Exhibit
10.3.13.1


EMPLOYMENT AGREEMENT


This
Employment Agreement (“Agreement”) deemed effective as of November 28, 2006 is
entered into by and among Westaff Support, Inc., a California corporation
(the “Company”) and Jeffrey A. Elias (the “Executive”). The parties agree to
the following terms and conditions of the Executive’s employment.


1.  EMPLOYMENT.  The Company hereby employs the Executive, and
the Executive hereby accepts such employment, upon the terms and subject to the
conditions hereinafter set forth.


2.  DUTIES.


(a)                                  Position
and Responsibilities. The Executive shall be employed as the Company’s Senior
Vice President, Human Resource Director. 
The Executive shall have such responsibilities and duties as are
consistent with his position, and any other duties that the Company may assign
to him.  The Executive shall devote his
full working time, attention and energies to the performance of his duties for
the Company and the Executive shall at all times comply with the Company’s
Conflict of Interest Policy.


(b)                                  Term. The Executive’s
employment shall commence on November 28, 2006, and his employment shall be of
indefinite duration, subject to termination under Section 4 of this
Agreement. The Executive acknowledges that there is no express or implied agreement
between him and the Company or any of its subsidiaries, whether domestic or
foreign, for any specific period of employment or for continuing or long-term
employment.


3.  COMPENSATION AND
BENEFITS.  In consideration for the
services of the Executive, the Company shall compensate the Executive as
follows:


(a)                                  Base
Salary. The
Company shall pay the Executive an initial annual base salary of $190,000 (“Base
Salary”), less required and authorized withholdings, which shall be paid to the
Executive in accordance with the Company’s normal payroll practices and
schedule.  The Company will periodically
review the Executive’s Base Salary and make appropriate adjustments as it shall
determine in its sole discretion.


(b)                                  Benefits.  As the Executive becomes eligible, he shall
have the right to participate in and to receive benefits from all present and
future employee benefit plans specified in the Company’s policies and generally
made available to similarly situated employees of the Company. The amount and
extent of benefits to which the Executive is entitled shall be governed by the
specific benefit plan, as amended.


(c)                                  Expenses.
The
Company shall reimburse the Executive for all reasonable travel and other
business expenses incurred by the Executive in the performance of his duties,
in accordance with Company policies, as they may be amended in the Company’s
sole discretion.


(d)                                  Incentive
Compensation. The Executive shall be eligible for an annual bonus under the Company’s
2007 Executive Incentive Plan, subject to the terms and conditions of that
Plan.  The Executive’s target bonus
amount under the Company’s 2007 Executive Incentive Plan shall be 25% of his
Base Salary, however, the actual bonus amount (if any) shall be determined
according to the terms of that Plan.  The
Executive may, at the Company’s sole discretion, be eligible for annual
incentive compensation for future fiscal years pursuant to an executive bonus
plan or other incentive compensation plan, which the Company may formulate in
its discretion.  The Executive will not
be eligible for any bonus or incentive compensation payment if his











employment with the Company terminates for any reason
before such bonus or incentive compensation payment is earned or paid.


(e)                                  Stock
Options.  Subject to approval from
the Company’s Board of Directors (or a duly authorized committee of the Company’s
Board of Directors) (the “Board”),  the
Company will grant the Executive an option to purchase ten thousand (10,000)
shares of the Company’s common stock (the “Option Shares”).  If approved, the terms of such grant
(including but not limited to the vesting schedule for the Option Shares) shall
be stated in the Company’s Stock Option Agreement (the “Stock Option Agreement”)
and the Company’s 2006 Stock Incentive Plan (the “Stock Option Plan”).  The date of grant and the exercise price per
share for the Option Shares shall be determined by the Board.


(f)                                    Relocation
Expenses.   The Executive shall
relocate from Palm Springs, California to the Walnut Creek, California area in
order to perform his duties and responsibilities under this Agreement.  In connection with that relocation, the
Company shall, subject to its review and approval, pay for (i) the
Executive’s actual and reasonable costs to relocate his personal belongings
from Palm Springs, California to the Walnut Creek, California area, not to
exceed $15,000.00, and (ii) the Executive’s actual and reasonable costs of
temporary housing through February 1, 2007, not to exceed $12,000.00
(collectively, the “Relocation Costs”).  If the Executive voluntarily resigns from the
Company within six (6) months from his date of hire, he shall reimburse the
Company for a pro-rated share of the Relocation Costs, which shall be
calculated based on the number of days remaining before the Executive’s
one-year anniversary with the Company divided by 365.


