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  Exhibit 10.3.20.1    
    


        [LOGO] 


 
 

  Employment Contract    
    


        This contract is entered into by and between Sean Wong (hereafter "you") and Westaff (USA), Inc. /Westaff Support, Inc.
("Westaff"). 


        Westaff
hereby agrees to hire you or continue your employment and you agree to accept employment or continue your employment with Westaff upon the following terms and conditions: 


        1.    Duration.    Your employment shall start or continue as of
September 22,2008 and shall continue thereafter until terminated by either party. 


        2.    Terminable-At-Will.    You are a
"terminable-at-will" employee. You may resign at any time with or without a reason. Likewise, Westaff may dismiss you at any time with or without cause. You acknowledge that
there are no other express or implied agreements between you and Westaff for any specific period of employment, or for continuing or long-term employment. 


        3.    Pay.    You will be paid a beginning salary of $175,000 per
year. Your pay may be revised without impairing the effectiveness of any other provisions of this Contract. Your pay will be paid in equal installments every two weeks. Each pay period is distinct and
severable, and your employment for part
of a pay period or part of a year will not entitle you to pay for more than the time you actually worked. In the event your employment terminates during a pay period, your pay will be prorated to the
date of termination, and will include earned vacation pay, if any. 


        4.    Confidentiality.    Westaff is a provider of temporary staffing
and employment services. You acknowledge that by virtue of your employment, you will become familiar with or have access to Westaff's valuable proprietary information, confidential data and trade
secrets which include but are not limited to, customers' and employees' names, addresses and telephone numbers, bill and pay rates, employees' pay and skills, other statistical information, sales
techniques, methods of operation, advertising materials, formulas and operating manuals. As the misappropriation of such information, data or secrets would result in great damage or loss to Westaff,
you agree not to use any of it for your own benefit and not to disclose it to, or allow the use of it by any person, firm or corporation, whether during your Westaff employment or thereafter. 


        5.    Non-Diversion.    You agree that you will not,
directly or indirectly, either for yourself or for any other person, firm or corporation, solicit or attempt to divert any Westaff customer or recruit any Westaff employee during your Westaff
employment and for a period of one year thereafter. For purposes of this paragraph, a Westaff customer is defined as any person, firm or corporation that Westaff has serviced within one year preceding
the termination of your employment and with whom you have had contact on behalf of Westaff, and a Westaff employee is defined as any person who has received salary or wages from Westaff within one
year preceding the termination of your employment. 


        6.    Non-Competition.    You agree to devote your best
efforts to the performance of your Westaff duties and to perform no acts detrimental to Westaff's best interests. You will not engage in any other business nor work for any other person or entity
during your Westaff workday. While employed by Westaff, you will not engage in any competitive temporary staffing or employment services business. Unless prohibited by the law in your jurisdiction,
you further agree that you will not engage in a competitive temporary staffing or employment services business, in a same or similar capacity in which you were employed by Westaff, for yourself or for
any other person, firm or corporation, within a radius of twenty-five miles from the Westaff office(s) where you were working for a period of one year after the termination of your Westaff
employment. 


        7.    Authority.    You shall have no authority to enter into any
contract or agreement or otherwise bind Westaff without the prior consent of an officer of Westaff. 








        8.    Property.    Upon termination of your employment, you agree to
immediately deliver to Westaff all equipment, supplies, keys, manuals, monies, overpayments, lists, records, resumes, diskettes or other
material related to the business of Westaff and all Westaff property of whatever nature in your possession or control or which you may have entrusted to any other party. 


        9.    Violation.    You acknowledge that the obligations and
restrictions set forth in this Contract are reasonably necessary for the protection of Westaff's business, goodwill, property, and customer and employee relationships. You recognize that irreparable
damage will result to Westaff in the event of any violation of this Contract and hereby agree to the issuance of a restraining order and/or an injunction against you for such a violation, in addition
to any other legal or equitable remedies Westaff may have. 


        10.    Assignment.    Westaff's rights and/or duties under this
Contract may be assigned or delegated to any successor of Westaff. However none of your rights and/or duties under this contract may be assigned by you to any other party. 



        11.    Modification.    The terms of this Contract may be amended,
modified or replaced only by a subsequent written agreement signed by you and an authorized representative of Westaff. 


        12.    Severability.    Every provision of this Contract is distinct
and severable. If any such provision is held to be illegal, unenforceable or void, it shall not affect the legality, enforceability or validity of any of the other provisions. 



        13.    Acknowledgment.    You hereby acknowledge that you have read
and understood this Contract. By signing below, you acknowledge receipt of a copy of this Contract and agree to abide by its terms and conditions. 



								
	
 Employee:	
 	
/s/ Sean Wong






  Sean Wong	
 	
 	
 Date:	
 	
9/22/08







 
	
Westaff (USA), Inc.	
 	
 	

 	
 	

 
	
By:	
 	
/s/ Debra L. Banks






  (Signature of Westaff representative)	
 	
 	
 Location:	
 	
Walnut Creek, Ca






  (City, State and Westaff office number)
	
 Printed Name:	
 	
Debra L. Banks







 	
 	
 	

 	
 	

 
	
 Title:	
 	
HR Rep







 	
 	
 	

 	
 	

 





Providing
Essential Staffing Services 











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Exhibit 10.3.20.1


Employment Contract