**Exhibit 10.3.9**

**EXECUTIONCOPY**

**TRANSITIONAND RELEASE AGREEMENT**

This Transition and Release Agreement (the “Agreement”) is entered intoas of April 30, 2007, by and among Westaff Support, Inc., (the “Company”),Westaff, Inc. (“Parent”) and Patricia M. Newman (“Executive”) (collectively,the “Parties”).

1              **Resignation as ChiefExecutive Officer and Board Member.** Executive shall resign from her positions as the Company’sPresident and Chief Executive Officer, and from her position on Parent’s Boardof Directors (the “Board”), effective on May 1, 2007 (the “Effective Date”).Within ten (10) business days following the later of (a) the Effective Date and(b) the date upon which Executive signs this Agreement, Executive shall receivea lump-sum severance payment equal to one (1) year of her current base salary,in accordance with Section 7(b) of her Employment Agreement dated March 16,2005 (the “Employment Agreement”). For avoidance of doubt, the Partiesacknowledge that this lump-sum severance payment will equal Four Hundred FiftyThousand Dollars ($450,000), less applicable tax withholdings.

2.             **Equity.** On the Effective Date, (a) all ofExecutive’s outstanding options to purchase common stock of the Company datedApril 7, 2005, August 15, 2000 and August 14, 2002 shall become fully vestedand exercisable, and (b) all shares of Company restricted stock held byExecutive shall become fully vested. The exercise period for Executive’s vestedoptions shall expire ninety (90) days following the Service Termination Date(as defined below). As provided in Section 12 (“Net Exercise”) of thisAgreement, Executive may exercise those options by paying the net exerciseprice in stock that is the subject of the options, and that net exercise of theoptions may be accomplished on any day, notwithstanding otherwise applicablerestrictions on trading of shares by an executive, director, or formerexecutive or director of Company..

3.             **TransitionalAssistance.** TheParties have agreed that after the Effective Date, Executive shall serve theCompany as a consultant through September 1, 2007 (the “Service TerminationDate”) at which time her further consulting services to the Company willterminate. Executive will serve as a consultant to the Company from theEffective Date through the Service Termination Date (the “Transition Period”),to provide transitional support to members of management, and will serve as anadvisor to the Board and attend meetings of the Board as requested by Parent.During the Transition Period, Executive will continue to receive her currentbase salary and Allowance and maintain her current employee benefits coveragein the form of COBRA continuation coverage paid for by the Company. On theEffective Date, Executive shall receive payment of her accrued but unusedvacation time and any accrued but unpaid Allowance and base pay for the periodthrough the Effective Date. On the Service Termination Date, Executive shallreceive payment of any accrued but unpaid Allowance and base pay through theService Termination Date. Except as specifically provided herein, all benefitsand perquisites of employment will cease as of the Service Termination Date orearlier termination by Executive of her consulting services.

4.             **Completion Payment.** Executive shall be eligible for an additionallump sum payment of Two Hundred Thousand Dollars ($200,000), less applicabletax withholdings,

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following completion of the Transition Period (the “CompletionPayment”). Executive shall receive this payment within ten (10) business daysfollowing the earlier of (a) the Effective Date and (b) the date upon whichExecutive signs the General Release of Claims attached hereto as Exhibit A.Executive shall be eligible to receive the Completion Payment if she isterminated by the Company without “Cause”. Executive shall not, however, beeligible for any portion of the Completion Payment if she resigns from herengagement as a consultant with the Company prior to the Service TerminationDate, or if her engagement as a consultant is terminated by the Company forCause. For purposes of this Agreement, “Cause” shall be defined in accordancewith Section 7(a) of the Employment Agreement.

5.             **Release of Claims.** In exchange for the benefits providedherein, Executive completely releases the Company, Parent, its and theiraffiliated, related, parent or subsidiary corporations, and its and theirpresent and former directors, officers, and employees from, and agrees not tofile, cause to be filed, or otherwise pursue, any and all claims Executive maynow have or has ever had against any of them, including but not limited toclaims for compensation, bonuses, severance pay, stock options, and all claimsarising from Executive’s employment or the termination of that employment(including, without limitation, any claims arising under the Title VII of theCivil Rights Act of 1964, the Age Discrimination in Employment Act, the WARNAct or any state counterpart, the California Fair Employment and Housing Act,or any other claims for violation of any federal, state, or municipalstatutes), and any and all claims for attorneys’ fees and costs.

Notwithstanding the foregoing, the Company and Parent are not releasedfrom any obligations (whether under their Certificate of Incorporation, Bylaws,applicable state law, any indemnification agreement or otherwise) to indemnifyand defend Executive from and against all claims brought against Executive byshareholders or third parties, including without limitation any shareholderderivative suit, by reason of her status as an officer or director of theCompany or Parent or the actions of the Company or Parent or the Board ofDirectors of the Company or Parent while she was an officer or director(collectively “Indemnification Claims”.) As such, any obligations of Parentunder any Indemnification Agreement between Parent and Executive shall continueto be in effect with respect to such Indemnification Claims.

