EXHIBIT 10.11.3

WESTAFF, INC
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

I.  PURPOSE OF THE PLAN

This
International Employee Stock Purchase Plan is intended to promote the interests of Westaff, Inc. by providing eligible employees of the Corporation's Foreign Subsidiaries
with the opportunity to acquire a proprietary interest in the Corporation through the purchase of shares of the Corporation's Common Stock at periodic intervals.

Capitalized
terms herein shall have the meanings assigned to such terms in the attached Appendix.

II.  ADMINISTRATION OF THE PLAN

The
Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem
necessary. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.

III.  STOCK SUBJECT TO PLAN

A.    The
stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of Common Stock purchased on the open market.
The maximum
number of shares of Common Stock which may be issued over the term of the Plan and the U.S. Plan shall not exceed seven hundred fifty thousand (750,000) shares.

B.    Should
any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan and the U.S. Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date and (iii) the number and class of
securities and the price per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of benefits thereunder.

IV.  PURCHASE PERIODS

A.    Shares
of Common Stock shall be offered for purchase under the Plan through a series of successive purchase periods until such time as (i) the maximum number of
shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated.

B.    Each
purchase period shall have a duration of six (6) months. Purchase periods shall run from the first business day in February to the last business day in July
and from the first business day in August to the last business day in January of the following year. The first purchase period began on November 3, 1996 and ended on the last business day in
January 1997.

V.  ELIGIBILITY

A.    Each
individual who is an Eligible Employee on the start date of any purchase period shall be eligible to participate in the Plan for that purchase period. However, each
individual who is an Eligible Employee of a Foreign Subsidiary which designates an Effective Date that is not the start date of a purchase period shall be eligible to participate in the Plan for the
purchase period during which the Effective Date occurs beginning with such Effective Date.

B.    To
participate in the Plan for a particular purchase period, the Eligible Employee must complete the enrollment/change forms prescribed by the Plan Administrator and file
such forms with the Plan Administrator (or its designate) on or before the start date of the purchase period.

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VI.  PAYMENT FOR THE SHARES

A.    Except
to the extent otherwise provided in the Plan (or any Addendum thereto) or authorized by the Plan Administrator, the purchase price for the shares of Common Stock
acquired under the Plan shall be paid from accumulated payroll deductions authorized by the Participant.

B.    The
payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock under the Plan may be any multiple of one percent (1%) of the Cash
Earnings paid to the Participant during each purchase period, up to a maximum of ten percent (10%). The deduction rate so authorized shall continue in effect for the entire purchase period. The
Participant may not increase his or her rate of payroll deduction during a purchase period. However, the Participant may, at any time during the purchase period, reduce his or her rate of payroll
deduction to become effective as soon as possible after filing the appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per
purchase period.

C.    Payroll
deductions shall begin on the first pay day following the start date of the purchase period and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last day of the purchase period. The payroll deductions so collected shall be credited to the Participant's book account under the Plan,
initially in the currency in which paid by the Foreign Subsidiary. Except to the extent otherwise provided by the Plan Administrator (or any Addendum to the Plan), no interest shall be paid on the
balance from time to time outstanding in such account and the amounts collected from the Participant shall not be held in any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.

D.    The
payroll deductions credited to each Participant's book account during each calendar month shall be converted into U.S. Dollars on the Exchange Date for that month on
the basis of the exchange rate in effect on such date. The Plan Administrator shall have the absolute discretion to determine the applicable exchange rate to be in effect for each Exchange Date by any
reasonable method (including, without limitation, the exchange rate actually available in the ordinary course of business on such date). Any changes or fluctuations in the exchange rate at which the
payroll deductions collected on the Participant's behalf are converted into U.S. Dollars on each Exchange Date shall be borne solely by the Participant.

E.    Payroll
deductions shall automatically cease upon the termination of the Participant's purchase right in accordance with the provisions of the Plan.

F.    The
Participant's acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require the Participant's acquisition of Common Stock on any
subsequent Purchase Date.

VII.  PURCHASE RIGHTS

A.Grant of Purchase Right.A Participant shall be granted a separate purchase right on
the start date of each purchase period in which he or she participates. The purchase right shall provide the Participant with the right to purchase shares of Common Stock on the Purchase Date upon the
terms set forth below. The Participant shall execute a stock purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.

Under
no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

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B.Exercise of the Purchase Right.Each purchase right shall be automatically exercised
on the Purchase Date, and shares of Common Stock shall accordingly be purchased on behalf of each Participant (other than any Participant whose payroll deductions have previously been refunded
pursuant to the Termination of Purchase Right provisions below) on such date. The purchase shall be effected by applying the Participant's payroll deductions (as converted into U.S. Dollars) for the
purchase period ending on such Purchase Date to the purchase of shares of Common Stock (subject to the limitation on the maximum number of shares purchasable per Participant on any one Purchase Date)
at the purchase price in effect for that purchase period.

