Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

On January 30, 2009, Westaff, Inc. (the "Company"), Westaff (USA), Inc. ("Westaff USA"), which is a wholly owned subsidiary of the Company, Westaff Support, Inc. and MediaWorld International, which are wholly-owned subsidiaries of Westaff (USA) (together with the Company and Westaff USA, each a "Borrower" and, collectively, the "Borrowers"), were advanced a loan in an aggregate principal amount of $500,000 from DelStaff, LLC under the previously-announced loan agreement, dated as of August 25, 2008 (the "Subordinated Loan Agreement"), among DelStaff, LLC and the Borrowers.

A description of the Subordinated Loan Agreement was previously included in the Company's Current Report on Form 8-K filed on August 28, 2008, which is incorporated herein by reference. As previously disclosed in such Form 8-K, John R. Black, Michael R. Phillips and Michael T. Willis, who are members of the Company's board of directors, are managers of DelStaff, LLC and also hold positions with H.I.G. Capital, L.L.C., which is an affiliate of DelStaff, LLC.

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