**Exhibit10.3.13.1**

**EMPLOYMENT AGREEMENT**

ThisEmployment Agreement (“Agreement”) deemed effective as of November 28, 2006 isentered into by and among Westaff Support, Inc., a California corporation(the “Company”) and Jeffrey A. Elias (the “Executive”). The parties agree tothe following terms and conditions of the Executive’s employment.

**1.  EMPLOYMENT.**  The Company hereby employs the Executive, andthe Executive hereby accepts such employment, upon the terms and subject to theconditions hereinafter set forth.

**2.  DUTIES.**

**(a)****                                 ****Positionand Responsibilities.**The Executive shall be employed as the Company’s SeniorVice President, Human Resource Director. The Executive shall have such responsibilities and duties as areconsistent with his position, and any other duties that the Company may assignto him.  The Executive shall devote hisfull working time, attention and energies to the performance of his duties forthe Company and the Executive shall at all times comply with the Company’sConflict of Interest Policy.

**(b)****                                 ****Term.**The Executive’semployment shall commence on November 28, 2006, and his employment shall be ofindefinite duration, subject to termination under Section 4 of thisAgreement. The Executive acknowledges that there is no express or implied agreementbetween him and the Company or any of its subsidiaries, whether domestic orforeign, for any specific period of employment or for continuing or long-termemployment.

**3.  COMPENSATION ANDBENEFITS.**  In consideration for theservices of the Executive, the Company shall compensate the Executive asfollows:

**(a)****                                 ****BaseSalary.**TheCompany shall pay the Executive an initial annual base salary of $190,000 (“BaseSalary”), less required and authorized withholdings, which shall be paid to theExecutive in accordance with the Company’s normal payroll practices andschedule.  The Company will periodicallyreview the Executive’s Base Salary and make appropriate adjustments as it shalldetermine in its sole discretion.

**(b)****                                 ****Benefits.**  As the Executive becomes eligible, he shallhave the right to participate in and to receive benefits from all present andfuture employee benefit plans specified in the Company’s policies and generallymade available to similarly situated employees of the Company. The amount andextent of benefits to which the Executive is entitled shall be governed by thespecific benefit plan, as amended.

**(c)****                                 ****Expenses.**TheCompany shall reimburse the Executive for all reasonable travel and otherbusiness expenses incurred by the Executive in the performance of his duties,in accordance with Company policies, as they may be amended in the Company’ssole discretion.

**(d)****                                 ****IncentiveCompensation.**The Executive shall be eligible for an annual bonus under the Company’s2007 Executive Incentive Plan, subject to the terms and conditions of thatPlan.  The Executive’s target bonusamount under the Company’s 2007 Executive Incentive Plan shall be 25% of hisBase Salary, however, the actual bonus amount (if any) shall be determinedaccording to the terms of that Plan.  TheExecutive may, at the Company’s sole discretion, be eligible for annualincentive compensation for future fiscal years pursuant to an executive bonusplan or other incentive compensation plan, which the Company may formulate inits discretion.  The Executive will notbe eligible for any bonus or incentive compensation payment if his

----

employment with the Company terminates for any reasonbefore such bonus or incentive compensation payment is earned or paid.

**(e)****                                 ****StockOptions. **Subject to approval fromthe Company’s Board of Directors (or a duly authorized committee of the Company’sBoard of Directors) (the “Board”),****theCompany will grant the Executive an option to purchase ten thousand (10,000)shares of the Company’s common stock (the “Option Shares”).  If approved, the terms of such grant(including but not limited to the vesting schedule for the Option Shares) shallbe stated in the Company’s Stock Option Agreement (the “Stock Option Agreement”)and the Company’s 2006 Stock Incentive Plan (the “Stock Option Plan”).  The date of grant and the exercise price pershare for the Option Shares shall be determined by the Board.

**(f)****                                   ****RelocationExpenses.  **The Executive shallrelocate from Palm Springs, California to the Walnut Creek, California area inorder to perform his duties and responsibilities under this Agreement.  In connection with that relocation, theCompany shall, subject to its review and approval, pay for (i) theExecutive’s actual and reasonable costs to relocate his personal belongingsfrom Palm Springs, California to the Walnut Creek, California area, not toexceed $15,000.00, and (ii) the Executive’s actual and reasonable costs oftemporary housing through February 1, 2007, not to exceed $12,000.00(collectively, the “Relocation Costs”).  If the Executive voluntarily resigns from theCompany within six (6) months from his date of hire, he shall reimburse theCompany for a pro-rated share of the Relocation Costs, which shall becalculated based on the number of days remaining before the Executive’sone-year anniversary with the Company divided by 365.

