TENTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS

Exhibit 10.8.20.10

Execution Copy

TENTH AMENDMENT

TO

MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER

AND CONSENT OF GUARANTORS

This TENTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT OF GUARANTORS (this " Amendment ") is dated as of Jan. 2, 2007, and entered into by and among WESTAFF, INC. , a Delaware corporation (" Parent "), WESTAFF (USA), INC., a California corporation (" US Borrower "), WESTAFF (U.K.) LIMITED, a limited liability company incorporated under the laws of England and Wales (" UK Borrower ") WESTAFF SUPPORT, INC. , a California corporation (" Term Borrower ", and together with US Borrower and UK Borrower, the " Borrowers "), the financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the " Lenders "), and GENERAL ELECTRIC CAPITAL CORPORATION , as agent for the US Revolving Lenders, the Term Lenders and the UK Revolving Lenders (as defined in the Credit Agreement referred to below).

Recitals

Whereas , the Parent, the Borrowers, the Lenders and Agents have entered into that certain Multicurrency Credit Agreement dated as of May 17, 2002 (as amended by that certain First Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of October 31, 2002, as further amended by that certain Second Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of June 13, 2003, that certain Third Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of September 25, 2003, that certain Fourth Amendment to Multicurrency Credit Agreement, Limited Waivers and Consent of Guarantors, dated as of February 20, 2004, that certain Fifth Amendment to Multicurrency Credit Agreement and Consent of Guarantors, dated as of July 31, 2004, that certain Sixth Amendment to Multicurrency Credit Agreement and Consent of Guarantors, dated as of January 5, 2004, that certain Seventh Amendment to Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors, dated as of August 19, 2005, that certain Eighth Amendment to Multicurrency Credit Agreement, Limited Waiver and Consent of Guarantors dated as of March 1, 2006, and that certain Ninth Amendment To Multicurrency Credit Agreement And Consent Of Guarantors. dated as of July 25, 2006, and as further modified by certain consents and waivers of the Lenders prior to the date hereof (the " Credit Agreement "; capitalized terms used in this Amendment without definition shall have the meanings given such terms in the Credit Agreement); and

Whereas , the Borrowers have requested that the Lenders agree to waive a certain Event of Default and amend certain provisions of the Credit Agreement, including extending the Commitment Termination Date by one year; and

Whereas , the Lenders are willing to waive the Event of Default described herein and to consent to the amendments to the Credit Agreement on the terms and conditions set forth in this Amendment.

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the Parent, the Borrowers, the Lenders, and Agents agree as follows:

1.             AMENDMENTS TO CREDIT AGREEMENT .  Subject to the conditions and upon the terms set forth in this Amendment, the Credit Agreement is hereby amended as follows:

1.1         Amendment to Section 1.5 (a) of the Credit Agreement.  The Level I pricing grid set forth in Section 1.5 (a) of the Credit Agreement is hereby amended to read as follows (the remainder of such pricing grid to remain as set forth in such Section 1.5(a) ):

Applicable Margins
Level I

1.2         Amendment to Section 1.8(c) of the Credit Agreement.   Section 1.8(c) of the Credit Agreement is hereby amended by deleting the words "fifth anniversary" in clause (z) of the definition of Applicable Percentage and replacing them with the words "sixth anniversary".

1.3        Amendments to Annex A (Definitions) to the Credit Agreement.

(a)       The definition of " Authorized Officer " is hereby deleted in its entirety and replaced with the following:

• • • • • • " Authorized Officer " of (i) US Borrower means John P. Sanders, Patricia M. Newman, Bonnie McDonald, or Richard Sugerman and (ii) UK Borrower means David Mogford or Patricia M. Newman; and in case, any other officer designated to the Applicable Agent in writing from time to time as an Authorized Office by the Applicable Borrower.

(b)           The definition of " Commitment Termination Date " is hereby amended by changing the reference in clause (a) thereof from "May 17, 2008" to "May 17, 2009".

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1.4        Amendment to Annex F to the Credit Agreement.   Annex F to the Credit Agreement is hereby amended by deleting clauses (i) and (ii) in paragraph (b) in their entirety and replacing them with the following:

• • • • "(i) US Borrower shall have Borrowing Availability of not less than $5,000,000, (ii) US Borrower and UK Borrower shall have a combined Borrowing Availability of  not less than $8,000,000, and"

1.5        Amendments to Annex G to the Credit Agreement.   Annex G to the Credit Agreement is hereby amended by (a) deleting the last sentence of paragraph (b) thereof in its entirety and replacing it with the following:

• • • • "For each Fiscal Quarter ending after October 30, 2004 and on or before October 30, 2006, Parent and its Subsidiaries shall have on a consolidated basis a Fixed Charge Coverage Ratio of not less than 1.25:1.00, measured on a 13 Fiscal Periods then ended basis.  For each Fiscal Period ending after October 30, 2006, Parent and its Subsidiaries shall have on a consolidated basis a Fixed Charge Coverage Ratio of not less than 1.25:1.00 measured on a 13 Fiscal Periods then ended basis; provided , however ,  if as of the end of any Fiscal Period the US Borrower has a  Borrowing Availability of not less than $7,500,000, the Fixed Charge Coverage Ratio shall not be tested for that Fiscal Period."

and (b) deleting paragraph (c)(ii) thereof (including the matrix therein) in its entirety and replacing it with the following:

• • "(ii)         at the end of each Fiscal Quarter set forth below, EBITDA for the 13 Fiscal Periods then ended of not less than the amount set forth below for such period:

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1.6           Amendment to Annex I of the Credit Agreement.    Annex I to the Credit Agreement is hereby amended by deleting the address for either Agent or GE Capital in Pleasanton, California set forth therein and replacing it with the following:

General Electric Capital Corporation

100 California Street, 10 th  Floor

San Francisco, California 94111

Attention:  Westaff Account Manager

Telecopier:  513-794-8596

Telephone:  415-277-7432

2.             LIMITED WAIVER.   Subject to the satisfaction of the conditions set forth herein, the Lenders hereby agree that, notwithstanding the requirements of paragraph (c)(ii) of Annex G (Financial Covenants) to the Credit Agreement, the Lenders hereby waive the Event of Default that arose from the failure of Parent and its Subsidiaries to have on a consolidated basis a minimum EBITDA for the 13 Fiscal Periods ending on October 28, 2006 of not less than $13,000,000, provided that the minimum EBITDA for such Fiscal Quarter, measured on a 13 Fiscal Periods then ended basis, may not be less than $10,400,000.  This waiver shall be limited precisely as written, shall apply solely with respect to the failure of Parent and its Subsidiaries to have on a consolidated basis a minimum EBITDA of not less than $13,000,000, measured on a 13 Fiscal Periods then ended basis, for the Fiscal Quarter ending October 28, 2006, as required pursuant to paragraph (c)(ii) of Annex G (Financial Covenants) to the Credit Agreement, and nothing contained in this Amendment shall be deemed to constitute a waiver of any other Default or Event of Default or provision of the Credit Agreement