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                                                               Exhibit 10.32

                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

        This Settlement Agreement and Mutual Release (the "Agreement") is
entered as of December 17, 1997 by and between Business Resource Group (the
"Company") and Charles J. Winter (the "Employee").

        WHEREAS, Employee has been employed by the Company;

        WHEREAS, the Company and Employee have mutually agreed to terminate the
employment relationship and to release each other from any claims arising from
or related to the employment relationship;

        NOW, THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as the "Parties") hereby agree as
follows:

        1. Termination. The Company and Employee acknowledge and agree that
Employee will resign as President and Chief Executive Officer (and from all
other offices) of the Company effective December 17, 1997. Employee will remain
employed with the Company as an adviser to the Company's newly appointed Chief
Executive Officer until December 31, 1997 (the "Termination Date"), on which
date Employee's employment with the Company shall terminate. Employee will
continue to be a member of the Company's Board of Directors after the
Termination Date, serving in such capacity at the discretion of the Company's
shareholders.

        2. Consideration. In consideration for the release of claims set forth
below and other obligations under this Agreement and after the Termination Date,
the Company agrees to pay Employee, as severance, (a) his regular salary of
$10,000 per month (less applicable tax withholding), for a twelve month period
from December 31, 1997 through December 31, 1998, in accordance with the
Company's normal payroll practices, and (b) his automobile expense allowance of
$1,325 per month for a 12 month period from December 31, 1997 through December
31, 1998, in accordance with the Company's normal practices and policies
therefor.

        3. Benefits.

               (a) Employee shall continue to receive the Company's standard
medical insurance benefits through the Termination Date. After such date,
Employee shall have the right to continue coverage under the Company's medical
insurance program as provided by the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"). If Employee properly and timely elects such
continuation coverage, the Company shall pay the premiums therefor for the
period from December 1997 through and including December 1998.

               (b) Employee's eligibility or coverage under all other Company
benefit programs shall end on the Termination Date, in accordance with the terms
and conditions of such programs.


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        4. No Other Payments Due. Employee acknowledges and agrees that he has
received all payments due to Employee of any kind, other than his final paycheck
as an Employee of the Company and amounts to be paid and benefits provided
pursuant to Sections 2 and 3 of this Agreement. Employee further acknowledges
and agrees that he shall not be entitled to any additional compensation of any
kind from the Company in connection with his service as a member of the
Company's Board of Directors after the Termination Date, other than
reimbursements for out-of-pocket expenses incurred in connection with such
service as a director. In light of the payment by the Company of all wages due,
or to become due to the Employee, the Parties further acknowledge and agree that
California Labor Code Section 206.5 is not applicable to the Parties hereto.
That section provides in pertinent part as follows:

                      No employer shall require the execution of any release of
                      any claim or right on account of wages due, or to become
                      due, or made as an advance on wages to be earned, unless
                      payment of such wages has been made.

        5. Release of Claims. In consideration for the obligations of the
Parties set forth in this Agreement, Employee and the Company, on behalf of
themselves, and their respective heirs, executors, officers, directors,
employees, investors, shareholders, administrators, predecessor and successor
corporations and assigns, hereby fully and forever release each other and their
respective heirs, executors, officers, directors, employees, investors,
shareholders, administrators, predecessor and successor corporations and assigns
from any claim, duty, obligation or cause of action relating to any matters of
any kind, whether known or unknown, suspected or unsuspected, that either of
them may possess arising from any omissions, acts or facts that have occurred up
until and including the Termination Date including, without limitation:

               (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and termination of that relationship;

               (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company;

               (c) any and all claims for wrongful discharge of employment;
breach of contract, both express and implied; breach of a covenant of good faith
and fair dealing, both express and implied; negligent or intentional infliction
of emotional distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic advantage; and
defamation;

               (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act of 1967, and the
California Fair Employment and Housing Act;

               (e) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and


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               (f) any and all claims for attorney's fees and costs.

The Company and Employee agree that the release set forth in this section shall
be and remain in effect in all respects as a complete and general release as to
the matters released. This release does not extend to any obligations incurred
under this Agreement.

        6. Civil Code Section 1542. The parties represent that they are not
aware of any claim by either of them other than the claims that are released by
this Agreement. Employee and the Company acknowledge that they are familiar with
the provisions of California Civil Code Section 1542, which provides as follows:

           A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
           NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
           THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
           SETTLEMENT WITH THE DEBTOR.

