**EXHIBIT 10.1**

**WESTAFF, INC.**

**EMPLOYEE STOCK PURCHASEPLAN**

(As Amended and Restated July 26,2006)

**I.****                                         PURPOSEOF THE PLAN**

This Employee Stock PurchasePlan is intended to promote the interests of Westaff, Inc. by providingeligible employees with the opportunity to acquire a proprietary interest inthe Corporation through participation in a payroll-deduction based employeestock purchase plan designed to qualify under Section 423 of the Code.

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

**II.****                                     ADMINISTRATIONOF THE PLAN**

The Plan Administrator shallhave full authority to interpret and construe any provision of the Plan and toadopt such rules and regulations for adminis­tering the Plan as it may deemnecessary in order to comply with the requirements of Code Section 423.  Decisions of the Plan Administrator shall befinal and binding on all parties having an interest in the Plan.

**III.****                                 STOCKSUBJECT TO PLAN**

**A.****                                   **Thestock purchasable under the Plan shall be shares of authorized but unissued orreacquired Common Stock, including shares of Common Stock purchased on the openmarket.  The maximum number of shares ofCommon Stock which may be issued over the term of the Plan shall not exceed fivehundred sixty-two thousand and five hundred (562,500) shares.

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

**IV.****                                PURCHASEPERIODS**

**A.****                                   **Sharesof Common Stock shall be offered for purchase under the Plan through a seriesof successive purchase periods until such time as (i) the maximum number ofshares of Common Stock available for issuance under the Plan shall have beenpurchased or (ii) the Plan

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shall have been sooner terminated. The Board shallhave the power to change the duration of purchase periods (including thecommencement and termination dates thereof) with respect to future purchaseperiods without shareholder approval if such change is announced at least fifteen(15) days prior to the scheduled beginning of the first purchase period to beaffected thereafter.

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

**V.****                                    ELIGIBILITY**

**A.****                                   **Eachindividual who is an Eligible Employee on the start date of any purchase periodshall be eligible to participate in the Plan for that purchase period.

**B.****                                   **To participate in the Plan for a particularpurchase period, the Eligible Employee must complete the Enrollment/Change Formprescribed by the Plan Administrator (including a Stock Purchase Agreement) andfile such forms with the Plan Administrator (or its designate) on or before thestart date of the purchase period.

**VI.****                                PAYROLLDEDUCTIONS**

**A.****                                   **Thepayroll deduction authorized by the Parti­cipant for purposes of acquiringshares 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 toa maximum of ten percent (10%).  Thededuction rate so authorized shall continue in effect for the entire purchaseperiod.  The Participant may not increasehis or her rate of payroll deduction during a purchase period.  However, the Participant may, at any timeduring the purchase period, reduce his or her rate of payroll deduction tobecome effective as soon as possible after filing the appropriate form with thePlan Administrator.  The Participant maynot, however, effect more than one (1) such reduction per purchase period.

**B.****                                   **Payrolldeductions shall begin on the first pay day following the start date of thepurchase period and shall (unless sooner terminated by the Participant)continue through the pay day ending with or immediately prior to the last dayof the purchase period.  The amounts socollected 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 insuch account.  The amounts collected fromthe Participant shall not be held in any segregated account or trust fund andmay be commingled with the general assets of the Corporation and used forgeneral corporate purposes.

**C.****                                   **Payrolldeductions shall automatically cease upon the termination of the Participant’spurchase right in accord­ance with the provisions of the Plan.

**D.****                                   **TheParticipant’s acquisition of Common Stock under the Plan on any Purchase Dateshall neither limit nor require the Participant’s acquisition of Common Stockon any subsequent Purchase Date.

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**VII.****                            PURCHASERIGHTS**

**A.****                                    Grantof Purchase Right.**  A Participantshall be granted a separate purchase right on the start date of each purchaseperiod in which he or she participates. The purchase right shall provide the Participant with the right topurchase shares of Common Stock on the Purchase Date upon the terms set forthbelow.  The Participant shall execute astock purchase agreement embodying such terms and such other provisions (notinconsistent with the Plan) as the Plan Administrator may deem advisable.

