**Exhibit 10.3.11**

** **

**RETENTIONAGREEMENT**

This Retention Agreement (hereafter “Agreement”) is hereby entered intoby and between John P. Sanders (hereafter “Sanders”) and Westaff, Inc., Westaff(USA), Inc., and Westaff Support, Inc. (hereafter “Westaff”).

A.       Sandersis employed by Westaff as Senior Vice President, Chief Financial Officer, Controllerand Treasurer pursuant to the February 20, 2001 Employment Contract, as amendedby the Addendum to Employment Contract dated January 2, 2002, and the FirstAmendment to Westaff Employment Contract effective March 24, 2006 (the “EmploymentAgreement.”)

B.        Westaffdesires to have Sanders remain an employee for a transition period through June29, 2007 (the “Retention Date”).   As an incentive for Sanders toremain an employee of Westaff through the Retention Date, Westaff will pay himin an amount equal to two (2) months’ of his present base salary (a “RetentionBonus”).

C.        Inconsideration of this Retention Bonus, Sanders agrees to release Westaff from anyobligation to pay him severance under the Company’s Key Employee Transition CompensationPlan, (“KETC”) and Transition Compensation Plan (“TCP”).

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

1.             Sanders agrees to remain an employee and perform hisduties with Westaff through the Retention Date.

2.             Sanders understands and agrees that in consideration forhis promises and covenants contained herein, Westaff will pay Sanders in onelump sum an amount equivalent to two (2) months’ of his base salary at the timeof signing this Agreement or $40,000 less appropriate withholdings.Sanders shall receive this Retention Bonus within ten (10) business days of theRetention Date.

3.             Sanders further understands that he will not be eligiblefor any portion of the Retention Bonus if he resigns from his employment withWestaff prior to the Retention Date, or if his employment is terminated byWestaff for cause. For purposes of this Agreement, “cause” shall be defined inaccordance with Paragraph l.d. of the Employment Contract.

4.             If any provision of this Agreement is unenforceable, theremainder of this Agreement shall nonetheless remain binding and in effect.

5.             This Agreement, together with the Employment Agreement,describe the complete agreement between Sanders and Westaff and supersedes anyand all prior agreements, promises or inducements concerning its subjectmatter.

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| Dated:   May 10, 2007                 | /s/ John P. Sanders   |                                  |   |
|------------------------------------------------------|-----------------------|---------------------------------------|--------|
|                                                 | John P. Sanders       |                                  |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
| Dated:   May    , 2007 | WESTAFF, INC.         |                                  |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
|                                                 | By:                   |  /s/ Michael  T. Willis          |   |   |
|                                                 |                  | Michael T.  Willis                    |   |   |
|                                                 |                  | President and Chief Executive Officer |   |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
| Dated:   May    , 2007 | WESTAFF (USA), INC.   |                                  |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
|                                                 | By:                   |  /s/ Bonnie A.  McDonald         |   |   |
|                                                 |                  | Bonnie A. McDonald                    |   |   |
|                                                 |                  | Vice President and Secretary          |   |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
| Dated:   May    , 2007 | WESTAFF SUPPORT, INC. |                                  |   |
|                                                 |                  |                                  |   |   |
|                                                 |                  |                                  |   |   |
|                                                 | By:                   |  /s/ Michael  T. Willis          |   |   |
|                                                 |                  | Michael T. Willis                     |   |   |
|                                                 |                  | President and Chief Executive Officer |   |   |
|                                                      |                       |                                       |        |  |  |

 

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