Exhibit 10.3.8.2

WESTAFF, INC.  NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Westaff, Inc. (the "Corporation"):

Optionee:Dwight S. Pedersen

Grant Date:March 1, 2002

Vesting Commencement Date:January 14, 2002

Exercise Price:$2.35 per share

Number of Option Shares:422,341 shares

Expiration Date:January 13, 2012

Type of Option:Non-Statutory Option

Exercise Schedule:The Option shall vest in accordance with the following schedule. In no event shall the Option become
exercisable for any additional Option Shares after Optionee's cessation of Service.

|DATE                                                                                                                                                                                                                                                                                              |  | VESTED OPTION SHARES                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|Vesting Commencement Date                                                                                                                                                                                                                                                                         |  | 207,447                                      
|The earlier to occur of (i) November 1, 2002, (ii) the moment immediately prior to the effective date of a Corporate Transaction or (iii) a Change in Control,provided thatthe Corporation's Fair Market Value per share of Common Stock equals at least $4.00 or more on each such date or time. |  | 100,000                                      
|The earlier to occur of (i) October 31, 2003, (ii) the moment immediately prior to the effective date of a Corporate Transaction or (iii) a Change in Control,provided thatthe
Corporation's Fair Market Value per share of Common Stock equals at least $5.00 or more on each such date or time. |  | 57,447                                       
|The earlier to occur of (i) October 29, 2004, (ii) the moment immediately prior to the effective date of a Corporate Transaction or (iii) a Change in Control,provided thatthe
Corporation's Fair Market Value per share of Common Stock equals at least $6.00 or more on each such date or time. |  | 57,447                                       
|January 13, 2007                                                                                                                                                                                                                                                                                  |  | Any remaining shares that have not yet vested

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Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Westaff, Inc. 1996 Stock Option/Stock Issuance Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A.

Optionee
hereby acknowledges receipt of a copy of the official prospectus for the Plan and a copy of the Plan in the forms attached hereto as Exhibit B.

No Employment or Service Contract.Nothing in this Notice or in the attached Stock Option Agreement or in the Plan shall
confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent
or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause.

Definitions.All capitalized terms in this Notice shall have the meaning assigned to them in this Notice, the Plan or in the
attached Stock Option Agreement.

|              |  |               |  |                                            | 
|------------- |  | ------------- |  | ------------------------------------------ | 
|March 1, 2002 |  |               |  |                                            | 
|              |  | WESTAFF, INC. | 
|              |  | By:           |  |                                            | 
|              |  |               |  | /s/W. ROBERT STOVERW. Robert Stover        | 
|              |  | Title:        |  | Chairman of the Board                      | 
|              |  |               |  |                                            | 
|              |  |               |  | /s/DWIGHT S. PEDERSENDwight S. Pedersen    | 
|              |  | Address:      |  | 8041 Golden Eagle Way
Pleasanton, CA 94588 | 

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EXHIBIT A    STOCK OPTION AGREEMENT

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WESTAFF, INC.  STOCK OPTION AGREEMENT

RECITALS

A.    The
Corporation has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of
directors of any Parent or Subsidiary and consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).

B.    Optionee
is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation's grant of an option to Optionee.

C.    All
capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.



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EXHIBIT I  NOTICE OF EXERCISE

I hereby notify Westaff, Inc. (the "Corporation") that I elect to purchase shares of the Corporation's Common Stock (the "Purchased Shares") at the option
exercise price of $2.35 per share (the "Exercise Price") pursuant to a Non-Statutory Option (the "Option") granted to me under the Corporation's 1996 Stock Option/Stock Issuance Plan on
March 1, 2002.

Concurrently
with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the
provisions of my agreement with the Corporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for
exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price for any Purchased Shares in which I am
at the time vested.

|           |  |                    |  |                                           
|---------- |  | ------------------ |  | ------------------------------------------
|, 200
Date |  |                    |  |                                           
|           |  | Dwight S. Pedersen
|           |  | Address:           |  | 8041 Golden Eagle Way
Pleasanton, CA 94588

|                                                                             |  | 
|---------------------------------------------------------------------------- |  | 
|Print name in exact manner it is to appear on the stock certificate:         |  | 
|Address to which certificate is to be sent, if different from address above: |  | 
|                                                                             |  | 
|                                                                             |  | 
|Social Security Number:                                                      |  | 
|Employee Number:                                                             |  | 

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APPENDIX

The following definitions shall be in effect under the Agreement:

A.Agreementshall mean this Stock Option Agreement.

B.Boardshall mean the Corporation's Board of Directors.

C.Codeshall mean the Internal Revenue Code of 1986, as amended.

D.Common Stockshall mean the Corporation's common stock, with par value of $0.01 per share.

E.Corporate Transactionshall mean either of the following stockholder approved transactions to which the Corporation is a
party:



F.Corporationshall mean Westaff, Inc., a Delaware corporation.

G.Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

H.Exercise Dateshall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement.

I.Exercise Priceshall mean the exercise price per share as specified in the Grant Notice.

J.Expiration Dateshall mean the date on which the option expires as specified in the Grant Notice.

K.Fair Market Valueper share of Common Stock on any relevant date shall be determined in accordance with the following
provisions:



L.Grant Dateshall mean the date of grant of the option as specified in the Grant Notice.

M.Grant Noticeshall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has
been' informed of the basic terms of the option evidenced hereby.

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N.Incentive Optionshall mean an option which satisfies the requirements of Code Section 422.

O.Misconductshall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or
disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of Optionee or any other individual in the Service of the Corporation (or any Parent or Subsidiary).

P.Non-Statutory Optionshall mean an option not intended to satisfy the requirements of Code Section 422.

Q.Notice of Exerciseshall mean the notice of exercise in the form attached hereto as Exhibit I.

R.Option Sharesshall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice.

S.Optioneeshall mean the person to whom the option is granted as specified in the Grant Notice.

T.Parentshall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.

U.Permanent Disabilityshall mean the inability of Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more.

V.Planshall mean the Corporation's 1996 Stock Option/Stock Issuance Plan, as amended and restated from time to time.

W.Plan Administratorshall mean either the Board or a committee of Board members, to the extent the committee is at the time
responsible for the administration of the Plan.

X.Serviceshall mean the Optionee's performance of services for the Corporation (or any Parent or Subsidiary) in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor.

Y.Stock Exchangeshall mean the American Stock Exchange or the New York Stock Exchange.

Z.Subsidiaryshall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain.

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