Unassociated Document


    THE
COMMON STOCK,  NOTE, WARRANT, AND THE COMMON SHARES ISSUABLE UNDER THE
NOTE AND WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS.  THE
SECURITIES ISSUABLE UNDER THIS AGREEMENT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER: AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS; OR, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMAND
CENTER, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    THE
COMMON STOCK. NOTE, AND ANY SECURITIES ISSUABLE THEREIN HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OF ANY
STATE SECURITIES AGENCIES.

    


     

    MODIFICATION,
RESTATEMENT AND AMENDMENT AGREEMENT

    


    This
MODIFICATION, RESTATEMENT, AND AMENDMENT AGREEMENT, dated as of March 24, 2010
(this “Agreement”), by
and between, SONORAN PACIFIC RESOURCES, LLP, an Arizona Limited Liability
Partnership (“Sonoran
Pacific”) and  COMMAND CENTER, INC., a Washington corporation
(the "Command Center"),
for the purpose of restating, modifying, amending and clarifying the terms of
that certain Summary of Principal Terms-Loan Transaction with Warrants, between
Command Center, Inc. and Sonoran Pacific Resources, LLP, dated June 18, 2008,
Promissory Note entered into between Command Center and Sonoran Pacific, dated
June 24, 2008, a Stock Purchase Warrant, between Command Center and Sonoran
Pacific, dated June 24, 2008, an Agreement for Modification of Promissory Note
and Warrants, between Common Center and Sonoran Pacific, dated April 13,
2009,  and three revised replacement Stock Purchase Warrants, between
Command Center and Sonoran Pacific, dated April 13, 2009. For purposes of this
Agreement, the Sonoran Pacific Note, the Stock Purchase Warrant, and any
amendments or revisions thereto herein are collectively the ”Loan
Documents”.

    


    WHEREAS,
On March 30, 2007, Command Center issued a Stock Purchase Warrant to Sonoran
Pacific, for the purchase of 200,000 shares of Common Stock, which was
subsequently cancelled and replaced by a Stock Purchase Warrant issued on June
24, 2008;

    


    WHEREAS,
On June 24, 2008 Command Center entered into a Promissory Note with Sonoran
Pacific for $2,000,000 (the “Original Sonoran Pacific Note”), together with
a Stock Purchase Warrant for the right to acquire 1,000,000 shares of Common
Stock of Command Center with a strike price of $0.45 per share, subject to
certain protections for dilution, exercisable on or before July 1,
2011;

     

     WHEREAS,
On April 13, 2009, Command Center and Sonoran Pacific entered into an Agreement for Modification of
Promissory Note and Warrants, modifying the terms and conditions of the
Original Sonoran Pacific Note, and replacing all of the previously issued
warrants with three new revised Warrants (the “Extension Agreement,” and the
three new revised Warrants are referred to as the Replacement
Warrants”);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WHEREAS,
as of the date hereof, Command Center was not in compliance with bi-weekly
principal and interest payments, as well as payment of a liquidity redemption
payment  required by the Extension Agreement (the
“Default”);

     

    WHEREAS,
Command Center requests that Sonoran Pacific cancel Command Center’s obligations
to make certain principal and interest payments under any of the Loan Documents;
and,

    


    WHEREAS,
Command Center will deliver to Sonoran Pacific a new Convertible Promissory Note
and additional Common Stock Purchase Warrant with the understanding that there
is no obligation by Sonoran Pacific to loan Command Center any further funds
under such Note, and Command Center shall issue to Sonoran Pacific, or its
assignees as herein identified, 10,000,000 shares of Command Center Common
Stock.

    


    NOW,
THEREFORE, in consideration of the above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Command Center and Sonoran Pacific agree as follows:

    


    1. Share Consideration.
Command Center agrees to issue the aggregate consideration of 10,000,000 shares
of Command Center Common Stock (the “Share Consideration”).  Command
Center shall bear the fees and costs of any stock certificates representing the
Share Consideration issued to entities as designated by Sonoran Pacific. At the
Closing, Command Center shall deliver certificates  and/or credit the
appropriate class and number of such shares to book entry accounts for each such
designated holder representing the Share Consideration as follows:

    


    
      	
              Designated
      Entity

            	
              Shares

            
	
               

              Center
      for Sharing, Inc.

              Family
      Life Educational Ministries, Inc.

              JDS
      Trust, UTA dated 8/22/2004

              JD
      Investments, Inc.

              Jubilee
      Fellowship, Inc.

              Sonoran
      Pacific Foundation, Inc.

              Vista
      Hermosa, Inc.

              Sonoran
      Pacific Resources, LLP

               

                         
      Total Share Consideration

            	
               

                800,000

              1,200,000

              1,800,000

                200,000

              1,600,000

                 800,000

              1,600,000

              2,000,000

               

                         10,000,000

            


    

    


    2.           Waiver of Event of Default;
Liquidity Redemption Penalty. Sonoran Pacific  forbears,
releases, waives, and  disclaims each Penalty or Event of Default that
may have arisen under the Loan Documents or modifications thereto .

     

    3.           Loan Obligation
Modification. The Original Sonoran Pacific Note is deemed canceled
retroactive to June 24, 2008, and Command Center is released from any liability
thereto. Sonoran Pacific cancels, and otherwise rescinds the Original Sonoran
Pacific Note, and any amendments, revisions or exercises thereto; and Sonoran
Pacific and releases, acquits, waives, disclaims, and discharges Command Center
from liability thereunder, provided, however, all payments made thereunder are
the property of Sonoran Pacific and are not refundable.  Sonoran
Pacific releases, acquits, waives, disclaims, and discharges Command Center from
liability under the Agreement
for Modification of Promissory Note and Warrants, between Common Center
and Sonoran Pacific, dated April 13, 2009. Sonoran Pacific agrees that Command
Center has no obligation of any kind to issue any additional securities to
Sonoran Pacific under the Original Sonoran Pacific Note or the Agreement for Modification of
Promissory Note and Warrants, between Command Center and Sonoran Pacific,
dated April 13, 2009; provided, however, all of the Replacement Warrants
previously issued or granted to Sonoran Pacific remain in full force and effect,
except as modified herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.1           Concurrently
with the execution of this Agreement, Command Center will execute and deliver
the Convertible Promissory Note attached hereto as Schedule 1 to Sonoran
Pacific. Upon receipt of Schedule 1, Sonoran Pacific will deliver to Command
Center the following documents marked as “Cancelled”: (i) the Original
Promissory Note entered into between Command Center and Sonoran Pacific, dated
June 24, 2008; and (ii) the Agreement for Modification of Promissory Note and
Warrants, between Common Center and Sonoran Pacific, dated April 13,
2009.

    


    3.2           Concurrently
with the execution of this Agreement, Command Center will execute and deliver
the Common Stock Purchase Warrant attached hereto as Schedule 2 to Sonoran
Pacific (The “New Warrant”).

    


    4. No Further Obligation by
Sonoran Pacific. Command Center was provided funds under the Loan
Documents previously and Sonoran Pacific has no further obligation to loan
Command Center the principal amount stated in the Loan Documents.

