EXHIBIT 10.11

WESTAFF, INC.
EMPLOYEE STOCK PURCHASE PLAN

I.  PURPOSE OF THE PLAN

This
Employee Stock Purchase Plan is intended to promote the interests of Westaff, Inc. by providing eligible employees with the opportunity to acquire a proprietary interest in
the Corporation through participation in a payroll-deduction based employee stock purchase plan designed to qualify under Section 423 of the Code.

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 in order to comply with the requirements of Code Section 423. 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 of the International Employee Stock Purchase Plan (the "International 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 International 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
each year and from the first business day in August each year 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.

B.    To
participate in the Plan for a particular purchase period, the Eligible Employee must complete the Enrollment/Change Form prescribed by the Plan Administrator
(including a Stock Purchase Agreement) 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.  PAYROLL DEDUCTIONS

A.    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.

B.    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 amounts so collected shall be credited to the Participant's book account under the Plan, but no
interest shall be paid on the balance from time to time outstanding in such account. 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.

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

D.    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.

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 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

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amount collected from the Participant through payroll deductions 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.

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



G.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 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 thelowerof
(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.

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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.

H.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, to the extent in excess of the aggregate purchase
price payable for the Common Stock pro-rated to such individual, shall be refunded.

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

J.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 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 Dollars ($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 April 25, 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 (i) the Plan had been approved by the stockholders of the
Corporation and (ii) the Corporation had complied with all applicable requirements of the 1933

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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 stockholder approval were not obtained, or 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 theearliestto 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.

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. However, the Board may not, without
the approval of the Corporation's stockholders, (i) materially increase the number of shares of Common Stock issuable under the Plan or the maximum number of shares purchasable per Participant
on any one Purchase Date, except for permissible adjustments in the event of certain changes in the Corporation's capitalization, (ii) alter the purchase price formula so as to reduce the
purchase price payable for the shares of Common Stock purchasable under the Plan, or (iii) materially increase the benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.

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.    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.

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Schedule A
CURRENT LIST OF PARTICIPATING CORPORATIONS

Domestic

Westaff, Inc.,
a Delaware corporation
Westaff (USA), Inc., a California corporation
Westaff Support, Inc., a California corporation
Westaff (CA), Inc., a California corporation
Westaff Limited Partnership, a Delaware limited partnership

International

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
Participating Companies during such individual's period of participation in one or more offering periods under the Plan plus (ii) any pre-tax contributions made by the Participant
to any Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate Affiliate plus
(iii) all overtime payments, bonuses, commissions, current profit-sharing distributions and other incentive-type payments. However, Cash Earnings shall notinclude any contributions (other than
Code Section 401(k) or Code Section 125 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 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 (as
determined in accordance with Code Section 424), 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.Eligible Employeeshall mean any person who is employed by a Participating Corporation 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).

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



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

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

L.Participating Corporationshall mean the Corporation and such 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 current Participating Corporations in the Plan are listed in attached
Schedule A.

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

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

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

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