Exhibit 2.1

[MALLESONS STEPHEN JAQUES LETTERHEAD]



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Details

6General terms

81

Interpretation

81.1

Definitions

81.2

References to certain general terms

161.3

Next Business Day

171.4

Headings

172

Sale and purchase of Shares

172.1

Sale and purchase

172.2

Free from Encumbrance

173

Purchase Price and deposit

173.1

Purchase Price

173.2

Payment of deposit

173.3

Release of deposit

174

Conditions Precedent

184.1

Conditions Precedent

184.2

Reasonable endeavours

184.3

Waiver

194.4

Termination of agreement by either party

194.5

Termination by Seller

194.6

Effect of termination

194.7

Deemed satisfaction of Conditions Precedent

205

Completion

205.1

Time and place of Completion

205.2

Seller's obligations

205.3

Transfers to be held in escrow

205.4

Buyer's obligations

215.5

Simultaneous actions at Completion

215.6

Post-Completion obligations

215.7

Post-Completion access

216

Payment of the Purchase Price

216.1

Payment on Completion

216.2

Subsequent payment

216.3

Adjustment Statement

226.4

Contents of Adjustment Statement

226.5

Preparation of Adjustment Statement

226.6

Payment of Adjustment Amount

226.7

Resolution of disputes on Adjustment Statement

226.8

Consideration does not include GST

236.9

Recovery of GST

236.10

Time of payment

236.11

Adjustment of additional amount

236.12

Reimbursement

246.13

Method of payment

24


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7

Conduct of business pending Completion

247.1

Restricted activities

247.2

Transfer of trade marks

258

Conduct of business after Completion

258.1

Acknowledgement in relation to Seller Marks

258.2

Exclusion of directors and officers from liability

258.3

BAS returns

258.4

Software licenses

259

Warranties and representations

269.1

Accuracy

269.2

Matters disclosed

269.3

Buyer's acknowledgement

269.4

Buyer's representation

279.5

Seller's acknowledgment

2710

Limitations of Liability

2810.1

Notice of Claims

2810.2

Third party Claims

2810.3

Seller to consider Claims

2810.4

Seller to defend Claim

2910.5

Buyer's election to defend claim

2910.6

Seller not liable

2910.7

Recovery

2910.8

Reduction in Purchase Price

3010.9

Time limit on Claims

3010.10

Minimum amount of Claim

3010.11

Maximum liabilityaggregate

3010.12

Maximum liabilitytax warranties

3010.13

Exclusion of consequential liability

3010.14

Insured Claim or loss

3110.15

Act or omission after Completion

3110.16

Later recoveries

3110.17

Obligation to mitigate

3110.18

Tax benefit

3111

Buyer's warranties

3111.1

Buyer's warranties

3111.2

Indemnity

3212

Default

3212.1

Failure by a party to Complete

3212.2

Specific performance or termination

3212.3

Termination of agreement

3213

Confidential Information and privacy

3213.1

Confidential Information

3213.2

Disclosure of Confidential Information

3313.3

Use of Confidential Information

33


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13.4

Excluded Information

3313.5

Delivery of materials

3313.6

Disclosure to other potential buyers

3313.7

Disclosure prior to the date of this agreement

3313.8

Enforcement by Companies

3313.9

Privacy

3313.10

Application of clause 13.9

3413.11

Use of Personal Information by Seller after Completion

3413.12

Survival of termination

3414

Announcements

3414.1

Public announcements

3414.2

Public announcements required by Law

3415

Costs and stamp duty

3515.1

Legal costs

3515.2

Stamp duty

3516

Notices and other communications

3516.1

Formall communications

3516.2

Formcommunications sent by email

3516.3

Delivery

3516.4

When effective

3616.5

When taken to be received

3616.6

Receipt outside business hours

3617

Assignment

3618

Miscellaneous

3618.1

Discretion in exercising rights

3618.2

Partial exercising of rights

3618.3

No liability for loss

3618.4

Approvals and consents

3718.5

Conflict of interest

3718.6

Remedies cumulative

3718.7

Rights and obligations are unaffected

3718.8

Variation and waiver

3718.9

No merger

3718.10

Indemnities

3718.11

Further steps

3718.12

Entire agreement

3718.13

Construction

3718.14

Knowledge and belief

3819

Governing Law, jurisdiction and service of process

3819.1

Governing Law

3819.2

Serving documents

3820

Counterparts

38Schedule 1SharesSchedule 2Form of directors release


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Schedule 3WarrantiesSchedule 4Adjustment Statement PrinciplesSchedule 5Adjustment Statement ScheduleSchedule 6Intellectual PropertySchedule 7Contracts and leasesSigning page

42Annexure A: Financial StatementsAnnexure B: Reference Balance SheetAnnexure C: Licence AgreementAnnexure D: Corporate and security structure


