exv10w17



 





INDEMNIFICATION AND PLEDGE AGREEMENT




     THIS
INDEMNIFICATION AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of
November ___, 2007, by and among GLEN WELSTAD, an
individual (“Pledgor”), and COMMAND CENTER,
INC., a Washington corporation (the “Company”).



RECITALS




     A.     Pledgor presently owns and seeks to pledge to the Company, pursuant to the terms and
conditions of this Agreement, 750,000 shares of common stock of the Company, par value $0.001 per
share (the “Shares”).



     B.     The Company is a party to that certain Securities Purchase and Registration Rights
Agreement (“Purchase Agreement”), dated as of November 9, 2007, relating to the sale by the Company
of certain shares of its common stock and certain warrants to purchase shares of the Company’s
common stock. Capitalized terms used but not otherwise defined in this Agreement will have the
meanings given such terms in the Purchase Agreement.



     C.     Pursuant to the requirements set forth in Section 2.2(a)(x) of the Purchase Agreement,
Pledgor and the Company are entering into this Agreement.



AGREEMENTS




     NOW, THEREFORE, in consideration of the mutual premises and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Company and Pledgor hereby
agree as follows:



     1.     Tax Obligations. Schedule 1 attached to this Agreement is a true and correct list of any
operations entities previously acquired by the Company that are in arrears in taxes as of the date
of this Agreement and the dollar amount of taxes that such entities are in arrears as of the date
of this Agreement (collectively, the “Tax Obligations”).



     2.     Indemnification. Pledgor hereby agrees to indemnify and hold harmless the Company from and
against any and all losses, claims, damages, liabilities, settlement costs, and expenses,
including, without limitation, reasonable attorneys’ fees, arising out of or relating to the Tax
Obligations.



     3.     Pledge of Shares. Pledgor hereby pledges the Shares to the Company to at all times secure
the following: (a) full and complete payment and satisfaction of the Tax Obligations; and (b) full
and complete performance by Pledgor of his indemnification
obligations set forth in Section 2 of
this Agreement.



     4.     Default and Remedies. In the event that Pledgor fails to perform his obligations under
this Agreement, the Company, in its sole and absolute discretion, may do or cause to be done any
one or more of the following, without any further action: (a) cause the Shares to be registered in
the Company’s name or in the name of any nominee of the Company; or (b) exercise any other remedy
specifically granted under this Agreement or now or hereafter existing in equity, at law, by virtue
of statute, or otherwise.



     5.     Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Buyer
that: (a) Pledgor is the legal, record, and beneficial owner of, and has good title



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to, the Shares, free and clear of all security interests or other encumbrances; and (b) Pledgor has
the full power, authority, and legal right to grant to the Company the pledge set forth in this
Agreement and no further consent, authorization, approval, or other action is required for the
grant of such pledge or for the Company’s exercise of its rights and remedies under this Agreement.




     6.     Termination of Pledge; Release of Shares. Upon full and complete satisfaction of the Tax
Obligations, and without any further action of the parties hereto: (a) the Shares will no longer
subject to the pledge set forth in Section 3 of this Agreement or the other provisions of this
Agreement; and (b) this Agreement will be terminated in all respects.



     7.     Miscellaneous.



     (a)     Any modification, amendment, or waiver of any provision of this Agreement will not be
effective unless the same is in writing and signed by all of the parties hereto.



     (b)     Any and all notices or other communications or deliveries required or permitted to be
provided under this Agreement will be in writing and will be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile or email at the facsimile number or email address specified
in this Section 7(b) prior to
6:30 p.m. (Pacific time) on any business day, (ii) the next business day after the date of
transmission, if such notice or communication is delivered via facsimile or email at the facsimile
number or email address specified in this Section 7(b) on a day that is not a business day or later
than 6:30 p.m. (Pacific time) on any business day, (iii) the business day following the date of
deposit with a nationally recognized overnight courier service, or (iv) upon actual receipt by the
party to whom such notice is required to be given. The addresses, facsimile numbers, and email
addresses for such notices and communications are those set forth on the signature pages hereof, or
such other address or facsimile number as may be designated in writing hereafter, in the same
manner, by any such party.



     (c)     In the event that any provision of this Agreement is deemed to be invalid by reason of the
operation of any law, or by reason of the interpretation placed thereon by any court or other
governmental entity, this Agreement will be construed as not containing such provision and the
invalidity of such provision will not affect the validity of any other provision hereof. Any and
all other provisions hereof which otherwise are lawful and valid will remain in full force and
effect.



