1993 STOCK INCENTIVE PLAN

BARRETT BUSINESS SERVICES, INC.
1993 STOCK INCENTIVE PLAN

ARTICLE 1
ESTABLISHMENT AND PURPOSE

1.1 Establishment. Barrett Business Services, Inc.
("Corporation"), hereby establishes the Barrett Business Services, Inc.,
1993 Stock Incentive Plan (the "Plan"), effective as of March 1, 1993,
subject to shareholder approval as provided in Article 18.

1.2 Purpose. The purpose of the Plan is to promote and advance
the interests of Corporation and its shareholders by enabling Corporation
to attract, retain, and reward key employees, directors, and outside
consultants of Corporation and its subsidiaries. It is also intended to
strengthen the mutuality of interests between such employees, directors,
and consultants and Corporation's shareholders. The Plan is designed to
serve these purposes by offering stock options and other equity-based
incentive awards, thereby providing a proprietary interest in pursuing the
long-term growth, profitability, and financial success of Corporation.

ARTICLE 2
DEFINITIONS

2.1 Defined Terms. For purposes of the Plan, the following terms
shall have the meanings set forth below:

"Award" means an award or grant made to a Participant of Options,
Stock Appreciation Rights, Restricted Awards, Performance Awards, or Other
Stock-Based Awards pursuant to the Plan.

"Award Agreement" means an agreement as described in Section 6.4.

"Board" means the Board of Directors of Corporation.

"Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor thereto, together with rules,
regulations, and interpretations promulgated thereunder. Where the context
so requires, any reference to a particular Code section shall be construed
to refer to the successor provision to such Code section.

"Committee" means the committee appointed by the Board to
administer the Plan as provided in Article 3 of the Plan.

"Common Stock" means the $.01 par value Common Stock of Corporation
or any security of Corporation issued in substitution, exchange, or lieu
thereof.

"Consultant" means any consultant or adviser to Corporation or a
Subsidiary

selected by the Committee, who is not an employee of Corporation or a
Subsidiary.

"Continuing Restriction" means a Restriction contained in
Sections 6.5(i), 17.4, 17.5, and 17.7 of the Plan and any other
Restrictions expressly designated by the Committee in an Award Agreement as
a Continuing Restriction.

EXHIBIT 10.1
"Corporation" means Barrett Business Services, In
corporation, or any successor corporation.

"Deferred Compensation Option" means a Nonqualified Option granted
in lieu of a specified amount of other compensation pursuant to Section 7.8
of the Plan.

"Director Options" means options granted to Non-Employee Board
Directors pursuant to Article 14 of the Plan, including Initial Director
Options and Annual Director Options.

"Disability" means the condition of being permanently "disabled"
within the meaning of Section 22(e)(3) of the Code, namely being unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months. However, the Committee may change the
foregoing definition of "Disability" or may adopt a different definition
for purposes of specific Awards.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute. Where
the context so requires, any reference to a particular section of the
Exchange Act, or to any rule promulgated under the Exchange Act, shall be
construed to refer to successor provisions to such section or rule.

"Fair Market Value" means on any given date, the fair market value
per share of the Common Stock determined as follows:

(a) If the Common Stock is traded on an established securities
exchange, the mean between the reported high and low sale
prices of Common Stock as reported for such day by the
principal exchange on which Common Stock is traded (as
determined by the Committee) or, if Common Stock was not
traded on such date, on the next preceding day on which
Common Stock was traded;

(b) If trading activity in Common Stock is reported in the NASDAQ
National Market System, the mean between the reported high
and low sale prices of Common Stock as reported for such day
by the NASDAQ or, if Common Stock trades were not reported
on such date, on the next preceding day on which Common
Stock trades were reported by the NASDAQ;

(c) If trading activity in Common Stock is reported in the NASDAQ
Bid and Asked Quotations, the mean between the bid price and
asked price quote for such day as reported by the NASDAQ or,
if there are no such quotes for Common Stock for such date,
on the next preceding day for which bid and asked price
quotes for Common Stock were reported by NASDAQ; or

(d) If there is no market for Common Stock or if trading activities
for Common Stock are not reported in one of the manners
described above, the fair market value shall be as
determined by the Committee.

"Incentive Stock Option" or "ISO" means any Option granted
pursuant to the Plan that is intended to be and is specifically designated
in its Award Agreement as an "incentive stock option" within the meaning of
Section 422 of the Code.

"Non-Employee Board Director" means a member of the Board who is
not an employee of Corporation or any Subsidiary.

"Non-Employee Subsidiary Director" means a member of the board of
directors of a Subsidiary who is neither an employee of Corporation or a
Subsidiary nor a member of the Board.

"Nonqualified Option" or "NQO" means any Option, including a
Deferred Compensation Option, granted pursuant to the Plan that is not an
Incentive Stock Option.

"Option" means an ISO, an NQO, a Deferred Compensation Option, or a
Director Option.

"Other Stock-Based Award" means an Award as defined in
Section 11.1.

"Participant" means an employee or a Consultant of Corporation or a
Subsidiary, a Non-Employee Board Director, or a Non-Employee Subsidiary
Director who is granted an Award under the Plan.

"Performance Award" means an Award granted pursuant to the
provisions of Article 10 of the Plan, the Vesting of which is contingent on
performance attainment.

"Performance Cycle" means a designated performance period pursuant
to the provisions of Section 10.3 of the Plan.

"Performance Goal" means a designated performance objective
pursuant to the provisions of Section 10.4 of the Plan.

"Plan" means this Barrett Business Services, Inc., 1993 Stock
Incentive Plan, as set forth herein and as it may be hereafter amended and
from time to time.

"Reporting Person" means a Participant who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.

"Restricted Award" means a Restricted Share or a Restricted Unit
granted pursuant to Article 9 of the Plan.

"Restricted Share" means an Award described in Section 9.1(a) of
the Plan.

"Restricted Unit" means an Award of units representing Shares
described in Section 9.1(b) of the Plan.

