FIFTH AMENDMENT TO LOAN AGREEMENT

FIFTH AMENDMENT TO LOAN AGREEMENT


THIS AMENDMENT TO LOAN AGREEMENT, made and entered into as of the 31st day of
May, 1996, by and between FIRST INTERSTATE BANK OF OREGON, N.A. (hereinafter
referred to as "Bank"), and BARRETT BUSINESS SERVICES, INC, with its chief
executive office at 4724 SW Macadam Boulevard, Portland, Oregon 97201
(hereinafter referred to as "Borrower").

RECITALS

The parties entered into a loan agreement dated as of August 12, 1993, which
was subsequently amended by various instruments, the latest of which is
numbered fourth and is dated as of the 1st day of June, 1995 (hereinafter
collectively referred to as the "Agreement"), and the parties now desire to
amend the Agreement as hereinafter provided. Capitalized terms not otherwise
defined herein shall have the meanings assigned to them in the Agreement.

NOW, THEREFORE, the parties mutually agree as follows:

1. The Agreement is hereby amended to provide:

(a) Section 1. "LOAN(S)" is hereby deleted, and in place thereof the
following new Section 1. "LOAN(S)" is inserted:

"1. LOAN(S). Subject to the terms and conditions of this Agreement,
Lender agrees to make (a) a loan or loans on a revolving basis up to
and including May 30, 1997, in the maximum aggregate amount
outstanding at any one time of Four Million and No/100 Dollars
($4,000,000.00) to Borrower for the purpose of working capital
support (`Revolving Loan'), and (b) a term real estate loan in the
maximum amount of Six Hundred Ninety-Three Thousand Seven Hundred
Fifty and No/100 Dollars ($693,750.00) (`Real Estate Loan'). The
Revolving Loan and Real Estate Loan shall be referred to collectively
as the `Loans.' The Loans shall be evidenced by promissory notes
substantially in the form of Exhibits A and B attached hereto and by
this reference incorporated herein (`Notes')."

(b) Section 6.(b) titled "FINANCIAL COVENANTS" is hereby deleted, and in
place thereof the following Section 6.(b) titled "FINANCIAL
COVENANTS" is inserted:

"6. FINANCIAL COVENANTS.
(b) Borrower shall maintain a zero dollar ($0.00) balance under the
Revolving Loan for thirty (30) consecutive days each fiscal year.

(c) Section 6. FINANCIAL COVENANTS. (a) is hereby deleted in its
entirety.

(d) Section 6. FINANCIAL COVENANTS. (c) is hereby deleted in its
entirety.

(e) Section 6. FINANCIAL COVENANTS. (d) is hereby deleted in its
entirety.

(f) Section 4. AFFIRMATIVE COVENANTS. (h) is hereby deleted, and in
place thereof the following new Section 4. AFFIRMATIVE COVENANTS. (h)
is inserted:

Section 4. AFFIRMATIVE COVENANTS.
(h) Commencing May 31, 1996, pay to Bank a fee computed on the daily
unused commitment amount at a rate of one-eighth of one percent
(0.125%) per annum. The commitment fee shall be computed for the
actual number of days elapsed on the basis of a 365-day or 366-day
year, as applicable, and shall be due and payable quarterly in
arrears on the first (1st) day of each quarter. Payment shall be
made at the office of Bank designated by Bank for such purpose.


2. Except as herein amended, each and all of the terms and provisions of
the Agreement shall be and remain in full force and effect during the
term thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement, in duplicate, as of the date first hereinabove written.


Borrower hereby acknowledges receipt of a copy of this Amendment.


BARRETT BUSINESS SERVICES, INC. FIRST INTERSTATE BANK OF
OREGON, N.A.