**4.  TERMINATION OFEMPLOYMENT.**

**(a)****                                 ****Terminationof Employment For Cause. **For purposes of thisAgreement, the Company may terminate the Executive employment for “Cause” atany time, without any notice, if the Executive does any one or more of thefollowing:

(i)                                     acts in bad faith, or inbreach of trust, to the detriment of the Company;

(ii)                                  refuses or fails to actin accordance with any policy of the Company or any specific direction or orderof the Company;

(iii)                               exhibits, in regard tohis employment and as determined by the Company in its sole discretion,unfitness or unavailability for service, unsatisfactory or inadequateperformance (including but not limited to the Executive’s failure or inabilityto meet the Company’s expectations, goals, standards and/or deadlines withrespect to his duties), misconduct, dishonesty, habitual neglect of duties orincompetence;

(iv)                              commits, is convictedof, or pleads no contest to a crime involving dishonesty, breach of trust,moral turpitude, or physical harm to any person;

(v)                                 breaches any materialterm of this Agreement or any other agreement that the Executive has enteredinto with the Company (including but not limited to his ConfidentialInformation and Invention Agreement);

(vi)                              dies; or

----

(vii)                           becomes disabled andtherefore unable to perform the essential duties of his position for a periodof more than 12 workweeks within any twelve (12)-month period.

If the Executive’s employment shall be terminated by theCompany for Cause as defined above, the Company shall pay the Executive hisearned but unpaid Base Salary and accrued but unused vacation pay, and shallprovide him benefits under the applicable benefit plans through the date oftermination and otherwise as required by law. The Executive shall not be eligible or entitled to a severance paymentdescribed in Section 4(b) below if his employment is terminated for Cause andno other compensation or benefits will accrue or be owed to the Executive forany period after the effective date of termination in the event of atermination for Cause.

**(b)****                                 ****Terminationby Employer Not For Cause. **The Company mayterminate the Executive’s employment at any time for any reason. If theExecutive’s employment is terminated without Cause, the Company shall pay theExecutive his earned but unpaid Base Salary, his accrued but unused vacationpay and his earned but unpaid annual incentive pay, if any, and shall providehim benefits under the applicable benefit plans through the date of terminationand otherwise as required by law.  Inaddition, the Executive shall be entitled to a severance payment, as set forthbelow (the “Severance Payment”), provided he signs a separation agreement andgeneral release of claims (to be prepared by the Company at the time oftermination) in exchange for such severance payment:

(i)                                     If the Executive’semployment is terminated without Cause within one year from his date of hire,Executive’s Severance Payment shall be equal to three (3) months’ pay at hiscurrent Base Salary, less required and authorized withholdings, which shall bepaid to the Executive in the form of salary continuation for a period of three(3) months following the effective date of termination, payable in accordancewith the Company’s normal payroll practices and schedule.

(ii)                                  If the Executive’semployment is terminated without Cause after Executive has completed one yearof continuous employment with the Company, Executive’s Severance Payment shallbe six (6) months’ pay at his current Base Salary, less required and authorizedwithholdings, which shall be paid to the Executive in the form of salarycontinuation for a period of six (6) months following the effective date oftermination, payable in accordance with the Company’s normal payroll practicesand schedule.

The Company shall be entitledto cease its payment of the Severance Payment in the event that the Executivebreaches or violates any of his obligations under this Agreement or hisConfidential Information and Invention Agreement (attached hereto as ExhibitA) during the applicable severance period. Notwithstanding any other provision of thisAgreement to the contrary, the Company, in its sole discretion and without theExecutive’s consent, may amend or modify this Agreement in any manner toprovide for the application and effects of Section 409A of the Internal RevenueCode (the “Code”) (relating to deferred compensation arrangements) and anyrelated regulatory or administrative guidance issued by the Internal RevenueService.  The Company shall have theauthority to delay the payment of any benefits described under this Agreementto the extent it deems necessary or appropriate to comply with Section409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees”of certain publicly-traded companies) and in such event, any such payments towhich the Executive would otherwise be entitled during the six (6) month periodimmediately following the Executive’s separation from service will be paid onthe first business day following the expiration of such six (6) month period.

----

**(c)****                                 ****Changeof Control.  **If, within twelve (12)months following a Change of Control (as that term is defined in the StockOption Plan), the Executive’s position or job is eliminated by the Company (orany successor) and Executive is not offered another position with the Companyor its successor that (i) is similar to his former position with respect toresponsibilities, skill level, and hours of work, and (ii) provides theExecutive with a base salary that is equal to at least 90% of his then-current Base Salary and within a 50 mile radius ofhis then current place of employment (a “Similar Position”), the Executive’semployment shall terminate as of the date his position or job is eliminated(which termination shall be deemed to be without Cause) and the Executive shallbe entitled to the Severance Payment described in Section 4(b) above (subjectto the terms and conditions set forth therein). If the Executive’s position or job is eliminated within twelve (12)months following a Change of Control and Executive is offered a SimilarPosition but declines to accept it, his employment will terminate and be deemeda voluntary resignation by the Executive pursuant to Section 4(d) below andExecutive shall not be entitled to the Severance Payment described in Section4(b) above.

