SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by Registrant [X]

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

REMEDYTEMP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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REMEDYTEMP, INC.
101 ENTERPRISE
ALISO VIEJO, CA 92656

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 2001

To the Shareholders of
REMEDYTEMP, INC.

The 2001 Annual Meeting of Shareholders (the "Meeting") of RemedyTemp,
Inc., a California corporation (the "Company"), will be held at the Company's
corporate headquarters located at 101 Enterprise, Aliso Viejo, California, on
February 28, 2001, at 12 noon Pacific Standard Time for the following purposes:

1. To elect a Board of Directors of eight (8) directors to serve until
the next annual meeting of shareholders of the Company and until their
successors are elected and qualified; and

2. To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors of the Company has
fixed the close of business on January 5, 2001 as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE
URGED TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING AND WISH TO DO SO, YOU MAY VOTE YOUR SHARES IN PERSON
EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.

By Order of the Board of Directors

/s/ Cosmas N. Lykos
-----------------------------------
Cosmas N. Lykos
Vice President of Business Affairs,
General Counsel and Secretary

Aliso Viejo, California
January 25, 2001

REMEDYTEMP, INC.
101 ENTERPRISE
ALISO VIEJO, CA 92656

------------

PROXY STATEMENT FOR THE
2001 ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 2001

This Proxy Statement and related materials are furnished in connection
with the solicitation of proxies by the Board of Directors (the "Board") of
RemedyTemp, Inc., a California corporation (the "Company"), for use at the
Company's 2001 Annual Meeting of Shareholders (the "Meeting") to be held on
February 28, 2001, at 12 noon Pacific Standard Time, and at any and all
postponements and adjournments of the Meeting. The Meeting will be held at the
Company's corporate headquarters located at 101 Enterprise, Aliso Viejo,
California. This Proxy Statement and the accompanying form of proxy will be
first mailed to shareholders on or about January 25, 2001.

The cost of preparing, assembling and mailing the Notice of Annual
Meeting of Shareholders, this Proxy Statement and form of proxy and the cost of
soliciting proxies will be paid by the Company. Proxies may be solicited in
person or by telephone, telegraph or cable, and by personnel of the Company who
will not receive any additional compensation for such solicitation. The Company
will pay brokers or other persons holding stock in their names or the names of
their nominees for the reasonable expenses of forwarding soliciting material to
their principals.

VOTING

The Board has fixed the close of business on January 5, 2001 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting. On that date, there were 7,309,773 shares of the Company's
Class A Common Stock ("Common Stock") outstanding. Each share of Common Stock is
entitled to one vote on any matter that may be presented for consideration and
action by the shareholders at the Meeting. Holders of the Company's Class B
Common Stock are not entitled to any vote in the election of directors or on any
other matters submitted to a shareholder vote except as to certain amendments to
the Company's Amended and Restated Articles of Incorporation (the "Articles of
Incorporation"), certain mergers and as otherwise required by law.

The holders of a majority of the shares of Common Stock outstanding on
the record date and entitled to be voted at the Meeting, present in person or by
proxy, will constitute a quorum for the transaction of business at the Meeting
and at any adjournments and postponements thereof. Abstentions and broker
non-votes are counted for the purpose of determining the presence or absence of
a quorum for the transaction of business, but have no legal effect on Proposal
No. 1, Election of Directors, which is determined by plurality.

Each shareholder entitled to vote may vote by proxy by using the proxy
card enclosed with this Proxy Statement. You can specify how you want your
shares voted on each proposal by marking the appropriate boxes on the proxy
card. The proposals are identified by number and identifying text on the proxy
card. Each proxy submitted by a shareholder will, unless otherwise directed by
the shareholder in the proxy, be voted according to the recommendation of the
Board on that proposal, as set forth later in this Proxy Statement. If a
shareholder has submitted a proxy appropriately directing how the shares
represented thereby are to be voted, such shares will be voted according to the
shareholder's direction. Any shareholder has the power to revoke his or her
proxy at any time before it is voted at the Meeting by submitting a written
notice of revocation to the Secretary or Assistant Secretary of the Company or
by filing a duly executed proxy bearing a later date. A proxy will not be voted
if the shareholder that executed it is present at the Meeting and elects to vote
the shares represented thereby in person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth the following information as of January 5,
2001: (i) the number of shares of the Company's Class A Common Stock
beneficially owned by those known by the Company to be beneficial owners of more
than five percent (5%) of the outstanding shares of the Company's Class A Common
Stock; and (ii) the number of shares of the Company's Class A and Class B Common
Stock beneficially owned by each of the present directors, executive officers
named in the Summary Compensation Table on page 7 of this Proxy Statement, and
by all directors and executive officers of the Company as a group. On January 5,
2001, there were 7,309,773 shares of Class A Common Stock outstanding 1,610,473
shares of Class B Common Stock outstanding. Unless otherwise stated, and except
for voting powers held jointly with a person's spouse, the persons and entities
named in the table have sole voting and investment power with respect to all
shares shown as beneficially owned by them. All information with respect to
beneficial ownership is based on filings made by the respective beneficial
owners with the Securities and Exchange Commission (the "Commission") or
information provided to the Company by such beneficial owners.

CLASS A CLASS B
COMMON STOCK: COMMON STOCK:
AMOUNT AND NATURE AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS(%) OWNERSHIP(1)(2) CLASS(%)
---------------- ----------------- ---------- ----------------- ----------

William D. Cvengros(3)(4) 30,348 * -- --
James L. Doti(3)(4) 30,848 * -- --
Robert A. Elliott(4)(5) 29,348 * -- --
Mary George(6) 7,868
J. Michael Hagan(7) 21,848 * -- --
William M. Herbster(8) 53,667 * -- --
Robert E. McDonough, Sr.(4)(13) 2,093,964 28.6% 195,568 12.1%
101 Enterprise
Aliso Viejo, CA 92656
Paul W. Mikos(4)(9) 92,429 1.3% 968,745 60.2%
101 Enterprise
Aliso Viejo, CA 92656
Greg Palmer(4)(10)(11) 132,430 1.8%
Alan M. Purdy(12) 45,411 * -- --
John B. Zaepfel(3) 29,348 * -- --
Wellington Management Co. 711,800 9.7% -- --
75 State Street
19th Floor
Boston, MA 02109-1809
Royce and Associates 902,500 12.3% -- --
1414 Avenue of the Americas
Ninth Floor
New York, NY 10019
Fidelity Management & Research 534,400 7.3% -- --
Company
One Federal Street
Boston, MA 02110-2003
Putnam Investment Management, Inc. 521,800 7.1% -- --
One Post Office Square
Boston, MA 02110

