
the Fifth Amendment to Amended and Restated Credit Agreement and Waiver dated as
of April 15, 2002 (the "Fifth Amendment") or any subsequent  agreement regarding
the   timing  of  the   preparation   of  the   offering   memorandum   for  the
Recapitalization  Transaction by the Investment Banker (as the terms "Investment
Banker" and "Recapitalization  Transaction" are defined in the Fifth Amendment),
the parties hereto  acknowledge and agree that the Investment Banker shall cause
the offering memorandum for the Recapitalization  Transaction to be prepared and
distributed no later than April 30, 2003. The Company shall use its best efforts
to obtain a firm  commitment  or signed  letter  of  intent  to  consummate  the
Recapitalization  Transaction in form and substance  reasonably  satisfactory to
the  Lenders no later than July 31,  2003.  In the event  such a  commitment  or
signed  letter of intent is not obtained by such date,  the Company shall pay to
the  Collateral  Agent  for  allocation  as  provided  in  Section  4(j)  of the
Intercreditor  Agreement a fee in the amount of $250,000 (the  "Recapitalization
Fee"), it being agreed and understood by the Lenders that the  "Recapitalization
Fee"  payable  by the  Borrower  under  the  Amendment  No.  4 to Note  Purchase
Agreement  dated as of May 31,  2002 to the  Noteholders  is the same fee as the
Recapitalization  Fee  referred  to  herein.   Failure  to  cause  the  offering
memorandum for the  Recapitalization  to be prepared and distributed as required
hereunder or pay the fee if required hereunder shall, at the option of either of
the  Lenders,   as  evidenced  by  written   notice  of  such  provided  by  the
Administrative Agent to the Company at the request of any Lender, the constitute
a Default under the Credit Agreement.

                                       7
<PAGE>

         7. Waiver of Existing Defaults.  Effective as of the Effective Date the
Administrative  Agent, the Documentation  Agent and the Lenders hereby waive the
Defaults  existing  under the Credit  Agreement  by virtue of the failure of the
Borrower to have been in compliance with the requirements of Section 6.16 of the
Credit  Agreement at and as of February 28, 2003. The Borrower  acknowledges and
agrees that such waiver is given on a one time basis and that nothing  contained
herein  shall in any manner or to any extent  constitute  any  agreement  of the
Administrative  Agent, the Documentation Agent or the Lenders:  (a) to waive any
other Default or Unmatured  Default existing at the date hereof,  whether of not
the Administrative  Agent, the Documentation Agent or the Lenders knew or should
have known of the  existence  of such Default or  Unmatured  Default,  or (b) to
waive any  Default  occurring  following  the  execution  and  delivery  of this
Amendment, whether under Section referred to above or otherwise.

         8. Effective  Date.  This  Amendment  shall be effective as of the date
first written above upon the date (the "Effective Date") that the Administrative
Agent shall have received:

                  (a) This  Amendment,  duly  executed by all parties  signatory
hereto;

                  (b) The Bank Group Unapplied Payments Security Agreement;

                  (c) If any  Overline  Letter  of Credit is to be issued on the
Effective Date, the Bank Group Letter of Credit Security Agreement;

                  (d) Such corporate  resolutions,  incumbency  certificates and
other authorizing documentation as the Lenders shall require;

                  (e) Evidence  satisfactory to the Administrative Agent that an
amendment to the Intercreditor Agreement in form and substance acceptable to the
Lenders has been or will  concurrently  with the Effective  Date be executed and
delivered  by all  parties  thereto  and that all  conditions  precedent  to the
effectiveness of such amendment will be satisfied; and

                  (f) Such other fees and expenses  (including  attorneys'  fees
and time charges of attorneys for the  Administrative  Agent, the  Documentation
Agent  and the  Lenders)  paid or  incurred  by the  Administrative  Agent,  the
Documentation   Agent  or  any  Lender  in  connection  with  the   preparation,
negotiation,   execution,   delivery,  review,  amendment,   modification,   and
administration of this Amendment  (nothing  contained herein shall in any manner
or to any extent release the Borrower from its obligations  under Section 9.7 of
the Credit  Agreement  to pay such other fees and expenses as may be required to
be paid by the Borrower thereunder).

