Exhibit 10.9

WELLS FARGO

SECURITIES ACCOUNT
SECURITY AGREEMENT


1.GRANT OF SECURITY INTEREST.    For valuable consideration, the undersigned Willdan Group, Inc., or any of
them ("Debtor"), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest in (a) Debtor's account
no.13041132(whether held in Debtor's name or as a Bank collateral account for the benefit of Debtor), any sub-account thereunder or
consolidated therewith, and all replacements or substitutions therefor, including any account resulting from a renumbering or other administrative re-identification thereof (collectively,
the "Securities Account") maintained withWells Fargo Institutional Securities, LLC("Intermediary"), (b) all financial assets credited to
the Securities Account, (c) all security entitlements with respect to the financial assets credited to the Securities Account, and (d) any and all other investment property or assets
maintained or recorded in the Securities Account (with all the foregoing defined as "Collateral"), together with whatever is receivable or received when any of the Collateral or proceeds thereof are
sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, (i) all rights to payment, including returned premiums,
with respect to any insurance relating to any of the foregoing, (ii) all rights to payment with respect to any claim or cause of action affecting or relating to any of the foregoing, and
(iii) all stock rights, rights to subscribe, stock splits, liquidating dividends, cash
dividends, dividends paid in stock, new securities or other property of any kind which Debtor is or may hereafter be entitled to receive on account of any securities pledged hereunder, Including
without limitation, stock received by Debtor due to stock splits or dividends paid in stock or sums paid upon or in respect of any securities pledged hereunder upon the liquidation or dissolution of
the issuer thereof (hereinafter called "Proceeds"). Except as otherwise expressly permitted herein, in the event Debtor receives any such Proceeds, Debtor will hold the same in trust on behalf of and
for the benefit of Bank and will immediately deliver all such Proceeds to Bank in the exact form received, with the endorsement of Debtor if necessary and/or appropriate undated stock powers duly
executed in blank, to be held by Bank as part of the Collateral, subject to all terms hereof. As used herein, the terms "security entitlement," "financial asset" and "investment property" shall have
the respective meanings set forth in the California Uniform Commerical Code.

2.OBLIGATIONS SECURED.    The obligations secured hereby are the payment and performance of: (a) all
present and future Indebtedness of Debtor to Bank; (b) all obligations of Debtor and rights of Bank under this Agreement; and (c) all present and future obligations of Debtor to Bank of
other kinds. The word "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Debtor, or any of them, heretofore, now or
hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined,
including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and whether Debtor may be liable individually or jointly, or
whether recovery upon such Indebtedness may be or hereafter becomes unenforceable.

3.TERMINATION.    This Agreement will terminate upon the performance of all obligations of Debtor to Bank,
including without limitation, the payment of all Indebtedness of Debtor to Bank, and the termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank receives written
notice from Debtor of the termination of this Agreement.

4.OBLIGATIONS OF BANK.    Bank has no obligation to make any loans hereunder. Any money received by Bank in
respect of the Collateral may be deposited, at Bank's option, into a non-interest bearing account over which Debtor shall have no control, and the same shall, for all

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purposes,
be deemed Collateral hereunder. Bank shall have no duty to take any steps necessary to preserve the rights of Debtor against prior parties, or to initiate any action to protect against the
possibility of a decline in the market value of the Collateral or Proceeds. Bank shall not be obligated to take any action with respect to the Collateral or Proceeds requested by Debtor unless such
request is made in writing and Bank determines, in its sole discretion, that the requested action would not unreasonably jeopardize the value of the Collateral and Proceeds as security for the
Indebtedness.

4.INTERMEDIARY'S REPRESENTATIONS AND WARRANTIES.    Intermediary represents and warrants to Secured Party that:



5.AGREEMENTS OF INTERMEDIARY AND CUSTOMER.    Intermediary and Customer agree that:



6.AGREEMENT OF CUSTOMER.    Customer agrees to indemnify and hold harmless Intermediary, its officers, directors,
employees and agents, against claims, liabilities or expenses (including reasonable attorneys' fees) arising out of Intermediary's compliance with any instructions from Secured Party with respect to
the Securities Account, except if such claims, liabilities or expenses are caused by Intermediary's negligence or willful misconduct.