All directors and executive officers as 2,616,089 35.8% 1,164,313 72.3%
a group (14 persons)

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- ---------------------------

* Less than one percent (1%)

(1) The information contained in this table reflects "beneficial ownership" as
defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Shares not outstanding that are
subject to vested options, or options that vest and become exercisable by
the holder thereof within sixty (60) days of January 5, 2001 are deemed
outstanding for the purposes of calculating the number and percentage
owned by such shareholder, but are not deemed outstanding for the purpose
of calculating the percentage owned by each other shareholder listed.
Unless otherwise noted, all shares listed as beneficially owned by a
shareholder are actually outstanding.

(2) Holders of Class B Common Stock are not entitled to any vote on matters
submitted to a shareholder vote except as to certain amendments to the
Articles of Incorporation, certain mergers and as otherwise required by
law. The Class B Common Stock automatically converts into Class A Common
Stock on a share-for-share basis upon the earliest to occur of (i) a
transfer to a non-affiliate of the holder thereof in a public offering
pursuant to an effective registration statement or Rule 144 promulgated
under the Securities Act of 1933, as amended, (ii) the death or legal
incapacity of Robert E. McDonough, Sr., or (iii) the tenth anniversary of
the closing of the Company's initial public offering.

(3) Includes 25,000 shares of Class A Common Stock that are issuable upon
exercise of vested non-employee director stock options 2,500 shares of
Class A Common Stock that are issuable upon exercise of non-employee
director stock options that vest on the date of the Meeting if the
director remains a director until then.

(4) Includes shares held by certain trusts established for the benefit of the
shareholder and/or the shareholder's family.

(5) Includes 20,000 shares of Class A Common Stock that are issuable upon
exercise of vested non-employee director stock options and 2,500 shares of
Class A Common Stock that are issuable upon exercise of non-employee
director stock options that vest on the date of the Meeting if the
director remains a director until then.

(6) Includes 2,500 shares of Class A Common Stock that are issuable upon
exercise of vested non-employee director stock options and 5,000 shares of
Class A Common Stock that are issuable upon exercise of non-employee
director stock options that vest on the date of the Meeting if the
director remains a director until then.

(7) Includes 15,000 shares of Class A Common Stock that are issuable upon
exercise of vested non-employee director stock options and 2,500 shares of
Class A Common Stock that are issuable upon exercise of non-employee
director stock options that vest on the date of the Meeting if the
director remains a director until then.

(8) All shares are issuable upon exercise of vested stock options.

(9) Includes 92,429 shares of Class A Common Stock that are issuable upon
exercise of vested stock options.

(10) Includes shares held in community property.

(11) Includes 125,000 shares of Class A Common Stock that are issuable upon
exercise of vested stock options.

(12) Includes 44,324 shares of Class A Common Stock that are issuable upon
exercise of vested stock options.

(13) Includes 90,764 shares of Class A Common Stock that are issuable upon
exercise of vested stock options.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

In general, the Company's directors are elected at each annual meeting
of shareholders. Currently, the number of directors of the Company is eight (8).
Accordingly, at the Meeting, the Company's shareholders are being asked to elect
eight (8) directors to serve until the next annual meeting of shareholders and
until their successors are elected and qualified. The nominees receiving the
greatest number of votes at the Meeting up to the number of authorized directors
will be elected.

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The eight (8) nominees for election as directors at the Meeting as set
forth in the table on the following page are all incumbent directors. Each of
the nominees was re-elected at the Company's 2000 Annual Meeting of Shareholders
and has consented to serve as a director if elected. Except to the extent that
authority to vote for any directors is withheld in a proxy, shares represented
by proxies will be voted FOR such nominees. In the event that any of the
nominees for director should before the Meeting become unable to serve if
elected, shares represented by proxies will be voted for such substitute
nominees as may be recommended by the Company's existing Board, unless other
directions are given in the proxies. To the best of the Company's knowledge, all
the nominees will be available to serve.

The following biographical information is furnished with respect to the
eight (8) nominees for election at the Meeting as of January 25, 2001:

NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------- --- -------------------- --------------

William D. Cvengros 52 Chairman of PacketVideo Corporation 1996
James L. Doti 54 President of Chapman University 1996
Robert A. Elliott 61 Chairman of Elliott Investment Company 1997
Mary George 50 Chairman of Bell Sports, Inc. 1999
J. Michael Hagan 61 Advisor to and former President and Chief 1998
Executive Officer of Furon Company
Robert E. McDonough, Sr. 78 Vice Chairman of the Board of the Company 1978
Paul W. Mikos 56 Chairman of the Board of the Company 1993
John B. Zaepfel 64 Chief Executive Officer of the Zaepfel Group 1995

William D. Cvengros has served as a director of the Company since
August 1996. Since April 2000 Mr. Cvengros has served as Chairman of PacketVideo
Corporation, a privately-held company providing wireless multi-media software
and services for mobile applications. From November 1994 until April 2000 Mr.
Cvengros served as the Chief Executive Officer, President and a director of
PIMCO Advisors Holdings L.P., a publicly traded investment management firm
(PIMCO Advisors). From February 1986 until November 1994, Mr. Cvengros served as
Chairman of the Board of Pacific Investment Management Company (PIMCO). From
January 1990 until November 1994, Mr. Cvengros was Vice Chairman of the Board of
Directors and Chief Investment Officer of Pacific Life Insurance Company,
formerly Pacific Mutual Life Insurance Company. Mr. Cvengros served as a
director of Furon Company from 1987 to 1999.

James L. Doti, Ph.D. has served as a director of the Company since July
1996. Since July 1991, Dr. Doti has served as the President of Chapman
University. Dr. Doti has been a member of the Chapman University faculty since
1974 and also holds the Donald Bren Chair in Business and Economics. He is a
member of the Board of Directors of Fleetwood Enterprises, Standard Pacific
Corporation and First American Financial Corporation.