By: /s/ Michael D.Mulholland By: /s/ Marlene Roberts

Title: Vice President-Finance Title: Vice President
FIRST INTERSTATE BANK
EXHIBIT A

CHANGE IN TERMS AGREEMENT

=========================================================================

Borrower: BARRETT BUSINESS LENDER: First Interstate Bank
SERVICES, INC. of Oregon, N.A.
4724 SW Macadam Boulevard Oregon Corporate
Portland, OR 97201 1300 SW 5th Ave T-19
P.O. Box 3131
Portland, OR 97208

=========================================================================

PRINCIPAL AMOUNT: $4,000,000.00 DATE OF AGREEMENT: May 31, 1996

DESCRIPTION OF EXISTING INDEBTEDNESS. That certain optional advance note
executed by Borrower on June 1, 1995 in the original amount of $4,000,000.00,
as it may have been amended or renewed from time to time (the "Note").

DESCRIPTION OF CHANGE IN TERMS. The maturity date of the existing
indebtedness described above is hereby extended to May 30, 1997, when the
entire unpaid principal balance, all accrued and unpaid interest, and all
other amounts payable thereunder shall be due and payable.

ARBITRATION

Binding Arbitration. Upon the demand of any party ("Party/Parties"), to
a Document (as defined below), whether made before the institution of
any judicial proceeding or not more than 60 days after service of a
complaint, third party complaint, cross-claim or counterclaim or any
answer thereto or any amendment to any of the above, any Dispute (as
defined below) shall be resolved by binding arbitration in accordance
with the terms of this Arbitration Program. A "Dispute" shall include
any action, dispute, claim or controversy of any kind, whether founded
in contract, tort, statutory or common law, equity, or otherwise, now
existing or hereafter arising between any of the Parties arising out of,
pertaining to or in connection with any agreement, document or
instrument to which this Arbitration Program is attached or in which it
appears or is referenced or any related agreements, documents or
instruments ("Documents"). Any Party who fails to submit to binding
arbitration following a lawful demand by another Party shall bear all
costs and expenses, including reasonable attorneys' fees (including
those incurred in any trial, bankruptcy proceeding or on appeal)
incurred by the other Party in obtaining a stay of any pending judicial
proceeding and compelling arbitration of any Dispute. The parties agree
that any agreement, document or instrument which includes, attaches to
or incorporates this Arbitration Program represents a transaction
involving commerce as that term is used in the Federal Arbitration Act
("FAA") Title 9 United States Code. THE PARTIES UNDERSTAND THAT BY THIS
AGREEMENT THEY HAVE DECIDED THAT THEIR DISPUTES SHALL BE RESOLVED BY
BINDING ARBITRATION RATHER THAN IN COURT, AND ONCE DECIDED BY
ARBITRATION NO DISPUTE CAN LATER BE BROUGHT, FILED OR PURSUED IN COURT.

Governing Rules. Arbitrations conducted pursuant to this Arbitration
Program shall be administered by the American Arbitration Association
("AAA"), or other mutually agreeable administrator ("Administrator") in
accordance with the terms of this Arbitration Program and the Commercial
Arbitration Rules of AAA. Proceedings hereunder shall be governed by
the provisions of the FAA. The arbitrator(s) shall resolve all Disputes
in accordance with the applicable substantive law designated in the
Documents. Judgment upon any award rendered hereunder may be entered in
any court having jurisdiction; provided, however that nothing herein
shall be construed to be a waiver by any party that is a bank of the
protections afforded pursuant to 12 U.S.C. 91 or any similar applicable
state law.

Preservation of Remedies. No provision of, nor the exercise of any
rights under, this arbitration clause shall limit the right of any Party
to: (a) foreclose against any real or personal property collateral or
other security, or obtain a personal or deficiency award; (b) exercise
self-help remedies (including repossession and setoff rights); or (c)
obtain provisional or ancillary remedies such as injunctive relief,
sequestration, attachment, replevin, garnishment, or the appointment of
a receiver from a court having jurisdiction. Such rights can be
exercised at any time except to the extent such action is contrary to a
final award or decision in any arbitration proceeding. The institution
and maintenance of an action as described above shall not constitute a
waiver of the right of any Party to submit the Dispute to arbitration,
nor render inapplicable the compulsory arbitration provisions hereof.
Any claim or Dispute related to exercise of any self-help, auxiliary or
other rights under this paragraph shall be a Dispute hereunder.

