**EXHIBIT 10.2**

**WESTAFF,INC.**

**INTERNATIONALEMPLOYEE STOCK PURCHASE PLAN**

(As Amended and Restated July 26, 2006)

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

This International EmployeeStock Purchase Plan is intended to promote the interests of Westaff, Inc. byproviding eligible employees of the Corporation’s Foreign Subsidiaries with theopportunity to acquire a proprietary interest in the Corporation through thepurchase of shares of the Corporation’s Common Stock at periodic intervals.

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.  Decisions of the PlanAdministrator shall be final and binding on all parties having an interest inthe 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 onehundred eighty-seven thousand and five hundred (187,500) shares.

**B.****                                   **Should any change be made to the Common Stock byreason of any stock split,  stockdividend, recapitalization, combination of shares, exchange of shares or otherchange affecting the outstanding Common Stock as a class without theCorporation’s receipt of consideration, appropriate adjustments shall be madeto (i) the maximum number and class of securities issuable under the Plan, (ii)the maximum number and class of securities purchasable per Participant on anyone Purchase Date and (iii) the number and class of securities and the priceper share in effect under each outstanding purchase right in order to preventthe dilution or enlargement of benefits thereunder.

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**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 shall have been sooner terminated.  The Board shall have the power to change theduration of purchase periods (including the commencement and termination datesthereof) with respect to future purchase periods without shareholder approvalif such change is announced at least fifteen (15) days prior to the scheduledbeginning of the first purchase period to be affected 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 andfrom the first business day in August to the last business day in January ofthe following year.  The first purchaseperiod began on November 3, 1996 and ended on the last business day in January1997.

**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.  However, each individual who is an EligibleEmployee of a Foreign Subsidiary which designates an Effective Date that is notthe start date of a purchase period shall be eligible to participate in thePlan for the purchase period during which the Effective Date occurs beginningwith such Effective Date.

**B.****                                   **To participate in the Plan for a particularpurchase period, the Eligible Employee must complete the enrollment/changeforms prescribed by the Plan Administrator and file such forms with the PlanAdministrator (or its designate) on or before the start date of the purchaseperiod.

**VI.****                                PAYMENTFOR THE SHARES**

**A.****                                   **Exceptto the extent otherwise provided in the Plan (or any Addendum thereto) orauthorized by the Plan Administrator, the purchase price for the shares ofCommon Stock acquired under the Plan shall be paid from accumulated payrolldeductions authorized by the Participant.

**B.****                                   **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%).  The deductionrate 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.

**C.****                                   **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 payroll

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deductions so collected shall be credited to theParticipant’s book account under the Plan, initially in the currency in whichpaid by the Foreign Subsidiary.  Exceptto the extent otherwise provided by the Plan Administrator (or any Addendum tothe Plan), no interest shall be paid on the balance from time to timeoutstanding in such account and the amounts collected from the Participantshall not be held in any segregated account or trust fund and may be commingledwith the general assets of the Corporation and used for general corporatepurposes.

**D.****                                   **Thepayroll deductions credited to each Participant’s book account during eachcalendar month shall be converted into U.S. Dollars on the Exchange Date forthat month on the basis of the exchange rate in effect on such date.  The Plan Administrator shall have theabsolute discretion to determine the applicable exchange rate to be in effectfor each Exchange Date by any reasonable method (including, without limitation,the exchange rate actually available in the ordinary course of business on suchdate).  Any changes or fluctuations inthe exchange rate at which the payroll deductions collected on the Participant’sbehalf are converted into U.S. Dollars on each Exchange Date shall be bornesolely by the Participant.

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

**F.****                                     **The Participant’s acquisition of Common Stockunder the Plan on any Purchase Date shall neither limit nor require theParticipant’s acquisition of Common Stock on any subsequent Purchase Date.

**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.

Under no circumstances shallpurchase rights be granted under the Plan to any Eligible Employee if suchindividual would, immediately after the grant, own (within the meaning of CodeSection 424(d)) or hold outstanding options or other rights to purchase, stockpossessing five percent (5%) or more of the total combined voting power orvalue of all classes of stock of the Corporation or 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.  Thepurchase shall be effected by applying the Participant’s payroll deductions (asconverted into U.S. Dollars) for the purchase period ending on such PurchaseDate to the purchase of shares of Common Stock (subject to the limitation onthe maximum number of shares purchasable per Participant on any one PurchaseDate) at the purchase price in effect for that purchase period.