Robert A. Elliott has served as a director of the Company since
December 1997. Since 1988, Mr. Elliott has served as President and Chairman of
Elliott Investment Company. Prior to founding Elliott Investment Company, Mr.
Elliott served as the Chairman and Chief Executive Officer of VLI Corporation
("VLI"), a publicly traded company specializing in the manufacturing and
marketing of personal care products from 1984 until 1987. Prior to joining VLI,
Mr. Elliott was a Vice President of Howmedica, Inc., a subsidiary of Pfizer,
Inc. Mr. Elliott is a member of the Board of Trustees of Chapman University.

Mary George has served as a director of the Company since November
1999. Since October 1994, Ms. George has served as an officer of Bell Sports,
Inc., including as its Chief Executive Officer from July 1998 until August 2000
and has served as its Chairman since August 2000. Additionally, Ms. George has
served as a director of Bell Sports, Inc. since August 1998.

J. Michael Hagan has served as a director of the Company since March
1998. From 1991 until November 1999, Mr. Hagan has served as Chairman of the
Board of Directors and Chief Executive Officer of Furon Company, having
previously served as President of Furon Company from 1980 to 1991. Since
November

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1999, Mr. Hagan has served as an advisor to Furon Company. Mr. Hagan is also a
director of Freedom Communications, Inc. and Ameron, Inc.

Robert E. McDonough, Sr. has served as Vice Chairman of the Board of
the Company since January 2001. He served as Chairman of the Board of the
Company from August 1978 until January 2001. Mr. McDonough founded the Company
in 1965 and has been involved in the management, long-term operation and
strategic planning of the Company since that time. For 29 years, until May 1994,
he served as the Company's Chief Executive Officer. Mr. McDonough is the
father-in-law of Paul W. Mikos.

Paul W. Mikos has served in various positions in the Company since
1977, including as President from 1985 until 2001. Mr. Mikos has served as
Chairman of the Board of the Company since January 2001. He served as Chief
Executive Officer of the Company from January 1996 until January 2001 and has
been a director of the Company since May 1993. From May 1994 until January 1996,
he served as co-Chief Executive Officer of the Company. Prior to joining the
Company, Mr. Mikos worked for ARA as a Regional Sales Director from August 1976
until October 1977. From July 1968 until August 1976, Mr. Mikos worked for IBM
in sales management. Mr. Mikos is the son-in-law of Robert E. McDonough, Sr.

John B. Zaepfel has been a director of the Company since June 1995.
From 1974 until 1985, Mr. Zaepfel was President and Chief Executive Officer of
Chartpak-Picket Industries, Inc., a wholly-owned subsidiary of The Times Mirror
Company. In 1985, Mr. Zaepfel founded CPG International, Inc., a graphics art
and engineering firm, and served as its President and Chief Executive Officer
from 1985 until its sale in 1989. Since 1989, Mr. Zaepfel has been Chief
Executive Officer of the Zaepfel Group, a private investment and consulting
firm. Mr. Zaepfel is a director of the Troy Group, Inc.

ELIMINATION OF CUMULATIVE VOTING

The Company's Amended and Restated Bylaws (the "Bylaws") provide that
when the Company becomes a "listed corporation" within the meaning of the
California Corporations Code (i.e., has at least 800 holders of its equity
securities as of the record date of the Company's most recent annual meeting of
shareholders), cumulative voting rights will be eliminated. The Company had more
than 800 shareholders on February 19, 1997. Consequently, cumulative voting
rights were eliminated on February 19, 1997.

BOARD COMMITTEES AND MEETINGS

The Audit Committee of the Board ("Audit Committee") currently consists
of Messrs. Cvengros, Elliott and Zaepfel (Chairman). The Audit Committee meets
with the Company's independent accountants, makes recommendations to the Board
concerning the acceptance of the reports of such accountants and the accounting
policies and procedures of the Company, and reviews financial plans and
operating results of the Company. The Board has adopted a written charter for
the Audit Committee. The Audit Committee charter is included as Appendix A to
this Proxy Statement. The members of the Audit Committee are independent
directors as defined under the National Association of Securities Dealers'
listing standards.

The Leadership Development and Compensation Committee ("Compensation
Committee") of the Board currently consists of Mr. Cvengros, Dr. Doti (Chairman)
and Mr. Hagan. The Compensation Committee sets the performance goals, annual
salary and incentive compensation of the Company's executive officers and its
key employees. Additionally, the Compensation Committee administers the
Company's 1996 Stock Incentive Plan and 1996 Employee Stock Purchase Plan.

The Executive Committee of the Board ("Executive Committee") currently
consists of Dr. Doti, Mr. McDonough (Chairman) and Mr. Zaepfel. The Executive
Committee reviews the performance of the Company's Chief Executive Officer and
reports its evaluation of the Chief Executive Officer's performance to the
Compensation Committee. The Executive Committee also advises the Board regarding
strategic and acquisition planning recommendations.

The Nominating Committee of the Board ("Nominating") currently consists
of Mr. Cvengros (Chairman), Dr. Doti and Mr. Elliott. The Nominating Committee
identifies, interviews and recommends to the

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Board potential new Board members and makes recommendations to the Board
regarding corporate governance issues.

The Board acts as a committee of the whole with respect to nominations
for membership on the Board. The Nominating Committee will consider nominees
recommended by shareholders. A shareholder desiring to make such a
recommendation should submit the name, address, telephone number, and
qualifications of the proposed nominee in writing to the Company's Secretary and
must comply with the procedures set forth in Section 2.01(c) of the Company's
Bylaws.

During the Company's fiscal year ended October 1, 2000, there were six
(6) meetings of the Board, four (4) meetings of the Audit Committee, four (4)
meetings of the Compensation Committee, one (1) meeting of the Nominating
Committee, and two (2) meetings of the Executive Committee. While a director,
all of the Board members attended or participated in more than 75% of the
aggregate of (i) the total number of meetings of the meetings of the Board and
(ii) the total number of meetings held by all Committees of the Board on which
each such director served.