5

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Details

Parties

Seller and BuyerSeller

Name

Westaff IncIncorporated in

Delaware, USAAddress

298 N. Wiget Lane, Walnut Creek, California 94598Telephone

+1 925 930 5300Fax

+1 949 481 7083Email

jryan@westaff.comAttention

Legal and Corporate SecretaryBuyer

Name

Humanis Blue Pty LimitedACN

132 703 907Incorporated in

Commonwealth of AustraliaAddress

Level 6, 31 Queen Street, Melbourne VIC 3000Telephone

61 411 050 634Fax

+61 3 8677 9903Email

amason@cashelhousegroup.com.auAttention

Angus Mason, DirectorRecitals

A

Westaff (Australia) Pty Limited (ABN 71 007 654 131) is a company incorporated in Australia and has its registered
office at Level 3, 100 Albert Road South Melbourne VIC 3205 ("Westaff Australia").B

Westaff NZ Limited (Company Number 71919) is a company incorporated in New Zealand and has its registered office at 182
Great South Road Remuera Auckland ("Westaff NZ").C

Westaff Australia has issued 591 shares and Westaff NZ has issued 21,000 shares.D

Westaff Support Inc is the registered and beneficial owner of all of the ordinary shares of Westaff NZ.E

Westaff Support Inc is the beneficial owner of 466 ordinary shares of Westaff Australia.


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F

Willard Robert Stover is the registered owner of 125 ordinary shares of Westaff Australia.G

Joan Cote Stover and Willard Robert Stover, jointly, are the registered owners of 466 ordinary shares of Westaff
Australia.H

The Seller has agreed to sell its interests in the Shares and to procure the sale of the remaining interests in the Shares, and
the Buyer has agreed to buy the Shares, on the terms of this agreement.Governing law

Victoria, AustraliaDate of agreement

See Signing page


7

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General terms

1      Interpretation

1.1   Definitions



8

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9

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10

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11

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12

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13

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14

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15

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1.2   References to certain general terms



16

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1.3   Next Business Day



1.4   Headings



2      Sale and purchase of Shares

2.1   Sale and purchase





2.2   Free from Encumbrance



3      Purchase Price and deposit

3.1   Purchase Price



3.2   Payment of deposit



3.3   Release of deposit



17

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4      Conditions Precedent

4.1   Conditions Precedent



4.2   Reasonable endeavours



18

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4.3   Waiver



4.4   Termination of agreement by either party



4.5   Termination by Seller



4.6   Effect of termination



19

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4.7   Deemed satisfaction of Conditions Precedent



5      Completion

5.1   Time and place of Completion



5.2   Seller's obligations



5.3   Transfers to be held in escrow



20

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5.4   Buyer's obligations



5.5   Simultaneous actions at Completion



5.6   Post-Completion obligations



5.7   Post-Completion access



6      Payment of the Purchase Price

6.1   Payment on Completion



6.2   Subsequent payment



21

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6.3   Adjustment Statement



6.4   Contents of Adjustment Statement



6.5   Preparation of Adjustment Statement



6.6   Payment of Adjustment Amount





6.7   Resolution of disputes on Adjustment Statement



22

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6.8   Consideration does not include GST



6.9   Recovery of GST



6.10 Time of payment



6.11 Adjustment of additional amount



23

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6.12 Reimbursement



6.13 Method of payment



7      Conduct of business pending Completion

7.1   Restricted activities



24

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7.2   Transfer of trade marks



8      Conduct of business after Completion

8.1   Acknowledgement in relation to Seller Marks



8.2   Exclusion of directors and officers from liability



8.3   BAS returns



8.4   Software licenses



25

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9      Warranties and representations

9.1   Accuracy



9.2   Matters disclosed



9.3   Buyer's acknowledgement



26

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9.4   Buyer's representation



9.5   Seller's acknowledgment



27

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10    Limitations of Liability

10.1 Notice of Claims



10.2 Third party Claims



10.3 Seller to consider Claims



28

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10.4 Seller to defend Claim



10.5 Buyer's election to defend claim



10.6 Seller not liable



10.7 Recovery



29

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10.8 Reduction in Purchase Price



10.9 Time limit on Claims



10.10  Minimum amount of Claim



10.11  Maximum liabilityaggregate



10.12  Maximum liabilitytax warranties



10.13  Exclusion of consequential liability



30

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10.14  Insured Claim or loss



10.15  Act or omission after Completion



10.16  Later recoveries



10.17  Obligation to mitigate



10.18  Tax benefit



11    Buyer's warranties

11.1 Buyer's warranties



31

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11.2 Indemnity



12    Default

12.1 Failure by a party to Complete



12.2 Specific performance or termination



12.3 Termination of agreement



13    Confidential Information and privacy

13.1 Confidential Information



32

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13.2 Disclosure of Confidential Information