Underno circumstances shall purchase rights be granted under the Plan to anyEligible Employee if such individual would, immediately after the grant, own(within the meaning of Code Section 424(d)) or hold outstanding options orother rights to purchase, stock possessing five percent (5%) or more of thetotal combined voting power or value of all classes of stock of the Corporationor any Corporate Affiliate.

**B.****                                    Exerciseof the Purchase Right.**  Eachpurchase right shall be automatically exercised on the Purchase Date, andshares of Common Stock shall accordingly be purchased on behalf of eachParticipant (other than any Participant whose payroll deductions havepreviously been refunded pursuant to the Termination of Purchase Rightprovisions below) on such date.  The purchaseshall be effected by applying the Participant’s payroll deductions for thepurchase period ending on such Purchase Date to the purchase of shares ofCommon Stock (subject to the limitation on the maximum number of sharespurchasable per Participant on any one Purchase Date) at the purchase price ineffect for that purchase period.

**C.****                                    PurchasePrice.**  The purchase price pershare at which Common Stock will be purchased on the Participant’s behalf oneach Purchase Date shall be equal to ninety percent (90%) of the lowerof (i) the Fair Market Value per share of Common Stock on the start date of thepurchase period or (ii) the Fair Market Value per share of Common Stock on thatPurchase Date.

**D.****                                    Numberof Purchasable Shares.**  Thenumber of shares of Common Stock purchasable by a Participant on each PurchaseDate shall be the number of whole shares obtained by dividing the amountcollected from the Participant through payroll deductions during the purchaseperiod ending with that Purchase Date by the purchase price in effect for thatPurchase Date.  However, the maximumnumber of shares of Common Stock purchasable per Participant on any onePurchase Date shall not exceed one thousand one hundred twenty-five (1,125) shares,subject to periodic adjustments in the event of certain changes in theCorporation’s capitalization.

**E.****                                      ExcessPayroll Deductions.**  Any payrolldeductions not applied to the purchase of shares of Common Stock on anyPurchase Date because they are not sufficient to purchase a whole share ofCommon Stock shall be held for the purchase of Common Stock on the nextPurchase Date.  However, any payrolldeductions not applied to the purchase of Common Stock by reason of thelimitation on the maximum number of shares purchasable by the Participant onthe Purchase Date shall be promptly refunded.

**F.****                                      Termination of Purchase Right.**  The following provisions shall govern thetermination of outstanding purchase rights:

**1.****                                     **AParticipant may, at any time prior to the last day of the purchase period,terminate his or her outstanding purchase right by filing the appropriate formwith the

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Plan Administrator (orits designate), and no further payroll deductions shall be collected from theParticipant with respect to the terminated purchase right.  Any payroll deductions collected during thepurchase period in which such termination occurs shall, at the Participant’selection, be immediately refunded or held for the purchase of shares on thenext Purchase Date.  If no such electionis made at the time such purchase right is terminated, then the payrolldeductions collected with respect to the terminated right shall be refunded assoon as possible.

**2.****                                     **Thetermination of such purchase right shall be irrevocable, and the Participantmay not subsequently rejoin the purchase period for which the terminatedpurchase right was granted.  In order toresume participation in any subsequent purchase period, such individual mustre-enroll in the Plan (by making a timely filing of the prescribedEnrollment/Change Form) on or before the start date of the new purchase period.

**3.****                                     **Should the Participant cease to remain anEligible Employee for any reason (including death, disability or change instatus) while his or her purchase right remains outstanding, then that purchaseright shall immediately terminate, and all of the Participant’s payrolldeductions for the purchase period in which the purchase right so terminatesshall be immediately refunded.  However,should the Participant cease to remain in active service by reason of anapproved unpaid leave of absence, then the Participant shall have the right,exercisable up until the last business day of the purchase period in which suchleave commences, to (a) withdraw all the payroll deductions collected to dateon his or her behalf during such purchase period or (b) have such funds heldfor the purchase of shares on the next scheduled Purchase Date.  In no event, however, shall any furtherpayroll deductions be collected on the Participant’s behalf during suchleave.  Upon the Participant’s return toactive service, his or her payroll deductions under the Plan shallautomatically resume at the rate in effect at the time the leave began, unlessthe Participant withdraws from the Plan prior to his or her return.