C.Purchase Price.The purchase price per share at which Common Stock will be purchased
on the Participant's behalf on each Purchase Date shall be equal to eighty-five percent (85%) of thelowerof (i) the Fair Market
Value per share of Common Stock on the start date of the purchase period or (ii) the Fair Market Value per share of Common Stock on that Purchase Date.

D.Number of Purchasable Shares.The number of shares of Common Stock purchasable by a
Participant on each Purchase Date shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions (as converted into U.S. Dollars) during
the purchase period ending with that Purchase Date by the purchase price in effect for that Purchase Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one
Purchase Date shall not exceed one thousand one hundred twenty-five (1,125) shares, subject to periodic adjustments in the event of certain changes in the Corporation's capitalization.

E.Excess Payroll Deductions.Any payroll deductions not applied to the purchase of
shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date. However,
any payroll deductions not applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable by the Participant on the Purchase Date shall be promptly
refunded in the currency in which collected.

F.Termination of Purchase Right.The following provisions shall govern the termination
of outstanding purchase rights:



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G.Transfer of Employment.In the event that a Participant who is an Employee of a
Foreign Subsidiary is transferred and becomes an Employee of the Corporation during a purchase period under the Plan, such individual shall continue to remain a Participant in the Plan and payroll
deductions shall continue to be collected until the next purchase date as if the Participant had remained an Employee of the Foreign Subsidiary.

In
the event that an Employee of the Corporation who is a participant in the U.S. Plan is transferred and becomes an Employee of a Foreign Subsidiary during a purchase period in effect
under the U.S. Plan, such individual shall automatically become a Participant under the Plan for the duration of the purchase period in effect at that time under the Plan and the balance in such
individual's book account maintained under the U.S. Plan shall be transferred as a balance to a book account opened for such individual under the Plan. Such balance, together with all other payroll
deductions collected from such individual by the Foreign Subsidiary for the remainder of the purchase period under the Plan (as converted into U.S. Dollars), shall be applied on the next purchase date
to the purchase of Stock under the Plan.

H.Corporate Transaction.Each outstanding purchase right shall automatically be
exercised, immediately prior to the effective date of any Corporate Transaction, by applying the payroll deductions (as converted into U.S. Dollars) of each Participant for the purchase period in
which such Corporate Transaction occurs to the purchase of whole shares of Common Stock at a purchase price per share equal to eighty-five percent (85%) of the lowerof (i) the Fair Market Value
per share of Common Stock on the start date of the purchase period in which such Corporate Transaction occurs
or (ii) the Fair Market Value per share of Common Stock immediately prior to the effective date of such Corporate Transaction. However, the applicable limitation on the number of shares of
Common Stock purchasable per Participant shall continue to apply to any such purchase. Payroll deductions not yet converted into U.S. Dollars at the time of the Corporate Transaction shall be
converted from the currency in which paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange rate in effect as determined by the Plan Administrator at the time of the Corporate
Transaction.

The
Corporation shall use its best efforts to provide at least ten (10) days prior written notice of the occurrence of any Corporate Transaction, and Participants shall, following
the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Corporate Transaction.

I.Proration of Purchase Rights.Should the total number of shares of Common Stock which
are to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each
Participant (and each Participant in the U.S. Plan), to the extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded.

J.Assignability.The purchase right shall be exercisable only by the Participant and
shall not be assignable or transferable by the Participant.

K.Stockholder Rights.A Participant shall have no stockholder rights with respect to
the shares subject to his or her outstanding purchase right until the shares are purchased on the Participant's

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behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the purchased shares.

VIII.  ACCRUAL LIMITATIONS

A.    No
Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this Plan if and to the extent such accrual,
when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock
purchase plans (within the meaning of Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five
Thousand U.S. Dollars (U.S. $25,000) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value of such stock on the date or dates such rights are
granted) for each calendar year such rights are at any time outstanding.

B.    For
purposes of applying such accrual limitations, the following provisions shall be in effect:



C.    If
by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular purchase period, then the payroll deductions which the
Participant made during that purchase period with respect to such purchase right shall be promptly refunded.

D.    In
the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any instrument issued thereunder, the provisions of
this Article shall be controlling.

IX.  EFFECTIVE DATE AND TERM OF THE PLAN

A.    The
Plan was adopted by the Board on October 15, 1996 and became effective on November 3, 1996,providedno
purchase rights granted under the Plan were to be exercised, and no shares of Common Stock were to be issued hereunder, until the Corporation had complied with all applicable requirements of the 1933
Act (including the registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the Securities and Exchange Commission), all
applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock is listed for trading and all other applicable requirements established
by law or regulation. In the event such compliance were not effected, within twelve (12) months after the date on which the Plan is adopted by the Board, the Plan was to have terminated and
have no further force or effect and all sums collected from Participants during the initial purchase period hereunder were to have been refunded.

