HUMANIS GROUP LETTERHEAD]

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Exhibit 2.1.1

[HUMANIS GROUP LETTERHEAD]

Humanis Group Limited
ABN 76128 826 982
Xxxxx 0
00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 0000
Xxxxxxxxx

Private and Confidential

31 October 2008

Mr Xxxxxxx Xxxxxx
000 X. Xxxxx Xxxx
Xxxxxx Xxxxx,
Xxxxxxxxxx 00000

Further to the Share Sale Agreement dated the 29^th September 2008, on the condition the following occurs Humanis will waive any conditions precedent for settlement and our right to terminate:

•: Subject to GE enabling Westaff (Australia) will electronically transfer $3 million to the trust account of Mallesons Xxxxxxx Xxxxxxx (BSB 083 026 Account Number 515191168) for immediate use against the settlement of Westaff Australia and New Zealand,

On receipt and evidence of these funds with Mallesons Xxxxxxx Xxxxxxx, Humanis will initiate settlement procedures and do so within 3 working days. On this assumption this occurs Monday, settlement will take place on Thursday the 6^th of November or earlier.


Yours sincerely		Accepted by
/s/ XXXX XXXXX Xxxx Xxxxx Director Humanis Group		/s/ XXXXXXX XXXXXX Xxxxxxx Xxxxxx CEO & President Westaff Inc

Mr Xxxxx Xxxxxxx
Managing Director
Westaff (Australia) Pty Ltd
000 Xxxxxx Xxxx
Xxxxx Xxxxxxxxx Xxxxxxxx

31 October 2008

Payment Authority.

Please pay immediately $3 million from drawings against the GE Facility to the trust account of Mallesons Xxxxxxx Xxxxxxx, BSB 063 026 Account Number 515191168.