**G.****                                    CorporateTransaction.**  In the event of aproposed Corporate Transaction, each outstanding purchase right shall beassumed by such successor corporation or a parent or subsidiary of suchsuccessor corporation, unless the Plan Administrator, in the exercise of itssole discretion and in lieu of such assumption, determines to shorten thepurchase period then in progress by setting a new Purchase Date (the “NewPurchase Date”).  If the PlanAdministrator shortens the purchase period then in progress in lieu ofassumption in the event of a Corporate Transaction, the Plan Administratorshall notify each Participant in writing at least ten (10) business days priorto the New Purchase Date, that the Purchase Date for the Participant’s optionhas been changed to the New Purchase Date and that either:

**1.****                                     **theParticipant’s purchase right will be exercised automatically on the NewPurchase Date, unless prior to such date the Participant has terminated his orher purchase right as provided in Section VII.F.1; or

**2.****                                     **theCompany shall pay to the Participant on the New Purchase Date an amount incash, cash equivalents, or property as determined by the Plan Administratorthat is equal to the difference in the Fair Market Value of the shares subjectto the purchase right and the purchase price due had the Participant’s purchaseright been exercised automatically under clause 1 above.

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For purposes of this Subsection, a purchase right grantedunder the Plan shall be deemed to be assumed if, in connection with theCorporate Transaction, the purchase right is replaced with a comparable purchaseright with respect to shares of the successor corporation or parentthereof.  The determination of purchaseright comparability shall be made by the Plan Administrator prior to theCorporate Transaction and its determination shall be final, binding andconclusive on all persons.

**H.****                                    Prorationof Purchase Rights.**  Should thetotal number of shares of Common Stock which are to be purchased pursuant tooutstanding purchase rights on any particular date exceed the number of sharesthen available for issuance under the Plan, the Plan Administrator shall make apro-rata allocation of the available shares on a uniform and nondiscriminatorybasis, and the payroll deductions of each Participant, to the extent in excessof the aggregate purchase price payable for the Common Stock pro-rated to suchindividual, shall be refunded.

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

**J.****                                      Stockholder Rights.**  A Participant shall have no stockholderrights with respect to the shares subject to his or her outstanding purchaseright until the shares are purchased on the Participant’s behalf in accordancewith the provisions of the Plan and the Participant has become a holder ofrecord of the purchased shares.

**VIII.****                        ACCRUALLIMITATIONS**

**A.****                                   **NoParticipant shall be entitled to accrue rights to acquire Common Stock pursuantto any purchase right outstanding under this Plan if and to the extent suchaccrual, when aggregated with (i) rights to purchase Common Stock accrued underany other purchase right granted under this Plan and (ii) similar rightsaccrued under other employee stock purchase plans (within the meaning of CodeSection 423) of the Corporation or any Corporate Affiliate, wouldotherwise permit such Participant to purchase more than Twenty-Five ThousandDollars ($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 ordates such rights are granted) for each calendar year such rights are at anytime outstanding.

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

**1.****                                     **Theright to acquire Common Stock under each outstanding purchase right shallaccrue on the Purchase Date in effect for the purchase period for which suchright is granted.

**2.****                                     **Noright to acquire Common Stock under any outstanding purchase right shall accrueto the extent the Participant has already accrued in the same calendar year theright to acquire Common Stock under one (1) or more other purchase rights at arate equal to Twenty-Five Thousand Dollars ($25,000) worth of Common Stock(determined on the basis of the Fair Market Value per share on the date ordates of grant) for each calendar year such rights were at any timeoutstanding.

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

**C.****                                   **Inthe event there is any conflict between the provisions of this Article andone or more provisions of the Plan or any instrument issued thereunder, theprovisions of this Article shall be controlling.

