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                                                               EXHIBIT 10.11.1

                          WESTERN STAFF SERVICES, INC.

                            STOCK PURCHASE AGREEMENT



     I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") beginning with the purchase period specified below, and I hereby
subscribe to purchase shares of Common Stock of Western Staff Services, Inc.
(the "Corporation") in accordance with the provisions of this Agreement and the
ESPP.  I hereby authorize payroll deductions from each of my paychecks following
my entry into the ESPP in the 1% multiple of my earnings (not to exceed a
maximum of 10%) specified in my attached Enrollment Form.

     Purchase periods under the ESPP will run from the first business day in
February to the last business day in July each year, and from the first business
day in August each year to the last business day in January of the following
year.  The initial purchase period under the ESPP will begin on November 3, 1996
and end on January 31, 1997.  My participation will automatically remain in
effect from one purchase period to the next in accordance with this Agreement
and my payroll deduction authorization, unless I withdraw from the ESPP or
change the rate of my payroll deduction or unless my employment status changes.
I may reduce the rate of my payroll deductions once per purchase period, and I
may increase the rate of my payroll deductions to become effective at the start
of any subsequent purchase period.

     My payroll deductions will be accumulated for the purchase of shares of the
Corporation's Common Stock on the last business day of each purchase period.
The purchase price per share shall be equal to 85% of the lower of (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 on the last day of that purchase period.
I will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase on any one purchase date to 750 shares, for a
maximum of 1,500 shares per calendar year and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding.

     I may withdraw from the ESPP at any time prior to the last business day of
a purchase period and elect either to have the Corporation refund all my payroll
deductions for that purchase period or to have those payroll deductions applied
to the purchase of shares of the Corporation's Common Stock at the end of such
period.  However, I may not rejoin that particular purchase period at any later
date.  Upon the termination of my employment for any reason, including death or
disability, or my loss of eligible employee status, my participation in the ESPP
will immediately cease and all my payroll deductions for the purchase period in
which my employment terminates or my loss of eligibility occurs will
automatically be refunded.

     If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase period.  Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.

     A stock certificate for the shares purchased on my behalf at the end of
each purchase period will automatically be deposited into a brokerage account
which the Corporation will designate and open on my behalf.  I will notify the
Corporation of any sale or disposition of my ESPP shares, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such sale or disposition.

     The Corporation has the right, exercisable in its sole discretion, to amend
or terminate the ESPP at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase period.  Should the Corporation elect to
terminate the ESPP, I will have no further rights to purchase shares of Common

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Stock pursuant to this Agreement.

     I have received a copy of the official Plan Prospectus summarizing the
major features of the ESPP.  I have read this Agreement and the Prospectus and
hereby agree to be bound by the terms of both this Agreement and the ESPP.  The
effectiveness of this Agreement is dependent upon my eligibility to participate
in the ESPP.


Date: _____________, 199___             _______________________________________
                                        Signature of Employee

Entry Date: _____________, 199___       Printed Name: _________________________