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7.MISCELLANEOUS.



8.PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS.    Debtor agrees to pay, prior to delinquency, all
insurance premiums, taxes, charges, liens and assessments against the Collateral and Proceeds, and upon the failure of Debtor to do so, Bank at its option may

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pay
any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Any such payments made by Bank shall be obligations of Debtor to Bank,
due and payable immediately upon demand, together with interest at a rate determined in accordance with the provisions of this Agreement, and shall be secured by the Collateral and Proceeds, subject
to all terms and conditions of this Agreement.

9.EVENTS OF DEFAULT.    The occurrence of any of the following shall constitute an "Event of Default" under this
Agreement: (a) any default in the payment or performance of any obligation, or any defined event of default, under (i) any contract or instrument evidencing any Indebtedness,
(ii) any other agreement between Debtor and Bank, including without limitation any loan agreement, relating to or executed in connection with any Indebtedness, or (iii) any control,
custodial or other similar agreement in effect among Bank, Debtor and Intermediary relating to the Collateral; (b) any representation or warranty made by Debtor herein shall prove to be
incorrect, false or misleading in any material respect when made; (c) Debtor shall fail to observe or perform any obligation or agreement contained herein; (d) any impairment of the
rights of Bank in any Collateral or Proceeds or any attachment or like levy on any property of Debtor; and (e) Bank, in good faith, believes any or all of the Collateral and/or Proceeds to be
in danger of misuse, dissipation, commingling, loss, theft, damage or destruction, or otherwise in jeopardy or unsatisfactory in character or value.

10.REMEDIES.    Upon the occurrence of any Event of Default, Bank shall have the right to declare immediately due
and payable all or any Indebtedness secured hereby and to terminate any commitments to make loans or otherwise extend credit to Debtor. Bank shall have all other rights, powers, privileges and
remedies granted to a secured party upon default under the California Uniform Commerical Code or otherwise provided by law, including without limitation, the right (a) to contact all
persons obligated to Debtor on any Collateral or Proceeds and to instruct such persons to deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or otherwise
dispose of any or all Collateral. All rights, powers, privileges and remedies of Bank shall be cumulative. No delay, failure or discontinuance of Bank in exercising any right, power, privilege or
remedy hereunder shall affect or operate as a waiver of such right, power, privilege or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy preclude, waive
or otherwise affect any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Any waiver, permit, consent or approval of any kind by Bank of any default
hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. It is agreed that public or private sales or
other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable
since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions.

While
an Event of Default exists: (a) Debtor will not dispose of any Collateral or Proceeds except on terms approved by Bank; (b) Bank may appropriate the Collateral and
apply all Proceeds toward repayment of the Indebtedness in such order of application as Bank may from time to time elect; (c) Bank may take any action with respect to the Collateral
contemplated by any control, custodial or other similar agreement then in effect among Bank, Debtor and Intermediary; and (d) at Bank's request, Debtor will assemble and deliver all books and
records pertaining to the Collateral or Proceeds to Bank at a reasonably convenient place designated by Bank. For any Collateral or Proceeds consisting of securities, Bank shall have no obligation to
delay a disposition of any portion thereof for the period of time necessary to permit the issuer thereof to register such securities for public sale under any applicable state or Federal law, even if
the issuer thereof would agree to do so. Debtor further agrees that Bank shall have no obligation to process or prepare any Collateral for sale or other disposition.

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11.DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS.    In disposing of Collateral hereunder, Bank
may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the
payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank toward the payment of the
Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds
and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of
Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred Bank shall retain all rights, powers, privileges and remedies
herein given.