**IX.****                                EFFECTIVEDATE AND TERM OF THE PLAN**

**A.****                                   **ThePlan was adopted by the Board on April 25, 1996 and became effective onNovember 3, 1996, provided no purchase rights granted under the Planwere to be exercised, and no shares of Common Stock were to be issuedhereunder, until (i) the Plan had been approved by the stockholders of theCorporation and (ii) the Corporation had complied with all applicablerequirements of the 1933 Act (including the registration of the shares ofCommon Stock issuable under the Plan on a Form S-8 registration statement filedwith the Securities and Exchange Commission), all applicable listingrequirements of any stock exchange (or the Nasdaq Global Market, if applicable)on which the Common Stock is listed for trading and all other applicablerequirements established by law or regula­tion. In the event such stockholder approval were not obtained, or suchcompliance were not effected, within twelve (12) months after the date on whichthe Plan is adopted by the Board, the Plan was to have terminated and have nofurther force or effect and all sums collected from Participants during theinitial purchase period hereunder were to have been refunded.

**B.****                                   **Unless sooner terminated by the Board, the Planshall terminate upon the earliest to occur of (i) the last businessday in January 2017, (ii) the date on which all shares available for issuanceunder the Plan shall have been sold pursuant to purchase rights exercised underthe Plan or (iii) the date on which all purchase rights are exercised inconnection with a Corporate Transaction. No further purchase rights shall be granted or exercised, and no furtherpayroll deductions shall be collected, under the Plan following suchtermination.

**X.****                                    AMENDMENTOF THE PLAN**

The Board may alter, amend,suspend or discontinue the Plan at any time to become effective immediatelyfollowing the close of any purchase period. However, the Board may not, without the approval of the Corporation’sstockholders, (i) materially increase the number of shares of Common Stockissuable under the Plan or the maximum number of shares purchasable perParticipant on any one Purchase Date, except for permissible adjustments in theevent of certain changes in the Corporation’s capitalization, (ii) alter thepurchase price formula so as to reduce the purchase price payable for theshares of Common Stock purchasable under the Plan, or (iii) materially increasethe benefits accruing to Participants under the Plan or materially modify therequirements for eligibility to participate in the Plan.

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On July 26, 2006, the Boardadopted and approved an amendment and restatement of the Plan to extend theterm of the Plan to the last business day of January, 2017 and, effective forpurchase periods commencing on and after August 1, 2006, to modify the purchaseprice per share discount from eighty-five percent (85%) to ninety percent (90%)and to expand the actions the Company may take in connection with a CorporateTransaction and to modify the list of Participating Corporations who extend thebenefits of the Plan to their Eligible Employees.

**XI.****                                GENERALPROVISIONS**

**A.****                                   **Allcosts and expenses incurred in the administration of the Plan shall be paid bythe Corporation.

**B.****                                   **Nothingin the Plan shall confer upon the Participant any right to continue in theemploy of the Corporation or any Corporate Affiliate for any period of specificduration or interfere with or otherwise restrict in any way the rights of theCorporation (or any Corporate Affiliate employing such person) or of theParticipant, which rights are hereby expressly reserved by each, to terminatesuch person’s employment at any time for any reason, with or without cause.

**C.****                                   **The provisions of the Plan shall be governed bythe laws of the State of California without resort to that State’sconflict-of-laws rules.

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**Schedule A**

**CURRENT LIST OF PARTICIPATING CORPORATIONS**

**Domestic**

Westaff, Inc., aDelaware corporation

Westaff (USA),Inc., a California corporation

Westaff Support,Inc., a California corporation

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**APPENDIX**

The following definitions shall be in effect under thePlan:

**A.****                                    Board**shall mean the Corporation’s Board of Directors.

**B.****                                    CashEarnings** shall mean the (i) regular base salary paid to a Participantby one or more Participating Companies during such individual’s period ofparticipation in one or more offering periods under the Plan plus (ii) anypre-tax contributions made by the Participant to any Code Section 401(k) salarydeferral plan or any Code Section 125 cafeteria benefit program now orhereafter established by the Corporation or any Corporate Affiliate plus (iii)all overtime payments, bonuses, commissions, current profit-sharingdistributions and other incentive-type payments.  However, Cash Earnings shall **not** include any contributions (other than Code Section401(k) or Code Section 125 contributions) made on the Participant’s behalf bythe Corporation or any Corporate Affiliate under any employee benefit orwelfare plan now or hereafter established.

