EXHIBIT
10.8.31


 


CONTINUING
GUARANTY


 


[Subsidiaries]


 


FOR VALUE RECEIVED, and in consideration of any loan
or other financial accommodation heretofore or hereafter at any time made or
granted to WESTAFF (USA), INC., a California corporation (“Borrower”), by
Agent or any Lender under (and as such terms are defined in) the Financing
Agreement referred to below, the undersigned, WESTAFF SUPPORT, INC., a
California corporation, and MEDIAWORLD INTERNATIONAL, a California corporation
(collectively, “Guarantors,” and each, individually, “Guarantor”),
each hereby agree as follows:


 


1.             Guaranty of Obligations.  Each Guarantor unconditionally,
absolutely and irrevocably, jointly and severally, guarantees the full and
prompt payment and performance when due, whether by acceleration or otherwise,
and at all times thereafter, of all present and future Obligations of Borrower
to Agent or any Lender or any other Secured Party (collectively, the “Benefited
Parties”) under (and as such terms are defined in ) the Financing Agreement
dated as of even date herewith, by and among Borrower, WESTAFF, INC., a
Delaware corporation and the sole shareholder of Borrower, as Parent Guarantor
(“Parent Guarantor”), the Lenders party thereto, and U.S. BANK NATIONAL
ASSOCIATION, as Agent (as the same may hereafter from time to time be amended,
modified, or restated, the “Financing Agreement”), and each of the other
agreements, documents and instruments entered into by Borrower in connection
therewith (all such Obligations are hereinafter referred to collectively as the
“Liabilities”).  This Continuing Guaranty (this “Guaranty”)
is a guaranty of payment and performance when due and not a guaranty of
collection.  Capitalized terms used but
not defined herein shall have the meaning given to them in the Financing
Agreement.


 


In the event of any default
by Borrower in making payment of, or default by Borrower in performance of, any
of the Liabilities, each Guarantor agrees on demand by Agent, on behalf of all
of the Benefited Parties, to pay and perform all of the Liabilities as are then
or thereafter become due and owing to any or all of the Benefited Parties or
are to be performed by Borrower under the terms of the Loan Documents.   Each Guarantor further agrees to pay all
expenses (including Attorneys’ Fees) paid or incurred by Agent, on behalf of
the Benefited Parties, in endeavoring to collect the Liabilities, or any part
thereof, and in enforcing this Guaranty.


 


Notwithstanding any
provision to the contrary contained herein or in any other of the Loan
Documents, the obligations of each Guarantor under this Guaranty and the other
Loan Documents shall be limited to an aggregate amount equal to the largest
amount that would not render such obligations subject to avoidance under the
Insolvency Laws or any comparable provisions of any applicable state law.


 


2.             Continuing Nature of Guaranty and Liabilities.  This Guaranty shall be
continuing and shall not be discharged, impaired or affected by:


 


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(a)           the
insolvency of Borrower or the payment in full of all of the Liabilities at any
time or from time to time;


 


(b)           the
power or authority or lack thereof of Borrower to incur the Liabilities;


 


(c)           the
validity or invalidity of any of the Loan Documents or the documents securing
the same;


 


(d)           the
existence or non-existence of Borrower as a legal entity;


 


(e)           any
transfer by Borrower of all or any part of any collateral in which Agent has
been granted a lien or security interest pursuant to the Loan Documents;


 


(f)            any
statute of limitations affecting the liability of either or both Guarantors
under this Guaranty or the Loan Documents or the ability of Agent to enforce
this Guaranty or any provision of the Loan Documents; or


 


(g)           any
right of offset, counterclaim or defense of either or both Guarantors,
including, without limitation, those which have been waived by such Guarantor(s) pursuant
to Paragraph 6(g) hereof.


 


3.             Insolvency of Borrower or Guarantor(s).  Without limiting the
generality of any other provision hereof, each Guarantor agrees that, in the
event of the dissolution or insolvency of Borrower or either or both Guarantors
or the inability of Borrower or either or both Guarantors to pay its debts as
they mature, or an assignment by Borrower or either or both Guarantors for the
benefit of creditors, or the institution of any proceeding by or against
Borrower or either or both Guarantors alleging that Borrower or either or both
Guarantors is insolvent or unable to pay its debts as they mature, each Guarantor
will, jointly and severally, pay to Agent forthwith the full amount which would
be payable hereunder by such Guarantor if all of the Liabilities were then due
and payable, whether or not such event occurs at a time when any of the
Liabilities are otherwise due and payable.