"Restriction" means a provision in the Plan or in an Award
Agreement which limits the exercisability or transferability, or which
governs the forfeiture, of an Award or the Shares, cash, or other property
payable pursuant to an Award.

"Retirement" means:

(a) For Participants who are employees, retirement from active
employment with Corporation and its Subsidiaries on or after age 65, or
such earlier retirement date as approved by the Committee for purposes of
the Plan;

(b) For Participants who are Non-Employee Board Directors or
Non-Employee Subsidiary Directors, retirement from the applicable board of
directors after attaining the maximum age (if any) specified in the
articles of incorporation or bylaws of the applicable corporation; or

(c) For Participants who are Consultants, termination of service
as a Consultant after attaining a retirement age specified by the Committee
for purposes of an Award to such Consultant.

However, the Committee may change the foregoing definition of "Retirement"
or may adopt a different definition for purposes of specific Awards.

"Share" means a share of Common Stock.

"Stock Appreciation Right" or "SAR" means an Award to
benefit from the appreciation of Common Stock granted pursuant to the
provisions of Article 8 of the Plan.

"Subsidiary" means a "subsidiary corporation" of
Corporation, within the meaning of Section 425 of the Code, namely any
corporation in which Corporation directly or indirectly controls 50 percent
or more of the total combined voting power of all classes of stock having
voting power.

"Vest" or "Vested" means:

(a) In the case of an Award that requires
exercise, to be or to become immediately and fully
exercisable and free of all Restrictions (other than
Continuing Restrictions);

(b) In the case of an Award that is subject to
forfeiture, to be or to become nonforfeitable, freely
transferable, and free of all Restrictions (other than
Continuing Restrictions);

(c) In the case of an Award that is required to
be earned by attaining specified Performance Goals, to
be or to become earned and nonforfeitable, freely
transferable, and free of all Restrictions (other than
Continuing Restrictions); or

(d) In the case of any other Award as to which
payment is not dependent solely upon the exercise of a
right, election, exercise, or option, to be or to
become immediately payable and free of all Restrictions
(except Continuing Restrictions).

2.2 Gender and Number. Except where otherwise indicated by
the context, any masculine or feminine terminology used in the Plan shall
also include the opposite gender; and the definition of any term in
Section 2.1 in the singular shall also include the plural, and vice versa.

ARTICLE 3
ADMINISTRATION

3.1 General. The Plan shall be administered by a Committee
composed as described in Section 3.2.

3.2 Composition of the Committee. The Committee shall be
appointed by the Board and shall consist of not less than a sufficient
number of Non-Employee Board Directors so as to qualify the Committee to
administer the Plan as contemplated by Rule 16b-3 under the Exchange Act.
The Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by
the Board. In the event that the Committee shall cease to satisfy the
requirements of Rule 16b-3, the Board shall appoint another Committee
satisfying such requirements.

3.3 Authority of the Committee. The Committee shall have
full power and authority (subject to such orders or resolutions as may be
issued or adopted from time to time by the Board) to administer the Plan in
its sole discretion, including the authority to:

(a) Construe and interpret the Plan and any Award
Agreement;

(b) Promulgate, amend, and rescind rules and
procedures relating to the implementation of the Plan;

(c) Select the employees, Non-Employee Subsidiary
Directors, and Consultants who shall be granted Awards;

(d) Determine the number and types of Awards to
be granted to each such Participant;

(e) Determine the number of Shares, or Share
equivalents, to be subject to each Award;

(f) Determine the option price, purchase price,
base price, or similar feature for any Award; and

(g) Determine all the terms and conditions of all
Award Agreements, consistent with the requirements of
the Plan.

Decisions of the Committee, or any delegate as permitted by the Plan, shall
be final, conclusive, and binding on all Participants.

3.4 Action by the Committee. A majority of the members of
the Committee shall constitute a quorum for the transaction of business.
Action approved by a majority of the members present at any meeting at
which a quorum is present, or action in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

3.5 Delegation. Notwithstanding the foregoing, the
Committee may delegate to one or more officers of Corporation the authority
to determine the recipients, types, amounts, and terms of Awards granted to
Participants who are not Reporting Persons.

3.6 Liability of Committee Members. No member of the
Committee shall be liable for any action or determination made in good
faith with respect to the Plan, any Award, or any Participant.

3.7 Costs of Plan. The costs and expenses of administering
the Plan shall be borne by Corporation.

ARTICLE 4
DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN

4.1 Duration of the Plan. The Plan is effective March 1,
1993, subject to approval by Corporation's shareholders as provided in
Article 18. The Plan shall remain in effect until Awards have been granted
covering all the available Shares or the Plan is otherwise terminated by
the Board. Termination of the Plan shall not affect outstanding Awards.

4.2 Shares Subject to the Plan. The shares which may be
made subject to Awards under the Plan shall be Shares of Common Stock,
which may be either authorized and unissued Shares or reacquired Shares.
No fractional Shares shall be issued under the Plan. Subject to adjustment
pursuant to Article 15, the maximum number of Shares for which Awards may
be granted under the Plan shall be 400,000. If an Award under the Plan is
canceled or expires for any reason prior to having been fully Vested or
exercised by a Participant or is settled in cash in lieu of Shares or is
exchanged for other Awards, all Shares covered by such Awards shall be made
available for future Awards under the Plan.

ARTICLE 5
ELIGIBILITY

5.1 Employees and Non-Employee Subsidiary Directors.
Officers and other key employees of Corporation and its Subsidiaries
(including employees who may also be directors of Corporation or a
Subsidiary), Consultants, and Non-Employee Subsidiary Directors who, in the
Committee's judgment, are or will be contributors to the long-term success
of Corporation shall be eligible to receive Awards under the Plan.

5.2 Non-Employee Board Directors. All Non-Employee Board
Directors shall be eligible to receive Director Options pursuant to Article
14 of the Plan.

ARTICLE 6
AWARDS

6.1 Types of Awards. The types of Awards that may be
granted under the Plan are:

(a) Options governed by Article 7 of the Plan;

(b) Stock Appreciation Rights governed by
Article 8 of the Plan;

(c) Restricted Awards governed by Article 9 of
the Plan;

(d) Performance Awards governed by Article 10 of
the Plan;

(e) Other Stock-Based Awards or combination
awards governed by Article 11 of the Plan; and

(f) Director Options governed by Article 14 of the Plan.