**(d)****                                 ****Resignationby Executive.**At any time, the Executive may terminate his employment for any reasonby providing the Company two (2) weeks’ advance written notice. If the Executive’semployment is terminated due to the Executive’s resignation, the Company shallpay the Executive his earned but unpaid Base Salary and accrued vacation pay,and shall provide him benefits under the applicable benefit plans, through thedate of termination and otherwise as required by law.  The Executive shall not be entitled to theSeverance Payment under Section 4(b) if he resigns for any reason, and no othercompensation or benefits will accrue or be owed to the Executive for any periodafter the effective date of termination in the event of that he resigns for anyreason.

**5.  TERMINATIONOBLIGATIONS.**

**(a)****                                 ****Representationsand Warranties. **The Executive shallsign, as a condition of employment, the Company’s Confidential Information andInvention Agreement, a copy of which is attached hereto as Exhibit A.The representations and warranties contained in this Agreement and theExecutive’s obligations under his Confidential Information and InventionAgreement shall survive the termination of employment for any reason.  Nothingin this Agreement shall be deemed to modify or limit the Executive’sobligations under his Confidential Information and Invention Agreement, andnothing in the Confidential Information and Invention Agreement shall be deemedto modify or limit the Executive’s obligations under this Agreement.

**(b)****                                 ****Cooperationin Pending Work.**Following any termination of employment, the Executive shall fullycooperate with the Company in all matters relating to the winding up of pendingwork on behalf of the Company and the orderly transfer of work to otheremployees of the Company or any of its domestic subsidiaries.

**(c)****                                 ****Returnof Company Property. **All property including,without limitation, all equipment, tangible Proprietary Information as definedin Section 6(a), documents, books, records, reports, notes, contracts,lists, computer disks (and other computer-generated files and data), andcopies thereof, created on any medium and furnished to, obtained by, orprepared by the Executive in the course of or incident to his employment,belongs to the Company or any of its subsidiaries, whether domestic or foreign,and shall be returned promptly to the Company upon termination of employmentfor any reason. In addition, the Executive shall immediately return to orarrange for prompt delivery to the Company all equipment, supplies, keys,manuals, and other property or equipment of whatever nature in his possessionor control or which he may have entrusted to any other party.

----

**6. PROPRIETARY INFORMATION AND NON-SOLICITATION.**

**(a)****                                 ****ProprietaryInformation.**The Executive recognizes and acknowledges that certain assets of theCompany or its subsidiaries, whether domestic or foreign, constitute “ProprietaryInformation,” including all information that is known only to the Executive orthe Company or such subsidiaries, and relating to the business of the Companyor such subsidiaries (including, without limitation, information regardingemployees, clients, customers, bill and pay rates, employees’ pay and skills,pricing policies, methods of operation, operating manuals, sales, salestechniques, advertising materials, products, costs, markets, key personnel,formulae, product applications, technical processes, other statisticalinformation, confidential data, and trade secrets), and that protection of suchinformation is essential to the interests of the Company and such subsidiaries.

**(b)****                                 ****Non-Solicitationof Employees and Clients.**The Executive acknowledges and agrees that the pursuit ofactivities forbidden by this subsection would necessarily involve the use ordisclosure of Proprietary Information in breach of the Company’s ConfidentialInformation and Invention Agreement.  Toforestall this disclosure, use, and breach, and in consideration of theemployment under this Agreement, the Executive agrees that for a period of one(1) year after termination of his employment, he shall not, directly orindirectly, for or on behalf of anyother person, firm, corporation or other entity that directly competes with theCompany:  (i) solicit,induce, or influence any employee, consultant, or independent contractor of theCompany or any of its subsidiaries, whether domestic or foreign, to terminatehis or her employment or relationship with the Company or any of suchsubsidiaries or to work for any other business entity or person; or(ii) solicit (other than on behalf of the Company or such subsidiaries),divert, or attempt to divert the business of any client or customer of theCompany in any district, territory, state or country where the Company conductsbusiness, unless the Executive canprove that any action taken in violation of this Section 6(b) was taken withoutthe use of any of the Company’s Proprietary Information. For purposes ofthis non-solicitation covenant, a customer of the Company is defined as anyperson, firm or corporation that the Company or any of its subsidiaries hasserviced within one year preceding the termination of the Executive’semployment and with whom theExecutive is or became familiar as a result of his employment with the Company. ** **For purposes of this non-solicitationcovenant,****an employee of theCompany is defined as any person who has received salary or wages from theCompany or any of its subsidiaries within one year preceding the termination ofthe Executive’s employment and with whom theExecutive is or became familiar as a result of his employment with the Company.