 


4.             Payment of the Liabilities.  Any amounts received by
Agent from whatever source on account of the Liabilities may be applied by
Agent toward the payment of such of the Liabilities in the order of application
set forth in the Financing Agreement. 
Each Guarantor agrees that, if at any time all or any part of any
payment theretofore applied by Agent to any of the Liabilities is or must be
rescinded or returned by Agent for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of Borrower), such
Liabilities shall, for the purposes of this Guaranty and to the extent that
such payment is or must be rescinded or returned, be deemed to have continued
in existence notwithstanding such application by Agent, and this Guaranty shall
continue to be effective or be reinstated, as the case may be, as to such
Liabilities, all as though such application by Agent had not been made.  The guaranty set forth in Section 1
of this Guaranty is a guaranty of payment and not of collection, is a
continuing guarantee, and shall apply to all Liabilities whenever arising.


 


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5.             Permitted Actions of Agent.  Agent, on behalf of the
Benefited Parties, may from time to time, in its sole discretion and without
notice to Guarantors, take any or all of the following actions:


 


(a)           retain
or obtain a security interest in any assets of Borrower or any third party to
secure any of the Liabilities or any obligations of either or both Guarantors
hereunder;


 


(b)           retain
or obtain the primary or secondary obligation of any obligor or obligors, in
addition to Guarantors, with respect to any of the Liabilities;


 


(c)           extend
or renew for one or more periods (whether or not longer than the original
period), alter or exchange any of the Liabilities;


 


(d)           waive,
ignore or forbear from taking action or otherwise exercising any of its default
rights or remedies with respect to any default by Borrower under the Loan
Documents;


 


(e)           release,
waive or compromise any obligation of either or both Guarantors hereunder or
any obligation of any nature of any other obligor primarily or secondarily
obligated with respect to any of the Liabilities;


 


(f)            release
its security interest in, or surrender, release or permit any substitution or
exchange for, all or any part of any collateral now or hereafter securing any
of the Liabilities or any obligation hereunder, or extend or renew for one or
more periods (whether or not longer than the original period) or release,
waive, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such property; and


 


(g)           upon
the occurrence and at any time or from time to time during the continuance of
an Event of Default, demand payment of any of the Liabilities from either or
both Guarantors, whether or not Agent shall have exercised any of its rights or
remedies with respect to any property securing any of the Liabilities or any
obligation hereunder or proceeded against any other obligor primarily or
secondarily liable for payment or performance of any of the Liabilities.


 


6.             Specific Waivers.  Without
limiting the generality of any other provision of this Guaranty, each Guarantor
hereby expressly waives:


 


(a)           notice
of the acceptance by Agent of this Guaranty;


 


(b)           notice
of the existence, creation, payment, nonpayment, performance or nonperformance
of all or any of the Liabilities;


 


(c)           presentment,
demand, notice of dishonor, protest, notice of protest and all other notices
whatsoever with respect to the payment or performance of the Liabilities or the
amount thereof or any payment or performance by such Guarantor hereunder;


 


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(d)           all
diligence in collection or protection of or realization upon the Liabilities or
any thereof, any obligation hereunder or any security for or guaranty of any of
the foregoing;


 


(e)           any
right to direct or affect the manner or timing of Agent’s enforcement of its
rights or remedies;


 


(f)            any
and all defenses which would otherwise arise upon the occurrence of any event
or contingency described in Paragraph 1 hereof or upon the taking of any
action by Agent permitted hereunder;


 


(g)           any
defense, right of set-off, claim or counterclaim whatsoever and any and all
other rights, benefits, protections and other defenses available to such
Guarantor now or at any time hereafter,
including, without limitation, under California Civil Code Sections 2787 to
2855, inclusive, and California Code of Civil Procedure Sections 580a, 580b, 580d
or 726, and all successor sections; and


 


(h)           all
other principles or provisions of law, if any, that conflict with the terms of
this Guaranty, including, without limitation, the effect of any circumstances
that may or might constitute a legal or equitable discharge of a guarantor or
surety.


 


7.             Irrevocability.  To the extent permitted under applicable
law, each Guarantor hereby further waives all rights to revoke this Guaranty at
any time, and all rights to revoke any agreement executed by such Guarantor at
any time to secure the payment and performance of such Guarantor’s obligations
under this Guaranty.


