**Exhibit 10.3.13**

** **

**RETENTIONAGREEMENT**

This Retention Agreement (hereafter “Agreement”) is hereby entered intoby and between Jeffrey A. Elias (hereafter “Elias”) and Westaff, Inc., Westaff(USA), Inc., and Westaff Support, Inc. (hereafter “Westaff”).

A.       Eliasis employed by Westaff as Senior Vice President, Human Resources pursuant tothe Employment Agreement effective as of November 28, 2006 (the “EmploymentAgreement”).

B.        Westaffdesires to have Elias remain in his position and, as an incentive for him toremain for at least a six (6) month period, through October 31, 2007 (the “RetentionDate”), is willing to pay him a Retention Bonus as set forth below:

THEREFORE, in consideration of the promises and mutual agreementshereinafter set forth, it is agreed by and between the undersigned as follows:

1.              Elias agrees to remain in his position and perform hisduties with Westaff through the Retention Date.

2.              Elias understands and agrees that in consideration forhis promises and covenants contained herein, Westaff will pay Elias in one lumpsum an amount equivalent to four (4) months’ of his base salary at the time ofsigning this Retention Agreement or $63,333 less appropriatewithholdings (the “Retention Bonus”). Elias shall receive this Retention Bonuswithin ten (10) business days of the Retention Date.

3.              Elias shall not be eligible for any portion of theRetention Bonus if he resigns from his employment with Westaff prior to theRetention Date, or if his employment is terminated by Westaff for Cause. Forpurposes of this Agreement, “Cause” shall be defined in accordance with Section4(a) of the Employment Agreement.

4.              All other terms of the EmploymentAgreement shall remain in full force and effect. 
| Dated:  April 30, 2007 | /s/ Jeffrey A. Elias  |                       |   |
|-----------------------------|-----------------------|----------------------------|--------|
|                        | Jeffrey A. Elias      |                       |   |
|                        |                  |                       |   |   |
|                        | WESTAFF, INC.         |                       |   |
|                        |                  |                       |   |   |
|                        | By:                   |  /s/ P. M.  Newman    |   |   |
|                        |                  | Patricia M.  Newman        |   |   |
|                        |                  |                       |   |   |
|                        |                  |                       |   |   |
|                        | WESTAFF (USA), INC.   |                       |   |
|                        |                  |                       |   |   |
|                        | By:                   |  /s/ John P.  Sanders |   |   |
|                        |                  | John P. Sanders            |   |   |
|                        |                  |                       |   |   |
|                        |                  |                       |   |   |
|                        | WESTAFF SUPPORT, INC. |                       |   |
|                        |                  |                       |   |   |
|                        | By:                   |  /s/ John P.  Sanders |   |   |
|                        |                  | John P. Sanders            |   |   |
|                             |                       |                            |        |  |  |

 

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