    


    5. Effective Date. The
agreements, amendments and waivers set forth herein shall be effective as of
March 24, 2010, shall be
the effective date for this transaction (the “Effective Date).

    


    6. No Further
Agreements. Except as specifically set forth in this Agreement and in
Schedules 1 and 2, there are no other amendments, modifications or waivers to
the Loan Documents.

    


    7. Sonoran Pacific
Representations. To the best of its knowledge, Sonoran Pacific hereby
represents and warrants to Command Center that from October 20, 2009 to the date
of the signatures herein (after giving effect to this Amendment), no Event of
Default exists; and, no penalties are imposed, or arise out of this Agreement or
the Loan Documents. Sonoran Pacific is aware and understands that the common
stock of Command Center currently only trades on the “Pink Sheets”and has not
timely filed all reports due under the Securities and Exchange Act of
1934.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8. Future References.
From and after the Effective Date, all references in any remaining Loan
Documents to the Note shall be deemed to be references to the Convertible
Promissory Note attached hereto as Schedule 1.

    


    9. Form 8-K Obligation.
Command Center hereby agrees to file an 8-K, completed as appropriate, with the
Securities and Exchange Commission disclosing the terms and conditions set forth
in this Agreement as soon as practicable, but no later than the third (3rd)
business day following the date hereof.

    


    10. Interpretation. This
Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforce­able by each of the parties hereto and its successors and permitted
assigns.  THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF ARIZONA.  This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one instrument.

    


    11. Senior Indebtedness.
This Agreement and the rights of Sonoran Pacific, and the terms and conditions
set forth herein, are subject to any existing senior indebtedness of Command
Center: Holder recognizes its rights herein may be subject to any existing
senior indebtedness to the extent the same is secured by assets of
Maker.

    


    


    12. Legal Representation.
Sonoran Pacific represents and acknowledges that Charles A. Cleveland is the
attorney for Command Center, Inc; and Sonoran Pacific and has utilized the
services of Steven P. Oman, Esq, as its counsel.

    


    13. No Broker Fees. Each
party represents to the other party that it has not used a broker or other agent
in connection with this Agreement or the transaction contemplated by this
Agreement.  In the event any person asserts a claim for a broker’s
commission or finder’s fee against one of the parties to this Agreement, the
party against whom the claim is asserted will indemnify and hold the other party
harmless from said claim.

     

    14. Qualified Institutional
Buyer Status.  Sonoran Pacific represents that it is a
“Qualified Institutional Buyer” as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act of 1933, as amended, and
together with its purchaser representative(s) Jerry Smith, have such knowledge
and experience in financial and business matters that they are capable of
evaluating the merits and risks of an investment in the Command Center and of
making an informed investment decision.

    


    15. Rules of
Construction. Each party acknowledges that its legal counsel participated
in the preparation of this Agreement and the Related Agreements and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved
against the drafting party shall not be applied in the interpretation of this
Agreement to favor any party against the other.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    16. Schedules. The
following Schedules are attached hereto and made a part of this Agreement:
Schedule 1 is the Convertible Promissory Note; and, Schedule 2 is a Common Stock
Purchase Warrant.

    


    17. Regulation
FD/Material Non-Public Information. Sonoran Pacific
is aware that trading in securities of Command Center while in possession of
material non-public information, may subject it and  its
representatives to insider trading claims or damages by the Securities Exchange
Commission, State “Blue Sky” agencies, or shareholders.  Sonoran
Pacific agrees to comply with its reporting obligations under the Federal and
State Securities laws. Sonoran Pacific expressly agrees to keep confidential,
the information set forth on Schedule 1 of the Convertible Promissory Note, and
not buy, sell, or otherwise trade any securities of Command Center while in
possession of such information before March 1, 2011. The shares certificates to
be issued under section 1 above may contain a restrictive legend prohibiting the
resale of the shares represented thereby until March 1, 2011.

    


    IN WITNESS WHEREOF, each of
the Command Center and Sonoran Pacific has caused this Agreement signed in its
name effective as of this 24th day of March, 2010.

     

    
      
        	 	      
                COMMAND
      CENTER, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/  Glenn
      Welstad	 
	 	 	Name:
      Glenn Welstad	 
	 	 	Title:  
      President	 
	 	Date:  	March
      24, 2010	 
	 	 	 	 


      

      
        	 	      
                SONORAN
      PACIFIC RESOURCES, LLP

              	 
	 	 	 	 
	
              	
                By:
      

              	JD
      Smith	 
	 	 	Name:
      Jerry Smith 	 
	 	 	Title:  
      President	 
	 	 	March 30,
      2010	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
1

     

    THIS
NOTE AND THE COMMON SHARES ISSUABLE UNDER THE NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY
STATE SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UNDER
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF EITHER: AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR, AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO COMMAND CENTER, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    THIS
NOTE AND THE UNDERLYING SECURITIES, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE ARIZONA DEPARTMENT OF
CORPORATIONS,  THE WASHINGTON DEPARTMENT OF FINANCIAL INSTITUTIONS, OR
ANY OTHER STATE SECURITIES AGENCIES.

    


    THERE
IS NO TRUST INDENTURE OR TRUSTEE ARRANGEMENT. THE NOTE IS
UNSECURED.

    


     

    CONVERTIBLE
PROMISSORY NOTE

     

    
      
        	
                [$1,300,000.00]

              	
                March
      24, 2010 (the “Effective
      Date”)

              


      

    

     

    FOR VALUE
RECEIVED, the undersigned, COMMAND CENTER, INC., a Washington corporation
(collectively referred to as the “Maker”), promises to pay to
the order of Sonoran Pacific Resources, LLP, an Arizona limited liability
partnership, (the “Holder”), the principal
amount of [One Million Three Hundred Thousand and no/100 Dollars
($1,300,000.00)] or such lesser amounts of principal that may be outstanding
from time to time.  Maker promises to pay the principal and interest
evidenced hereby in accordance with the terms and conditions herein contained
and set forth.

     

    1.           Repayment.  Subject
to exercise of conversion rights, Maker shall repay this Note on the following
terms: Subject to section 4,
the entire principal balance, along with interest at the rate of twelve
percent (12%) per annum shall be due and payable in weekly installments
of  the greater of (i) $5,000 or (ii) a percentage of  the
earnings of the Maker computed before deducting interest, taxes, depreciation,
and amortization, with the actual percentage determined from week to week based
upon Maker’s revenue as provided in Schedule 1 attached hereto and incorporated
herein by reference. The installments shall commence on March 29, 2010 and
continue on the first of each week thereafter through December 31,
2010.  Payments shall be applied first to interest and then to
principal.  The entire balance of principal and interest is due in
full no later than December 31, 2010, unless converted as herein provided
(“Repayment Date”).

     

    1.1            Interest
Rate. Interest payable on this Note shall accrue at a rate per annum
equal to twelve (12%) simple percent.  Interest is simple and not
compounded. Interest shall be (i) calculated on the basis of a 360 day
year.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2           Proceeds
of Certain Events. In addition to the weekly payments, Maker shall pay to
Holder as an additional principal payment of fifty percent of the net proceeds
actually received by Maker, if and when received, of the following
events:  (i) proceeds from the sale of beneficial interests in real
properties owned by Maker located in Kent, Washington and/or Yuma, Arizona; and,
(2) refunds received from A I Credit, AIG Insurance and Arch
Insurance.