In the discretion of the Committee, any Award (other than a Director
Option) may be granted alone, in addition to, or in tandem with other
Awards under the Plan.

6.2 General. Subject to the limitations of the Plan, the
Committee may cause Corporation to grant Awards to such Participants, at
such times, of such types, in such amounts, for such periods, with such
option prices, purchase prices, or base prices, and subject to such terms,
conditions, limitations, and restrictions as the Committee, in its
discretion, shall deem appropriate. Awards may be granted as additional
compensation to a Participant or in lieu of other compensation to such
Participant. A Participant may receive more than one Award and more than
one type of Award under the Plan.

6.3 Nonuniform Determinations. The Committee's
determinations under the Plan or under one or more Award Agreements,
including without limitation, (a) the selection of Participants to receive
Awards, (b) the type, form, amount, and timing of Awards, (c) the terms of
specific Award Agreements, and (d) elections and determinations made by the
Committee with respect to exercise or payments of Awards, need not be
uniform and may be made by the Committee selectively among Participants and
Awards, whether or not Participants are similarly situated.

6.4 Award Agreements. Each Award shall be evidenced by a
written Award Agreement between Corporation and the Participant. Award
Agreements may, subject to the provisions of the Plan, contain any
provision approved by the Committee.

6.5 Provisions Governing All Awards. All Awards shall be
subject to the following provisions:

(a) Alternative Awards. If any Awards are
designated in their Award Agreements as alternative to
each other, the exercise of all or part of one Award
automatically shall cause an immediate equal (or pro
rata) corresponding termination of the other
alternative Award or Awards.

(b) Rights as Shareholders. No Participant shall
have any rights of a shareholder with respect to Shares
subject to an Award until such Shares are issued in the
name of the Participant.

(c) Employment Rights. Neither the adoption of
the Plan nor the granting of any Award shall confer on
any person the right to continued employment with
Corporation or any Subsidiary or the right to remain as
a director of or a Consultant to Corporation or any
Subsidiary, as the case may be, nor shall it interfere
in any way with the right of Corporation or a
Subsidiary to terminate such person's employment or to
remove such person as a Consultant or as a director at
any time for any reason, with or without cause.

(d) Nontransferable. Each Award (other than
Restricted Shares after they Vest) shall not be
transferable otherwise than by will or the laws of
descent and distribution and shall be exercisable (if
exercise is required) during the lifetime of the
Participant, only by the Participant or, in the event
the Participant becomes legally incompetent, by the
Participant's guardian or legal representative.

(e) Termination of Employment. The terms and
conditions under which an Award may be exercised, if at
all, after a Participant's termination of employment or
service as a Non-Employee Subsidiary Director or a
Consultant shall be determined by the Committee and
specified in the applicable Award Agreement.

(f) Change in Control. The Committee, in its
discretion, may provide in any Award Agreement that in
the event of a change in control of Corporation (as the
Committee may define such term in the Award Agreement),
as of the date of such change in control:

(i) All, or a specified portion of,
Awards requiring exercise shall become fully
and immediately exercisable, notwithstanding
any other limitations on exercise;

(ii) All, or a specified portion of,
Awards subject to Restrictions shall become
fully Vested; and

(iii) All, or a specified portion of,
Awards subject to Performance Goals shall be
deemed to have been fully earned.

Unless the Committee specifically provides otherwise in
the change in control provision for a specific Award
Agreement, Awards shall become exercisable, become
Vested, or become earned as of a change in control date
only if, or to the extent, such acceleration in the
exercisability, Vesting, or becoming earned of the
Awards does not result in an "excess parachute payment"
within the meaning of Section 280G(b) of the Code. The
Committee, in its discretion, may include change in
control provisions in some Award Agreements and not in
others, may include different change in control
provisions in different Award Agreements, and may
include change in control provisions for some Awards or
some Participants and not for others.

(g) Conditioning or Accelerating Benefits. The
Committee, in its discretion, may include in any Award
Agreement a provision conditioning or accelerating the
Vesting of an Award or the receipt of benefits pursuant
to an Award, either automatically or in the discretion
of the Committee, upon the occurrence of specified
events including, without limitation, a change in
control of Corporation (subject to the foregoing
paragraph (f)), a sale of all or substantially all the
property and assets of Corporation, or an event of the
type described in Section 15 of this Plan.

(h) Payment of Purchase Price and Withholding.
The Committee, in its discretion, may include in any
Award Agreement a provision permitting the Participant
to pay the purchase or option price, if any, for the
Shares or other property issuable pursuant to the
Award, or the Participant's federal, state, or local
tax, or tax withholding, obligation with respect to
such issuance in whole or in part by any one or more of
the following:

(i) By delivering previously owned
Shares (including Restricted Shares, whether
or not vested);

(ii) By surrendering outstanding other
Vested Awards under the Plan denominated in
Shares or in Share equivalent units;

(iii) By reducing the number of Shares
or other property otherwise Vested and
issuable pursuant to the Award;

(iv) By delivering to Corporation a
promissory note payable on such terms and
over such period as the Committee shall
determine;

(v) By delivery (in a form approved by
the Committee) of an irrevocable direction to
a securities broker acceptable to the
Committee:

(A) To sell Shares subject to
the Option and to deliver all or a
part of the sales proceeds to
Corporation in payment of all or a
part of the option price and taxes
or withholding taxes attributable
to the issuance; or

(B) To pledge Shares subject
to the Option to the broker as
security for a loan and to deliver
all or a part of the loan proceeds
to Corporation in payment of all or
a part of the option price and
taxes or withholding taxes
attributable to the issuance; or

(vi) In any combination of the
foregoing or in any other form approved by
the Committee.

