EMPLOYEE STOCK PURCHASE PLAN ("ESPP") ENROLLMENT/CHANGE FORM

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EXHIBIT 10.11.2

EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
ENROLLMENT/CHANGE FORM

		Action				Completed Sections:
SECTION 1: ACTION		/ /		New Enrollment		2, 3, 6, 7		and sign attached Stock Purchase Agreement
		/ /		Payroll Deduction Change		2, 4, 7
		/ /		Terminate Payroll Deductions		2, 5, 7
		/ /		Beneficiary Change		2, 6, 7

SECTION 2: PERSONAL DATA		Name
				Last		First		MI		Dept. # or Branch #
		Home or Mailing Address				Street
		City		State						Zip Code
		Social Security #:				/ / / / / /-/ / / /-/ / / / / / / /

SECTION 3: NEW ENROLLMENT		Effective with the Purchase Period Beginning:				Payroll Deduction Amount:        % of cash earnings*
		/ / / /		February  ,    August  ,		* Must be a multiple of 1% up to a maximum of 10% of cash earnings

SECTION 4: PAYROLL DEDUCTION CHANGE		Effective with the Pay Period Beginning:		Month, Day and Year		I authorize the following new level of payroll deduction:        % of cash earnings*
						* Must be a multiple of 1% up to a maximum of 10% of cash earnings
		NOTE:  You may reduce your rate of payroll deductions once per purchase period to become effective as soon as possible following the filing of the change form. You may also increase your rate of payroll deductions to become effective as of the start date of the next purchase period.

SECTION 5: TERMINATE PAYROLL DEDUCTIONS		Effective with the Pay Period Beginning:		Month, Day and Year		Your election to terminate your payroll deductions for the balance of the purchase period cannot be changed, and you may not rejoin the purchase period at a later date. You will not be able to resume participation in the ESPP prior to the commencement of the next purchase period.
		In connection with my voluntary termination of payroll deductions (or an approved leave of absence), I elect the following action regarding my ESPP payroll deductions to date in the current purchase period:
		/ /  Purchase shares of Westaff, Inc. at end of the purchase period
		OR
		/ /  Refund ESPP payroll deductions collected
NOTE:		If your employment terminates for any reason or your eligibility status changes (<20 hrs/wk or <5 months/yr), you will immediately cease to participate in the ESPP, and your ESPP payroll deductions collected in that purchase period will automatically be refunded to you.

SECTION 6:
BENEFICIARY INFORMATION Beneficiary(ies) Name Address Relationship of Beneficiary(ies)

SECTION 7: SIGNATURE
		Signature of Employee		Date

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EMPLOYEE STOCK PURCHASE PLAN ("ESPP") ENROLLMENT/CHANGE FORM