FIRST MODIFICATION TO PROMISSORY NOTE

                  THIS   FIRST    MODIFICATION    TO   PROMISSORY   NOTE   (this
"Modification")  is entered  into as of March 21, 2003,  by and between  BARRETT
BUSINESS SERVICES, INC. ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank").

                                    RECITALS

                  WHEREAS,  Borrower is currently  indebted to Bank  pursuant to
the terms and  conditions of that certain  Revolving  Line of Credit Note in the
maximum principal amount of $11,000,000.00,  executed by Borrower and payable to
the order of Bank,  dated as of  September 2, 2002 (the  "Note"),  which Note is
subject to the terms and conditions of an Amended and Restated Credit  Agreement
between Borrower and Bank dated as of September 2, 2002, as amended from time to
time (the "Loan Agreement").

                  WHEREAS,  Bank and Borrower have agreed to certain  changes in
the terms and  conditions  set forth in the Note,  and have agreed to modify the
Note to reflect said changes.

                  NOW, THEREFORE,  for valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto agree that the
Note shall be modified as follows:

                  1. The  variable  rate of interest  applicable  to the Note is
hereby  modified to be two percent (2%) above the Prime Rate in effect from time
to time.

                  2. The effective date of the changes set forth herein shall be
March 21, 2003.

                  3.  Except  as  expressly  set  forth  herein,  all  terms and
conditions  of the Note  remain in full  force  and  effect,  without  waiver or
modification. All terms defined in the Note or the Loan Agreement shall have the
same  meaning when used in this  Modification.  This  Modification  and the Note
shall be read together, as one document.

                  4. Borrower certifies that as of the date of this Modification
there exists no Event of Default under the Note, nor any condition, act or event
which with the giving of notice or the passage of time or both would  constitute
any such Event of Default. Borrower further certifies that,  notwithstanding the
modifications set forth herein, all of the real property securing the Note shall
remain subject to the lien, charge or encumbrance of the deed of trust, mortgage
or other document pursuant to which such lien, charge or encumbrance is created,
and  nothing  contained  herein  or done  pursuant  hereto  shall  affect  or be
construed to affect the priority of the lien,  charge or encumbrance of any such
deed of trust,  mortgage  or other  document  over any other  liens,  charges or
encumbrances.

UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY BANK 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 BANK TO BE
ENFORCEABLE.

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

BARRETT BUSINESS SERVICES, INC.             WELLS FARGO BANK,
                                             NATIONAL ASSOCIATION



By: /s/ Michael D. Mulholland               By: /s/ Stephen J. Day
   ----------------------------                -----------------------------
   Michael D. Mulholland                       Stephen J. Day
   Vice President-Finance                      Vice President





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