If Restricted Shares are surrendered in full or partial
payment of the purchase or option price of Shares
issuable under an Award, a corresponding number of the
Shares issued upon exercise of the Award shall be
Restricted Shares subject to the same Restrictions as
the surrendered Restricted Shares. Shares withheld or
surrendered as described above shall be valued based on
their Fair Market Value on the date of the transaction.
Any Shares withheld or surrendered with respect to a
Reporting Person shall be subject to such additional
conditions and limitations as the Committee may impose
to comply with the requirements of the Exchange Act.

(i) Reporting Persons. With respect to all
Awards granted to Reporting Persons:

(i) Awards requiring exercise shall not
be exercisable until at least six months
after the date the Award was granted, except
in the case of the death or Disability of the
Participant; and

(ii) Shares issued pursuant to any
other Award may not be sold by the
Participant for at least six months after
acquisition, except in the case of the death
or Disability of the Participant;

provided, however, that (unless an Award Agreement
provides otherwise) the limitation of this
Section 6.5(i) shall apply only if or to the extent
required by Rule 16b-3 under the Exchange Act. Award
Agreements for Awards to Reporting Persons shall also
comply with any future restrictions imposed by such
Rule 16b-3.

(j) Service Periods. At the time of granting
Awards, the Committee may specify, by resolution or in
the Award Agreement, the period or periods of service
performed or to be performed by the Participant in
connection with the grant of the Award.

ARTICLE 7
OPTIONS

7.1 Types of Options. Options granted under the Plan may
be in the form of Incentive Stock Options or Nonqualified Options
(including Deferred Compensation Options and Director Options). The grant
of each Option and the Award Agreement governing each Option shall identify
the Option as an ISO or an NQO. In the event the Code is amended to
provide for tax-favored forms of stock options other than or in addition to
Incentive Stock Options, the Committee may grant Options under the Plan
meeting the requirements of such forms of options.

7.2 General. Options shall be subject to the terms and
conditions set forth in Article 6 and this Article 7 and Award Agreements
governing Options shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee
shall deem desirable.

7.3 Option Price. Each Award Agreement for Options shall
state the option exercise price per Share of Common Stock purchasable under
the Option, which shall not be less than:

(a) $.01 per share in the case of a Deferred
Compensation Option;

(b) 75 percent of the Fair Market Value of a
Share on the date of grant for all other Nonqualified
Options (except Director Options); or

(c) 100 percent of the Fair Market Value of a
Share on the date of grant for all Incentive Stock
Options.

7.4 Option Term. The Award Agreement for each Option shall
specify the term of each Option, which may be unlimited or may have a
specified period during which the Option may be exercised, as determined by
the Committee.

7.5 Time of Exercise. The Award Agreement for each Option
shall specify, as determined by the Committee:

(a) The time or times when the Option shall
become exercisable and whether the Option shall become
exercisable in full or in graduated amounts based on:
(i) continuation of employment over a period specified
in the Award Agreement, (ii) satisfaction of
performance goals or criteria specified in the Award
Agreement, or (iii) a combination of continuation of
employment and satisfaction of performance goals or
criteria;

(b) Such other terms, conditions, and
restrictions as to when the Option may be exercised as
shall be determined by the Committee; and

(c) The extent, if any, that the Option shall
remain exercisable after the Participant ceases to be
an employee, Consultant, or director of Corporation or
a Subsidiary.

An Award Agreement for an Option may, in the discretion of the Committee,
provide whether, and to what extent, the time when an Option becomes
exercisable shall be accelerated or otherwise modified (i) in the event of
the death, Disability, or Retirement of the Participant, or (ii) upon the
occurrence of a change in control of Corporation. The Committee may, at
any time in its discretion, accelerate the time when all or any portion of
an outstanding Option becomes exercisable.

7.6 Special Rules for Incentive Stock Options. In the case
of an Option designated as an Incentive Stock Option, the terms of the
Option and the Award Agreement shall conform with the statutory and
regulatory requirements specified pursuant to Section 422 of the Code, as
in effect on the date such ISO is granted. ISOs may be granted only to
employees of Corporation or a Subsidiary. ISOs may not be granted under
the Plan after ten years following the date specified in Section 4.1,
unless the ten-year limitation of Section 422(b)(2) of the Code is removed
or extended.

7.7 Restricted Shares. In the discretion of the Committee,
the Shares issuable upon exercise of an Option may be Restricted Shares if
so provided in the Award Agreement for the Option.

7.8 Deferred Compensation Options. The Committee may, in
its discretion, grant Deferred Compensation Options with an option price
less than Fair Market Value to provide a means for deferral to future dates
of compensation otherwise payable to a Participant. The option price shall
be determined by the Committee subject to Section 7.3(a) of the Plan. The
number of Shares subject to a Deferred Compensation Option shall be
determined by the Committee, in its discretion, by dividing the amount of
compensation to be deferred by the difference between the Fair Market Value
of a Share on the date of grant and the option price of the Deferred
Compensation Option. Amounts of compensation deferred with Deferred
Compensation Options may include amounts payable under Awards granted under
the Plan or under any other compensation program or arrangement of
Corporation as permitted by the Committee. The Committee shall grant
Deferred Compensation Options only if it reasonably determines that the
recipient of such an Option is not likely to be deemed to be in
constructive receipt for income tax purposes of the income being deferred.

7.9 Reload Options. The Committee, in its discretion, may
provide in an Award Agreement for an Option that in the event all or a
portion of the Option is exercised by the Participant using previously
acquired Shares, the Participant shall automatically be granted (subject to
the available pool of Shares subject to grants of Awards as specified in
Section 4.2 of the Plan) a replacement Option (with an option price equal
to the Fair Market Value of a Share on the date of such exercise) for a
number of Shares equal to (or equal to a portion of) the number of shares
surrendered upon exercise of the Option. Such reload Option features may
be subject to such terms and conditions as the Committee shall determine,
including without limitation, a condition that the Participant retain the
Shares issued upon exercise of the Option for a specified period of time.