DIRECTORS' COMPENSATION

Directors who are also employees or officers of the Company receive no
extra compensation for their service on the Board. Pursuant to the Company's
Non-Employee Director Compensation and Deferral Plan, effective March 16, 1998
(the "Director Plan"), non-employee, non-officer directors receive an annual
retainer in the form of shares of Common Stock valued at $20,000 on the date of
their election or re-election to the Board (the "Director Shares"). Once issued,
the Director Shares are held in trust, on a deferred basis until a director is
no longer a director of the Company. The Director Shares are issued to such
trust no later than ten (10) business days after the next annual meeting of
shareholders following election or re-election, provided that the director has
remained a director during such time. Participation in the Director Plan is
mandatory. Additionally, cash fees of $2,000 per Board meeting attended and $750
for each meeting of a committee of the Board attended are paid by the Company to
each non-employee director. Non-employee directors also receive reimbursement
for out-of-pocket expenses relating to Company business.

Pursuant to the Company's 1996 Amended and Restated Stock Incentive
Plan (the "Incentive Plan"), each non-employee director of the Company
automatically receives, upon becoming a director, a one-time grant of an option
to purchase up to 5,000 shares of Common stock at an exercise price equal to the
fair market value of the Common Stock on the date of the option's grant. These
non-employee director options have a term of ten (10) years and become
exercisable with respect to fifty percent (50%) of the underlying shares on the
grant date and with respect to an additional fifty percent (50%) of the
underlying shares on the date of the next annual meeting of shareholders of the
Company following the grant date (or, if an annual meeting of shareholders
occurs within six months after the grant date, then on the date of the second
annual shareholders' meeting after the grant date), provided that the recipient
has remained a director since the grant date. In addition to an initial grant,
each non-employee director also will receive, upon each re-election to the
Board, an automatic grant of an option to purchase up to 2,500 additional shares
of Common Stock. These additional options will vest and become exercisable upon
the earlier to occur of (i) the first anniversary of the grant date, or (ii)
immediately prior to the annual meeting of shareholders of the Company next
following the grant date, if the director has served as a director from the
grant date to such earlier date. All non-employee director options will have a
term of ten (10) years and an exercise price equal to the fair market value of a
share of Common Stock on the date of grant. Vesting of non-employee director
options accelerates if the recipient of the option ceases to be a director of
the Company or its successor in connection with a change in control.

Grants of non-employee directors' options under the Incentive Plan
count against its current limit of 1,800,000 shares of Common Stock. Shares
underlying non-employee directors' options that expire or are terminated or
canceled will become available for further awards under the Incentive Plan. In
the event that a recipient of non-employee directors' options ceases to be a
director of the Company, all such options granted to the director will be
exercisable, to the extent they were exercisable at the date directorship
ceased, for a period of 365 days or, if earlier, the expiration of the option
according to its terms. Vesting accelerates upon certain transactions including
dissolution, merger and change in control. The Incentive Plan provides that the
exercise price may be paid by Company loan or withholding of underlying stock,
or deferred until completion of broker-assisted exercise and sale transactions.

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9

Pursuant to the amended terms of the Incentive Plan, each non-employee
director was awarded a non-employee directors' option to purchase 2,500 shares
of Common Stock on February 29, 2000 upon the directors' re-election to the
Board at the 2000 Annual Meeting.

RECOMMENDATION OF THE BOARD

The Board recommends that the shareholders vote FOR the eight (8)
nominees listed above. Proxies received will be so voted unless shareholders
specify otherwise in the proxy.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned for the last
three (3) fiscal years by (i) each person who served as the Company's Chief
Executive Officer ("CEO") during the fiscal year ended October 1, 2000 and (ii)
the Company's four (4) most highly compensated executive officers other than the
CEO who were serving as executive officers at the end of the fiscal year ended
October 1, 2000 (the "Named Executive Officers").

Long-Term
Compensation
Annual Compensation Awards
------------------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- --------------------------- ---- ---------- --------- ------------ ----------------

Paul W. Mikos(1) 2000 450,000 90,000 15,000 67,166
President and 1999 426,154 215,000 20,000 72,687
Chief Executive Officer 1998 429,926 410,000 25,000 *

Robert E. McDonough, Sr.(2) 2000 409,948 160,000 10,000 84,221
Chairman of the 1999 430,385 190,000 20,000 92,555
Board of Directors 1998 405,000 410,000 25,000 89,214

Greg Palmer 2000 341,645 106,599 50,000 *
Chief Operations Officer and 1999 330,906 135,907 50,000 *
President 1998 237,500 188,906 125,000 *

Alan M. Purdy(3) 2000 226,397 91,267 10,000 69,238
Senior Vice President, 1999 219,803 119,621 11,000 48,208
Chief Financial Officer 1998 220,346 139,100 15,000 106,620

William M. Herbster 2000 180,159 --- 10,000 *
Vice President, Marketing 1999 173,786 57,190 11,000 *
1998 154,571 60,273 7,000 *

- ---------------------------

* Less than 10% of salary plus bonus.

(1) 2000 other annual compensation includes $26,688 in use of Company-owned
vehicles and $34,684 in life insurance premiums paid by the Company. 1999
other annual compensation includes $37,844 in use of Company-owned
vehicles and $22,307 in life insurance premiums paid by the Company.

(2) 2000 other annual compensation includes $61,668 in life insurance premiums
paid by the Company. 1999 other annual compensation includes $26,565 in
use of Company-owned vehicles and $59,439 in life

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insurance premiums paid by the Company. 1998 other annual compensation
includes $22,425 in use of Company -owned vehicles and $57,086 in life
insurance premiums paid by the Company.

(3) 2000 other annual compensation includes $35,625 in realized value in the
exercise of Company stock options granted under the Company's Incentive
Plan. 1999 other annual compensation includes $31,500 in realized value in
the exercise of Company stock options granted under the Company's
Incentive Plan. 1998 other annual compensation includes $92,237 in
realized value in the exercise of Company stock options granted under the
Company's Incentive Plan.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding stock options
granted to the Named Executive Officers during the fiscal year ended October 1,
2000:

Individual Grants
--------------------------------------------------------------- Potential Realizable Value at
Number % of Total Assumed Annual Rates of Stock
of Securities Options Price Appreciation for
Underlying Granted to Exercise Of Option Term($)(4)
Options Employees in Base Price Expiration -----------------------------
Name Granted(#)(1) Fiscal Year ($/share)(2) Date(3) 5%($) 10%($)
---- -------------- ------------ ------------- ---------- ------ -------

Paul W. Mikos 15,000 6.8% $16.06 12/07/2009 151,500 384,000

Robert E. 10,000 4.5% $16.06 12/07/2009 101,000 256,000
McDonough, Sr.