Arbitrator Powers and Qualifications; Awards. The Parties agree to
select a neutral "qualified" arbitrator or a panel of three "qualified"
arbitrators to resolve any Dispute hereunder. "Qualified" means a
practicing attorney, with not less than 10 years practice in commercial
law, licensed to practice in the state of the applicable substantive law
designated in the Documents. A Dispute in which the claims or amounts
in controversy do not exceed $1,000,000.00, shall be decided by a single
arbitrator. A single arbitrator shall have authority to render an award
up to but not to exceed $1,000,000,00 including all damages of any kind
whatsoever, costs, fees, attorneys' fees and expenses. Submission to a
single arbitrator shall be a waiver of all Parties' claims to recover
more than $1,000,000.00. A dispute involving claims or amounts in
controversy exceeding $1,000,000.00 shall be decided by a majority vote
of a panel of three qualified arbitrators. The arbitrator(s) shall be
empowered to, at the written request of any Party in any Dispute, (a) to
consolidate in a single proceeding any multiple party claims that are
substantially identical or based upon the same underlying transaction;
(b) to consolidate any claims and Disputes between other Parties which
arise out of or relate to the subject matter hereof, including all
claims by or against borrowers, guarantors, sureties and or owners of
collateral; and (c) to administer multiple arbitration claims as class
actions in accordance with Rule 23 of the Federal Rules of Civil
Procedure. In any consolidated proceeding the first arbitrator(s)
selected in any proceeding shall conduct the consolidated proceeding
unless disqualified due to conflict of interest. The arbitrator(s)
shall be empowered to resolve any dispute regarding the terms of this
arbitration clause, including questions about the arbitrability of any
Dispute, but shall have no power to change or alter the terms of this
Arbitration Program. The prevailing Party in any Dispute shall be
entitled to recover its reasonable attorneys' fees in any arbitration,
and the arbitrator(s) shall have the power to award such fees. The
award of the arbitrator(s) shall be in writing and shall set forth the
factual and legal basis for the award.

Miscellaneous. All statutes of limitation applicable to any Dispute
shall apply to any proceeding in accordance with this arbitration
clause. The Parties agree, to the maximum extent practicable, to take
any action necessary to conclude an arbitration hereunder within 180
days of the filing of a Dispute with the Administrator. The
arbitrator(s) shall be empowered to impose sanctions for any Party's
failure to proceed within the times established herein. Arbitrations
shall be conducted in the state of the applicable substantive law
designated in the Documents. The provisions of this Arbitration Program
shall survive any termination, amendment, or expiration hereof or of the
Documents unless the parties otherwise expressly agree in writing. Each
Party agrees to keep all Disputes and arbitration proceedings strictly
confidential, except for disclosures of information required in the
ordinary course of business of the Parties or as required by applicable
law or regulation. If any provision of this Arbitration Program is
declared invalid by any court, the remaining provisions shall not be
affected thereby and shall remain fully enforceable.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms
of the original obligation or obligations, including all agreements evidenced
or securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this agreement will constitute a
satisfaction of the obligation(s). It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligation(s)
including accommodation parties, unless a party is expressly released by
Lender in writing. Any maker or endorser, including accommodation makers,
will not be released by virtue of this Agreement. If any person who signed
the original obligation does not sign this Agreement below, then all persons
signing below acknowledge that this Agreement is given conditionally, based on
the representation to Lender that the non-signing party consents to the
changes and provisions of this Agreement or otherwise will not be released by
it. This waiver applies not only to any initial extension, modification or
release, but also to all such subsequent actions.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US
(LENDER) AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS
WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE
SIGNED BY US TO BE ENFORCEABLE.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT
AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.

BORROWER:

BARRETT BUSINESS SERVICES, INC.

/s/ Michael D.Mulholland
Authorized Officer
Vice President-Finance