**C.****                                    Code**shall mean the Internal Revenue Code of 1986, as amended.

**D.****                                    CommonStock** shall mean the Corporation’s common stock.

**E.****                                      CorporateAffiliate** shall mean any parent or subsidiary corporation of theCorporation (as determined in accordance with Code Section 424), whether nowexisting or subsequently established.

**F.****                                      Corporate Transaction** shall mean either of the followingstockholder-approved transactions to which the Corporation is a party:

**1.****                                     **amerger or consolidation in which securities possessing more than fifty percent(50%) of the total combined voting power of the Corporation’s outstandingsecurities are transferred to a person or persons different from the personsholding those securities immediately prior to such transaction;

**2.****                                     **thesale, transfer or other disposition of all or substantially all of the assetsof the Corporation in complete liquidation or dissolution of the Corporation;or

**3.****                                     **anacquisition in a single or series ofrelated transactions by any person or related group of persons (other than theCompany or by a Company-sponsored employee benefit plan) of beneficialownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of1934, as amended) of securities possessing more than fifty percent (50%) of thetotal combined voting power of the Company’s outstanding securities.

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

**H.****                                    EligibleEmployee** shall mean any person who is employed by a ParticipatingCorporation on a basis under which he or she is regularly expected to rendermore than twenty

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(20) hours of service per week for more than five (5)months per calendar year for earnings considered wages under Code Section3401(a).

**I.****                                         Fair Market Value** per share of Common Stock on any relevant dateshall be determined in accordance with the following provisions:

**1.****                                     **Ifthe Common Stock is are listed on one or more established stock exchanges ornational market systems, including without limitation The NASDAQ Global Select Market, The NASDAQGlobal Market and The NASDAQ Capital Market, itsFair Market Value shall be the closing sales price for such shares (or theclosing bid, if no sales were reported) as quoted on the principal exchange orsystem on which the Common Stock is listed (as determined by the Plan Administrator)on the date of determination (or, if no closing sales price or closing bid wasreported on that date, as applicable, on the last trading date such closingsales price or closing bid was reported), as reported in The Wall StreetJournal or such other source as the Plan Administrator deems reliable;

**2.****                                     **Ifthe Common Stock is regularly quoted on an automated quotation system(including the OTC Bulletin Board) or by a recognized securities dealer, its FairMarket Value shall be the closing sales price for such shares as quoted on suchsystem or by such securities dealer on the date of determination, but ifselling prices are not reported, the Fair Market Value of the Common Stockshall be the mean between the high bid and low asked prices for the CommonStock on the date of determination (or, if no such prices were reported on thatdate, on the last date such prices were reported), as reported in The WallStreet Journal or such other source as the Plan Administrator deems reliable;or

**3.****                                     **In the absence of an established market for theCommon Stock of the type described in (1) and (2), above, the Fair Market Valuethereof shall be determined by the Plan Administrator in good faith.

**J.****                                      1933Act** shall mean the Securities Act of 1933, as amended.

**K.****                                    Participant**shall mean any Eligible Employee of a Participating Corporation who is activelyparticipating in the Plan.

**L.****                                     ParticipatingCorporation** shall mean the Corporation and such Corporate Affiliate orAffiliates as may be authorized from time to time by the Board to extend thebenefits of the Plan to their Eligible Employees.  The current Participating Corporations in thePlan are listed in attached Schedule A.

**M.****                                  Plan**shall mean the Corporation’s Employee Stock Purchase Plan, as set forth in thisdocument.

**N.****                                    PlanAdministrator** shall mean the committee of two (2) or more non-employeeBoard members appointed by the Board to administer the Plan.

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**O.****                                   PurchaseDate** shall mean the last business day of each purchase period.  The initial Purchase Date shall mean January31, 1997.