 


8.             Statutory Waiver of Rights and Defenses Regarding
Election of Remedies.  Each
Guarantor waives all rights and defenses arising out of an election of remedies
by Agent, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
such Guarantor’s rights of subrogation and reimbursement against Borrower by
the operation of any applicable law,
including without limitation Section 580d of the California Code of Civil
Procedure, or otherwise.


 


9.             Subrogation.  Neither Guarantor will exercise any
rights which it may acquire by way of subrogation under this Guaranty, by any
payment hereunder or otherwise, until all of the Obligations have been Paid in
Full.  If any amount shall be paid to such Guarantor on account of
such subrogation rights at any other time, such amount shall be held in trust
for the benefit of Agent and shall be forthwith paid to Agent to be credited
and applied to the Liabilities, whether matured or unmatured, in such manner as
Agent shall determine in its sole discretion.  Each Guarantor agrees that such Guarantor
shall have no right of recourse to security for the Liabilities, except through
the exercise of rights of subrogation pursuant to this Paragraph 9 and
through the exercise of rights of contribution pursuant to Paragraph 20.


 


10.           Remedies.  Each
Guarantor agrees that, to the fullest extent permitted by law, as between
Guarantors, on the one hand, and Agent and the Benefited Parties, on the other
hand, the Liabilities may be declared to be forthwith due and payable as
provided in the Financing Agreement (and shall be deemed to have become
automatically due and payable in the circumstances provided in the Financing
Agreement) for purposes of Paragraph 1 of this 


 


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Guaranty notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Liabilities from
becoming automatically due and payable) as against any other Person and that,
in the event of such declaration (or the Liabilities being deemed to have
become automatically due and payable), the Liabilities (whether or not due and
payable by any other Person) shall forthwith become due and payable by
Guarantors for purposes of Paragraph 1. 
Each Guarantor acknowledges and agrees that its and their obligations
hereunder are secured in accordance with the terms of the Security Documents
and that Agent and the Benefited Parties may exercise their remedies thereunder
in accordance with the terms thereof.


 


11.           Assignments and Participations with Respect to
Benefited Parties’ Rights.  Each Benefited Party may, from time to time, without
notice to Guarantors but only in accordance with the terms of the Financing
Agreement, assign or transfer any or all of its share of the Liabilities or any
interest therein, and/or grant participants in any or all of its share of the
Liabilities or any interest therein, 
and, notwithstanding any such assignment or transfer or participation
with respect to the Liabilities or any subsequent assignment or transfer or
participation thereof, the Liabilities shall be and remain the Liabilities for
the purpose of this Guaranty.  Each and every immediate and
successive assignee or transferee or participant in accordance with the terms
of the Financing Agreement with respect to of any portion of the Liabilities or
of any interest therein shall, to the extent of such party’s interest in the
Liabilities, be entitled to the benefits of this Guaranty to the same extent as
if such assignee or transferee or participant were Agent.


 


12.           Indulgences Not Waivers.  No delay in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Agent of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this Guaranty be binding upon Agent, except
as expressly set forth in a writing duly signed and delivered by
Agent.  No action of Agent permitted hereunder shall in any way
affect or impair the rights of Agent or the obligations of Guarantors under
this Guaranty.


 


13.           Financial Condition of Borrower.  Each Guarantor represents
and warrants that it is fully aware of the financial condition of Borrower, and
each Guarantor delivers this Guaranty based solely upon its own independent
investigation of Borrower’s financial condition and in no part upon any
representation or statement of Agent or any Lender with respect
thereto.  Each Guarantor further represents and warrants that it is
in a position to and hereby does assume full responsibility for obtaining such additional
information concerning Borrower’s financial condition as each Guarantor may
deem material to his obligations hereunder, and such Guarantor is not relying
upon, nor expecting Agent to furnish such Guarantor any information in Agent’s
or any Lender’s possession concerning Borrower’s financial condition or
concerning any circumstances bearing on the existence or creation, or the risk
of nonpayment or nonperformance of the Liabilities.


 


Each Guarantor hereby waives any duty on the part of
Agent to disclose to such Guarantor any facts Agent or any other Benefited
Party may now or hereafter know about Borrower, regardless of whether Agent has
reason to believe that any such facts materially increase the risk beyond that
which such Guarantor intends to assume or has reason to believe that such facts
are unknown to such Guarantor.