Greg Palmer 50,000 22.6% $13.59 11/15/2009 427,500 1,083,000

Alan M. Purdy 10,000 4.5% $13.59 11/15/2009 85,500 216,600

William M. Herbster 10,000 4.5% $13.59 11/15/2009 85,500 216,600

- ---------------------------

(1) All options set forth in the above table were granted under the
Incentive Plan. All of the option grants are exercisable with respect
to thirty-three and one third percent (33 1/3%) of the shares covered
thereby starting on the first anniversary of the grant date, and
thereafter with respect to an additional thirty-three and one third
percent (33 1/3%) of the shares covered thereby on each successive
anniversary date. The Incentive Plan is administered by the
Compensation Committee, which has broad discretion and authority to
construe and interpret the Incentive Plan and to modify outstanding
options.

(2) The exercise price and tax withholding obligations related to the
exercise may be paid by delivery of already owned shares or by offset
of the underlying shares, subject to certain conditions. The Incentive
Plan permits the Compensation Committee to amend outstanding options;
provided, however, prior approval of the Company's shareholders is
required to lower the exercise price of outstanding options.

(3) All of the options were granted for a term of ten (10) years from the
grant date, subject to earlier termination upon certain events related
to termination of employment or a change in control of the Company.

(4) The potential realizable values listed are based on an assumption that
the market price of the Common Stock appreciates at the stated rate,
compounded annually, from the date of grant to the expiration date. The
five percent (5%) and ten percent (10%) assumed rates of appreciation
are determined by the rules of the Commission and do not represent the
Company's estimate of the future market value of the Common Stock.
Actual gains, if any, are dependent on the future market price of the
Common Stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the number of shares acquired on
exercise of stock options and the aggregate gains realized on exercise during
the fiscal year ended October 1, 2000 by the Named Executive

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Officers. The table also sets forth the number of shares covered by exercisable
and unexercisable options held by such executives on October 1, 2000, and the
aggregate gains that would have been realized had these options been exercised
on October 1, 2000, even though these options were not exercised, and the
unexercisable options could not have been exercised, on that date.

Number of Securities
Underlying Unexercised Options Value of Unexercised
Shares at Fiscal In-the-Money Options
Acquired Year End(#) At Fiscal Year End($)(1)
on Value ------------------------------ ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------

Paul W. Mikos -- -- 75,764 48,108 0 0
Robert E -- -- 75,764 43,108 0 0
McDonough, Sr
Greg Palmer -- -- 66,667 158,333 0 0
Alan M. Purdy 5,000 35,625 32,323 27,109 0 0
William Herbster -- -- 40,333 23,667 0 0

- ---------------------------

(1) These amounts represent the difference between the exercise price of the
in-the-money options and the market price of the Company's Common Stock on
September 29, 2000 (the last trading day of fiscal 2000). The closing
price of the Company's Common Stock on that day on the Nasdaq National
Market was $11.95. Options are in-the-money if the market value of the
shares covered thereby is greater than the option exercise price.

EMPLOYMENT CONTRACTS

The Company has an employment agreement with Paul W. Mikos that expires
on May 1, 2002. As amended on January 18, 2001, the Company employs Mr. Mikos as
its Chairman of the Board. The agreement provides for a base salary set annually
by the Compensation Committee; provided, however that Mr. Mikos's annual base
salary shall not be less than $450,000. Additionally, the agreement provides for
an annual performance bonus in an amount to be determined by the Compensation
Committee based upon satisfaction of certain performance goals set annually by
the Compensation Committee. The amount of Mr. Mikos's annual performance bonus
shall not exceed 100% of Mr. Mikos's base salary in any particular year, except
that Mr. Mikos's performance bonus may exceed 100% of his base salary in years
of extraordinary performance, as determined by the Compensation Committee.
Pursuant to the employment agreement, if Mr. Mikos's employment is terminated,
he shall be entitled to receive from the Company severance payments consisting
of his salary then in effect and maximum bonus for two (2) years, payable on a
semi-monthly basis (the "Severance Payments") and all granted options will vest
automatically and will remain exercisable for the balance of their term. If the
Company terminates Mr. Mikos's employment "for cause" (as defined in the
agreement), then all of the unexercised options, whether or not vested, shall
expire and become unexercisable as of the date of such for cause termination.
Depending upon the date of resignation by Mr. Mikos, if applicable, the amount
of Severance Payments shall be reduced on a pro rata basis calculated daily.

The Company has an employment agreement with Robert E. McDonough, Sr.
that expires on December 4, 2004, pursuant to which the Company employs Mr.
McDonough as Vice Chairman of the Board. As amended on January 18, 2001, until
December 3, 2001, the agreement provides for a base salary set annually by the
Compensation Committee; provided, however that Mr. McDonough's annual base
salary shall not be less than $390,000 and annual performance bonus in an amount
to be determined by the Compensation Committee based upon satisfaction of
certain performance goals set annually by the Compensation Committee. The amount
of Mr. McDonough's annual performance bonus shall be no less than $160,000 and
no more than 100% of Mr. McDonough's base salary until December 3, 2001.
Notwithstanding the aforementioned, effective December 4, 2001, the agreement
provides that Mr. McDonough shall receive total annual compensation of $250,000
until December 3, 2002, $200,000 until December 3, 2003 and $150,000 until
December 3, 2004. Additionally,

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pursuant to the terms of the agreement, Mr. McDonough is entitled to annual
demand registration rights and certain "piggyback" registration rights in
future registrations by the Company of its securities.