     

    1.3.           Note
Conversion  Amount.  The Holder has
certain rights to convert the  remaining Principal Amount of this Note
together with the Interest Amount thereon (the “Note Conversion
Amount”)

     

    2.           Collateral/Impairment.  The
Note is unsecured. The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Note and in the
taking of all such action as may be necessary or appropriate in order to protect
the Conversion Rights of the Holders of the Note against
impairment.

    


    2.1         Subordination. Holder recognizes its
rights herein may be subject to any existing senior indebtedness to the extent
the same is secured by assets of Maker.

    


     

    3.           Place of
Payment.  All payments will be made by Maker and mailed or
delivered to Holder’s principal address or at such other place or places as
Holder may designate in writing from time to time.

     

    4.           Holder’s
Conversion Rights.  The Holder shall have the right, but not
the obligation, to convert all or any portion of the then aggregate outstanding
principal amount  of this Note, together with interest and fees due
hereon, into shares of Common Stock (as hereinafter defined) subject to the
terms and conditions set forth in this Article 4.  The Holder may
exercise such right by delivery to the Borrower of a written notice of
conversion not less than three (3) business days prior to the date upon which
such conversion shall occur.

     

    4.1            Holder’s
Note Conversion Privilege. Subject to applicable Federal and/or State
securities laws, at any time after January 1, 2010, the Holder may convert all
of part of the outstanding principal balance and accrued interest into shares of
the Company’s common stock, (“Common Stock”) at any time
prior to full payment of this Note. The Holder shall provide notice in writing
to the Company from the registered holder hereof.  Upon delivery of
notice of conversion, the principal amount so converted shall cease to bear
interest, beginning with the date of such notice, this Note shall be deemed paid
to the extent of the amount so converted with any remaining outstanding balance
of principal, interest and fees due as provided herein.  For purposes
hereof, the price at which shares of Common Stock shall be deliverable upon
conversion of this Convertible Promissory Note without the payment of any
additional consideration by the Holder thereof (the "Conversion Price") shall be
80% of the average closing bid price for the Common Stock of Command Center on
the Principal Trading Market for the twenty (20) trading days ending the day
prior to the Notice of Conversion.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.1.1                     The
“Principal Trading Market” for the Common Stock shall include the OTC Bulletin
Board or commonly known as the Pink Sheets (the electronic quotation system
operated by Pink OTC
Markets, Inc.) (whichever of the foregoing is at the time the principal
trading market or electronic quotation system  for the Common Stock,
or any securities exchange or other securities market on which the Common Stock
is then being listed or traded.

     

    4.2           Conversion
Limitation.  Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to convert pursuant to the terms of
the Note an amount that would be convertible into that number of shares of
Common Stock which, when added to the number of shares of Common Stock otherwise
beneficially owned by such Holder including those issuable upon exercise of
warrants held by such Holder would exceed 4.99% of the outstanding shares of
Common Stock of the Borrower at the time of conversion.  For the
purposes of the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and Regulation
13d-3 thereunder.  The conversion limitation described in this Section
4 shall automatically become null and void upon sixty-one (61) days prior notice
to the Maker by the Holder

     

     

    4.3          Mechanics
of Holder’s Conversion. (a) In the event that the Holder elects to
convert this Note into Common Stock, the Holder shall give notice of such
election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the
Maker and such Notice of Conversion shall provide a breakdown in reasonable
detail of the Principal Amount, accrued interest and fees being
converted.  On each Conversion Date (as hereinafter defined) and in
accordance with its Notice of Conversion, the Holder shall make the appropriate
reduction to the Principal Amount, accrued interest and fees as entered in its
records and shall provide written notice thereof to the Maker within two (2)
business days after the Conversion Date.  Each date on which a Notice
of Conversion is delivered or telecopied to the Maker in accordance with the
provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of
Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit
A.

     

    4.3.1                      Pursuant
to the terms of the Notice of Conversion, the Maker will issue instructions to
the transfer agent accompanied by an opinion of Holder’s counsel (that such
issuance will not violate applicable Federal and/or State Securities Laws)
within three (3) business day of the date of the delivery to Maker of
the  Notice of Conversion  and shall cause the transfer
agent to transmit the certificates representing the Conversion Shares to the
Holder by crediting the account of the Holder’s designated broker with the
Depository Trust Corporation (“DTC”) through its Deposit
Withdrawal Agent Commission (“DWAC”) system within three (3)
business days after receipt by the Maker of the Notice of Conversion (the “Delivery Date”).  In
the case of the exercise of the conversion rights set forth herein the
conversion privilege shall be deemed to have been exercised and the Conversion
Shares issuable upon such conversion shall be deemed to have been issued upon
the date of receipt by the Maker of the Notice of Conversion.  The
Holder shall be treated for all purposes as the record holder of such Common
Stock, unless the Holder provides the Maker written instructions to the
contrary.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.4           Conversion
Mechanics.

     

    4.4.1                      The
number of shares of Common Stock to be issued upon each conversion of this Note
shall be determined by dividing that portion of the principal and interest and
fees to be converted, if any, by the then applicable Conversion
Price.  In the event of any conversions of outstanding principal
amount under this Note in part pursuant to this section 4, such conversions
shall be deemed to constitute conversions of outstanding principal amount
applying to Monthly Amounts for the remaining Repayment Dates in chronological
order.

     

    4.4.2                      The
Conversion Price and number and kind of shares or other securities to be issued
upon conversion is subject to adjustment from time to time upon the occurrence
of certain events, as follows:

     

    A.          Stock Splits, Combinations
and Dividends.  If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, if any portion
of the Conversion Price is calculated based upon bid closing prices occurring
prior to such event, the Conversion Price or the Conversion Price, as the case
may be, shall be proportionately reduced in case of subdivision of shares or
stock dividend or proportionately increased in the case of combination of
shares, in each such case by the ratio which the total number of shares of
Common Stock outstanding immediately after such event bears to the total number
of shares of Common Stock outstanding immediately prior to such event with
respect to the closing bid prices used in the calculation of the Conversion
Price occurring prior to such event.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    B.           Reserving Shares.
During the period the conversion right exists, the Maker will reserve
from its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of Common Stock upon the full conversion of this
Note.  The Maker represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable.  The Maker
agrees that its issuance of this Note shall constitute full authority to its
officers, agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary certificates
for shares of Common Stock upon the conversion of this Note.

     

    C.           Reclassification,
etc.  If the Maker at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different number of
securities of any class or classes, this Note, as to the unpaid Principal Amount
and accrued interest thereon, shall thereafter be deemed to evidence the right
to purchase an adjusted number of such securities and kind of securities as
would have been issuable as the result of such change with respect to the Common
Stock immediately prior to such reclassification or other change.