ARTICLE 8
STOCK APPRECIATION RIGHTS

8.1 General. Stock Appreciation Rights shall be subject to
the terms and conditions set forth in Article 6 and this Article 8 and
Award Agreements governing Stock Appreciation Rights shall contain such
additional terms and conditions, not inconsistent with the express terms of
the Plan, as the Committee shall deem desirable.

8.2 Nature of Stock Appreciation Right. A Stock
Appreciation Right is an Award entitling a Participant to receive an amount
equal to the excess (or, if the Committee shall determine at the time of
grant, a portion of the excess) of the Fair Market Value of a Share of
Common Stock on the date of exercise of the SAR over the base price, as
described below, on the date of grant of the SAR, multiplied by the number
of Shares with respect to which the SAR shall have been exercised. The
base price shall be designated by the Committee in the Award Agreement for
the SAR and may be the Fair Market Value of a Share on the grant date of
the SAR or such other higher or lower price as the Committee shall
determine.

8.3 Exercise. A Stock Appreciation Right may be exercised
by a Participant in accordance with procedures established by the
Committee. The Committee may also provide that a SAR shall be
automatically exercised on one or more specified dates or upon the
satisfaction of one or more specified conditions. In the case of SARs
granted to Reporting Persons, exercise of the SAR shall be limited by the
Committee to the extent required to comply with the applicable requirements
of Rule 16b-3 under the Exchange Act.

8.4 Form of Payment. Payment upon exercise of a Stock
Appreciation Right may be made in cash, in installments, in Shares, by
issuance of a Deferred Compensation Option, or in any combination of the
foregoing, or in any other form as the Committee shall determine.

ARTICLE 9
RESTRICTED AWARDS

9.1 Types of Restricted Awards. Restricted Awards granted
under the Plan may be in the form of either Restricted Shares or Restricted
Units.

(a) Restricted Shares. A Restricted Share is an
Award of Shares transferred to a Participant subject to
such terms and conditions as the Committee deems
appropriate, including, without limitation,
restrictions on the sale, assignment, transfer, or
other disposition of such Restricted Shares and may
include a requirement that the Participant forfeit such
Restricted Shares back to Corporation upon termination
of Participant's employment (or service as a Non-
Employee Subsidiary Director or a Consultant) for
specified reasons within a specified period of time or
upon other conditions, as set forth in the Award
Agreement for such Restricted Shares. Each Participant
receiving a Restricted Share shall be issued a stock
certificate in respect of such Shares, registered in
the name of such Participant, and shall execute a stock
power in blank with respect to the Shares evidenced by
such certificate. The certificate evidencing such
Restricted Shares and the stock power shall be held in
custody by Corporation until the Restrictions thereon
shall have lapsed.

(b) Restricted Units. A Restricted Unit is an
Award of units (with each unit having a value
equivalent to one Share) granted to a Participant
subject to such terms and conditions as the Committee
deems appropriate, and may include a requirement that
the Participant forfeit such Restricted Units upon
termination of Participant's employment (or service as
a Non-Employee Subsidiary Director or a Consultant) for
specified reasons within a specified period of time or
upon other conditions, as set forth in the Award
Agreement for such Restricted Units.

9.2 General. Restricted Awards shall be subject to the
terms and conditions of Article 6 and this Article 9 and Award Agreements
governing Restricted Awards shall contain such additional terms and
conditions, not inconsistent with the express provisions of the Plan, as
the Committee shall deem desirable.

9.3 Restriction Period. Award Agreements for Restricted
Awards shall provide that Restricted Awards, and the Shares subject to
Restricted Awards, may not be transferred, and may provide that, in order
for a Participant to Vest in such Restricted Awards, the Participant must
remain in the employment (or remain as a Non-Employee Subsidiary Director
or a Consultant) of Corporation or its Subsidiaries, subject to relief for
reasons specified in the Award Agreement, for a period commencing on the
grant date of the Award and ending on such later date or dates as the
Committee may designate at the time of the Award (the "Restriction
Period"). During the Restriction Period, a Participant may not sell,
assign, transfer, pledge, encumber, or otherwise dispose of Shares received
under or governed by a Restricted Award grant. The Committee, in its sole
discretion, may provide for the lapse of restrictions in installments
during the Restriction Period. Upon expiration of the applicable
Restriction Period (or lapse of Restrictions during the Restriction Period
where the Restrictions lapse in installments) the Participant shall be
entitled to settlement of the Restricted Award or portion thereof, as the
case may be. Although Restricted Awards shall usually Vest based on
continued employment (or service as a Non-Employee Subsidiary Director or a
Consultant) and Performance Awards under Article 10 shall usually Vest
based on attainment of Performance Goals, the Committee, in its discretion,
may condition Vesting of Restricted Awards on attainment of Performance
Goals as well as continued employment (or service as a Non-Employee
Subsidiary Director or a Consultant). In such case, the Restriction Period
for such a Restricted Award shall include the period prior to satisfaction
of the Performance Goals.

9.4 Forfeiture. If a Participant ceases to be an employee
(or Consultant or Non-Employee Subsidiary Director) of Corporation or a
Subsidiary during the Restriction Period for any reason other than reasons
which may be specified in an Award Agreement (such as death, Disability, or
Retirement) the Award Agreement may require that all non-Vested Restricted
Awards previously granted to the Participant be forfeited and returned to
Corporation.

9.5 Settlement of Restricted Awards.

(a) Restricted Shares. Upon Vesting of a Restricted Share
Award, the legend on such Shares will be removed and the Participant's
stock power will be returned and the Shares will no longer be Restricted
Shares. The Committee may also, in its discretion, permit a Participant to
receive, in lieu of unrestricted Shares at the conclusion of the
Restriction Period, payment in cash, installments, or by issuance of a
Deferred Compensation Option equal to the Fair Market Value of the
Restricted Shares as of the date the Restrictions lapse.

(b) Restricted Units. Upon Vesting of a Restricted Unit
Award, a Participant shall be entitled to receive payment for Restricted
Units in an amount equal to the aggregate Fair Market Value of the Shares
covered by such Restricted Units at the expiration of the Applicable
Restriction Period. Payment in settlement of a Restricted Unit shall be
made as soon as practicable following the conclusion of the applicable
Restriction Period in cash, in installments, in Shares equal to the number
of Restricted Units, by issuance of a Deferred Compensation Option, or in
any other manner or combination of such methods as the Committee, in its
sole discretion, shall determine.