12.STATUTE OF LIMITATIONS.    Until all Indebtedness shall have been paid in full and all commitments by Bank to
extend credit to Debtor have been terminated, the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be
exercised by Bank at any time and from time to time irrespective of the fact that the Indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal
liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder.

13.MISCELLANEOUS.    When there is more than one Debtor named herein: (a) the word "Debtor" shall mean all
or any one or more of them as the context requires; (b) the obligations of each Debtor hereunder are joint and several; and (c) until all Indebtedness shall have been paid in full, no
Debtor shall have any right of subrogation or contribution, and each Debtor hereby waives any benefit of or right to participate in any of the Collateral or Proceeds or any other security now or
hereafter held by Bank. Debtor hereby waives any right to require Bank to (i) proceed against Debtor or any other person, (ii) marshal assets or proceed against or exhaust any security
from Debtor or any other person, (iii) perform any obligation of Debtor with respect to any Collateral or Proceeds, and (d) make any presentment or demand, or give any notice of
nonpayment or nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor further waives any right to direct the application of
payments or security for any Indebtedness of Debtor or indebtedness of customers of Debtor.

14.NOTICES.    All notices, requests and demands required under this Agreement must be in writing, addressed to
Bank at the address specified in any other loan documents entered into between Debtor and Bank and to Debtor at the address of its chief executive office (or principal residence, if applicable)
specified below or to such other address as any party may designate by written notice to each other party, and shall be deemed to have been given or made as follows: (a) if personally
delivered, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or 3 days after deposit in the U. S. mail, first class and postage prepaid; and (c) if sent
by telecopy, upon receipt.

15.COSTS, EXPENSES AND ATTORNEYS' FEES.    Debtor shall pay to Bank immediately upon demand the full amount of all
payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or
incurred by Bank in connection with (a) the perfection and preservation of the Collateral or Bank's interest therein, and (b) the realization, enforcement and exercise of any right,
power, privilege or remedy conferred by this Agreement, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Debtor or in any way
affecting any of the Collateral or Bank's ability to exercise any of its rights or remedies with respect thereto. All of the foregoing shall be paid by Debtor with interest from the date of demand
until paid

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in
full at a rate per annum equal to the greater of ten percent (10%) or Bank's Prime Rate in effect from time to time.

16.SUCCESSORS; ASSIGNS; AMENDMENT.    This Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the parties, and may be amended or modified only in writing signed by Bank and Debtor.

17.OBLIGATIONS OF MARRIED PERSONS.    Any married person who signs this Agreement as Debtor hereby expressly
agrees that recourse may be had against his or her separate property for all his or her Indebtedness to Bank secured by the Collateral and Proceeds under this Agreement.

18.SEVERABILITY OF PROVISIONS.    If any provision of this Agreement shall be held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions of this
Agreement.

19.GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the laws of the State of
California.

20.ADDENDUM.    Additional terms and conditions relating to the Securities Account are set forth in an Addendum
attached hereto and incorporated herein by this reference.

Debtor
warrants that Debtor is an organization registered under the laws of Delaware.

Debtor
warrants that its chief executive office (or principal residence, if applicable) is located at the following address:2401 East Katella Avenue,
Suite 300, Anaheim, CA 92806

IN
WITNESS WHEREOF, this Agreement has been duly executed as ofMarch 30, 2009.

Willdan
Group, Inc.

|       |  |                                 |  | 
|------ |  | ------------------------------- |  | 
|By:    |  | /s/ Kimberly Gant Kimberly Gant |  | 
|Title: |  | Chief Financial Officer         |  | 

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ADDENDUM TO SECURITY AGREEMENT: SECURITIES ACCOUNT

THIS ADDENDUM is attached to and made a part of that certain Security Agreement: Securities Account executed by WILLDAN
GROUP, INC. ("Debtor") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), dated as of March 30, 2009 (the "Agreement").