     

    4.5           Issuance
of New Note.  Upon any partial conversion of this Note, a new
Note containing the same date and provisions of this Note shall, at the request
of the Holder, be issued by the Maker to the Holder for the principal balance of
this Note and interest which shall not have been converted or paid. Subject to
the provisions of Section 4, the Holder will pay no costs, fees or any other
consideration to the Maker for the production and issuance of a new
Note.

     

    4.6           Lawful
Money.  All payments will be in lawful money of the United
States of America or in such other form which is acceptable to
Holder.  Holder’s acceptance of payment in any form other than lawful
money of the United States of America for any partial payment required or
permitted under the provisions of this Note will not be a waiver of the
requirement that any future payments be made in lawful money of the United
States of America.

     

    5. Prepayment.  Maker
will have the right to prepay the Note in full or in part, at any time, subject
to the terms of the Note without penalty, provided Maker shall give Holder at
least ten days written notice of such prepayment to allow time for Holder to
exercise its rights of conversion under Section 4 of this Note..

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Default.
If Maker fails to timely make any payment or other amount due under this Note or
otherwise takes any action or fails to take any action that constitutes a
default under this Note, Holder shall send a Notice of Default to Maker,
informing Maker of the nature of the default.  Upon delivery of the
Notice of Default, Maker shall have ten (10) days to cure the default and
provide a Notice of Cure to Holder, explaining that the default has been
cured.

     

    
      7. Remedies.  Upon the occurrence of a default that is not cured
within the ten-day period described above, Holder may, in its sole
discretion:

    

    
    

    


    7.1           Declare
the entire unpaid principal and all other sums owed hereunder immediately due
and payable;

     

    7.2           Irrespective
of whether the unpaid principal is accelerated under section  7.1
above, upon the occurrence of a default that is not cured within the ten-day
period described above the interest rate shall be automatically increased to 18%
per annum on the full outstanding balance from the date any delinquent payment
was due until the delinquency is cured; and

     

    7.3           Exercise
any remedy set forth herein or otherwise available at law or in
equity.

     

    8.           Remedies
Cumulative.  No remedy herein conferred upon Holder is intended
to be exclusive of any other remedy and each and every such remedy will be
cumulative and may be exercised singularly or concurrently and will be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

     

    9.           Waiver.  Failure
or delay of Holder to exercise any right or remedy hereunder with respect to any
default or other circumstance will not constitute a waiver of the right to
exercise the same with respect to any subsequent default or other circumstance
or in the event of continuance of any existing default after demand for
performance hereof.

     

    10.           Choice of
Law.  This Note will be governed by, and will be construed and
enforced in accordance with, the laws of the State of Arizona, without regard to
principles of conflicts of laws.   Any controversy arising out
of, connected to, or relating to any matters herein of the transactions between
Holder and Borrower shall be settled by arbitration in accordance with the Rules
for Commercial Arbitration of the American Arbitration Association and in
accordance with this paragraph and judgment on the arbitrator's award may be
entered in any court having jurisdiction thereof in accordance with the
provisions of Arizona Law.  In the event of such a dispute, each party
to the conflict shall select an arbitrator, both of whom shall then select a
third arbitrator, which shall constitute the three person arbitration
board.  The decision of a majority of the board of arbitrators, who
shall render their decision within thirty (30) days of appointment of the final
arbitrator, shall be binding upon the parties. The prevailing party on any
action to enforce rights hereunder shall be entitled, in addition to any court
awarded damages, their costs and reasonable attorney's fees, whether at trial,
or on appeal. Venue for any proceeding herein shall lie in Phoenix, Arizona. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.  In the event that any provision
of this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or unenforceability of any other provision
of this Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.           Attorneys’
Fees.  Maker may be required to pay all costs and expenses,
including attorneys’ and experts’ fees and court costs, incurred in the
collection or enforcement of all or any part of this Note.

     

    12           Amendment.  This
Note may not be amended, modified or changed, nor will any waiver of any
provision hereof be effective, except only by an instrument in writing and
signed by the party against whom enforcement of any waiver, amendment, change,
modification or discharge is sought.

     

    13           Headings.  The
paragraph headings used herein are for convenience only and are not to be used
to interpret or construe this Note.

     

    14           Time is
of the Essence.  Time is of the essence of this Note and each
and every provision hereof.  Any extension of time granted for the
performance of any duty under this Note will not be considered an extension of
time for the performance of any other duty under this Note.

     

    15           Successors
and Assigns.  Whenever used herein, the words “Maker” and
“Holder” will be deemed to include their respective heirs, personal
representatives, successors and assigns.  This Section will not be a
consent by Holder for Maker to assign or transfer any rights, powers,
obligations or duties of Maker. This Note may only be assigned by the Holder, in
whole or in part, by execution by the Holder of the form of assignment
hereinafter provided for and only with the consent of the Company, which consent
shall not be unreasonably withheld. Subject to applicable securities laws, this Note shall
be binding upon the Maker and its successors and assigns, and shall inure to the
benefit of the Holder and its successors and assigns.  This Note may
not be sold, transferred, assigned or hypothecated unless an exemption from the
registration requirements of the United States Securities Act of 1933, as
amended (the “Securities Act”), is available.  Any such assignment
shall be made by surrender of this Note to the Maker or at the office of its
Transfer Agent, together with a written opinion of counsel (at the sole expense
of Holder) to the effect that the proposed assignment will not violate
applicable securities laws; whereupon the Maker shall, without charge, execute
and deliver a new Note in the name of the assignee named in such instrument or
assignment and this Note shall promptly be cancelled. 

     

    16           Compliance
with the Securities
Act.

    


    16.1           This
Note or the Common Stock issuable therein have not been registered under the
Securities Act or under the laws of any state of the United States. This Note or the Common Stock or any
other security issued or issuable thereupon, may not be sold, transferred or
otherwise disposed of unless registered under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act and all applicable state securities laws. The Note and certificates for any
Common Stock issued herein shall bear a legend to such effect, and that
appropriate transfer instructions may be issued.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    16.2           By
accepting this Note, the Holder hereby represents and warrants to the Borrower:
that this Note, and the Common Stock to be issued herein, have not been approved
or disapproved by the United States Securities and Exchange Commission, the
State of Arizona, any other state securities agencies or foreign jurisdictions.
The Company is under no obligation to register this Note or any Common Stock
issuable thereon.

    


    16.3           Deleted

    


    16.4           Holder  confirms
that it is an “accredited investor” within the meaning of SEC Regulation “D,”
or the
undersigned alone, or together with its purchaser representative(s), has such
knowledge and experience in financial and business matters that Holder, or the
undersigned and such representative(s) together, are capable of evaluating the
merits and risks of this Note and of making an informed decision regarding this
Note.

     

    
      16.5    Holder
agrees to placement of the following legend:



    
    

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ("ACT"), AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR
STATE SECURITIES ACTS; AND IS A RESTRICTED SECURITY AS DEFINED BY RULE 144 OF
THE ACT. THE SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SHALL BE
EFFECTIVE UNDER THE ACT OR ANY OTHER FEDERAL OR STATE SECURITIES ACTS OR AN
EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE ACT IS EFFECTIVE, AND, (2)
THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL FOR THE COMPANY THAT NO
VIOLATIONS OF ANY SECURITIES ACTS WILL BE INVOLVED IN ANY TRANSFER.