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**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 (as converted intoU.S. Dollars) during the purchase period ending with that Purchase Date by thepurchase price in effect for that Purchase Date.  However, the maximum number of shares ofCommon Stock purchasable per Participant on any one Purchase Date shall notexceed one thousand one hundred twenty-five (1,125) shares, subject to periodicadjustments in the event of certain changes in the Corporation’scapitalization.

**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 in the currency in whichcollected.

**F.****                                      Terminationof Purchase Right.**  The followingprovisions shall govern the termination 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 Plan Administrator (or its designate), and no further payrolldeductions shall be collected from the Participant with respect to theterminated purchase right.  Any payrolldeductions collected during the purchase period in which such terminationoccurs shall, at the Participant’s election, be immediately refunded in thecurrency in which collected or held for the purchase of shares on the nextPurchase Date.  If no such election ismade at the time such purchase right is terminated, then the payroll deductionscollected with respect to the terminated right shall be refunded as soon aspossible.

**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 prescribed enrollmentforms) on or before the start date of the new purchase period.

**3.****                                     **Shouldthe Participant cease to remain an Eligible Employee for any reason (includingdeath, disability or change in status) while his or her purchase right remainsoutstanding, then that purchase right shall immediately terminate, and all ofthe Participant’s payroll deductions for the purchase period in which thepurchase right so terminates shall be immediately refunded in the currency inwhich collected.  However, should theParticipant cease to remain in active service by reason of an approved unpaidleave of absence, then the Participant shall have the right, exercisable upuntil the last

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business day of thepurchase period in which such leave commences, to (a) withdraw all the payrolldeductions collected to date on his or her behalf during such purchase periodor (b) have such funds held for the purchase of shares on the next scheduledPurchase Date.  In no event, however,shall any further payroll deductions be collected on the Participant’s behalfduring such leave.  Upon the Participant’sreturn to active 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.****                                    Transferof Employment.**  In the event thata Participant who is an Employee of a Foreign Subsidiary is transferred andbecomes an Employee of the Corporation during a purchase period under the Plan,such individual shall continue to remain a Participant in the Plan and payrolldeductions shall continue to be collected until the next purchase date as ifthe Participant had remained an Employee of the Foreign Subsidiary.

Inthe event that an Employee of the Corporation who is a participant in the U.S.Plan is transferred and becomes an Employee of a Foreign Subsidiary during apurchase period in effect under the U.S. Plan, such individual shallautomatically become a Participant under the Plan for the duration of thepurchase period in effect at that time under the Plan and the balance in suchindividual’s book account maintained under the U.S. Plan shall be transferredas a balance to a book account opened for such individual under the Plan.  Such balance, together with all other payrolldeductions collected from such individual by the Foreign Subsidiary for theremainder of the purchase period under the Plan (as converted into U.S.Dollars), shall be applied on the next purchase date to the purchase of Stockunder the Plan.

**H.****                                    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.

For purposes of thisSubsection, a purchase right granted under the Plan shall be deemed to beassumed if, in connection with the Corporate Transaction, the purchase right isreplaced with a comparable purchase right with respect to shares of thesuccessor corporation or parent

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thereof.  The determination ofpurchase right comparability shall be made by the Plan Administrator prior tothe Corporate Transaction and its determination shall be final, binding andconclusive on all persons.

**I.****                                         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.

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

**K.****                                    StockholderRights.**  A Participant shall haveno stockholder rights with respect to the shares subject to his or heroutstanding purchase right until the shares are purchased on the Participant’sbehalf in accordance with the provisions of the Plan and the Participant hasbecome a holder of record 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 such accrual,when aggregated with (i) rights to purchase Common Stock accrued under anyother purchase right granted under this Plan and (ii) similar rights accruedunder 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 ThousandU.S. Dollars (U.S. $25,000) worth of stock of the Corporation or any CorporateAffiliate (determined on the basis of the Fair Market Value of such stock onthe date or dates such rights are granted) for each calendar year such rightsare at any time 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.****                                     **No right to acquire Common Stock under anyoutstanding purchase right shall accrue to the extent the Participant hasalready accrued in the same calendar year the right to acquire Common Stockunder one (1) or more other purchase rights at a rate equal to Twenty-FiveThousand U.S. Dollars (U.S. $25,000) worth of Common Stock (determined on thebasis of the Fair Market Value per share on the date or dates of grant) foreach calendar year such rights were at any time outstanding.

**C.****                                   **Ifby reason of such accrual limitations, any purchase right of a Participant doesnot accrue for a particular purchase period, then the payroll deductions whichthe Participant made during that purchase period with respect to such purchaseright shall be promptly refunded.