B.    Unless
sooner terminated by the Board, the Plan shall terminate upon the earliest to occur of (i) the last business day in January 2007, (ii) the
date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are
exercised in connection with a Corporate Transaction. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such
termination.

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X.  AMENDMENT OF THE PLAN

The
Board may alter, amend, suspend or discontinue the Plan at any time to become effective immediately following the close of any purchase period.

XI.  GENERAL PROVISIONS

A.    All
costs and expenses incurred in the administration of the Plan shall be paid by the Corporation.

B.    Nothing
in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any reason, with or without cause.

C.    Except
to the extent otherwise provided in any Addendum to the Plan, the provisions of the Plan shall be governed by the laws of the State of California without resort to
that State's conflict-of-laws rules.

D.    A
Foreign Subsidiary or the Plan Administrator, as the case may be, shall have the right to deduct from any payment to be made under this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment of any cash, payment by each Participant of any tax required by applicable law to be withheld.

E.    Additional
provisions for individual Foreign Subsidiaries may be incorporated in one or more Addenda to the Plan. Such Addenda shall have full force and effect with
respect to the Foreign Subsidiaries to which they apply. In the event of a conflict between the provisions of such an Addendum and one or more other provisions of the Plan, the provisions of the
Addendum shall be controlling.

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Schedule A
CURRENT LIST OF PARTICIPATING COMPANIES

Westaff
A/S
Westaff AS
Westaff (U.K.) Limited
Westaff (Australia) Pty. Ltd.
Western Personnel Services Pty. Ltd.
Western Temporary Services Pty. Ltd.
Westaff NZ Limited

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APPENDIX

The following definitions shall be in effect under the Plan:

A.Boardshall mean the Corporation's Board of Directors.

B.Cash Earningsshall mean the (i) regular base salary paid to a Participant by one or more
Foreign Subsidiaries during such individual's period of participation in one or more purchase periods under the Plan plus (ii) all overtime payments, bonuses, commissions, current
profit-sharing distributions and other incentive-type payments. However, Cash Earnings shallnotinclude any contributions made on the
Participant's behalf by the Corporation or any Corporate Affiliate under any employee benefit or welfare plan now or hereafter established.

C.Codeshall mean the U.S. Internal Revenue Code of 1986, as amended.

D.Common Stockshall mean the Corporation's common stock.

E.Corporate Affiliateshall mean any parent or subsidiary corporation of the Corporation, whether
now existing or subsequently established.

F.Corporate Transactionshall mean either of the following stockholder-approved transactions to
which the Corporation is a party:



G.Corporationshall mean Westaff, Inc., a Delaware corporation, and any corporate successor
to all or substantially all of the assets or voting stock of Westaff, Inc. which shall by appropriate action adopt the Plan.

H.Effective Dateshall mean November 3, 1996. Any Foreign Subsidiary which elects, with the
approval of the Board, to extend the benefits of this Plan to its employees after such Effective Date shall designate a subsequent Effective Date with respect to its employee-Participants.

I.Eligible Employeeshall mean any person who is employed by a Participating Corporation as a
regular staff employee (and not temporary) on a basis under which he or she is regularly expected to render more than twenty (20) hours of service per week for more than five (5) months
per calendar year for earnings considered wages under Code Section 3401(a).

J.Exchange Dateshall mean the last U.S. business day of each month during a purchase period, on
which date the foreign currency payroll deductions collected on behalf of the Participants during that month are to be converted into U.S. Dollars.

K.Fair Market Valueper share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:



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L.Foreign Subsidiaryshall mean any non-U.S. Corporate Affiliate or Affiliates as may be
authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The Foreign Subsidiaries participating in the Plan as of the Effective Date are listed in
attached Schedule A.

M.1933 Actshall mean the Securities Act of 1933, as amended.

N.Participantshall mean any Eligible Employee of a Participating Corporation who is actively
participating in the Plan.

O.Planshall mean the Corporation's International Employee Stock Purchase Plan, as set forth in this
document.

P.Plan Administratorshall mean the committee of two (2) or more non-employee
Board members appointed by the Board to administer the Plan.

Q.Purchase Dateshall mean the last business day of each purchase period. The initial Purchase Date
shall mean January 31, 1997.

R.Stock Exchangeshall mean either the American Stock Exchange or the New York Stock Exchange.

S.U.S. Planshall mean the Westaff, Inc. Employee Stock Purchase Plan.

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