The Company has an employment agreement with Greg Palmer that expires
January 5, 2003, pursuant to which the Company employs Mr. Palmer as its
President and CEO. The agreement provides for a base salary of at least $400,000
per year and an annual performance bonus of up to 100% of Mr. Palmer's base
salary in any particular year based upon satisfaction of annual performance
goals set by the Compensation Committee. Additionally, under the agreement, the
Company granted to Mr. Palmer on December 16, 1997 an option grant to purchase
up to 125,000 shares of Common Stock at $20.72, the fair market value of the
Common Stock on the grant date. Such grant vests and becomes exercisable at a
rate of twenty percent (20%) per year over a five (5) year period with the first
twenty percent (20%) exercisable on December 16, 1998. The grant, once vested,
will become exercisable until December 16, 2007. Under the agreement, Mr. Palmer
shall also receive an annual grant from the Company of an option to purchase
50,000 shares of Common Stock under a vesting schedule and such other terms as
to be determined by the Compensation Committee at the time of such annual grants
to the other officers of the Company. Pursuant to the agreement, if the Company
terminates Mr. Palmer's employment as CEO without cause, he shall be entitled to
receive from the Company a lump-sum severance payment of twice Mr. Palmer's
annual base salary then in effect plus twice maximum annual bonus equal to one
hundred percent (100%) of Mr. Palmer's then annual salary. Additionally, all
granted options will vest automatically and will remain exercisable for the
balance of their term. If the Company terminates Mr. Palmer's employment "for
cause" (as defined in the agreement), then all of the unexercised options,
whether or not vested, shall expire and become unexercisable as of the date of
such for cause termination. In the event that there are certain changes in
control of the Company and Mr. Palmer is terminated by the Company within one
(1) year of such change in control event for any reason except for cause, he
shall receive a severance payment equal to three times his average annual total
compensation and all options granted shall become fully vested and exercisable
for the balance of their term.

The Company has an agreement with Alan M. Purdy providing for a
severance payment of at least twenty-four (24) months' salary and bonus if
employment with the Company is terminated within twenty-four (24) months of
certain changes in ownership of the Company.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Compensation Committee is composed of three (3) non-employee,
non-officer, directors and is responsible for setting and administering the
policies governing annual compensation and performance goals of the executive
officers of the Company.

Compensation Policies and Philosophy

The Compensation Committee believes that the compensation for the
executive officers of the Company should be designed to attract, motivate and
retain talented executives responsible for the success of the Company. The
Compensation Committee determines the executive officers' compensation levels
after examining competitive market levels of similarly situated temporary
staffing companies and based upon the achievement of pre-established objectives,
individual contribution to the Company and the financial performance of the
Company. The Compensation Committee strives to set a fair and competitive base
salary for each of its executive officers coupled with an incentive cash bonus
tied to annual performance-based personal and Company goals. Additionally, the
Company strives to link its executive officers' compensation with the financial
performance of the Company and align the financial interests of the executive
officers with those of the Company's shareholders by providing equity-based
long-term incentives in the form of stock option grants.

Compensation Components and Process

BASE SALARY. The base salary for each executive officer is determined
at levels considered appropriate for comparable positions at other similarly
situated temporary staffing companies.

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PERFORMANCE BASED COMPENSATION. The Compensation Committee believes
that a substantial portion of the annual compensation of each executive officer
should be in the form of a cash bonus based on the satisfaction of certain
pre-established goals, including the financial performance of the Company. The
pre-established goals are a product of the Company's Management By Objective
Program ("MBO") in which the Compensation Committee establishes each executive
officer's goals after receiving suggestions from each executive officer.

STOCK OPTIONS. The goal of the Company's stock option grants is to
align the interests of executive officers with the interests of the Company's
shareholders and to provide each executive officer with a significant incentive
to manage the Company from the perspective of an owner with an equity stake in
the business. The Compensation Committee determines the amount of stock options
according to the executive's position within the Company, recent performance,
potential for future responsibility and promotion, and comparable awards made to
individuals in similar positions within the staffing industry. It is the general
practice of the Company to grant stock options to executive officers when they
join the Company. The Compensation Committee believes that these initial grants
give the recipients a meaningful stake in the Company's long-term performance,
with any ultimate realization of significant value from those options being
commensurate with returns available on investments in the Company's Common
Stock. In addition to initial grants, the Compensation Committee has adopted a
policy of providing additional long-term incentives to the Company's executive
officers primarily through periodic stock option grants. The Compensation
Committee believes that these incentives are essential to the long-term success
of the Company and serve to align the interests of the Company's officers with
the interests of its shareholders. Options are exercisable in the future at the
fair market value at the time of grant, so that an executive officer granted an
option is rewarded only by the appreciation in price of the Company's Common
Stock. Such grants, if any, are generally determined by the Compensation
Committee after the end of a fiscal year with the input and recommendation of
the Company's CEO.

Executive Officer Compensation

In December 2000, the Compensation Committee granted and ratified
bonuses to certain executive officers based upon the executive's achievement of
such individual MBOs and Company pre-established performance goals, which
include the Company's financial performance, based on revenue, income before
income taxes, and net income. To ensure that the Compensation Committee achieves
its goal of setting competitive compensation levels, the Compensation Committee
referenced an analysis by an independent consultant, which concluded that the
Company's executive base salaries were competitive with other temporary staffing
companies, and that executive bonuses were competitive on a percentage basis to
the levels identified by surveys for other temporary staffing companies.

Regarding compensation to executive officers other than base salary and
cash bonuses, the Compensation Committee also administers the Company's
Incentive Plan, pursuant to which the Company may grant various stock-based
awards intended to compensate Company personnel and align the interests of
recipients with the interests of the Company's shareholders. To date, only stock
options and performance grants have been granted under the Incentive Plan,
although the Compensation Committee may, in the future, utilize other types of
incentive awards available under the Incentive Plan. In fiscal 2000, the
Compensation Committee awarded certain executive officers stock options based
upon their respective work performance, level of responsibility, initiative and
achievement of individual MBOs and Company performance goals. The options
typically vest in periodic installments over a three year period contingent upon
the executive officer's continued employment with the Company. Accordingly, the
option will provide a return only if the executive officer remains with the
Company and only if the market price of the Company's Common Stock appreciates
over the option term.