9.6 Rights as a Shareholder. A Participant shall have,
with respect to unforfeited Shares received under a grant of Restricted
Shares, all the rights of a shareholder of Corporation, including the right
to vote the shares, and the right to receive any cash dividends. Stock
dividends issued with respect to Restricted Shares shall be treated as
additional Shares covered by the grant of Restricted Shares and shall be
subject to the same Restrictions.

ARTICLE 10
PERFORMANCE AWARDS

10.1 General. Performance Awards shall be subject to the
terms and conditions set forth in Article 6 and this Article 10 and Award
Agreements governing Performance Awards shall contain such other terms and
conditions not inconsistent with the express provisions of the Plan, as the
Committee shall deem desirable.

10.2 Nature of Performance Awards. A Performance Award is
an Award of units (with each unit having a value equivalent to one Share)
granted to a Participant subject to such terms and conditions as the
Committee deems appropriate, including, without limitation, the requirement
that the Participant forfeit such Performance Award or a portion thereof in
the event specified performance criteria are not met within a designated
period of time.

10.3 Performance Cycles. For each Performance Award, the
Committee shall designate a performance period (the "Performance Cycle")
with a duration to be determined by the Committee in its discretion within
which specified Performance Goals are to be attained. There may be several
Performance Cycles in existence at any one time and the duration of
Performance Cycles may differ from each other.

10.4 Performance Goals. The Committee shall establish
Performance Goals for each Performance Cycle on the basis of such criteria
and to accomplish such objectives as the Committee may from time to time
select. Performance Goals may be based on (i) performance criteria for
Corporation, a Subsidiary, or an operating group, (ii) a Participant's
individual performance, or (iii) a combination of both. Performance Goals
may include objective and subjective criteria. During any Performance
Cycle, the Committee may adjust the Performance Goals for such Performance
Cycle as it deems equitable in recognition of unusual or nonrecurring
events affecting Corporation, changes in applicable tax laws or accounting
principles, or such other factors as the Committee may determine.

10.5 Determination of Awards. As soon as practicable after
the end of a Performance Cycle, the Committee shall determine the extent to
which Performance Awards have been earned on the basis of performance in
relation to the established Performance Goals.

10.6 Timing and Form of Payment. Settlement of earned
Performance Awards shall be made to the Participant as soon as practicable
after the expiration of the Performance Cycle and the Committee's
determination under Section 10.5, in the form of cash, installments,
Shares, Deferred Compensation Options, or any combination of the foregoing
or in any other form as the Committee shall determine.

ARTICLE 11
OTHER STOCK-BASED AND COMBINATION AWARDS

11.1 Other Stock-Based Awards. The Committee may grant
other Awards under the Plan pursuant to which Shares are or may in the
future be acquired, or Awards denominated in or measured by Share
equivalent units, including Awards valued using measures other than the
market value of Shares. Other Stock-Based Awards are not restricted to any
specified form or structure and may include, without limitation, Share
purchase warrants, other rights to acquire Shares, and securities
convertible into or redeemable for Shares. Such Other Stock-Based Awards
may be granted either alone, in addition to, or in tandem with, any other
type of Award granted under the Plan.

11.2 Combination Awards. The Committee may also grant
Awards under the Plan in tandem or combination with other Awards or in
exchange of Awards, or in tandem or combination with, or as alternatives
to, grants or rights under any other employee plan of Corporation,
including the plan of any acquired entity. No action authorized by this
section shall reduce the amount of any existing benefits or change the
terms and conditions thereof without the Participant's consent.

ARTICLE 12
DEFERRAL ELECTIONS

The Committee may permit a Participant to elect to defer
receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant by virtue of the exercise, earn out,
or Vesting of an Award made under the Plan. If any such election is
permitted, the Committee shall establish rules and procedures for such
payment deferrals, including, but not limited to: (a) payment or crediting
of reasonable interest or other growth or earnings factor on such deferred
amounts credited in cash, (b) the payment or crediting of dividend
equivalents in respect of deferrals credited in Share equivalent units, or
(c) granting of Deferred Compensation Options.

ARTICLE 13
DIVIDEND EQUIVALENTS

Any Awards may, at the discretion of the Committee, earn
dividend equivalents. In respect of any such Award which is outstanding on
a dividend record date for Common Stock, the Participant may be credited
with an amount equal to the amount of cash or stock dividends that would
have been paid on the Shares covered by such Award, had such covered Shares
been issued and outstanding on such dividend record date. The Committee
shall establish such rules and procedures governing the crediting of
dividend equivalents, including the timing, form of payment, and payment
contingencies of such dividend equivalents, as it deems are appropriate or
necessary.

ARTICLE 14
NON-EMPLOYEE BOARD DIRECTORS

14.1 General. Awards shall be made to Non-Employee Board
Directors only pursuant to this Article 14. All Non-Employee Board
Directors shall receive Initial Director Options and Annual Director
Options. No person, including the members of the Board or the Committee,
shall have any discretion as to the selection of eligible recipients or the
determination of the type, amount, or terms of Awards pursuant to this
Article 14.

14.2 Eligibility. The persons eligible to receive Awards
pursuant to this Article 14 are all Non-Employee Board Directors of
Corporation.

14.3 Definitions. For purposes of this Article 14, the
following terms shall have the meanings set forth below:

"Annual Meeting Date" means the date of Corporation's
regular annual meeting of shareholders.

"Offering Date" means the closing date of Corporation's
initial public offering of Shares pursuant to a registration statement
which has become effective under the Securities Act of 1933.

14.4 Initial Director Options.

(a) Grant of Initial Director Options. As of the Offering
Date, each Non-Employee Board Director who is a member of the Board on the
Offering Date shall be granted automatically an Initial Director Option to
purchase 1,500 Shares.