     

    17.           Severability.  In
case any one or more of the provisions contained in this Note will for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision
hereof and this Note will be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

     

    18.           Notices. Notice which is required
or permitted to be given under this Note shall be personally delivered by hand,
by  a recognized overnight courier for overnight delivery or
by  deposit of the notice with the U.S Postal Service for delivery by
certified mail, return receipt requested, in any case prepaid and properly
addressed as set forth below.  Notice shall be deemed given on the day
of receipt.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    All communications shall be sent as
follows:

     

    
      	
              If
      to the Maker, to:

            	
              Command
      Center , Inc.

              3773 W. Fifth
      Avenue

              Post Falls, ID
      83854

              Attention:    Chief
      Financial Officer

              Facsimile:     (208)
      777-0428

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Attention:    Charles
      A. Cleveland, P.S.

                         Suite  660, 316
      West Boone

                         Spokane,
      WA  99201-2401

              Facsimile:     
      (509) 326-1872

            
	 
      	 
      
	
              If
      to the Holder, to:

            	
              Sonoran
      Pacific Resources, LLP

              10466
      North 74th
      Street, Suite 120

              Scottsdale,
      AZ  85258

              Facsimile:    (480)
      348-7902

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Steven
      P. Oman, Esq.

              8664
      East Chama Road

              Scottsdale,
      AZ  85255

              Facsimile:    (480)
      348-1471

            


    

     

    or at
such other address as the Maker or the Holder may designate by ten (10) days'
advance written notice to the other parties hereto given in accordance
herewith.

     

    20.           Shareholder
Rights.  Holder shall not, by virtue hereof, be entitled to any
rights of a shareholder in the Company, either at law or equity, and the rights
of the Holder are limited to those expressed in this Note and are not
enforceable against the Company except to the extent set forth
herein.

     

    21.                      Regulation
FD/Material Non-Public Information. Sonoran Pacific is aware
that trading in securities of Command Center while in possession of material
non-public information, may subject it and  its representatives to
insider trading claims or damages by the Securities Exchange Commission, State
“Blue Sky” agencies, or shareholders. Sonoran Pacific agrees to comply with its
reporting obligations under the Federal and State Securities
laws.  Sonoran Pacific expressly agrees to keep confidential, the
information set forth on Schedule 1 of the Convertible Promissory Note, and not
buy, sell, or otherwise trade any securities of Command Center while in
possession of such information before March 1, 2011.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Maker has caused this Note to be executed and delivered as
of the day and year first above written.

     

    
      
        	 	      
                MAKER:

              	 
	 	 	 
	 	      
                COMMAND
      CENTER, INC

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Glenn
      Welstad	 
	 	 	Glenn
      Welstad	 
	 	 	Title:
      President and CEO	 
	 	 	      
                Date:
      March 24, 2010

              	 


      

    

     

    
      
        	 	      
                HOLDER:

              	 
	 	 	 
	 	      
                SONORAN
      PACIFIC RESOURCES, LLP

              	 
	 	 	 
	 	      
                By
      JD INVESTMENTS, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	JD
      Smith	 
	 	 	Jerry
      Smith	 
	 	 	Title:
      President	 
	 	 	Date:	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

    Form to
be used to Convert Note:

    


    COMMAND
CENTER, INC.

    (a
Washington Corporation)

    
      	
              Command
      Center, Inc.

            


    

    
      	
              3773
      W. Fifth Avenue

            


    

    
      	
              Post
      Falls, ID 83854

            


    

    


    HOLDER
NOTE CONVERSION NOTICE

     

    The
undersigned registered Holder of the attached Convertible Promissory Note, dated
as of, 2010, originally executed by Command Center, Inc., a Washington
Corporation  (the "Note”), hereby irrevocably exercises the option to
convert US$_________ of the Note Conversion Amount into Common Stock in
accordance with the terms of the Note, and directs that the Certificates
representing the Common Stock issuable and deliverable upon such conversion be
issued and delivered to the registered holder hereof . Capitalized terms used in
this Conversion Notice and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Note.

     

    Please issue the shares of the Common
Stock as to which the
conversion right under this
Note is exercised in accordance with the
instructions given below.

     

    
      
        	
                1.

              	
                Conversion
      Price:

              	$	
                 

              	 
	 
      	 
      	 	 
      	 
	
                2.

              	
                Amount
      to be paid:

              	      
                $

              	
                 

              	 
	 
      	 
      	 	 
      	 


      

      
        	
                3.

              	
                Shares
      To Be Delivered (2 divided by 1):

              	
                 

              	 


      

    

     

    In connection with this conversion
exercise, the undersigned represents as follows: (Please check the ONE box
applicable):

     

    
      
        	
                x

              	
                1.

              	
                The undersigned hereby certifies
      that (i) it was the original Holder, (ii) it is an Accredited Investor and
      (iii) the representations and warranties made to the Command Center,
      Inc.in connection with the acquisition of  Convertible
      Promissory Note
      remain true and correct on the date of this Note Conversion
      Notice.

              
	 
      	
                2.

              	
                The undersigned is delivering a
      written opinion of counsel to the effect that the Common Stock to be
      delivered upon exercise hereof are exempt from registration requirements of United States
      Securities Act of 1933 as
amended.

              


      

    

     

    If any portion of the Note is not being converted, a new Note will be issued and delivered with the
Common Share certificates.

     

    
      
        	 	Signature:	 	 
	 	 	 	 
	
              	
                Signature Guaranteed:

              	
              	 
	 	 	
              	 
	
              	      
                Date of
      Notice:

              	
              	 


      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    INSTRUCTIONS
FOR REGISTRATION OF STOCK

    


    
      
        	
                Name:

              	  
      	 
      
	 
      	
                (Print
      in Block Letters)

              	 
      
	 
      	 
      	 
      
	
                Address:

              	   
      	 
      
	 
      	  
      	 
      
	 
      	  
       	 
      
	 
      	 
      	 
      
	
                Social
      Security

              	 
      	 
      
	
                Number
      or

              	 
      	 
      
	
                Employer
      Identification

              	 
      	 
      
	
                Number:

              	 
      	 
      


      

    

     

    


    ******************************************

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
I

    Weekly
Payments to be Made as Percentage of EBITDA*

     

    
      
        	
                Weekly Gross Revenue

              	 	
                Percent of EBITDA to Be
Paid

              	 
	 
      	 	 
      	 
	
                Up
      to 1,100,000

              	 	
                20%

              	 
	
                1,100,000
      – 1,200,000

              	 	
                30%

              	 
	
                1,200,000
      – 1,300,000

              	 	
                40%

              	 
	
                1,300,000
      – 1,400,000

              	 	
                45%

              	 
	
                1,400,000
      – 1,500,000

              	 	
                50%

              	 
	
                1,500,000
      – 1,600,000

              	 	
                55%

              	 
	
                1,600,000
      – 1,700,000

              	 	
                60%

              	 
	
                1,700,000
      or more

              	 	
                65%

              	 


      

    

     

    * EBITDA
is earnings before interest, taxes, depreciation and amortization.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    SCHEDULE
2

     

    THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO SUCH
SECURITIES FILED UNDER THE ACT, OR AN EXEMPTION FROM REGISTRATION, AND
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER MAY REQUIRE AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF THAT SUCH REGISTRATION IS
NOT REQUIRED AND THAT SUCH LAWS ARE COMPLIED WITH.