        Employee and the Company, being aware of such code section, agree to
waive any rights they may have thereunder, as well as under any other stature or
common law principles of similar effect.

        7. Confidentiality. The Parties each agree to use their best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Each Party hereto agrees
to take every reasonable precaution to prevent disclosure of any Settlement
Information to third parties, and each agrees that there will be no publicity,
directly or indirectly, concerning any Settlement Information. The Parties
hereto agree to take every precaution to disclose Settlement Information only to
those employees, officers, directors, attorneys, accountants and governmental
entities who have a reasonable need to know of such Settlement Information.
Notwithstanding the foregoing, either party may disclose the Settlement
Information as may be required under applicable law.

        8. Nondisclosure of Confidential and Proprietary Information. Employee
agrees that he shall continue to maintain the confidentiality of all
confidential and propriety information of the Company. Employee agrees that at
all times hereafter for a period of five years, Employee shall not intentionally
divulge, furnish or make available to any party any of the trade secrets,
patents, patent applications, price decisions or determinations, inventions,
customers, proprietary information or other intellectual property rights of the
Company, until after such time as such information has become publicly known
otherwise than by act of collusion of Employee. Employee further agrees that he
will return all the Company's property and confidential and proprietary
information in his possession to the Company within five business days after the
Termination Date.

        9. Breach of this Agreement. Employee acknowledges that upon breach of
Sections 8 or 10 of this Agreement, the Company would sustain irreparable harm
from such 


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breach, and, therefore, Employee agrees that in addition to any other remedies
which the Company may have for any breach of this Agreement or otherwise, the
Company shall be entitled to obtain equitable relief, including specific
performance and injunctions, restraining Employee from committing or continuing
any such violation of this Agreement. The Company acknowledges that upon breach
of Section 10 of this Agreement, the Employee would sustain irreparable harm
from such breach, and, therefore, the Company agrees that in addition to any
other remedies which the Employee may have for any breach of this Agreement or
otherwise, the Employee shall be entitled to obtain equitable relief, including
specific performance and injunctions, restraining the Company from committing or
continuing any such violation of Section 10 of this Agreement.

        10. Non-Disparagement. Each party agrees to refrain from any
disparagement, criticism, defamation, slander or libel of the other, whether
written or oral, or tortious interference with the contracts and relationships
of the other.

        11. Authority. The Company represents and warrants that the undersigned
has the authority to act on behalf of the Company and to bind the Company and
all who may claim through it to the terms and conditions of this Agreement.
Employee represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Each Party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.

        12. No Representations. Each party represents that it has carefully read
and understands the scope and effect of the provisions of this Agreement.
Neither party has relied upon any representations or statements made by the
other party which are not specifically set forth in this Agreement.

        13. Costs. The Parties shall each bear their own costs, attorneys' fees
and other fees incurred in connection with this Agreement.

        14. Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

        15. Entire Agreement. This Agreement represents the entire agreement and
understanding between the Company and Employee concerning Employee's separation
from the Company and supersedes and replaces any and all prior agreements and
understandings concerning Employee's relationship with the Company and his
compensation by the Company.

        16. No Oral Modification. This Agreement may only be amended in writing
signed by Employee and the Company.

        17. Governing Law. This Agreement shall be governed by the laws of the
State of California.


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        18. Counterparts. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

        19. Assignment. This Agreement may not be assigned by Employee or the
Company without the prior written consent of the other party. Notwithstanding
the foregoing, this Agreement may be assigned by the Company to a corporation
controlling, controlled by or under common control with the Company without the
consent of Employee.

        20. Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the parties hereto, with the full intent of releasing all claims. The parties
acknowledge that:

               (a) They have read this Agreement;

               (b) They have been represented in the preparation, negotiation
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

               (c) They understand the terms and consequences of this Agreement
and of the releases it contains; and

               (d) They are fully aware of the legal and binding effect of this
Agreement.


                            [Signature Page Follows]


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         IN WITNESS WHEREOF, the parties have executed this Agreement on the
respective dates set forth below.


                           BUSINESS RESOURCE GROUP


                           By: __________________________

                           Title: _________________________

                           Dated:  December 17, 1997



                           CHARLES J. WINTER


                           -----------------------------
                           Charles J. Winter

                           Dated:  December 17, 1997