 


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Each Guarantor hereby knowingly accepts the full range
of risk encompassed within a contract of “continuing guaranty” which includes,
without limitation, the possibility that Borrower will contract for additional
indebtedness for which such Guarantor may be liable hereunder after Borrower’s
financial condition or ability to pay its lawful debts when they fall due has
deteriorated.


 


14.           Representations and Warranties.  Each Guarantor severally
represents and warrants to Agent, for the benefit of Agent and each of the
other Benefited Parties, as to itself that each of the following statements is
accurate and complete as of the date of this Guaranty:


 


(a)           this
Guaranty has been duly executed and delivered by such Guarantor and constitutes
a legal, valid and binding obligation of such Guarantor, enforceable against
such Guarantor in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the
enforcement of creditors’ rights generally;


 


(b)           the
execution, delivery and performance of this Guaranty do not (i) violate
any provisions of law or any order of any court or other agency of government
(each, a “Requirement of Law”), (ii) contravene any provision of
any Applicable Agreement to which such Guarantor is a party or by which such
Guarantor’s assets are bound (each, a “Contractual Obligation”), or (iii) result
in the creation or imposition of any lien, charge or encumbrance of any nature
upon any property, asset or revenue of such Guarantor, other than liens in
favor of Agent and other Permitted Liens;


 


(c)           all
consents, approvals, orders and authorizations of, and registrations,
declarations and filings with, any governmental agency or authority or other
person or entity, if any, which are required to be obtained in connection with
the execution and delivery of this Guaranty or the performance of such
Guarantor’s obligations hereunder have been obtained, and each is in full force
and effect;


 


(d)           Such
Guarantor has paid all taxes and other charges imposed by any governmental
agency or authority due and payable by such Guarantor other than those which
are being challenged in good faith by appropriate proceedings;


 


(e)           Such
Guarantor is not in violation of any Requirement of Law or Contractual
Obligation other than any violation the consequences of which could not have a
material adverse effect on such Guarantor’s ability to perform his obligations
hereunder (a “Material Adverse Effect”); and


 


(f)            no
action, proceeding, investigation or litigation is pending or, to the knowledge
of such Guarantor, overtly threatened in writing against such Guarantor by any
person or entity which would reasonably be expected to result in a Material
Adverse Effect.


 


15.           Binding Upon Successors.  This Guaranty shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the
Benefited Parties and their respective successors and permitted assigns.


 


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All references herein to Borrower shall be deemed to
include its successors and assigns, and all references herein to Guarantor or
Guarantors shall be deemed to include Guarantor or Guarantors and their
successors and assigns.


 


In addition and notwithstanding anything to the
contrary contained in this Guaranty or in any other agreement, document or
instrument between or among any of Agent, the Lenders, Borrower, Guarantors or
any third party, the obligations of Guarantors with respect to the Liabilities
shall be joint and several with any other person or entity that now or
hereafter executes a guaranty of any of the Liabilities separate from this
Guaranty.


 


16.           Notices.  All notices required or permitted to be
given hereunder shall be given in accordance with the notices procedures set
forth in Section 15.7 of the Financing Agreement.


 


17.           Governing Law; Additional Waivers.  This Guaranty has been
delivered and shall be governed by and construed in accordance with the
internal laws (as opposed to the conflicts of law provisions) of the State of
California.


 


EACH GUARANTOR AND AGENT HEREBY


 


(i)         WAIVES, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS
GUARANTY;


 


(ii)         IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN SAN
FRANCISCO COUNTY, CALIFORNIA, OVER ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS GUARANTY;


 


(iii)         IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT GUARANTOR MAY EFFECTIVELY DO SO, THE DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING;


 


(iv)         agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in any other jurisdictions by suit on the judgment or in any other
manner provided by law; and


 


(v)         agrees not to
institute any legal action or proceeding against the other party or its
directors, officers, employees, agents or property concerning any matter
arising out of or relating to this Guaranty in any court other than one located
in San Francisco County, California.


 


Nothing herein shall affect or impair Agent’s right to
serve legal process in any manner permitted by law or Agent’s right to bring
any action or proceeding against such Guarantor or its property in the courts
of any other jurisdiction.  Wherever
possible each provision of this Guaranty shall be interpreted as to be
effective and valid under applicable law, 


 


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but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.