    


    VOID
AFTER 5 P.M. POST FALLS, IDAHO TIME ON MARCH 15, 2015.

    


    STOCK
PURCHASE WARRANT

    For the
purchase of 1,500,000 shares of Common Stock of

    COMMAND
CENTER, INC.

    (A
Washington Corporation)

     

    THIS CERTIFIES THAT, for value
received, Sonoran Pacific Resources, LLP (the "Holder") as registered owner of
this Warrant, is entitled, at any time or from time-to-time from the date of the
Warrant through March 15, 2015, to subscribe for, purchase and receive 1,500,000
fully paid and nonassessable shares of the Common Stock (the "Common Stock") of
Command Center, Inc., a Washington corporation (the "Company"). The number of shares of Common Stock
to be received upon the exercise of this Warrant and the price to be paid for a
share of common stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock delivered or deliverable upon such exercise,
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Stock" upon presentation and surrender of this Warrant and upon payment
of the Exercise Price. The
Exercise Price of a share of common Stock in effect at any time as is adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price".
Upon the occurrence of any of the events specified in the Statement of
Rights of Warrant Holder, a copy of which is attached as Annex I hereto and by
this reference incorporated herein, the rights granted by this Warrant shall be
adjusted as therein specified.  If the rights represented hereby have
not been exercised on or before 5:00 p.m. Post Falls, Idaho Time on March 15,
2015 this Warrant shall be void without further force or effect and all rights
represented hereby shall cease and expire.

    


    The
Holder may exercise this Warrant, upon written notice to the Holder thereof at a
price equal to the following (“Exercise Price Schedule”):

     

    
      
        	
                Exercise Price

              	 	
                Ending Period of  Exercise
      Price

              
	$	0.08	 	
                March
      15, 2011

              
	$	0.16	 	
                March
      15, 2012

              
	$	0.32	 	
                March
      15, 2013

              
	$	0.50	 	
                March
      15, 2014

              
	$	1.00	 	
                March
      15, 2015

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    This
Warrant may only be assigned by the Holder, in whole or in part, by execution by
the Holder of the form of assignment hereinafter provided for and only with the
consent of the Company, which consent shall not be unreasonably withheld. This
Warrant may not be sold, transferred, assigned or hypothecated unless an
exemption from the registration requirements of the United States Securities Act
of 1933, as amended (the “Securities Act”), is available.  Any such
assignment shall be made by surrender of this Warrant to the Company or at the
office of its stock transfer agent, together with a written opinion of counsel
(at the sole expense of Holder) to the effect that the proposed assignment will
not violate applicable securities laws; whereupon the Company shall, without
charge, execute and deliver a new Warrant  or Warrants of like tenor
in the name of the assignee named in such instrument or assignment and this
Warrant shall promptly be cancelled.

    


     In
the event of any assignment made as aforesaid, the Company, shall transfer this
Warrant on the books of the Company and shall execute and deliver a new
Warrant

    


    This Warrant may be exercised in
accordance with its terms in whole or in part.  In the event of the
exercise in part only, the Company shall cause to be delivered to the Holder a
new Warrant of like tenor to this Warrant in the name of the Holder evidencing
the right of the holder to purchase the number of shares of the Common Stock as
to which this Warrant has not been exercised.

    


    In no event shall this Warrant (or the
shares of the Common Stock issuable upon full or partial exercise hereon) be
offered or sold except in conformity with the Securities Act of 1933, as
amended, and applicable state securities laws.

    


     

    (a) Holder
understands that there may be a delay in the delivery of the Shares issuable
upon exercise of this Warrant by the Transfer Agent in the usual course of the
business of the Transfer Agent.

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be signed by its duly authorized officers and to be
sealed with the seal of the Company this 24th day of March, 2010.

    
       

      
        
          	 	      
                  COMMAND
      CENTER, INC

                	 
	 	 	 	 
	
                	
                  By:
      

                	/s/ Glenn
      Welstad	 
	 	 	Glenn
      Welstad	 
	 	 	Title:
      President and CEO	 
	 	 	      
                  Date:
      March 24, 2010

                	 


        

      

    

     

    
      
        	      
                Attest:

              	 	 	 	 
	 	 	 	 	 
	
                /s/
      Ronald L. Junck

              	 	 	
              	 
	
                Secretary

              	 	 	
              	 
	
                Title 

              	 	 	
              	 


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ANNEX
I

    TO
STOCK PURCHASE WARRANT

    COMMAND
CENTER, INC.

    STATEMENT
OF RIGHTS OF WARRANT HOLDER

    


    (a)           This
Warrant may be exercised in whole or in part at anytime or from time to time on
or after  March 15, 2010, but not later than 5:00 p.m., Post Falls,
Idaho Time on  March 15, 2015, by presentation and surrender hereof to
the Company or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto duly executed and accompanied by payment of the
applicable Exercise Price (whether by a certified check or bank draft payable at
par to the order of the Company) for the number of shares of Common Stock as
specified in such Form, together with all federal and state taxes applicable
upon such exercise. The Company agrees to provide notice to the Holder that any
tender offer is being made for the Securities no later than the first business
day after the day the Company becomes aware that any tender offer is being made
for the Securities. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the shares purchasable hereunder along with any additional Redeemable
Warrants not exercised. Upon receipt by the Company of this Warrant at the
office of the Company or at the office of the Company's stock transfer agent, in
proper form for exercise and accompanied by the total Exercise Price, the Holder
shall be deemed to be the holder of record of the Securities issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Securities shall not then
be actually delivered to the Holder.

    


     (b)           In
the event, prior to the expiration of this Warrant by exercise or by its terms,
the Company shall issue any shares of its Common Stock as a stock dividend or
shall subdivide the number of outstanding shares of its Common Stock into a
greater number of shares, then, in either of such events, the then applicable
Exercise Price per share of the shares of Common Stock purchasable pursuant to
this Warrant in effect at the time of such action shall be reduced
proportionately and the number of shares of the Common Stock at that time
purchasable pursuant to this Warrant shall be increased proportionately; and,
conversely, in the event that the Company shall reduce the number of outstanding
shares of its Common Stock by combining such shares into a smaller number of
shares, then, in such event, the then applicable Exercise Price per share of the
shares of Common Stock purchasable pursuant to this Warrant in effect at the
time of such action shall be increased proportionately and the number of shares
of Common Stock at that time purchasable pursuant to this Warrant
proportionately shall be decreased.  Any dividend paid or distributed
upon the Common Stock in shares of any other class of the Company or security
convertible into shares of the Common Stock shall be treated as a dividend paid
in shares of the Common Stock to the extent that shares of the Common Stock are
issuable upon the conversion thereof.