**(c)****                                 ****Non-CompetitionDuring Severance Period.**In addition the restrictions set forth in Section 6(b)above, the Executive may not engage in any business activity that is or may becompetitive with the Company in any district, territory, state or country wherethe Company conducts business during any period in which the Executive isreceiving severance payments from the Company. Such period of non-competitionshall not exceed one (1) year following the date of employmenttermination.

**(d)****                                 ****InjunctiveRelief for Violation.**The Executive acknowledges that the obligations andrestrictions set forth in this Section 6 are reasonably necessary for theprotection of the Company’s business, goodwill, property, customer and employeerelationships.  The Executive further acknowledges that thecharacter, duration and geographical scope of his obligations under thisSection 6 are reasonable in light of the circumstances as they exist on thedate upon which this Agreement has been executed. The Executive recognizes that irreparable damage will result to theCompany in the event of any violation of his obligations under this Section 6and agrees to the

----

issuance of a restraining order and/or an injunctionagainst him for such a material violation in addition to any other legal orequitable remedies that the Company may have.

**7.  GENERAL.**

**(a)****                                 ****Severability.**If any provision of thisAgreement is or becomes invalid, illegal or unenforceable in any respect underany law, the validity, legality or enforceability of the remaining provisionshereof shall not in any way be affected or impaired.  If any provision of this Agreement is foundby a court of competent jurisdiction to be invalid, illegal or unenforceable, the affected provisions of this Agreementshall automatically and without requirement of further action by the parties bedeemed reformed solely to the extent required to render such provisions valid,enforceable and legal and this Agreement, including such reformed provisions,shall continue in full force and effect. If such reformation is not possible, then the affected provisions shallbe eliminated from this Agreement to the extent necessary to permit theremaining provisions to be enforced.

**(b)****                                 ****Counterparts.**ThisAgreement may be executed in multiple counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

**(c)****                                 ****EntireAgreement.**This Agreement, the Stock Option Agreement, the Confidential Informationand Invention Agreement, and the Company’s employment policies to the extentnot inconsistent with the provisions of this Agreement, contain the entireunderstanding of the parties, supersede all prior agreements and understandingsrelating to the subject matter and shall not be amended except by a writteninstrument hereafter signed by each of the parties.

**(d)****                                 ****Amendments;Waivers.**ThisAgreement may not be amended except by an instrument in writing, signed by eachof the parties. No failure to exercise and no delay in exercising any right,remedy, or power under this Agreement shall operate as a waiver thereof, norshall any single or partial exercise of any right, remedy, or power under thisAgreement preclude any other or further exercise thereof, or the exercise ofany other right, remedy, or power provided herein or by law or in equity.

**(e)****                                 ****Assignment;Successors and Assigns.**The Executive agrees that he will not assign, sell, transfer,delegate, or otherwise dispose of, whether voluntarily or involuntarily, or byoperation of law, any rights or obligations under this Agreement. Any suchpurported assignment, transfer, or delegation shall be void. Nothing in thisAgreement shall prevent the consolidation of the Company with, or its mergerinto, any other entity, or the sale by the Company of all or substantially allof its assets, or the otherwise lawful assignment by the Company of any rightsor obligations under this Agreement.  Subjectto the foregoing, this Agreement shall be binding upon and shall inure to thebenefit of the parties and their respective heirs, legal representatives,successors, and permitted assigns, and shall not benefit any person or entityother than those specifically enumerated in this Agreement.

**(f)****                                   ****GoverningLaw.**ThisAgreement and the performance hereof shall be construed and governed inaccordance with the laws of the State of California.

----

The parties have duly executedthis Agreement as of the date and year first above written.

|            |
|------------|
|       |
| ** ** | **EXECUTIVE:** |
| ** ** | ** ** |
|       | /s/ Jeffrey A.  Elias |   |
|       | Jeffrey A. Elias |
|       |   |
|       |   |
| ** ** | **COMPANY:** |
| ** ** | **WESTAFF  SUPPORT, INC.** |
| ** ** | ** ** |
| ** ** | ** ** |
| ** ** | **By:** | /s/ P.M. Newman | ** ** |
|       |   |
| ** ** | **Title: CEO** |
|            |  |  |  |  |

 

----