CEO Compensation

The Compensation Committee set the performance goals, salary, bonus
amount and stock option grant for fiscal 2000 of the Company's Chief Executive
Officer, Paul Mikos, with reference to market standards and satisfaction of
certain pre-established MBOs. For fiscal 2000, Mr. Mikos's annual base salary
remained at $450,000. Mr. Mikos's incentive compensation for fiscal 2000
consisted of a cash bonus of $90,000 (down from the fiscal 1999 cash bonus of
$215,000) and an option grant to purchase up to 15,000 shares of Common Stock
(down from the fiscal 1999 grant of an option to purchase up to 20,000 shares of
Common Stock) (collectively the "Incentive Compensation"). The option grant to
Mr. Mikos is exercisable in the future at the fair market value at

11
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the time of such grant. The Compensation Committee based the Incentive
Compensation primarily on Mr. Mikos's satisfaction of his MBOs. Specifically,
the MBOs were based on quantitative and qualitative factors such as the
Company's actual financial performance, the satisfaction of direct office
budgets, the Company's stock performance compared to similar temporary staffing
companies and the implementation of the Company's strategic plan. The Company's
actual financial performance for fiscal 2000 in total revenue, earnings per
share and its income before income taxes were all below the pre-established
target levels. As a result of the Company not achieving the aforementioned
performance goals, Mr. Mikos received no bonus for such goals. Mr. Mikos
continued the Company's implementation of its business strategies and therefore
satisfied this performance goal. Consequently, the Compensation Committee set
Mr. Mikos's Incentive Compensation as set forth above.

SUBMITTED BY THE COMPENSATION COMMITTEE:

William D. Cvengros

James L. Doti (Chairman)

J. Michael Hagan

REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process. The Company's
independent auditors are responsible for expressing an opinion on the conformity
of our audited financial statements to generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board No. 1 (Independence Discussions with Audit Committees) and discussed with
them their independence from the Company and its management. The Audit Committee
has considered whether the independent auditors provision of non-audit services
to the Company is compatible with the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board, and the Board has approved, that the audited
financial statements be included in the Company's Annual Report on SEC Form 10-K
for the year ended October 1, 2000, for filing with the Securities and Exchange
Commission.

SUBMITTED BY THE AUDIT COMMITTEE:

William D. Cvengros

Robert A. Elliott

John B. Zaepfel (Chairman)

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

During fiscal year 2000, Mr. Cvengros, Dr. Doti and Mr. Hagan served as
members of the Compensation Committee. No current member of the Compensation
Committee is a current or former officer or employee of the Company. No
executive officer of the Company served on the board of directors or
compensation committee of any entity that includes one or more members of the
Company's Board.

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STOCK PERFORMANCE GRAPH

The stock performance graph set forth below compares the cumulative
total shareholder return on the Company's Common Stock for the period from July
11, 1996 (the date on which the Company's Common Stock was first publicly
traded) and ending on October 1, 2000 with the Nasdaq Stock Market Composite
Index, peer issuers in the temporary staffing industry and the Russell 2000
Index. The Company has selected to compare its shareholder return with that of
the Russell 2000 Index because the Company believes that the Russell 2000 Index
includes companies with comparable market capitalization. The graph assumes that
$100 was invested on July 11, 1996 in the Company's Common Stock and each index
and that all dividends were reinvested. No cash dividends have been declared on
the Company's Common Stock. Although the graph would normally cover a five-year
period, the Company's Common Stock has been publicly traded since July 11, 1996,
so the graph commences as of that date. The comparisons in the graph are
required by the Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock.

7/11/96 9/27/96 9/26/97 9/25/98 10/03/99 10/01/00
------- ------- ------- ------- -------- --------

RemedyTemp, Inc. $ 100 $ 152 $ 172 $ 169 $ 108 $ 92
Nasdaq Composite Index $ 100 $ 111 $ 153 $ 158 $ 252 $ 336
Russell 2000 Index $ 100 $ 106 $ 141 $ 117 $ 136 $ 170
Temporary Staffing Industry Index $ 100 $ 107 $ 141 $ 110 $ 87 $ 126

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, the
directors and officers of the Company and persons who own more than ten percent
(10%) of the Company's equity securities are required to report their initial
ownership of the Company's equity securities and any subsequent changes in that
ownership to the Commission and the Nasdaq National Market. Specific due dates
for these reports have been established, and the Company is required to disclose
in this Proxy Statement any late filings during the fiscal year ended October 1,
2000. To the Company's knowledge, based solely on its review of the copies of
such reports required to be furnished to the Company during the fiscal year
ended October 1, 2000, all of these reports were timely filed.

SHAREHOLDER PROPOSALS

Shareholders who wish to include proposals for action at the Company's
2002 Annual Meeting of Shareholders in next year's proxy statement and proxy
card must cause their proposals to be received in writing by the Company at its
address set forth on the first page of this Proxy Statement no later than
September 26, 2001. Such proposals should be addressed to the Company's
Secretary, and may be included in next year's proxy statement if they comply
with certain rules and regulations promulgated by the Commission. Additionally,
the proxy solicited by the Board for the 2001 Annual Meeting of Shareholders
will confer discretionary authority to vote on any shareholder proposal
presented at that meeting unless the Company is provided with notice of such
proposal no later than December 10, 2001.

OTHER MATTERS

The Board does not know of any other matters that are to be presented
for action at the Meeting. Should any other matters come before the Meeting or
any adjournments and postponements thereof, the persons named in the enclosed
proxy will have the discretionary authority to vote all proxies received with
respect to such matters in accordance with their judgment.

INDEPENDENT PUBLIC ACCOUNTANTS

By selection of the Board, the firm of PricewaterhouseCoopers LLP has
served as the Company's independent accountants since 1989. The Board has again
selected PricewaterhouseCoopers LLP to serve as the Company's independent
accountants for the fiscal year ending September 30, 2001. One or more
representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting, will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.

ANNUAL REPORT AND FORM 10-K

The Company's 2000 Annual Report to Shareholders has been mailed to
shareholders concurrently with this Proxy Statement, but such report is not
incorporated herein and is not deemed to be a part of this proxy solicitation
material. THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF
ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES,
AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO REMEDYTEMP, INC., 101
ENTERPRISE, ALISO VIEJO, CALIFORNIA 92656, ATTENTION: INVESTOR RELATIONS.

Aliso Viejo, California
January 25, 2001

SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION IS
APPRECIATED.