    


    (c)           In
the event, prior to the expiration of this Warrant by its exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding
Common Stock into shares with a different par value, or by changing its
outstanding Common Stock to shares without par value, or in the event the
Company or a successor corporation shall consolidate or merge with or convey all
or substantially all of its or of any successor corporation's property and
assets to any other corporation or corporations, or in the event of any other
material change of the capital structure of the Company or of any successor
corporation by reason of any reclassification, reorganization, recapitalization,
consolidation, merger, conveyance or otherwise, then as a condition of any such
reclassification, reorganization, recapitalization, consolidation, merger or
conveyance, a prompt, proportionate, equitable lawful and adequate provision
shall be made whereby the Holder of the Warrant shall thereafter have the right
to purchase, upon the basis and the terms and conditions specified in this
Warrant, in lieu of the shares of Common Stock theretofore purchasable upon the
exercise of this Warrant, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for the number of shares of
Common Stock theretofore purchasable upon the exercise of this Warrant had such
reclassification, reorganization, recapitalization, consolidation, merger or
conveyance not taken place; and in any such event, the rights of the Holder of
this Warrant to any adjustment in the number of shares of Common Stock
purchasable upon exercise of this Warrant, as hereinbefore provided, shall
continue and be preserved in respect of any stock, securities or assets which
the Holder becomes entitled to purchase.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           In
the event the Company, at any time while this Warrant shall remain unexpired and
unexercised, shall sell all or substantially all of its property, or dissolves,
liquidates, or winds up its affairs, prompt, proportionate, equitable, lawful
and adequate provision shall be made as part of the terms of any such sale,
dissolution, liquidation, or wind up, such that the Holder of this Warrant may
thereafter receive, upon exercise hereof, in lieu of each share of Common Stock
of the Company which he would have been entitled to receive, the same kind and
amount of any stock, securities or assets as may be issuable, distributable or
payable upon any such sale, dissolution, liquidation or winding up, with respect
to each share of the common stock of the Company.  Provided, however,
that in the event of any such sale, distribution, liquidation, or winding up,
the right to exercise this Warrant shall terminate on a date not later 5:00
p.m.,  Post Falls, Idaho Time, March 15, 2015 (the Expiration
Date).

    


    1.2. (e)           The
exercise price of the Warrant shall be subject to adjustment on a full ratchet
basis to prevent dilution in the event the Company issues additional shares at a
purchase price less than the then current exercise price of the
Warrant.

     

    (f)           Upon
any exercise of this Warrant by the Holder, the Company shall not be required to
deliver fractions of one share of the Common Stock; but prompt, proportionate,
equitable, lawful and adequate adjustment in the Exercise Price payable by the
Holder shall be made in respect of any such fraction of one share of the Common
Stock upon the exercise of this Warrant.

    


    I.           Conversion
Limitation.  Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to exercise pursuant to the terms of
this Warrant an amount that would  be exercisable into that number of
shares of Common Stock which, when added to the number of shares of Common Stock
otherwise beneficially owned by such Holder including those issuable upon
exercise of warrants or conversion of promissory notes held by such Holder would
exceed 4.99% of the outstanding shares of Common Stock of the Company at the
time of  exercise.  For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and Regulation 13d-3
thereunder.  The exercise limitation described in this Section shall
automatically become null and void upon sixty-one (61) days prior notice to the
Company by the Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)           In
the event, prior to the expiration of this Warrant, the Company shall determine
to take a record of its stockholders for the purpose of determining stockholders
entitled to receive any stock dividend, distribution or other right which will
cause any change or adjustment in the number, amount, price or nature of the
Common Stock or other stock, securities or assets deliverable upon the exercise
of this Warrant pursuant to the foregoing provisions, the Company shall give to
the registered Holder of this Warrant at its address as it appears on the books
of the Company at least 15 days' prior written notice to the effect that it
intends to take such a record.  Such notice shall specify the date as
of which such record is to be taken; the purpose for which such record is to be
taken; and the number, amount, price and nature of the Common Stock or other
stock, securities or assets which will be deliverable upon exercise of this
Warrant after the action for which such record will be taken has been
consummated.

    


    (h)           The
Company may deem and treat the registered Holder of this Warrant at any time as
the absolute owner hereof for all purposes, and the Company shall not be
affected by any notice to the contrary.

    


    (i)           This
Warrant shall not entitle the Holder to any of the rights of stockholders or to
any dividend declared upon the Common Stock unless the Holder shall have
exercised this Warrant and purchased the shares of the Common Stock prior to the
record date fixed by the Board of Directors of the Company for the determination
of holders of Common Stock entitled to such dividend right.

    


    (j)           Transfer To Comply With The
Securities Act Of 1933.

    


    (1) This
Warrant or the Common Stock or any other security issued or issuable upon
exercise of this Warrant, unless registered, may not be sold, transferred or
otherwise disposed of except to a person who, in the opinion of counsel for the
Company, is a person to whom this Warrant or such Warrant Stock may legally be
transferred without registration and without the delivery of a current
prospectus under the Securities Act with respect thereto and then only against
receipt of any agreement of such person to comply with the provisions of federal
and/or state securities laws with respect to any resale or other disposition of
such securities.

    


    (2)           Representations
and Warranties of Holder. The Holder hereby represents and warrants to the
Company:

    


    
      	
                                                 
      (i)  

            	
              The
      Holder understands that this Warrant Certificate and the Common Stock to
      be issued herein, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION, THE STATE OF ARIZONA, OR ANY
      OTHER STATE SECURITIES AGENCIES.

            


    

    


    
      	
                                                 
      (ii)  

            	
              The
      Holder is not an underwriter and would be acquiring this Warrant
      Certificate and the Common Stock to be issued, solely for investment for
      its own account and not with a view to, or for, resale in connection with
      any distribution of stock within the meaning of the Federal Securities
      Acts, the Arizona Securities Act, or any other applicable State Securities
      Acts.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
                                                   
      (iii)  

            	
              The
      Holder understands the speculative nature and risks of investments
      associated with the Company, and confirms that this Warrant Certificate
      and the Common Stock to be issued would be suitable and consistent with
      its investment program and that its financial position enables it bear the
      risks of this investment; and that there may not be any public market for
      this Warrant Certificate and the Common Stock to be issued
      herein.

            


    

    


    
      	
                                                    
      (iv)  

            	
              This
      Warrant Certificate and the Common Stock to be issued herein may not be
      transferred, encumbered, sold, hypothecated, or otherwise disposed of to
      any person, without the express prior written consent of the Company, and
      the prior opinion of counsel for the Company, that such disposition will
      not violate Federal and/or State Securities Acts.  Disposition
      shall include, but is not limited to acts of selling, assigning,
      transferring, pledging, encumbering, hypothecating, giving, and any form
      of conveying, whether voluntary or
not.

            


    

    


    
      	
                                                    
      (v)  

            	
              The
      Holder has fully reviewed or had the opportunity to review the economic
      consequences of this Warrant Certificate and the Common Stock to be
      issued, with its attorney and/or other financial advisor, has been
      afforded access to the books and records of the Corporation (including tax
      returns) and is or has had the opportunity to become fully familiar with
      the financial affairs of the
Corporation.