4.  TERMINATION OF
EMPLOYMENT.


(a)                                  Termination
of Employment For Cause.  For purposes of this
Agreement, the Company may terminate the Executive employment for “Cause” at
any time, without any notice, if the Executive does any one or more of the
following:


(i)                                     acts in bad faith, or in
breach of trust, to the detriment of the Company;


(ii)                                  refuses or fails to act
in accordance with any policy of the Company or any specific direction or order
of the Company;


(iii)                               exhibits, in regard to
his employment and as determined by the Company in its sole discretion,
unfitness or unavailability for service, unsatisfactory or inadequate
performance (including but not limited to the Executive’s failure or inability
to meet the Company’s expectations, goals, standards and/or deadlines with
respect to his duties), misconduct, dishonesty, habitual neglect of duties or
incompetence;


(iv)                              commits, is convicted
of, or pleads no contest to a crime involving dishonesty, breach of trust,
moral turpitude, or physical harm to any person;


(v)                                 breaches any material
term of this Agreement or any other agreement that the Executive has entered
into with the Company (including but not limited to his Confidential
Information and Invention Agreement);


(vi)                              dies; or











(vii)                           becomes disabled and
therefore unable to perform the essential duties of his position for a period
of more than 12 workweeks within any twelve (12)-month period.


If the Executive’s employment shall be terminated by the
Company for Cause as defined above, the Company shall pay the Executive his
earned but unpaid Base Salary and accrued but unused vacation pay, and shall
provide him benefits under the applicable benefit plans through the date of
termination and otherwise as required by law. 
The Executive shall not be eligible or entitled to a severance payment
described in Section 4(b) below if his employment is terminated for Cause and
no other compensation or benefits will accrue or be owed to the Executive for
any period after the effective date of termination in the event of a
termination for Cause.


(b)                                  Termination
by Employer Not For Cause.  The Company may
terminate the Executive’s employment at any time for any reason. If the
Executive’s employment is terminated without Cause, the Company shall pay the
Executive his earned but unpaid Base Salary, his accrued but unused vacation
pay and his earned but unpaid annual incentive pay, if any, and shall provide
him benefits under the applicable benefit plans through the date of termination
and otherwise as required by law.  In
addition, the Executive shall be entitled to a severance payment, as set forth
below (the “Severance Payment”), provided he signs a separation agreement and
general release of claims (to be prepared by the Company at the time of
termination) in exchange for such severance payment:


(i)                                     If the Executive’s
employment is terminated without Cause within one year from his date of hire,
Executive’s Severance Payment shall be equal to three (3) months’ pay at his
current Base Salary, less required and authorized withholdings, which shall be
paid to the Executive in the form of salary continuation for a period of three
(3) months following the effective date of termination, payable in accordance
with the Company’s normal payroll practices and schedule.


(ii)                                  If the Executive’s
employment is terminated without Cause after Executive has completed one year
of continuous employment with the Company, Executive’s Severance Payment shall
be six (6) months’ pay at his current Base Salary, less required and authorized
withholdings, which shall be paid to the Executive in the form of salary
continuation for a period of six (6) months following the effective date of
termination, payable in accordance with the Company’s normal payroll practices
and schedule.


The Company shall be entitled
to cease its payment of the Severance Payment in the event that the Executive
breaches or violates any of his obligations under this Agreement or his
Confidential Information and Invention Agreement (attached hereto as Exhibit
A) during the applicable severance period. 
Notwithstanding any other provision of this
Agreement to the contrary, the Company, in its sole discretion and without the
Executive’s consent, may amend or modify this Agreement in any manner to
provide for the application and effects of Section 409A of the Internal Revenue
Code (the “Code”) (relating to deferred compensation arrangements) and any
related regulatory or administrative guidance issued by the Internal Revenue
Service.  The Company shall have the
authority to delay the payment of any benefits described under this Agreement
to the extent it deems necessary or appropriate to comply with Section
409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees”
of certain publicly-traded companies) and in such event, any such payments to
which the Executive would otherwise be entitled during the six (6) month period
immediately following the Executive’s separation from service will be paid on
the first business day following the expiration of such six (6) month period.