 


18.           Judicial Reference.


 


(a)           Guarantors
and Agent prefer that any dispute among them be resolved in litigation subject
to a jury trial waiver as set forth in the Transaction Documents (defined
below), but the California Supreme Court has held that pre-dispute waivers of
the right to a trial by jury not authorized by statute are unenforceable.  This judicial reference provision will be
applicable until:  (i) the
California Supreme Court holds that a pre-dispute jury trial waiver provision
similar to that contained in the Transaction Documents is valid or enforceable;
or (ii) the California Legislature enacts a statute which becomes law,
authorizing pre-dispute jury trial waivers of the type in the Transaction
Documents and, as a result, such waivers become enforceable.


 


(b)           Other
than (i) nonjudicial foreclosure of security interests in personal
property, (ii) the appointment of a receiver or (iii) the exercise of
other provisional remedies (any of which may be initiated pursuant to
applicable law), any controversy, dispute or claim (each, a “Claim”)
among either or both Guarantors and Agent arising out of or relating to this
Guaranty or any other document, instrument or agreement among either or both
Guarantors and Agent (collectively in this Section, the “Transaction
Documents”), will be resolved, notwithstanding anything to the contrary
contained in the Transaction Documents, by a reference proceeding in California
in accordance with the provisions of Section 638 et seq. of the California
Code of Civil Procedure (“CCP”), or their successor sections, which
shall constitute the exclusive remedy for the resolution of any Claim,
including whether the Claim is subject to the reference proceeding.  Except as provided in Paragraph 17 of
this Guaranty or as otherwise provided in the Transaction Documents, venue for
the reference proceeding will be in the Superior Court or Federal District
Court in the County or District where the real property, if any, is located or
in a County or District where venue is otherwise appropriate under applicable
law (the “Court”).


 


(c)           The
referee shall be a retired Judge or Justice selected by mutual written
agreement of the applicable Guarantor(s) and Agent.  If such Guarantor(s) and Agent do not
agree, the referee shall be selected by the Presiding Judge of the Court (or
his or her representative).  A request for
appointment of a referee may be heard on an ex parte or expedited basis, and
Guarantors and Agent agree that irreparable harm would result if ex parte
relief is not granted.  The referee shall
be appointed to sit with all the powers provided by law.  Pending appointment of the referee, the Court
has power to issue temporary or provisional remedies.


 


(d)           Guarantors
and Agent agree that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested, subject to change in
the time periods specified herein for good cause shown, to (a) set the matter
for a status and trial-setting conference within fifteen (15) days after
the date of selection of the referee, (b) if practicable, try all issues of law
or fact within ninety (90) days after 


 


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the date of
the conference and (c) report a statement of decision within
twenty (20) days after the matter has been submitted for decision.


 


(e)           The
referee will have power to expand or limit the amount and duration of
discovery.  The referee may set or extend
discovery deadlines or cutoffs for good cause, including a party’s failure to
provide requested discovery for any reason whatsoever.  Unless otherwise ordered based upon good cause
shown, neither Guarantors nor Agent shall be entitled to “priority” in
conducting discovery, depositions may be taken by Guarantors and Agent upon
seven (7) days written notice, and all other discovery shall be
responded to within fifteen (15) days after service.  All disputes relating to discovery which
cannot be resolved by Guarantors and Agent shall be submitted to the referee
whose decision shall be final and binding.


 


(f)            Except
as expressly set forth in this Guaranty, the referee shall determine the manner
in which the reference proceeding is conducted including the time and place of
hearings, the order of presentation of evidence, and all other questions that
arise with respect to the course of the reference proceeding.  All proceedings and hearings conducted before
the referee, except for trial, shall be conducted without a court reporter,
except that when any party so requests, a court reporter will be used at any
hearing conducted before the referee, and the referee will be provided a
courtesy copy of the transcript.  The
party making such a request shall have the obligation to arrange for and pay
the court reporter.  Subject to the
referee’s power to award costs to the prevailing party, the applicable
Guarantor(s) and Agent will equally share the cost of the referee and the
court reporter at trial.


