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Exhibit 10.1.4    
    


 
 

AMENDMENT NO. 2 TO THE GOVERNANCE AGREEMENT    
    


        This Amendment No. 2 (this "Amendment"), dated as of
January             , 2008, to the
Governance Agreement (this "Agreement"), dated as of April 30, 2007, is entered into by and among Westaff, Inc., a Delaware corporation
(the "Company") and DelStaff, LLC, a Delaware limited liability company ("DelStaff"). Capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. 


        A.    Section 8.2(a)
of the Agreement requires that any amendment to the Agreement be signed by each of DelStaff and the Company. 


        B.    Section 8.2(a)
of the Agreement requires that any amendment to the Agreement be approved in accordance with Section 2.1 of the Agreement. 



        C.    Section 2.1
of the Agreement requires that any amendment to the Agreement be approved by the Audit Committee and a majority of the Super Independent Group. 


        D.    The
Company and DelStaff desire to amend the Agreement to reflect that there shall be no annual fee paid for the committee chairmanship for the Nominating and Corporate
Governance Committee and the Executive Committee. 


        NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, each of the undersigned agrees as
follows: 


        Section 1.1    Amendment.    Section 1.2(j) of the Agreement shall be amended and restated in its
entirety to read as follows: 


        "All
directors who are not employees of the Company shall be paid, subject to future increases upon recommendation by the Compensation Committee, at least a $25,000 retainer per year and
an additional $6,000 annual fee for committee chairmanship for the Compensation Committee and Audit Committee, plus an additional fee of $1,000 per Board or committee meeting attended in person or
$500 for each telephonic Board or committee meeting attended, provided, that, if a Board meeting and a committee meeting were held on the same day, the
total fee will not exceed $1,000 per day (collectively, "Board Fees"). There shall be no annual fees paid for committee chairmanship for the Nominating
and Corporate Governance Committee and the Executive Committee. All directors who are not employees of the Company shall be promptly reimbursed for his or her reasonable expenses in performing his or
her duties as a director, including reasonable travel expenses incurred to attend any meeting of the Board or its committee. In addition, the Compensation Committee shall determine grants of equity
incentive compensation applicable to all directors who are not employees of the Company. In lieu of Board Fees payable under this Section 1.2(j) to Mr. Black and Mr. Phillips,
management fees in the same amount shall be paid to H.I.G. Capital Management, Inc." 



        Section 1.2    Further Assurance.    Each of the parties hereto shall use its reasonable best efforts to
effectuate the transactions contemplated hereby as promptly as is reasonably practicable. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver, or cause to
be delivered, such further certificates, instruments and other documents, and to take, or cause to be taken, such further actions as may be necessary or desirable for effecting the consummation of
this Amendment and the transactions contemplated hereby. 


        Section 1.3    Successors and Assigns.    This Amendment shall not be assignable by operation of law or
otherwise. Subject to the preceding sentence, the provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. 


        Section 1.4    Entire Agreement.    This Amendment, Amendment No. 1 and the Agreement (including any
exhibits thereto) constitute the entire agreement, and supersede all other prior 










agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. 



        Section 1.5    Governing Law; Jurisdiction.    This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law rules of such state. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Amendment and any related agreement or the transactions contemplated hereby or thereby shall be brought exclusively in any federal or state court located in the
State of Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. 


        Section 1.6    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR ANY RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 



        Section 1.7    Counterparts; Effectiveness.    This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when (A) each party hereto shall
have received counterparts thereof signed by the other party hereto and (B) the appropriate approval has been received by (i) the Audit Committee and (ii) a majority of the Super
Independent Group, in each case as described in Section 2.1 of the Agreement. 


*        *        *        *        * 








        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first referred to above. 



	WESTAFF, INC.	 	DELSTAFF, LLC
	

By:	

/s/  RONALD D. STEVENS      
	
 	

By:	

/s/  MICHAEL PHILLIPS      

	Name: Ronald D. Stevens

Title: Director	 	Name: Michael Phillips

Title: Manager













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Exhibit 10.1.4


AMENDMENT NO. 2 TO THE GOVERNANCE AGREEMENT