Exhibit 10.3.6

EMPLOYMENT AGREEMENT

This Employment Agreement("Agreement"), effective
May 1, 2001, is amongWestaff Support, Inc.,a California corporation ("Westaff"), Westaff,
 Inc., a Delaware corporation (the "Company"), andTOM D.
SEIP(the "Executive"). Westaff, the Company and the Executive agree to the following terms and conditions of employment.

1.Employment.Westaff hereby employs the Executive, and the Executive
hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

2.  Duties.



3.Compensation and Benefits.In consideration for the services of the Executive, Westaff shall
compensate the Executive as follows:



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Date

Vested Option SharesVesting Commencement Date

150,000First Anniversary of the Vesting Commencement Date

125,000Second Anniversary of the Vesting Commencement Date

100,000Third Anniversary of the Vesting Commencement Date

75,000Fourth Anniversary of the Vesting Commencement Date

50,000


Five
hundred thousand (500,000) shares shall be granted as nonqualified stock options (the "Rescindable Grant") and shall be
transferable by the executive for estate planning purposes;provided, however,that the Rescindable Grant shall be rescinded if a majority of the
stockholders of the Company vote against the amendment and restatement of the Plan to increase the maximum number of shares with respect to which stock options, stock appreciation rights and direct
stock issuances may be granted to an individual in any calendar year from five hundred thousand (500,000) shares of Company common stock to one million (1,000,000) shares of Company common stock. The
Company agrees that it shall submit such amendment and restatement of the Plan for approval of its stockholders at the earliest opportunity, but not later than June 30, 2001, and that the Board
shall recommend such approval to the stockholders of the Company. The terms of the Rescindable Grant shall be stated in a stock option agreement (the "Rescindable Grant Stock
Option Agreement"), which both parties shall sign in accordance with the Plan. The exercise price per share shall be equal to the fair market value per share, as defined by the
Plan, on the date this option is granted to the Executive. The shares subject to the Rescindable Grant shall vest in the following five (5) installments, with vesting of the first installment
to occur upon the Vesting Commencement Date and continued vesting annually thereafter upon the Executive's completion of each additional year of service measured from the first anniversary of the
Vesting
Commencement Date through the fourth anniversary of the Vesting Commencement Date;provided, however,that, except as provided below, vested shares
subject to the Rescindable Grant may only be exercised after June 15, 2002.

Date

Vested Option SharesVesting Commencement Date

150,000First Anniversary of the Vesting Commencement Date

125,000Second Anniversary of the Vesting Commencement Date

100,000Third Anniversary of the Vesting Commencement Date

75,000Fourth Anniversary of the Vesting Commencement Date

50,000


Notwithstanding
the foregoing, vested shares subject to the Rescindable Grant may be exercised on or before June 15, 2002, but only following stockholder approval of the
amendment and restatement of the Plan to increase the maximum number of shares with respect to which stock options, stock appreciation rights and direct stock issuances may be granted to an individual
in any calendar year to one million (1,000,000) shares of common stock.

Notwithstanding
the foregoing vesting schedules, both the Initial Grant and the Rescindable Grant shall become fully vested and exercisable upon the effective date of a "Change in
Control," a "Corporate Transaction," or a "Hostile Take-Over," as such terms are defined in the Plan, whichever

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event shall first occur while the Executive is employed by the Company or Westaff and notwithstanding any assumption, substitution or replacement of such Grants in connection with such event.

At
termination of the employment relationship by either party, both the Initial Grant and the Rescindable Grant must be exercised within three (3) months from the date of
termination;provided, however,that (i) should termination of the Executive's employment be for Cause, as defined herein, such Grants shall be
cancelled upon the date of such termination, and (ii) should termination of Executive's employment be on account of death or disability or without Cause, such Grants shall remain exercisable
for twelve (12) months from the date of such termination.

The
Company agrees to register the shares of Company common stock subject to the Initial Grant and the Rescindable Grant under the Securities Act of 1933 so that such shares will be
publicly tradable.

4.  Termination of Employment.



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5.  Termination Obligations.



6.  Proprietary Information and Non-Solicitation.



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7.Arbitration.Any controversy or claim arising out of or relating to
the Executive's employment and its termination, including, but not limited to, claims of employment discrimination, this Agreement, the Stock Option Agreement, the Confidential Information and
Invention Agreement, or the breach thereof, (except for injunctive relief as provided for below) shall be subject to binding, mandatory arbitration under the auspices of the American Arbitration
Association ("AAA") in San Francisco, California conducted by a single, neutral arbitrator in accordance with the AAA National Rules for the Resolution
of Employment Disputes.

To
the extent permitted by law, each party will pay one half (1/2) of the costs of the arbitration, and the parties shall bear their own attorneys' fees and costs
except as otherwise required by law. The parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined,
by the arbitrator. The arbitrator's written award shall include the essential findings and conclusions upon which the award is based.

This
mutual agreement to arbitrate disputes does not prohibit or limit either the Executive's or Westaff's or the Company's right to seek equitable relief from a court for claims
involving a violation of the Confidential Information and Invention Assignment Agreement, including, but not limited to, injunctive relief, pending the resolution of a dispute by arbitration or during
limited judicial review. Except for such injunctive relief, claims under the Confidential Information and Invention Agreement are subject to arbitration under this Agreement.

8.  General.



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

| |  | /s/ Tom D.
Seip                                 5/1/01TOM D.
SEIP
| |  | -----------------------------------------------------------------
| |  | WESTAFF, INC.                                                    
| |  | By:                                                              
| |  | WESTAFF SUPPORT, INC.                                            
| |  | By:                                                              
| |  | Its:                                                             

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