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**EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)ENROLLMENT/CHANGE FORM**

(checkone)

o               Regular Employee

o                Associate
| SECTION 1:  |   | Action                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                 | Complete  Sections                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                  |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | o      | New Enrollment                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                 | 2, 3, 6, 7 and sign attached Stock Purchase  Agreement                                                                                                                                                                                                                                  |
| ACTION      | o      | Payroll Deduction Change                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                 | 2, 4 & 7                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                  |
|        | o      | Terminate Payroll Deductions                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 | 2, 5 & 7                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                  |
|        | o      | Beneficiary Change                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                 | 2, 6 & 7                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                  |
| SECTION 2   |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |   |
|        |   | Name                                                                                                                                                                                                                                                                                       | **    **                                                                                                                                                                                                                                                                                                         | **    **                                                                                                                                                                                                                                                            | **                                         ** | **    ** |   |
|        |   |                           Last                                 | First                                                                                                                                                                                                                                                     | MI                                     Dept # or  Branch #                                               |                                                                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
| PERSONAL    |   | Home or Mailing Address:                                                                                                                                                                                                                                                                                                                                    | **    **                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                    |
| DATA        |   |  

                                                                                                                                                                                                                                                                                                                                               | Street

**    **                                                                                                                                                                                                                                                                                                 |  

**    **                                                                                                                                                                                                                                                    |  

**    **                                                                                                                                                                                                                  |   |
|        |   |                                                                               | City                                                                                                                                                                                                                                                                                                                                 | State                                              Zip Code |                                                                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
|        |   | Social Security #  **               -      -               **                                                                                                           |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
| SECTION 3:  |   | Effective with the Purchase Period                                                                                                                                                                                                                                                                                                                          | Payroll Deduction Amount **     ** % of cash earnings*                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
| NEW         |   |                                                                                                                                                                                                                                                                                                                                                        |        *Must  be a multiple of 1% up to a maximum of 10% of cash earnings                                                                                                                                                                                                                         |
| ENROLLMENT  |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
| SECTION 4:  |   | Effective with the Pay  Period Beginning:                                                                                                                                                                                                                                                                                                                   |          I  authorize the following new level of payroll deduction:                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                     % of cash earnings*                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
| PAYROLL     |   | **    **                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 |
| DEDUCTION   |   | Month, Day and Year                                                                                                                                                                                                                                                                                                                                         |         *Must  be a multiple of 1% up to a maximum of 10% of cash earnings                                                                                                                                                                                                                   |
| CHANGE      |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |
|        |   | NOTE:                                                                                                                                                                                                                                                                                                                                                       | You may reduce your rate  of payroll deductions once per purchase period to become effective as soon as  possible following the filing of  the change form.  You may also increase your rate of payroll deductions to become effective as of the start date of the  next purchase period.                                       |                                                                                                                                                                                                                                                                                    |
| SECTION 5:  |   | Effective with the Pay  Period Beginning:                                                                                                                                                                                                                                                                                                                   | Your election to  terminate your payroll deductions for the                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    |
|        |   | ** **                                                                                                                                                                                                                                                                                                                                                  | balance of the purchase  period cannot be changed, and you may not rejoin the same purchase period at  a later date.  You will only be able to  resume participation in the ESPP at the beginning of the next purchase period.                                                                                                  |                                                                                                                                                                                                                                                                                    |
| TERMINATE   |   | **    **                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
| PAYROLL     |   | Month, Day and Year                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
| DEDUCTIONS  |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
|        |   | In connection with my  voluntary termination of payroll deductions (or an approved leave of  absence), I elect the following action regarding my ESPP payroll deductions  to date in the current purchase period:                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |
|        |   | **o**** **Purchase shares of Westaff, Inc., at end  of the period                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                 |
|        |   | OR                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
|        |   | **o**** **Refund ESPP payroll deductions collected                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
|        |   | NOTE:                                                                                                                                                                                                                                                                                                                                                       | If your employment  terminates for any reason or your eligibility status changes  (<20 hrs/wk or <5 months/yr), you will immediately cease to participate  in the ESPP and your ESPP payroll deductions collected in that purchase  period will automatically be refunded to you.                                              |                                                                                                                                                                                                                                                                                    |
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| SECTION 6:  |   | Beneficiary(ies)  Name                                                                                                                                                                                                                                                                                                                                      | Address                                                 Relationship of Beneficiary (ies) |
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| BENEFICIARY |   | ** **                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                 | **    **                                                                                                                                                                                                                                                            | **    **                                                                                                                                                                                                                          |
| INFORMATION |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |
|        |   | ** **                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                 | **    **                                                                                                                                                                                                                                                            | **    **                                                                                                                                                                                                                          |
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| SECTION 7:  |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |
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| SIGNATURE   |   |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
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|        |   | Signature of Employee                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                 | Date                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                  |
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**Pleasereturn original or fax to Human Resources #9913 Fax # (925) 952-2525                        ****Rev.07/06**