If the  Effective  Date shall not have occurred on or before April 15, 2003 this
Amendment  shall, at the option of the Lenders as evidenced by written notice to
such effect given by the Lenders to the Borrower, terminate and be of no further
force and effect and the Administrative  Agent, the Documentation  Agent and the
Lenders  may  proceed  to  exercise  any and all  rights,  powers  and  remedies
available to them at law, in equity or otherwise.

         9.  Reaffirmation  of the Loan Documents.  The Borrower and each of the
Guarantors by executing  this  Amendment as provided  below,  hereby affirms and
agrees that: (a) the execution and delivery by it of and the  performance of its
obligations under this Amendment shall not in any way amend, impair,  invalidate
or otherwise affect any of its obligations  under the Loan Documents to which it

                                       8
<PAGE>


is  party  except  to  the  extent  expressly  amended  hereby,  (b)  the  terms
"Obligations,"  "Guaranteed  Obligations" and "Senior  Creditor  Obligations" as
used in the Loan  Documents  include,  without  limitation,  the  Obligations of
Borrower under the Credit Agreement as amended by this Amendment (and including,
without limitation,  the obligations of the Borrower  hereunder),  (c) except as
expressly amended hereby,  the Loan Documents remain in full force and effect as
written and  constitute  valid,  enforceable  obligations  of such  Persons,  as
applicable,  and  (d)  each of  such  Persons  expressly  waives,  releases  and
absolutely and forever  discharges the  Administrative  Agent, the Documentation
Agent and the Lenders and their respective  shareholders,  directors,  officers,
employees and agents, and their heirs, personal representatives,  successors and
assigns,  from any and all  liability,  claims,  demands,  damages,  actions and
causes of action that any of such Persons may now have, or have had prior to the
date hereof arising out of or relating to the Loan Documents,  the  transactions
contemplated  thereby  and any  action  or  inaction  of any of the  above-named
Persons with respect thereto.

         10.  Representations  and  Warranties.  The  Borrower  and  each of the
Guarantors by executing this Amendment as provided below,  hereby represents and
warrants to the Lenders that:

                  (a) It has the  corporate  power and  authority  and the legal
right to execute, deliver and perform this Amendment and has taken all necessary
corporate  action to authorize the execution,  delivery and  performance of this
Amendment.

                  (b) This Amendment has been duly executed and delivered on its
behalf and  constitutes  its legal,  valid and  binding  obligation  enforceable
against it in accordance with the terms of this Amendment.

                  (c) On the date of this  Amendment,  there  does  not  exist a
Default or Unmatured Default.

                  (d) None of such  Persons has any existing  claims,  defenses,
personal or otherwise, or rights of setoff whatsoever with respect to any of the
Loan Documents.

         11. No Other Amendment.  Except as expressly amended hereby, the Credit
Agreement  and other  Loan  Documents  shall  remain in full force and effect as
written.

         12.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement.

                           [Signature Page Following]


                                       9
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.

              SOS STAFFING SERVICES, INC., as the Borrower



              By:______________________________________________________
              Name:____________________________________________________
              Title:___________________________________________________


              BANK ONE, NA, as the Documentation Agent and a Lender



              By:______________________________________________________
              Name:____________________________________________________
              Title:___________________________________________________


              WELLS  FARGO BANK,  NATIONAL  ASSOCIATION,  as the  Administrative
              Agent and a Lender



              By:______________________________________________________
              Name:____________________________________________________
              Title:___________________________________________________



                                       10
<PAGE>

ACKNOWLEDGED AND AGREED as of the 31st day of March, 2003:

INTELIANT CORPORATION



By:
    -----------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


INDUSTRIAL SPECIALISTS, INC., formerly
Known as Servcom Staff Management, Inc.



By:
    -----------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


SOS COLLECTION SERVICES, INC.



By:
    -----------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


DEVON & DEVON PERSONNEL SERVICES, INC.



By:
    -----------------------------------------
Name:
      ---------------------------------------
Title:
       --------------------------------------


                                       11



</TEXT>
</DOCUMENT>