 


(g)           The
referee shall be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California.  The rules of evidence applicable to
proceedings at law in the State of California will be applicable to the
reference proceeding.  The referee shall
be empowered to enter equitable as well as legal relief, provide all temporary
or provisional remedies, enter equitable orders that will be binding on the
parties and rule on any motion which would be authorized in a trial,
including without limitation motions for summary judgment or summary
adjudication.  The referee shall issue a
decision and pursuant to CCP §644 the referee’s decision shall be entered by
the Court as a judgment or an order in the same manner as if the action had
been tried by the Court.  The final
judgment or order or from any appealable decision or order entered by the
referee shall be fully appealable as provided by law.  Guarantors and Agent reserve the right to
findings of fact, conclusions of laws, a written statement of decision, and the
right to move for a new trial or a different judgment, which new trial, if
granted, is also to be a reference proceeding under this provision.


 


(h)           If
the enabling legislation which provides for appointment of a referee is
repealed (and no successor statute is enacted) or if a reference procedure is
not available to the parties for any reason, any dispute among either or both
Guarantors and Agent that would otherwise be determined by reference procedure
will be resolved and determined by arbitration. 
The arbitration will be conducted by a retired judge or Justice, in
accordance with the California Arbitration Act § 1280 through
§ 1294.2 of the CCP as amended from time to time.


 


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(i)            GUARANTORS
AND AGENT RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE,
GUARANTORS AND AGENT EACH KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL
BENEFIT AGREE THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN
THEM WHICH ARISES OUT OF OR IS RELATED TO THIS GUARANTY OR THE OTHER
TRANSACTION DOCUMENTS.


 


19.           ADVICE OF COUNSEL.  GUARANTORS ACKNOWLEDGE THAT THEY HAVE
EITHER OBTAINED THE ADVICE OF COUNSEL OR HAVE HAD THE OPPORTUNITY TO OBTAIN
SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS GUARANTY.


 


20.           Contribution.  Guarantors
hereby agree as among themselves that, if any Guarantor shall make an Excess
Payment (as defined below), such Guarantor shall have a right of contribution
from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share (as defined below) of such Excess Payment.  The payment obligations of any Guarantor
under this Paragraph 20 shall be subordinate and subject in right of
payment to the Liabilities until such time as the Liabilities have been paid in
full, and no Guarantor shall exercise any right or remedy under this Paragraph
20 against any other Guarantor until such Liabilities have been paid in
full.  For purposes of this Paragraph
20, (a) “Excess Payment” shall mean the amount paid by any Guarantor
in excess of its Ratable Share of any Guaranteed Obligations; (b) “Ratable
Share” shall mean, for any Guarantor in respect of any payment of
Liabilities, the ratio (expressed as a percentage) as of the date of such
payment of Guaranteed Obligations of (i) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Guarantor (including contingent,
subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of all
of the Credit Parties exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Credit Parties hereunder) of the Credit
Parties; (c) “Contribution Share” shall mean, for any Guarantor in
respect of any Excess Payment made by the other Guarantor, the ratio (expressed
as a percentage) as of the date of such Excess Payment of (i) the amount
by which the aggregate present fair salable value of all of its assets and
properties exceeds the amount of all debts and liabilities of such Guarantor
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the
amount by which the aggregate present fair salable value of all assets and
other properties of the Credit Parties other than the maker of such Excess
Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Credit Parties) of the Credit Parties other
than the maker of such Excess Payment; and (d) “Guaranteed Obligations”
shall mean the Liabilities guaranteed by Guarantors pursuant to Paragraph 1
of this Guaranty.  This Paragraph 20
shall not be deemed to affect any right of subrogation, indemnity,
reimbursement or contribution that any Guarantor may have under any applicable
law against Borrower in respect of any payment of Guaranteed Obligations.


 


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21.           Entire Agreement.  This Guaranty contains the complete
understanding of the parties hereto with respect to the subject matter
herein.  Each Guarantor acknowledges that it is not relying upon any
statements or representations of Agent not contained in this Guaranty and that
such statements or representations, if any, are of no force or effect and are
fully superseded by this Guaranty.  This Guaranty may only be
modified by a writing executed by Guarantors and Agent.


 


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IN WITNESS WHEREOF, Guarantors have executed this
Guaranty as of February 14, 2008.


 


 


	
   

  	
  “Guarantors”

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC., a California

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn Jaffray

  
	
   

  	
   

  	
  Dawn
  Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MEDIAWORLD INTERNATIONAL, a

  California corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn Jaffray

  
	
   

  	
   

  	
  Dawn
  Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial
  Officer

  



 


 


	
  ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL

  ASSOCIATION,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Susan V. Freed

  	
   

  
	
   

  	
  Susan V. Freed

  	
   

  
	
   

  	
  Vice President

  	
   

  



 


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