The
following provisions are hereby incorporated into the Agreement:



Type of Investment Property

PercentageCash and Cash Equivalents


100
%U.S. Government Bills, Notes and Bonds and U.S. Government Sponsored Agency Securities:(a)

with maturities less than or equal to 5 years


90
%(b)

with maturities greater than 5 years but less than or equal to 10 years


85
%(c)

with maturities greater than 10 years


80
%Corporate and Municipal Bonds and Notes and Brokered CDs:(a)

rated AAA/Aaa, AA/Aa or SP-1 by a nationally recognized rating agency with maturities less than or equal to 5 years


85
%(b)

rated AAA/Aaa, AA/Aa or SP-1 by a nationally recognized rating agency with maturities greater than 5 years but less than or equal to 10 years


80
%(c)

rated AAA/Aaa, AA/Aa or SP-1 by a nationally recognized rating agency with maturities greater than 10 years


75
%(d)

rated A, Baa, BBB or SP-2 by a nationally recognized rating agency with maturities less than or equal to 5 years


75
%(e)

rated A, Baa, BBB or SP-2 by a nationally recognized rating agency with maturities greater than 5 years but less than or equal to 10 years


70
%(f)

rated A, Baa, BBB or SP-2 by a nationally recognized rating agency with maturities greater than 10 years


65
%(g)

Brokered CDs < $100,000 that are fully FDIC insured


90
%Commercial Paper (for split ratings, apply the lower advance rate):(a)

rated Al and P1 by a nationally recognized rating agency


85
%(b)

rated Al or P1 by a nationally recognized rating agency


80
%


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Type of Investment Property

Percentage(c)

rated A2 or P2 by a nationally recognized rating agency


70
%Common and Preferred Stock:(a)

traded on the New York Stock Exchange


75
%(b)

traded on NASDAQ, the American Stock Exchange or a regional exchange:(i)

with a market capitalization greater than $7.5Band**

rated A+, A or A- by a nationally recognized rating agency


75
%**

rated B+ by a nationally recognized rating agency


60
%**

rated B, B- or C by a nationally recognized rating agency


50
%(ii)

with a market capitalization greater than $1B but less than or equal to $7.5Band**

rated A+, A or A- by a nationally recognized rating agency


60
%**

rated B+ by a nationally recognized rating agency


50
%**

rated B, B- or C by a nationally recognized rating agency


40
%(iii)

with a market capitalization greater than or equal to $500MM but less than $1Band**

rated A+, A or A- by a nationally recognized rating agency


50
%**

rated B+ by a nationally recognized rating agency


40
%**

rated B, B- or C by a nationally recognized rating agency


30
%Mutual Funds:(a)

Listed Money Market


95
%(b)

Short Term Taxable or Tax Exempt Bonds


90
%(c)

Intermediate Term Taxable or Tax Exempt Bonds


85
%(d)

General Taxable Bonds


80
%(e)

Municipal Bonds, Single State Bonds or Long Term Corporate Taxable Bonds


75
%(f)

Balanced Stock and Bond Funds (includes flexible portfolio)


75
%(g)

Domestic Large Cap Growth, Value and Core Stock


70
%(h)

Domestic Equity Income Stock


70
%(i)

Domestic Mortgage Taxable Bonds


70
%(j)

Domestic Multi Cap Growth, Value and Core Stock


60
%(k)

Domestic Mid Cap Growth, Value and Core Stock


60
%(l)

Domestic Small Cap Growth, Value and Core Stock


50
%(m)

Domestic Specialty Equity Stock


50
%(n)

Sector, Global, International, High Yield Taxable and Tax Exempt Stocks and Bonds


50
%(o)

Listed NASDAQ Mutual Funds


50
%




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IN
WITNESS WHEREOF, this Addendum has been executed as of the same date as the Agreement.

WILLDAN GROUP, INC.

WELLS FARGO BANK,
NATIONAL ASSOCIATIONBy:

/s/ Kimberly Gant Kimberly Gant

By:

/s/ Randall Repp Randall ReppTitle:

Chief Financial Officer



Vice President


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