13.3 Use of Confidential Information



13.4 Excluded Information



13.5 Delivery of materials



13.6 Disclosure to other potential buyers



13.7 Disclosure prior to the date of this agreement



13.8 Enforcement by Companies



13.9 Privacy



33

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13.10  Application of clause 13.9



13.11  Use of Personal Information by Seller after Completion



13.12  Survival of termination



14    Announcements

14.1 Public announcements



14.2 Public announcements required by Law



34

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15    Costs and stamp duty

15.1 Legal costs



15.2 Stamp duty



16    Notices and other communications

16.1 Formall communications



16.2 Formcommunications sent by email



16.3 Delivery



35

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16.4 When effective



16.5 When taken to be received





16.6 Receipt outside business hours



17    Assignment



18    Miscellaneous

18.1 Discretion in exercising rights



18.2 Partial exercising of rights



18.3 No liability for loss



36

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18.4 Approvals and consents



18.5 Conflict of interest



18.6 Remedies cumulative



18.7 Rights and obligations are unaffected



18.8 Variation and waiver



18.9 No merger



18.10  Indemnities



18.11  Further steps



18.12  Entire agreement



18.13  Construction



37

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18.14  Knowledge and belief



19    Governing Law, jurisdiction and service of process

19.1 Governing Law



19.2 Serving documents



20    Counterparts



EXECUTEDas an agreement

38

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1      Interpretation



2      Release of Officer





3      Indemnity



4      Severability



5      Entire agreement



6      General

6.1   Partial exercising of rights



39

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6.2   Remedies cumulative



6.3   Rights and obligations are unaffected



6.4   Variation and waiver



6.5   Costs



6.6   Supervening legislation



6.7   Counterparts



7      Governing law

7.1   Governing law



7.2   Jurisdiction



7.3   Serving documents



40

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EXECUTEDas a deed.

|       |  | 
|------ |  | 
|DATED: |  | 
|       |  | 



|                                                                                                                                |  |           |  |                                                                                        
|------------------------------------------------------------------------------------------------------------------------------- |  | --------- |  | ---------------------------------------------------------------------------------------
|EXECUTEDby [COMPANY
NAME] in accordance with section
127(1) of the Corporations Act 2001
(Cwlth) by authority of its directors: |  | )
)
)
)   |  |                                                                                        
|Signature of director                                                                                                           |  | )
)
)
)
) |  | Signature of director/company
secretary* *delete whichever is not applicable           
|                                                                                                                                |  | )         |  |                                                                                        
|Name of director (block letters)                                                                                                |  | )
)
)     |  | Name of director/company secretary*
(block letters) *delete whichever is not applicable
|                                                                                                                                |  |           |  |                                                                                        
|                                                                                                                                |  |           |  |                                                                                        
|                                                                                                                                |  |           |  |                                                                                        
|SIGNED, SEALED AND
DELIVEREDby [OFFICER
NAME] in the presence of:                                                               |  | )
)
)
)
) |  |                                                                                        
|Signature of witness                                                                                                            |  | )
)
)     |  |                                                                                        
|Name of witness (block letters)                                                                                                 |  | )
)
)     |  | Signature of [OFFICER NAME]                                                            

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Signing page

DATED:27 September 2008

|                                                                                                                                        |  |               |  |                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|SIGNEDbyMICHAEL WILLISas
authorised representative for WESTAFF INCin the presence of:                                                   |  | )
)
)
)
)     |  |                                                                                                                                                                
|/s/ M. Johnson Signature of witness                                                                                                     |  | )
)
)
)       |  |                                                                                                                                                                
|M Johnson Name of witness (block letters)                                                                                               |  | )
)
)
)
)
)
) |  | /s/ Michael Willis By executing this agreement the
signatory warrants that the signatory
is duly authorised to execute this
agreement on behalf of WESTAFF,
INC
|                                                                                                                                        |  |               |  |                                                                                                                                                                
|                                                                                                                                        |  |               |  |                                                                                                                                                                
|                                                                                                                                        |  |               |  |                                                                                                                                                                
|EXECUTEDbyHUMANIS BLUE
PTY LIMITEDin accordance with
section 127(1) of the Corporations
Act 2001 (Cwlth) by authority of its
directors: |  | )
)
)
)
)
)
) |  |                                                                                                                                                                
|/s/ Angus Mason Signature of director                                                                                                   |  | )
)
)
)
)
)   |  | Signature of director/company
secretary* *delete whichever is not applicable                                                                                   
|Angus Mason Name of director (block letters)                                                                                            |  | )
)
)
)
)     |  | Name of director/company secretary*
(block letters) *delete whichever is not applicable                                                                        

42

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