(c)                                  Change
of Control.   If, within twelve (12)
months following a Change of Control (as that term is defined in the Stock
Option Plan), the Executive’s position or job is eliminated by the Company (or
any successor) and Executive is not offered another position with the Company
or its successor that (i) is similar to his former position with respect to
responsibilities, skill level, and hours of work, and (ii) provides the
Executive with a base salary that is equal to at least 90% of his then-current Base Salary and within a 50 mile radius of
his then current place of employment (a “Similar Position”), the Executive’s
employment shall terminate as of the date his position or job is eliminated
(which termination shall be deemed to be without Cause) and the Executive shall
be entitled to the Severance Payment described in Section 4(b) above (subject
to the terms and conditions set forth therein). 
If the Executive’s position or job is eliminated within twelve (12)
months following a Change of Control and Executive is offered a Similar
Position but declines to accept it, his employment will terminate and be deemed
a voluntary resignation by the Executive pursuant to Section 4(d) below and
Executive shall not be entitled to the Severance Payment described in Section
4(b) above.


(d)                                  Resignation
by Executive. At any time, the Executive may terminate his employment for any reason
by providing the Company two (2) weeks’ advance written notice. If the Executive’s
employment is terminated due to the Executive’s resignation, the Company shall
pay the Executive his earned but unpaid Base Salary and accrued vacation pay,
and shall provide him benefits under the applicable benefit plans, through the
date of termination and otherwise as required by law.  The Executive shall not be entitled to the
Severance Payment under Section 4(b) if he resigns for any reason, and no other
compensation or benefits will accrue or be owed to the Executive for any period
after the effective date of termination in the event of that he resigns for any
reason.


5.  TERMINATION
OBLIGATIONS.


(a)                                  Representations
and Warranties.  The Executive shall
sign, as a condition of employment, the Company’s Confidential Information and
Invention Agreement, a copy of which is attached hereto as Exhibit A.
The representations and warranties contained in this Agreement and the
Executive’s obligations under his Confidential Information and Invention
Agreement shall survive the termination of employment for any reason.  Nothing
in this Agreement shall be deemed to modify or limit the Executive’s
obligations under his Confidential Information and Invention Agreement, and
nothing in the Confidential Information and Invention Agreement shall be deemed
to modify or limit the Executive’s obligations under this Agreement.


(b)                                  Cooperation
in Pending Work. Following any termination of employment, the Executive shall fully
cooperate with the Company in all matters relating to the winding up of pending
work on behalf of the Company and the orderly transfer of work to other
employees of the Company or any of its domestic subsidiaries.


(c)                                  Return
of Company Property.  All property including,
without limitation, all equipment, tangible Proprietary Information as defined
in Section 6(a), documents, books, records, reports, notes, contracts,
lists, computer disks (and other computer-generated files and data), and
copies thereof, created on any medium and furnished to, obtained by, or
prepared by the Executive in the course of or incident to his employment,
belongs to the Company or any of its subsidiaries, whether domestic or foreign,
and shall be returned promptly to the Company upon termination of employment
for any reason. In addition, the Executive shall immediately return to or
arrange for prompt delivery to the Company all equipment, supplies, keys,
manuals, and other property or equipment of whatever nature in his possession
or control or which he may have entrusted to any other party.











6. 
PROPRIETARY INFORMATION AND NON-SOLICITATION.


(a)                                  Proprietary
Information. The Executive recognizes and acknowledges that certain assets of the
Company or its subsidiaries, whether domestic or foreign, constitute “Proprietary
Information,” including all information that is known only to the Executive or
the Company or such subsidiaries, and relating to the business of the Company
or such subsidiaries (including, without limitation, information regarding
employees, clients, customers, bill and pay rates, employees’ pay and skills,
pricing policies, methods of operation, operating manuals, sales, sales
techniques, advertising materials, products, costs, markets, key personnel,
formulae, product applications, technical processes, other statistical
information, confidential data, and trade secrets), and that protection of such
information is essential to the interests of the Company and such subsidiaries.