     (d)     This Agreement will inure to the benefit of the successors and assigns of the Company and
will be binding upon the heirs, legatees, distributees, transferees, executors, administrators, and
personal representatives and assigns of Pledgor.



     (e)     This Agreement may be executed in one or more counterparts, each of which will be deemed
to be an original, but all of which taken together will be one and the same instrument.



     (f)     The Recitals set forth above are hereby incorporated into and made a part of this
Agreement.



     (g)     THE PARTIES HERETO AGREE THAT THIS AGREEMENT WILL BE INTERPRETED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS RULES) OF THE STATE OF WASHINGTON GOVERNING CONTRACTS
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. THE PARTIES



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HERETO CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE
OF WASHINGTON.




[SIGNATURES ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the Company and Pledgor have caused this Indemnification and Pledge
Agreement to be executed as of the date first written above.



	 	 	 	 	 
	 	 	PLEDGOR:
	 
	 	 	 	 
	 

	 	/s/  GLENN WELSTAD
	 	 	 
	 	 	GLENN WELSTAD, an individual
	 
	 	 	 	 
	 

	 	Address:	 	3773 W. 5th Avenue
	 

	 	 	 	 
	 

	 	 	 	Posts Falls, ID 83854
	 	 	 
	 

	 	 	 	 
	 	 	 
	 

	 	Fax:	 	208-777-0428
	 

	 	 	 	 
	 

	 	Email:	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 
	STATE
OF IDAHO

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	County
of KOOTENAI

	 	 	)	 	 	 






     Subscribed
and sworn to before me this 30th day of November, 2007, by Glenn
Welstad, an
individual.



	 	 	 	 	 
	 

	 	 	 	/s/  Judith L. Kabrick
	 

	 	 	 	 
	 

	 	 	 	Notary Public






	 	 	 
	My Commission Expires:
	 	 
	 
	 	 
	July 21,
2012

	 	 





	 	 	 	 	 
	JUDITH L. KABRICK	 	THE COMPANY:
	NOTARY
PUBLIC
	 	 	 	 
	STATE OF IDAHO	 	COMMAND CENTER, INC., a Washington corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/  Brad E. Herr
	 

	 	 	 	 
	 

	 	 	 	Brad E. Herr, Secretary
	 
	 	 	 	 
	 	 	Address:
	 	 	3773 West Fifth Avenue
	 	 	Post Falls, Idaho 83854
	 

	 	Fax:	 	208-773-7450 Ext 112
	 

	 	 	 	 
	 

	 	Email:	 	brad.herr@commandonline.com
	 

	 	 	 	 





	 	 	 	 	 	 	 
	STATE
OF IDAHO

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.
	County
of KOOTENAI

	 	 	)	 	 	 






     Subscribed
and sworn to before me this 30th day of November, 2007, by Brad E.
Herr, as
the Secretary of Command Center, Inc.



	 	 	 	 	 
	 

	 	 	 	/s/  Judith L. Kabrick
	 

	 	 	 	 
	 

	 	 	 	Notary Public






	 
	My
Commission Expires:   July 21, 2012

JUDITH L. KABRICK

NOTARY PUBLIC

STATE OF IDAHO







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SCHEDULE 1




TAX OBLIGATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Tax Liabilities	 	 	IRS*	 	 	State*	 
	 	Aardvark
	 	 	$	219,534	 	 	 	$	35,196	 	 
	 	Anytime Labor
	 	 	$	44,720	 	 	 	$	1,682	 	 
	 	Awesome Possum
	 	 	$	46,981	 	 	 	 	—	 	 
	 	Broadway Gardens
	 	 	$	89,142	 	 	 	$	19,264	 	 
	 	Dogwood Staffing
	 	 	$	819	 	 	 	 	—	 	 
	 	Harbor Bay
	 	 	$	657,471	 	 	 	$	73,400	 	 
	 	Inland Empire
	 	 	$	19,431	 	 	 	$	2,375	 	 
	 	Rascals
	 	 	$	341,098	 	 	 	$	210,000	 	 
	 	San Antonio
	 	 	$	35,586	 	 	 	$	1,618	 	 
	 	Sonoran Management
	 	 	$	101,465	 	 	 	$	900	 	 
	 	Viken Management
	 	 	 	($16,150	)	 	 	$	3,721	 	 
	 	ZMP
	 	 	$	11,103	 	 	 	 	—	 	 
	 	TOTAL
	 	 	$	1,551,200	 	 	 	$	348,156	 	 
	 







 




			
	* 	 	Additional penalties and interest may be due at the time of payment.






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