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**WESTAFF, INC.STOCK PURCHASE AGREEMENT**

I hereby elect to participate in the Employee StockPurchase Plan (the “ESPP”) beginning with the purchase period specified below,and I hereby subscribe to purchase shares of Common Stock of Westaff, Inc. (the“Corporation”) in accordance with the provisions of this Agreement and theESPP.  I hereby authorize payrolldeductions from each of my paychecks following my entry into the ESPP in the 1%multiple of my cash earnings (not to exceed a maximum of 10%) specified in myattached Enrollment/Change Form.

Purchase periods under the ESPP will run from thefirst business day in February to the last business day in July each year, andfrom the first business day in August each year to the last business day inJanuary of the following year. My participation will automatically remain ineffect from one purchase period to the next in accordance with this Agreementand my payroll deduction authorization, unless I withdraw from the ESPP orchange the rate of my payroll deduction or unless my employment statuschanges.  I may reduce the rate of mypayroll deductions once per purchase period, and I may increase the rate of mypayroll deductions to become effective at the start of any subsequent purchaseperiod.

My payroll deductions will be accumulated for thepurchase of shares of the Corporation’s Common Stock on the last business dayof each purchase period.  The purchaseprice per share shall be equal to 90% of the lower of (i) the fairmarket value per share of Common Stock on the start date of the purchase periodor (ii) the fair market value per share on the last day of that purchaseperiod.  I will also be subject to ESPPrestrictions (i) limiting the maximum number of shares which I may purchase onany one purchase date to 1,125 shares, for a maximum of 2,250 shares percalendar year and (ii) prohibiting me from purchasing more than $25,000 worthof Common Stock for each calendar year my purchase right remains outstanding.

I may withdraw from the ESPP at any time prior to thelast business day of a purchase period and elect either to have the Corporationrefund all my payroll deductions for that purchase period or to have thosepayroll deductions applied to the purchase of shares of the Corporation’sCommon Stock at the end of such period. However, I may not rejoin that particular purchase period at any laterdate.  Upon the termination of myemployment for any reason, including death or disability, or my loss ofeligible employee status, my participation in the ESPP will immediately ceaseand all my payroll deductions for the purchase period in which my employmentterminates or my loss of eligibility occurs will automatically be refunded.

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

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

The Corporation has the right, exercisable in its solediscretion, to amend or terminate the ESPP at any time, with such amendment ortermination to become effective immediately following the exercise ofoutstanding purchase rights at the end of any current purchase period.  Should the Corporation elect to terminate theESPP, I will have no further rights to purchase shares of Common Stock pursuantto this Agreement.

I have received acopy of the official Plan Summary and Prospectus summarizing the major featuresof the ESPP.  I have read this Agreementand the Plan Summary and Prospectus and hereby agree to be bound by the termsof both this Agreement and the ESPP.  Theeffectiveness of this Agreement is dependent upon my eligibility to participatein the ESPP.

Date:                                                                                                                                                                                                                                                                                                       Signatureof Employee

Entry Date:                                                                                            Printed Name:                                                       

 

**Pleasereturn original or fax to Human Resources #9913 Fax # (925) 952-2525                        ****Rev.07/06**

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