            


    

    


    
      	
                                                    
      (vi)  

            	
              The
      Holder is not entitled by virtue of ownership of this Warrant Certificate
      to any rights whatsoever as a Shareholder of the Company either at law or
      in equity, including, without limitation, the right to vote and to receive
      dividends and other distributions.

            


    

    


    
      	
                                                
         (vii)  

            	
              Holder
      confirms that it is an "accredited investor" within the meaning of SEC
      Regulation "D" or the
      undersigned, along or together with it purchaser representative(s) has
      such knowledge and experience in financial and business matters that it,
      or Holder and such representative(s) together, are capable of evaluating
      the merits and risks of an investment in the Company and of making an
      informed investment decision.

            


    

    


    
      	
                                                     
      (viii)  

            	
              Holder
      confirms that it has reviewed Company Quarterly Reports on Form 10-Q and
      Annual Reports on Form 10-K on the Securities and Exchange Commission
      EDGAR website.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (k)           Regulation FD/Material
Non-Public Information. Holder is
aware that trading in securities of Command Center while in possession of
material non-public information, may subject it and  its
representatives to insider trading claims or damages by the Securities Exchange
Commission, State “Blue Sky” agencies, or shareholders. Holder agrees to comply
with its reporting obligations under the Federal and State Securities laws.
Holder expressly agrees to keep confidential, the information set forth on
Schedule 1 of the Convertible Promissory Note of the Company in favor of Holder,
dated of even date herewith, and not buy, sell, or otherwise trade any
securities of Command Center while in possession of such information before
January 1, 2011.

    


    


    (l)           Cashless
Exercise.  Notwithstanding any other
provision contained herein to the contrary, the Holder may elect to receive,
without the payment by the Holder of the aggregate Exercise Price in respect of the shares of
Common Stock to be acquired, shares of Common Stock of equal value to the value
of this Warrant, or any specified portion hereof, by the surrender of this
Warrant (or such portion of this Warrant being so exercised) together with a Net
Issue Election Notice, in the form annexed hereto, duly executed, to the
Company.  Thereupon, the Company shall issue to the Holder such number
of fully paid, validly issued and nonassessable shares of Common Stock as is
computed using the following formula:

    


    X = Y (A -
B)

           A

    


    where

    


    X
=           the number of shares of Common Stock to
which the Holder is entitled upon such cashless exercise;

    


    Y
=           the total number of shares of Common
Stock covered by this Warrant for which the Holder has surrendered purchase
rights at such time for cashless exercise (including both shares to be issued to
the Holder and shares as to which the purchase rights are to be canceled as
payment therefor);

    


    A
=           the “Market Price” of one share of
Common Stock as at the date the net issue election is made;
and

    


    B
=           the Exercise Price in effect under this Warrant at
the time the net issue election is made.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Form to
be used to exercise Warrant:

    


    COMMAND
CENTER, INC.

    3773 West
Fifth Avenue

    Post
Falls, Idaho 83854

    


    Date:
 ,
20___

    


    The undersigned hereby elects
irrevocably to exercise the within Warrant and to purchase      _________________           
shares of the Common Stock of the Company, and hereby makes payment of $        _____
(at the rate of $______ per share of the Common Stock) in payment of the
Exercise Price pursuant thereto.

     

    In connection with the exercise of the
warrant certificate, the undersigned represents that the undersigned is
delivering a written opinion of counsel to the effect that the Common Stock to
be delivered upon exercise
hereof is exempt from registration requirements of United States Securities Act
of 1933 as amended.

    


    Please
issue the shares of the Common Stock as to which this Warrant is exercised in
accordance with the instructions given below.

    


    If any
Warrants represented by this Warrant certificate are not being exercised, a new
Warrant certificate will be issued and delivered with the Common Share
certificates.

     

    
       

      
        
          	 	 	 	 
	 	 	 	 
	
                	
                	 	 
	 	 	      
                  Signature

                	 
	 	 	 	 
	 	 	      
                  Signature
      Guaranteed:

                	 
	 	 	 	 
	 	 	 
       	 


        

         

      

    

    INSTRUCTIONS FOR REGISTRATION OF
STOCK

     

    
      
        	Name: 	 	 	 	 
	
                (Print
      in bock letters)

              	 	 	
              	 
	
              	 	 	
              	 
	
                Address:   

              	 	 	
              	 


      

       

    

     

    
      	
              NOTICE:

            	
              The
      signature to the form to exercise the Warrant must correspond with the
      name as written upon the face of the within Warrant in every particular
      without alteration or enlargement or any change whatsoever, and must be
      guaranteed by a bank, other than a savings bank, or by a trust company or
      by a firm having membership on a registered national securities
      exchange.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Form to
be used to assign Warrant:

     

    ASSIGNMENT

     

    (To be
executed by the registered Holder to effect a transfer of the
Warrant)

    


    TRANSFER FORM

    


    For value received, the undersigned
hereby sells, transfers and assigns unto

    
      
        	 
      
	
                (please print name of
transferee)

              


      

    

                         

    
      
        	of    	 
      	 
	 	 
      	 
	 	 
      	 
	 	(please print address of transferee)	 
	 	 	 
	  	Warrants represented
	      
                (please insert number of Warrants
      to be transferred)

              	 


      

    

    


    by the within
certificate, and does hereby irrevocably constitute and appoint   attorney to
transfer such right on the books of the Company with full power of substitution
in the premises.

     

    
      
        	      
                Dated:  , 20 .

              	 	 	 
	 	 	 	 
	
              	
              	 	 
	 	 	      
                Signature

              	 
	 	 	 	 
	 	 	      
                Signature
      Guaranteed:

              	 
	 	 	 	 
	 	 	 
       	 


      

       

       

       

    

    
      	
              NOTICE:

            	
              The
      signature to the form to assign the Warrant must correspond with the name
      as written upon the face of the within Warrant in every particular without
      alteration or enlargement or any change whatsoever, and must be guaranteed
      by a bank, other than a savings bank, or by a trust company or by a firm
      having membership on a registered national securities
      exchange.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Form to
be used for Cashless Exercise of Warrant

    


    COMMAND
CENTER, INC.

    3773 West Fifth Avenue

    Post Falls, Idaho 83854

    


    NET ISSUE ELECTION
NOTICE

    


    


    To: Command Center,
Inc.

    


    Date:[_________________________]

    


    


    The undersigned hereby elects under
Section
19 of this Warrant to
surrender the right to purchase [____________] shares of Common Stock pursuant
to this Warrant and hereby requests the issuance of [_____________] shares of
Common Stock.  The certificate(s) for the shares issuable upon such
net issue election shall be issued in the name of the undersigned or as
otherwise indicated below.

     

     

    
      
        	 	 	 	
              	 
	
                      
                  Signature

                

              	 	 	
              	 
	 	 	 	 	 
	  	 	 	 	 
	      
                Name for
      Registration

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      
                  Mailing
      Address