Executive acknowledges thatshe has 21 days to consider this Agreement (but may elect to sign it at anytime beforehand), and may consult an attorney in doing so. Executive alsoacknowledges that she may revoke this Agreement within 7 days of signing it bysending a certified letter to that effect to Westaff, Inc., 298 North WigetLane, Walnut Creek, California 94598 Attention: Chief Financial Officer.Executive understands and agrees that this Agreement shall not become effectiveor enforceable and no payments or benefits will be provided hereunder until the7-day revocation period has expired.

Effective upon Executive’s release of claims if she does not revokethis Agreement during the 7-day period, Company and Parent release Executivefrom all claims, known or unknown, and waive any rights under Section 1542 ofthe California Civil Code set out in Section 6 below.

6.             **Waiver of Unknown Claims.** Executive agrees that because theforegoing release specifically covers known and unknown claims, Executivewaives any rights under Section 1542 of the California Civil Code, or under anycomparable law of any other 

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jurisdiction. Section 1542 states: “A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his or her favor at the time of executing the release, which ifknown by him or her must have materially affected his or her settlement withthe debtor.”

7.             **Non-Disclosure ofCompany Information.** Executiveagrees to keep confidential and not to disclose any and all trade secrets orconfidential information of the Company and/or its customers, including, butnot limited to, customer lists, business plan information, terms and conditionsof sales, and confidential personnel information. Executive acknowledges hercontinuing obligations under the Confidentiality, Invention, Design Agreementdated May 19, 2005 that she signed as a condition of her employment with theCompany.

8.             **Dispute Resolution.** The Parties agree that any and alldisputes arising out of the terms of this Agreement, their interpretation, andany of the matters herein being released, shall be subject to final and bindingarbitration in San Francisco, California before the American ArbitrationAssociation under its Commercial Arbitration Rules In any such arbitration, theprevailing party shall be entitled to injunctive relief in any court ofcompetent jurisdiction to enforce the arbitrator’s award and shall be awardedits reasonable attorney’s fees and costs.

9.             **Entire Agreement.** This Agreement represents the entireagreement and understanding between the Parties, supersedes and replaces anyand all prior agreements and understandings between them, and shall not bemodified in any way except in writing executed by all Parties. The Partiesfurther agree that, if any term or portion contained herein shall be found tobe unenforceable under applicable law, such finding shall not invalidate thewhole Agreement, but the Agreement shall be construed as not containing theparticular term or portion held to be invalid and the rights and obligations ofthe Parties shall be construed and enforced accordingly. This Agreement shallbe governed by California law.

10.           **Counterparts.** This Agreement may be executed inseparate counterparts, each of which is deemed to be an original and all ofwhich taken together constitute one and the same agreement.

11.           **Acknowledgement.** The Parties acknowledge that (i) theyhave read and understand the Agreement and they are fully aware of its legaleffect; (ii) they have had an opportunity to consult with counsel in regard tothis Agreement; and (iii) they are entering into this Agreement freely andvoluntarily, and based on each Party’s own judgment and not on anyrepresentations or promises made by any other Party, other than those containedin this Agreement.

12.           **Net Exercise.** In lieu of cash exercising heroptions referred to in section 2 (“Equity”) of this Agreement, Executive mayelect to receive shares equal to the value of her option or options (or theportion thereof being exercised) by notice of such election in writing, inwhich event the Company shall issue to the holder hereof a number of shares ofits Common Stock computed using the following formula:

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X = Y(A-B)/A
| Where  |   | X | — |   | The number of shares of Common Stock to be issued to  the holder of the options being exercised. |
|--------|--------|---|--------|--------|--------------------------------------------------------------------------------------------------|
|   |   | Y | — |   | The number of shares of purchasable under the  exercised options.                                |
|   |   | A | — |   | The fair market value of one share of the Company’s  Common Stock.                          |
|   |   | B | — |   | The Exercise Price (as adjusted to the date of such  calculations).                              |

 

For purposes of this Paragraph 12, the fair marketvalue of the Common Stock, if publicly traded, shall be reported closing priceof the Shares for the day immediately preceding the exercise of this Warrant.If the Shares are not publicly traded, their fair market value shall be theprice per share that the Company could obtain from a willing buyer for sharesof Common Stock sold by the Company from authorized but unissued shares, assuch prices shall be determined by reference to the most recent sale orissuance by the Company of Common Stock.

13.           **Press Release.** Company agrees to issue a pressrelease, substantially similar to that set forth on Exhibit B and mutuallyagreeable to Executive and Company (the “Agreed Press Release”), describingExecutive’s change of status, on or before May 3, 2007 and agrees to post andmaintain the Agreed Press Release on the Company’s Web site along with itsother news releases for 2007.

14.           **Recommendation.** Parent agrees to have its director ordirectors provide a letter of recommendation at Executive’s requestsubstantially similar to that separately agreed between Executive and Parent(the “Recommendation Letter”) and to cause Janet Brady or another appropriateperson knowledgeable about Executive’s performance during her tenure as CompanyCEO to provide a telephonic reference for Executive substantially similar tothe Recommendation Letter at Executive’s request.