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APPENDIX A

REMEDYTEMP, INC. CHARTER
FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. Members. The Board of Directors shall appoint an Audit Committee of
the Board of Directors of at least three (3) members, consisting entirely of
"independent" directors of the Board, and shall designate one member as
chairperson. For purposes hereof, "independent" shall mean a director who meets
the NASD definition of "independence."

Each member of the Company's Audit Committee must be financially
literate and at least one member of the Audit Committee shall have accounting or
related financial management expertise, both as provided in the NASD rules.

2. Purposes, Duties, and Responsibilities. The Audit Committee shall
represent the Board of Directors in discharging its responsibilities relating to
the accounting, reporting, and financial practices of the Company and its
subsidiaries, and shall have general responsibility for surveillance of internal
controls and accounting and audit activities of the Company and its
subsidiaries. Specifically, the Audit Committee shall:

(i) Evaluate and recommend to the Board of Directors
the firm of independent certified public accountants to be
appointed as auditor of the Company, which firm shall be
ultimately accountable to the Board of Directors through the
Audit Committee.

(ii) Review with the independent auditor their audit
procedures, including the scope, fees and timing of the audit,
and the results of the annual audit examination and any
accompanying management letters.

(iii) Review with the independent auditor the written
statement from the auditor, required by Independence Standards
Board Standard No. 1, concerning any relationships between the
auditor and the Company or any other relationships that may
adversely affect the independence of the auditor and, based on
such review, assess the independence of the auditor.

(iv) Review and discuss with management and the
independent auditor the Company's annual audited financial
statements, including a discussion of the auditor's judgment
as to the quality of the Company's accounting principles.

(v) Review with management and the independent
auditor the results of any significant matters identified as a
result of the independent auditor's interim review procedures
prior to the filing of each Form 10-Q or as soon thereafter as
possible. The Audit Committee Chair may perform this
responsibility on behalf of the Audit Committee.

(vi) Review the adequacy of the Company's internal
controls.

(vii) Review significant changes in the accounting
policies of the Company and accounting and financial reporting
rule changes that may have a significant impact on the
Company's financial reports.

(viii) Review with the Company's counsel, any legal
matter that could have a significant impact on the
Corporation's financial statements

(ix) Review the adequacy of the Audit Committee
Charter on an annual basis, and recommend changes if the
Committee determines changes are appropriate.

3. Meetings. The Audit Committee shall meet as often as may be deemed
necessary or appropriate in its judgment, generally four (4) times each year,
either in person or telephonically. The Audit Committee shall meet in executive
session with the independent auditors at least annually. The Audit Committee
shall report to the full Board of Directors with respect to its meetings and
shall make such reports to shareholders as are required by applicable
regulations or as are deemed advisable in the Committee's judgment. The majority
of the members of the Audit Committee shall constitute a quorum.

APPENDIX B

[The following correspondence is not part of the
foregoing proxy statement, but is being mailed to
shareholders concurrently with the Company's Annual
Report and proxy statement.]

Dear Shareholder:

Subsequent to the printing of our annual report, we announced a management
transition under which I was promoted to president and chief executive officer,
succeeding Paul Mikos who has served as our chief executive officer since 1995
and as our president since 1984. Paul will become chairman of the board
following the long tenure of our founder, Robert E. McDonough, who has become
vice chairman.

I take the helm of RemedyTemp at an exciting time in our company's growth and
development, and look forward to following in the successful path forged by Paul
and Bob. During Paul's tenure, our company has grown to 285 offices from 18
offices, and to more than one half billion dollars in sales from $20 million.
Paul also conceived and built our franchise division, which continues to propel
our company's growth.

My experience in sales and operations management in the staffing industry spans
over 16 years, the last three of which I have had the distinct pleasure of
working with the team at RemedyTemp as chief operating officer. Formerly, I was
senior vice president, North America, of Olsten Corporation, then the third
largest international staffing services firm.

As we move ahead in the year 2001, I will work closely with Paul to effect a
smooth management transition. Moreover, together we will work diligently to
develop and execute new and aggressive programs that will help us achieve our
collective goal of enhancing shareholder value.

I look forward to reporting our progress to you as the year unfolds and hope you
will have an opportunity to attend our annual shareholders' meeting on February
28, 2001.

Sincerely,

/s/ Greg Palmer
- -------------------------------------
Greg Palmer
President and Chief Executive Officer

19
REVOCABLE PROXY

REMEDYTEMP, INC.
101 Enterprise
Aliso Viejo, California 92656

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Paul W. Mikos and Alan M. Purdy, or either
of them, each with full power of substitution, as the lawful proxies of the
undersigned and hereby authorizes such persons to represent and to vote as
designated on this proxy all shares of the Class A Common Stock ("Common
Stock") of RemedyTemp, Inc. ("RemedyTemp") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
RemedyTemp to be held on February 28, 2001 and at any adjournments or
postponements thereof (the "2001 Annual Meeting"). The matters referred to on
this proxy are described in the Proxy Statement for the Annual Meeting of
Shareholders dated February 28, 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:

1. Election of Directors

/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as indicated to the for all nominees listed below
contrary below)

NOMINEES: William D. Cvengros, James L. Doti, Robert A. Elliott, Mary George,
J. Michael Hagan, Robert E. McDonough, Sr., Paul W. Mikos, and
John B. Zaepfel

INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name below:

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
matters and to transact such other business as may properly come before
the 2001 Annual Meeting.

CONTINUED ON REVERSE - SIGN, DATE AND RETURN.

THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE NOMINEES NAMED ABOVE FOR DIRECTOR.

The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement for the 2001 Annual Meeting.

Please sign, date and promptly return this proxy card using the enclosed
reply envelope. Whether or not you plan to attend the 2001 Annual Meeting, you
are urged to execute, date and return this proxy, which may be revoked at any
time prior to its use.

SIGNATURE SIGNATURE
--------------------------- -----------------------------
Signature of Shareholder If Held Jointly

DATE , 2001 DATE , 2001
--------------- ---------------

Please sign your name exactly as it appears hereon. When shares are held by
joint tenants both should sign. If you receive more than one proxy card, please
sign, date and return all cards received. When signed as attorney, executor,
administrators, trustee or guardian, please sign as such and give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.