(b) Option Price. The option purchase price for each
Initial Director Option shall be equal to the public offering price of a
Share.

(c) Terms of Initial Director Options. Each Initial
Director Option shall have the terms and conditions specified in the form
of Award Agreement attached to this Plan as Appendix A.

14.5 Annual Director Options.

(a) Grant of Annual Director Options. As of each Annual
Meeting Date, each Non-Employee Board Director whose term begins on or
continues after that Annual Meeting Date shall be granted automatically an
Annual Director Option to purchase 500 Shares.

(b) Option Price. The option exercise price for each
Annual Director Option shall be equal to the Fair Market Value of a Share
as of the Annual Meeting Date.

(c) Terms of Annual Director Options. Each Annual Director
Option shall have the terms and conditions specified in the form of Award
Agreement attached to this Plan as Appendix A.

ARTICLE 15
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

15.1 Plan Does Not Restrict Corporation. The existence of
the Plan and the Awards granted under the Plan shall not affect or restrict
in any way the right or power of the Board or the shareholders of
Corporation to make or authorize any adjustment, recapitalization,
reorganization, or other change in Corporation's capital structure or its
business, any merger or consolidation of the Corporation, any issue of
bonds, debentures, preferred or prior preference stocks ahead of or
affecting Corporation's capital stock or the rights thereof, the
dissolution or liquidation of Corporation or any sale or transfer of all or
any part of its assets or business, or any other corporate act or
proceeding.

15.2 Adjustments by the Committee. In the event of any
change in capitalization affecting the Common Stock of Corporation, such as
a stock dividend, stock split, recapitalization, merger, consolidation,
split-up, combination or exchange of shares or other form of
reorganization, or any other change affecting the Common Stock, such
proportionate adjustments, if any, as the Committee, in its sole
discretion, may deem appropriate to reflect such change, shall be made with
respect to the aggregate number of Shares for which Awards in respect
thereof may be granted under the Plan, the maximum number of Shares which
may be sold or awarded to any Participant, the number of Shares covered by
each outstanding Award, and the base price or purchase price per Share in
respect of outstanding Awards. The Committee may also make such
adjustments in the number of Shares covered by, and price or other value of
any outstanding Awards in the event of a spin-off or other distribution
(other than normal cash dividends), of Corporation assets to shareholders.

ARTICLE 16
AMENDMENT AND TERMINATION

Without further approval of Corporation's shareholders, the
Board may at any time terminate the Plan, or may amend it from time to time
in such respects as the Board may deem advisable, except that the Board may
not, without approval of the shareholders, make any amendment which would
(i) materially increase the benefits accruing to Participants under the
Plan, (ii) materially increase the aggregate number of shares of Common
Stock which may be issued under the Plan (except for adjustments pursuant
to Article 15 of the Plan), or (iii) materially modify the requirements as
to eligibility for participation in the Plan. Without further shareholder
approval, the Board may amend the Plan to take into account changes in
applicable securities, federal income tax laws, and other applicable laws.
Further, should the provisions of Rule 16b-3, or any successor rule, under
the Exchange Act be amended, the Board, without further shareholder
approval, may amend the Plan as necessary to comply with any modifications
to such rule. The provisions of Article 14 may not be amended more than
once every six months, other than to conform with changes in the Code or in
Rule 16b-3 under the Exchange Act.

ARTICLE 17
MISCELLANEOUS

17.1 Tax Withholding. Corporation shall have the right to
deduct from any settlement of any Award under the Plan, including the
delivery or vesting of Shares, any federal, state, or local taxes of any
kind required by law to be withheld with respect to such payments or to
take such other action as may be necessary in the opinion of Corporation to
satisfy all obligations for the payment of such taxes. The recipient of
any payment or distribution under the Plan shall make arrangements
satisfactory to Corporation for the satisfaction of any such withholding
tax obligations. Corporation shall not be required to make any such
payment or distribution under the Plan until such obligations are
satisfied.

17.2 Unfunded Plan. The Plan shall be unfunded and
Corporation shall not be required to segregate any assets that may at any
time be represented by Awards under the Plan. Any liability of Corporation
to any person with respect to any Award under the Plan shall be based
solely upon any contractual obligations that may be effected pursuant to
the Plan. No such obligation of Corporation shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of Corporation.

17.3 Payments to Trust. The Committee is authorized to
cause to be established a trust agreement or several trust agreements
whereunder the Committee may make payments of amounts due or to become due
to Participants in the Plan.

17.4 Annulment of Awards. Any Award Agreement may provide
that the grant of an Award payable in cash is revocable until cash is paid
in settlement thereof or that grant of an Award payable in Shares is
revocable until the Participant becomes entitled to the certificate in
settlement thereof. In the event the employment (or service as a
Non-Employee Subsidiary Director or a Consultant) of a Participant is
terminated for cause (as defined below), any Award which is revocable shall
be annulled as of the date of such termination for cause. For the purpose
of this Section 17.4, the term "for cause" shall have the meaning set forth
in the Participant's employment agreement, if any, or otherwise means any
discharge (or removal) for material or flagrant violation of the policies
and procedures of Corporation or for other job performance or conduct which
is materially detrimental to the best interests of Corporation, as
determined by the Committee.

17.5 Engaging in Competition With the Corporation. Any
Award Agreement may provide that, if a Participant terminates employment
(or service as a Non-Employee Subsidiary Director or a Consultant) with
Corporation or a Subsidiary for any reason whatsoever, and within a period
of time (as specified in the Award Agreement) after the date thereof
accepts employment with any competitor of (or otherwise engages in
competition with) Corporation, the Committee, in its sole discretion, may
require such Participant to return to Corporation the economic value of any
Award that is realized or obtained (measured at the date of exercise,
Vesting, or payment) by such Participant at any time during the period
beginning on the date that is six months prior to the date of such
Participant's termination of employment (or service as a Non-Employee
Subsidiary Director or a Consultant) with Corporation.