15.           **Office Furniture.** Executive currently uses officefurniture provided to her to be ergonomically tailored to her use to avoid backor neck strain (the “Personalized Furniture”). Company agrees to continue topermit Executive’s use of the Personalized Furniture during the TransitionPeriod, and at her request to provide her with the Personalized Furniture atthe Service Termination Date.

16.           **Executive’s Legal andAccounting Fees.** Uponreasonable documentation of the costs, Company agrees to reimburse Executivefor her reasonable attorneys’ fees, not to exceed $10,000, in connection withthe drafting, review and negotiation of this Agreement and the transitionservices, termination of employment, and mutual release it contemplates. Uponreasonable documentation of the costs, Company agrees to provide, on a timelybasis, form 1099s and other tax information necessary for Executive to file hertax returns in connection with the transactions contemplated in this Agreement andagrees to reimburse Executive for her reasonable accounting and tax planningcosts, not to exceed $10,000, associated with her separation from the companyand exercise of the options and vesting of the restricted stock as provided inthis Agreement. Otherwise, except as expressly provided, each of Company andExecutive will bear their own attorneys’ fees and other professional fees inconnection with the negotiation and enforcement of this Agreement.

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The parties have duly executed this Agreement as of the date(s)indicated below. 

EXECUTIVE:
| /s/ P. M. Newman            |                    | Date: April 30, 2007 |
|-----------------------------|-------------------------|----------------------|
| Patricia M.  Newman         |                    |                 |
|                        |                    |                 |
| COMPANY:                    |                    |                 |
|                        |                    |                 |
| Westaff Support,  Inc.      |                    |                 |
|                        |                    |                 |
|                        |                    |                 |
| By:                         | /s/ Bonnie A.  McDonald |                 | Date: April 30, 2007 |
| Name: Bonnie A.  McDonald   |                    |                 |
| Title:  Vice President |                    |                 |
|                        |                    |                 |
| PARENT:                     |                    |                 |
|                        |                    |                 |
| Westaff, Inc.               |                    |                 |
|                        |                    |                 |
|                        |                    | Date: April 30, 2007 |
| By:                         | /s/ Ronald D. Stevens   |                 |   |
| Name: Ronald D. Stevens     |                    |                 |
| Title:  Director       |                    |                 |

 

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**EXHIBIT A**

**GENERAL RELEASE OF CLAIMS**

In accordance with Section 3 of the Transition and Release Agreementdated April 30, 2007, by and among Westaff Support, Inc., (the “Company”),Westaff, Inc. (“Parent”) and Patricia M. Newman (“Executive”) (the “Agreement”),Executive has elected to enter into this General Release of Claims (“Release”)on the following terms:

In exchange for the Completion Payment provided under Section 3 of theAgreement, Executive completely releases the Company, Parent, its and theiraffiliated, related, parent or subsidiary corporations, and its and theirpresent and former directors, officers, and employees from, and agrees not tofile, cause to be filed, or otherwise pursue, any and all claims Executive maynow have or has ever had against any of them, including but not limited toclaims for compensation, bonuses, severance pay, stock options, and all claimsarising from Executive’s employment or the termination of that employment(including, without limitation, any claims arising under the Title VII of theCivil Rights Act of 1964, the Age Discrimination in Employment Act, the WARNAct or any state counterpart, the California Fair Employment and Housing Act,or any other claims for violation of any federal, state, or municipalstatutes), and any and all claims for attorneys’ fees and costs.

Executive agrees thatbecause this Release specifically covers known and unknown claims, Executivewaives any rights under Section 1542 of the California Civil Code, or under anycomparable law of any other jurisdiction. Section 1542 states: A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his or her favor at the time of executing the release, which ifknown by him or her must have materially affected his or her settlement withthe debtor.”

Notwithstanding theforegoing, the Company and Parent are not released from any obligations(whether under their Certificate of Incorporation, Bylaws, applicable statelaw, any indemnification agreement or otherwise) to indemnify and defendExecutive from and against all claims brought against Executive by shareholdersor third parties, including without limitation any shareholder derivative suit,by reason of her status as an officer or director of the Company or Parent orthe actions of the Company or Parent or the Board of Directors of the Companyor Parent while she was an officer or director (collectively “IndemnificationClaims”.) As such, any obligations of Parent under any IndemnificationAgreement between Parent and Executive shall continue to be in effect withrespect to such Indemnification Claims.

Executive acknowledges that Executive has 21 days to consider thisRelease (but may elect to sign it at any time beforehand), and may consult anattorney in doing so. Executive also acknowledges that she may revoke thisRelease within 7 days of signing it by sending a certified letter to thateffect to Westaff, Inc., 298 North Wiget Lane, Walnut Creek, California 94598Attention: Chief Financial Officer. Executive understands and agrees that thisRelease shall not become effective or enforceable and no payments or benefitswill be provided until the 7-day revocation period has expired.

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Executive acknowledges thatshe has read this Release, fully understands all of its provisions and the consequencesof signing it, and agrees to all of its conditions.
| EXECUTIVE:          |
|---------------------|
|                |
|                |
| /s/ P. M. Newman    |   | Date: | April 30, 2007 |
| Patricia M.  Newman |

 

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