(b)                                  Non-Solicitation
of Employees and Clients. The Executive acknowledges and agrees that the pursuit of
activities forbidden by this subsection would necessarily involve the use or
disclosure of Proprietary Information in breach of the Company’s Confidential
Information and Invention Agreement.  To
forestall this disclosure, use, and breach, and in consideration of the
employment under this Agreement, the Executive agrees that for a period of one
(1) year after termination of his employment, he shall not, directly or
indirectly, for or on behalf of any
other person, firm, corporation or other entity that directly competes with the
Company:  (i) solicit,
induce, or influence any employee, consultant, or independent contractor of the
Company or any of its subsidiaries, whether domestic or foreign, to terminate
his or her employment or relationship with the Company or any of such
subsidiaries or to work for any other business entity or person; or
(ii) solicit (other than on behalf of the Company or such subsidiaries),
divert, or attempt to divert the business of any client or customer of the
Company in any district, territory, state or country where the Company conducts
business, unless the Executive can
prove that any action taken in violation of this Section 6(b) was taken without
the use of any of the Company’s Proprietary Information. For purposes of
this non-solicitation covenant, a customer of the Company is defined as any
person, firm or corporation that the Company or any of its subsidiaries has
serviced within one year preceding the termination of the Executive’s
employment and with whom the
Executive is or became familiar as a result of his employment with the Company.  For purposes of this non-solicitation
covenant,  an employee of the
Company is defined as any person who has received salary or wages from the
Company or any of its subsidiaries within one year preceding the termination of
the Executive’s employment and with whom the
Executive is or became familiar as a result of his employment with the Company.


(c)                                  Non-Competition
During Severance Period. In addition the restrictions set forth in Section 6(b)
above, the Executive may not engage in any business activity that is or may be
competitive with the Company in any district, territory, state or country where
the Company conducts business during any period in which the Executive is
receiving severance payments from the Company. Such period of non-competition
shall not exceed one (1) year following the date of employment
termination.


(d)                                  Injunctive
Relief for Violation. The Executive acknowledges that the obligations and
restrictions set forth in this Section 6 are reasonably necessary for the
protection of the Company’s business, goodwill, property, customer and employee
relationships.  The Executive further acknowledges that the
character, duration and geographical scope of his obligations under this
Section 6 are reasonable in light of the circumstances as they exist on the
date upon which this Agreement has been executed. The Executive recognizes that irreparable damage will result to the
Company in the event of any violation of his obligations under this Section 6
and agrees to the











issuance of a restraining order and/or an injunction
against him for such a material violation in addition to any other legal or
equitable remedies that the Company may have.


7.  GENERAL.


(a)                                    Severability. If any provision of this
Agreement is or becomes invalid, illegal or unenforceable in any respect under
any law, the validity, legality or enforceability of the remaining provisions
hereof shall not in any way be affected or impaired.  If any provision of this Agreement is found
by a court of competent jurisdiction to be invalid, illegal or unenforceable, the affected provisions of this Agreement
shall automatically and without requirement of further action by the parties be
deemed reformed solely to the extent required to render such provisions valid,
enforceable and legal and this Agreement, including such reformed provisions,
shall continue in full force and effect. 
If such reformation is not possible, then the affected provisions shall
be eliminated from this Agreement to the extent necessary to permit the
remaining provisions to be enforced.


(b)                                  Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


(c)                                  Entire
Agreement. This Agreement, the Stock Option Agreement, the Confidential Information
and Invention Agreement, and the Company’s employment policies to the extent
not inconsistent with the provisions of this Agreement, contain the entire
understanding of the parties, supersede all prior agreements and understandings
relating to the subject matter and shall not be amended except by a written
instrument hereafter signed by each of the parties.


(d)                                  Amendments;
Waivers. This
Agreement may not be amended except by an instrument in writing, signed by each
of the parties. No failure to exercise and no delay in exercising any right,
remedy, or power under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, or power under this
Agreement preclude any other or further exercise thereof, or the exercise of
any other right, remedy, or power provided herein or by law or in equity.


(e)                                  Assignment;
Successors and Assigns. The Executive agrees that he will not assign, sell, transfer,
delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by
operation of law, any rights or obligations under this Agreement. Any such
purported assignment, transfer, or delegation shall be void. Nothing in this
Agreement shall prevent the consolidation of the Company with, or its merger
into, any other entity, or the sale by the Company of all or substantially all
of its assets, or the otherwise lawful assignment by the Company of any rights
or obligations under this Agreement.  Subject
to the foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective heirs, legal representatives,
successors, and permitted assigns, and shall not benefit any person or entity
other than those specifically enumerated in this Agreement.


(f)                                    Governing
Law. This
Agreement and the performance hereof shall be construed and governed in
accordance with the laws of the State of California.











The parties have duly executed
this Agreement as of the date and year first above written.




	
  

  
	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey A.
  Elias

  	
   

  
	
   

  	
  Jeffrey A. Elias

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
  WESTAFF
  SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P.M. Newman

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: CEO