Exhibit 10.3.6.2

WESTAFF, INC.  NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Westaff, Inc. (the "Corporation"):

Optionee:Tom D. Seip

Grant Date:May 1, 2001

Vesting Commencement Date:May 1, 2001

Exercise Price:$2.05 per share

Number of Option Shares:256,100 shares

Expiration Date:April 30, 2011

Type of Option:Non-Statutory Stock Option

Exercise Schedule:The Option shall vest in accordance with the following schedule. In no event shall the Option become
exercisable for any additional Option Shares after Optionee's cessation of Service.

Date

Vested Option SharesVesting Commencement Date

101,220First Anniversary of the Vesting Commencement Date

76,220Second Anniversary of the Vesting Commencement Date

51,220Third Anniversary of the Vesting Commencement Date

26,220Fourth Anniversary of the Vesting Commencement Date

1,220


Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Westaff, Inc. 1996 Stock Option/Stock Issuance Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee hereby acknowledges
receipt of a copy of the official prospectus for the Plan and a copy of the Plan in the forms attached hereto as Exhibit B.

The
foregoing provisions of this section are pursuant to the terms of the Employment Agreement.

No Employment or Service Contract.Nothing in this Grant Notice or in the attached Stock Option Agreement or in the
Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause,
subject to the terms of any effective employment agreement between the Corporation (or any Parent or Subsidiary employing or retaining Optionee) and Optionee.

Definitions.All capitalized terms in this Grant Notice shall have the meaning assigned to them in this Grant Notice or
in the attached Stock Option Agreement.

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Date:  May 1, 2001

| |  | WESTAFF, INC.           
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  |                         
| |  |                         
| |  |                         
| |  |                         
| |  |                         
| |  | Address: 30 Ridge Lane  
| |  | Orinda, California 94563

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EXHIBIT A    STOCK OPTION AGREEMENT

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WESTAFF, INC.  STOCK OPTION AGREEMENT

RECITALS

A.  The
Corporation has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of
directors of any Parent or Subsidiary and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

B.  Optionee
is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation's grant of an option to Optionee.

C.  All
capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.



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EXHIBIT I    NOTICE OF EXERCISE

I hereby notify Westaff, Inc. (the "Corporation") that I elect to purchase shares of the Corporation's Common Stock (the "Purchased Shares") at the
option exercise price of $2.05 per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 1996 Stock Option/Stock Issuance Plan on
May 1, 2001.

Concurrently
with the delivery of this Notice of Exercise to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the
provisions of my agreement with the Corporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for
exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price for any Purchased Shares in which I am
at the time vested.

|                                                                             |         
|---------------------------------------------------------------------------- | --------
|                                                                             | , 200   
|Date                                                                         |         
|                                                                             | Optionee
|                                                                             | Address:
|                                                                             |         
|                                                                             |         
|Print name in exact manner it
is to appear on the stock
certificate:         |         
|                                                                             |         
|Address to which certificate
is to be sent, if different from
address above: |         
|                                                                             |         
|                                                                             |         
|Social Security Number:                                                      |         
|                                                                             |         
|Employee Number:                                                             |         
|                                                                             |         

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APPENDIX

The following definitions shall be in effect under the Agreement:

A.Agreementshall mean this Stock Option Agreement.

B.Boardshall mean the Corporation's Board of Directors.

C.Causeshall mean as such term is expressly defined in the Employment Agreement.

D.Change in Controlshall mean a change in ownership or control of the Corporation effected through either of the
following transactions:



E.Codeshall mean the Internal Revenue Code of 1986, as amended.

F.Common Stockshall mean the Corporation's common stock, with par value of $0.01 per share.

G.Corporate Transactionshall mean either of the following stockholder approved transactions to which the Corporation
is a party:



H.Corporationshall mean Westaff, Inc., a Delaware corporation.

I.Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to
the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

J.Employment Agreementshall mean the Employment Agreement, effective as of May 1, 2001, among Optionee, the
Corporation and Westaff Support, Inc., or any successor employment agreement entered into between Optionee, the Corporation and/or any Parent or Subsidiary employing or retaining Optionee from
time to time.

K.Exercise Dateshall mean the date on which the option shall have been exercised in accordance with
Paragraph 9 of the Agreement.

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L.Exercise Priceshall mean the exercise price per share as specified in the Grant Notice.

M.Expiration Dateshall mean the date on which the option expires as specified in the Grant Notice.

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



O.Grant Dateshall mean the date of grant of the option as specified in the Grant Notice.

P.Grant Noticeshall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee
has been informed of the basic terms of the option evidenced hereby.

Q.Hostile Take-Overshall mean a change in ownership of the Corporation effected through the following
transaction:



R.Immediate Familyshall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing Optionee's household (other than a tenant or employee), a trust
in which these persons (or Optionee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or Optionee) control the management of assets, and any other
entity in which these persons (or Optionee) own more than fifty percent (50%) of the voting interests.

S.Incentive Optionshall mean an option which satisfies the requirements of Code Section 422.

T.Non-Statutory Optionshall mean an option not intended to satisfy the requirements of Code
Section 422.

U.Notice of Exerciseshall mean the notice of exercise in the form attached hereto as Exhibit I.

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V.Option Sharesshall mean the number of shares of Common Stock subject to the option as specified in the Grant
Notice.

W.Optioneeshall mean the person to whom the option is granted as specified in the Grant Notice.

X.Parentshall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.

Y.Permanent Disabilityshall mean the inability of Optionee to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more.

Z.Planshall mean the Corporation's 1996 Stock Option/Stock Issuance Plan, as amended and restated from time to time.

AA.Plan Administratorshall mean either the Board or a committee of Board members, to the extent the committee is at
the time responsible for the administration of the Plan.

BB.Serviceshall mean Optionee's performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor.

CC.Stock Exchangeshall mean the American Stock Exchange or the New York Stock Exchange.

DD.Subsidiaryshall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain.

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