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**D.****                                   **In the event there is any conflict between theprovisions of this Article and one or more provisions of the Plan or anyinstrument issued thereunder, the provisions of this Article shall becontrolling.

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

**A.****                                   **ThePlan was adopted by the Board on October 15, 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 the Corporation had complied with all applicable requirementsof the 1933 Act (including the registration of the shares of Common Stockissuable under the Plan on a Form S-8 registration statement filed with theSecurities and Exchange Commission), all applicable listing requirements of anystock exchange (or the Nasdaq Global Market, if applicable) on which the CommonStock is listed for trading and all other applicable requirements establishedby law or regula­tion.  In the event 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.****                                   **Unlesssooner terminated by the Board, the Plan shall terminate upon the earliestto occur of (i) the last business day in January 2017, (ii) the date onwhich all shares available for issuance under the Plan shall have been soldpursuant to purchase rights exercised under the Plan or (iii) the date on whichall purchase rights are exercised in connection with a Corporate Transaction.  No further purchase rights shall be grantedor exercised, and no further payroll deductions shall be collected, under thePlan following such termination.

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

The Board may alter,amend, suspend or discontinue the Plan at any time to become effectiveimmediately following the close of any purchase period.

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

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by each, to terminate such person’s employment at anytime for any reason, with or without cause.

**C.****                                   **Exceptto the extent otherwise provided in any Addendum to the Plan, the provisions ofthe Plan shall be governed by the laws of the State of California withoutresort to that State’s conflict-of-laws rules.

**D.****                                   **AForeign Subsidiary or the Plan Administrator, as the case may be, shall havethe right to deduct from any payment to be made under this Plan, or tootherwise require, prior to the issuance or delivery of any shares of CommonStock or the payment of any cash, payment by each Participant of any taxrequired by applicable law to be withheld.

**E.****                                     **Additionalprovisions for individual Foreign Subsidiaries may be incorporated in one ormore Addenda to the Plan.  Such Addendashall have full force and effect with respect to the Foreign Subsidiaries towhich they apply.  In the event of aconflict between the provisions of such an Addendum and one or more otherprovisions of the Plan, the provisions of the Addendum shall be controlling.

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**Schedule A**

# **CURRENTLIST OF PARTICIPATING COMPANIES**

Westaff (U.K.)Limited

Westaff(Australia) Pty Ltd

Westaff NZ Limited

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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 Foreign Subsidiaries during such individual’s period ofparticipation in one or more purchase periods under the Plan plus (ii) allovertime payments, bonuses, commissions, current profit-sharing distributionsand other incentive-type payments. However, Cash Earnings shall **not** include anycontributions made on the Participant’s behalf by the Corporation or anyCorporate Affiliate under any employee benefit or welfare plan now or hereafterestablished.

**C.****                                    Code**shall mean the U.S. 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, whether now existing or subsequently established.

**F.****                                      CorporateTransaction**shall mean either ofthe following stockholder-approved transactions to which the Corporation is aparty:

**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.****                                    EffectiveDate** shall mean November 3, 1996. Any Foreign Subsidiary which elects, with the approval of the Board, toextend the benefits of this Plan to its employees after such Effective Dateshall designate a subsequent Effective Date with respect to itsemployee-Participants.

**I.****                                         EligibleEmployee** shall mean any person who is employed by a ParticipatingCorporation as a regular staff employee (and not temporary) on a basis underwhich he or she is regularly expected to render more than twenty (20) hours ofservice per week for more than five (5) months per calendar year for earningsconsidered wages under Code Section 3401(a).

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**J.****                                      ExchangeDate** shall mean the last U.S. business day of each month during apurchase period, on which date the foreign currency payroll deductionscollected on behalf of the Participants during that month are to be convertedinto U.S. Dollars.

**K.****                                    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 PlanAdministrator) on the date of determination (or, if no closing sales price orclosing bid was reported on that date, as applicable, on the last trading datesuch closing sales price or closing bid was reported), as reported in The WallStreet Journal 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, itsFair Market Value shall be the closing sales price for such shares as quoted onsuch system 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.

**L.****                                     ForeignSubsidiary** shall mean any non-U.S. Corporate Affiliate or Affiliates asmay be authorized from time to time by the Board to extend the benefits of thePlan to their Eligible Employees.  TheForeign Subsidiaries participating in the Plan as of the Effective Date arelisted in attached Schedule A.

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

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

**O.****                                   Plan**shall mean the Corporation’s International Employee Stock Purchase Plan, as setforth in this document.

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

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

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