17.6 Other Corporation Benefit and Compensation Programs.
Payments and other benefits received by a Participant under an Award made
pursuant to the Plan shall not be deemed a part of a Participant's regular,
recurring compensation for purposes of the termination indemnity or
severance pay law of any state or country and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan or similar arrangement provided by Corporation or a Subsidiary
unless expressly so provided by such other plan or arrangements, or except
where the Committee expressly determines that an Award or portion of an
Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion
of cash compensation. Awards under the Plan may be made in combination
with or in tandem with, or as alternatives to, grants, awards, or payments
under any other Corporation or Subsidiary plans, arrangements, or programs.
The Plan notwithstanding, Corporation or any Subsidiary may adopt such
other compensation programs and additional compensation arrangements as it
deems necessary to attract, retain, and reward employees and directors for
their service with Corporation and its Subsidiaries.

17.7 Securities Law Restrictions. No Shares shall be
issued under the Plan unless counsel for Corporation shall be satisfied
that such issuance will be in compliance with applicable federal and state
securities laws. Certificates for Shares delivered under the Plan may be
subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed, and any applicable federal or
state securities law. The Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.

17.8 Governing Law. Except with respect to references to
the Code or federal securities laws, the Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws
of the state of Maryland.

ARTICLE 18
SHAREHOLDER APPROVAL

The adoption of the Plan and the grant of Awards under the
Plan are expressly subject to the approval of the Plan by Corporation's
shareholders holding a majority of Corporation's outstanding Shares.

Appendix A

Form of
AWARD AGREEMENT
Under The
Barrett Business Services, Inc.
1993 Stock Incentive Plan

[INITIAL] [ANNUAL] DIRECTOR OPTIONS


Corporation: BARRETT BUSINESS SERVICES, INC.
2828 S.W. Kelly Street
Portland, Oregon 97201

Participant: _______________________________
_______________________________
_______________________________

Date: _______________________________

Corporation maintains the Barrett Business Services, Inc.,
1993 Stock Incentive Plan (the "Plan").

This Award Agreement evidences the grant of an [Initial]
[Annual] Director Option (the "Option") to Participant.

The parties agree as follows:

1. Defined Terms

When used in this Agreement, the following terms shall have
the meaning specified below:

(a) "Acquiring Person" shall mean any person or
related person or related persons which constitute a
"group" for purposes of Section 13(d) and Rule 13d-5
under the Securities Exchange Act of 1934 (the
"Exchange Act"), as such Section and Rule are in effect
as of the Grant Date; provided, however, that the term
Acquiring Person shall not include (i) Corporation or
any of its Subsidiaries, (ii) any employee benefit plan
of Corporation or any of its Subsidiaries, (iii) any
entity holding voting capital stock of Corporation for
or pursuant to the terms of any such employee benefit
plan, or (iv) any person or group solely because such
person or group has voting power with respect to
capital stock of Corporation arising from a recoverable
proxy or consent given in response to a public proxy or
consent solicitation made pursuant to the Exchange Act.

(b) "Change in Control" shall mean:

(i) A change in control of Corporation
of a nature that would be required to be
reported in response to Item 6(e) of
Schedule 14A of Regulation 14A as in effect
on the Grant Date pursuant to the Exchange
Act; provided that, without limitation, such
a change in control shall be deemed to have
occurred at such time as any Acquiring Person
hereafter becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 30 percent
or more of the combined voting power of
Corporation Voting Securities; or

(ii) During any period of
12 consecutive calendar months, individuals
who at the beginning of such period
constitute the Board cease for any reason to
constitute at least a majority thereof unless
the election, or the nomination for election,
by Corporation shareholders of each new
director was approved by a vote of at least a
majority of the directors then still in
office who were directors at the beginning of
the period; or

(iii) There shall be consummated
(i) any consolidation or merger of
Corporation in which Corporation is not the
continuing or surviving corporation or
pursuant to which Voting Securities would be
converted into cash, securities, or other
property, other than a merger of Corporation
in which the holders of Voting Securities
immediately prior to the merger have the same
proportionate ownership of common stock of
the surviving corporation immediately after
the merger, or (ii) any sale, lease,
exchange, or other transfer (in one
transaction or a series of related
transactions) of all, or substantially all,
of the assets of Corporation, provided that
any such consolidation, merger, sale, lease,
exchange, or other transfer consummated at
the insistence of an appropriate banking
regulatory agency shall not constitute a
Change in Control; or

(iv) Approval by the shareholders of
Corporation of any plan or proposal for the
liquidation or dissolution of Corporation.

(c) "Change in Control Date" shall mean the first
date following the Grant Date on which a Change in
Control has occurred.

(d) "Disability" shall mean permanent and total
disability as defined in Section 22(e)(3) of the Code.

(e) "Grant Date" shall mean the date the Option
is granted, which is reflected as the date of this
Agreement.

(f) "Retirement" shall mean ceasing to be a
member of the Board for any reason (other than by
removal) after service on the Board for at least 10
years.

(g) "Voting Securities" shall mean Corporation's
issued and outstanding securities ordinarily having the
right to vote at elections for the Board.

(h) Capitalized terms not otherwise defined in
this Agreement have the meanings given them in the
Plan.

2. Grant of Option

Subject to the terms and conditions of this Agreement
and the Plan, Corporation grants to Participant the Option to
purchase ________ Shares of Corporation's common stock at $
per share.

3. Terms of Option

The Option shall be subject to all the provisions of
the Plan and to the following terms and conditions:

par Term. The term of the Option shall be unlimited
unless terminated earlier in accordance with this Agreement.

3.2 Time of Exercise. Unless the Option is otherwise
terminated or the time of its exercisability is accelerated in
accordance with this Agreement, the Option may be exercised from
time to time to purchase Shares up to the following limits (based
on years after the Grant Date):

(a) During the first year - none;

(b) During the second year - up to 25 percent of
the total Shares;

(c) During the third year - up to 50 percent of
the total Shares;

(d) During the fourth year - up to 75 percent of
the total Shares; and

(e) After the fourth year - 100 percent.

3.3 Continuation as Director. If Participant ceases
to be a member of the Board for any reason, the right to exercise
the Option shall expire at the end of the following periods: