**EXHIBIT 10.8.33**

 

**STOCKPLEDGE AGREEMENT**

 

ThisSTOCK PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of February 14,2008, is entered into by and among U.S. BANK NATIONAL ASSOCIATION, a nationalbanking association, as administrative agent for the benefit of the SecuredParties (as such term is defined in the Financing Agreement, as defined below)(“Agent”), WESTAFF, INC., a Delaware corporation (“Parent Pledgor”),WESTAFF (USA), INC., a California corporation (“Borrower”), WESTAFFSUPPORT, INC., a California corporation (“Westaff Support”), andMEDIAWORLD INTERNATIONAL, a California corporation (“MediaWorld”; andtogether with Borrower, Parent Pledgor and Westaff Support, each isindividually from time to time is referred to herein as a “Pledgor” andcollectively as “Pledgors”).

 

RECITALS

 

**A.**            Concurrentlyherewith, Borrower is entering into a Financing Agreement dated of even dateherewith (as the same from time to time hereafter may be amended, modified,supplemented or restated, the “Financing Agreement”) among the Borrower,as borrower, the Parent Pledgor, as parent guarantor, the Lenders party thereto(collectively, the “Lenders”), and Agent, pursuant to which the SecuredParties have agreed to make and maintain certain loans of money and to extendcertain other credit (collectively, the “Credit”) to the Borrower on theterms and subject to the conditions set forth in the Financing Agreement andthe other Loan Documents.

 

**B.**            Concurrentlytherewith and herewith, (i) Parent Pledgor is entering into a ContinuingGuaranty dated as of even date herewith in favor of Agent for the benefit ofthe Secured Parties (the “Parent Guaranty”), pursuant to which ParentPledgor agrees to guaranty the payment and performance of Borrower’sobligations under the Financing Agreement and the other Loan Documents; and (ii) WestaffSupport and MediaWorld are entering into a Continuing Guaranty dated as of evendate herewith in favor of Agent for the benefit of the Secured Parties (the “SubsidiaryGuaranty”), pursuant to which Westaff Support and MediaWorld agree toguaranty the payment and performance of Borrower’s obligations under theFinancing Agreement and the other Loan Documents.

 

**C.**            Borroweris a member of an affiliated group of companies that includes each otherPledgor.

 

**D.**            Theproceeds of the extensions of credit under the Financing Agreement will be usedin part to enable Borrower to make valuable transfers to one or more of theother Pledgors in connection with the operation of their respective businesses.

 

**E.**             Borrowerand the other Pledgors are engaged in related businesses, and each Pledgor willderive substantial direct and indirect benefit from the making of theextensions of credit under the Financing Agreement.

 

**F.**             Pledgorsare the record and beneficial owners of the issued and outstanding capitalstock in Borrower and its subsidiaries, as described on Exhibit Aattached hereto, which Exhibit is incorporated herein by this referenceand may be amended or supplemented pursuant to the terms of this PledgeAgreement.

 

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**G.**            TheSecured Parties are willing to make, extend and maintain the Credit to theBorrower on and after the date of the Financing Agreement, but only upon thecondition, among others, that Pledgors shall have executed this PledgeAgreement and delivered this Pledge Agreement and the Pledged Collateral (asdefined below) to the Agent, on behalf of and for the benefit of the SecuredParties.

 

**AGREEMENT**

 

**NOW, THEREFORE,** in consideration of the foregoing Recitalsand for other good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, and intending to be legally bound, each Pledgorhereby represents, warrants, covenants and agrees as follows:

 

**ARTICLE I**

 

**DEFINITIONS**

 

**1.1****         ****Definitions.** Except as provided in Section 1.2 below, all capitalizedterms used but not defined herein shall have the respective meanings given tothem in the Financing Agreement.  Inaddition, the following terms shall have the following meanings:

 

“Pledged Collateral” has the meaning setforth in Section 2.1, below and shall not include any Excluded Collateral.

 

“Code” means the Uniform Commercial Code, asenacted in the State of California, as amended or superseded from time to timeafter the date of this Pledge Agreement.

 

**1.2****         ****Code Definitions; Rules ofConstruction.** Unlessotherwise defined herein or the context otherwise requires, terms for whichmeanings are provided in the Code are used in this Pledge Agreement, includingits preamble and recitals, with such meanings. Section 1.2 of theFinancing Agreement, including those provisions relating to rules ofcontract construction and interpretation, are incorporated into and shall applyto this Pledge Agreement in the same way and manner as they apply to theFinancing Agreement (provided that all references to “Pledge Agreement”shall refer to this Pledge Agreement and not the Financing Agreement).

 

**ARTICLE II**

 

**PLEDGE**

 

**2.1****         ****Pledge and Grant of SecurityInterest.** As security forthe full, complete and final payment and performance when due (whether atstated maturity, by acceleration or otherwise) of Pledgors’ joint and severalObligations under the Financing Agreement, the Affiliate Guaranty Agreementsand the other Loan Documents to which such Pledgor is a party, any and allother debts, liabilities and reimbursement obligations, indemnity obligationsand other obligations for monetary amounts (including reimbursement andindemnity obligations), fees, expenses, costs or other sums (includingAttorneys’ Fees) chargeable to Pledgors under or 

 

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pursuant to any of the LoanDocuments, including the Financing Agreement, the Parent Guaranty, theSubsidiary Guaranty and this Pledge Agreement (collectively, the “SecuredObligations”), each Pledgor hereby collaterally assigns, grants, conveys,mortgages, pledges and hypothecates to the Agent, on behalf of and for thebenefit of the Secured Parties, and hereby grants to the Agent, on behalf ofand for the benefit of the Secured Parties, a security interest in and to allof such Pledgor’s right, title and interest in, to and under each of thefollowing, whether now existing or hereafter acquired (all of which beinghereinafter collectively called the “Pledged Collateral”):

 

**(a)**           allCapital Stock or other equity securities in the Borrower and its subsidiariesowned by such Pledgor and described on Exhibit A hereto(collectively, the “Shares”), and the certificates representing theShares, and all dividends, cash, instruments and other property or proceedsfrom time to time received, receivable or otherwise distributed in respect ofor in exchange for any or all such Shares;

 

**(b)**           alladditional Investments, including shares of capital stock or other equitysecurities in or of the Borrower and its subsidiaries and voting trustcertificates from time to time acquired by such Pledgor in any manner, and thecertificates representing such additional shares, and all dividends, cash,instruments, and other property or proceeds from time to time received,receivable, or otherwise distributed in respect of or in exchange for any orall of such shares; and

 

**(c)**           Therents, issues, profits, returns, income, allocations, distributions andproceeds of and from any and all of the foregoing;

 

provided, however, that (A) if and solely to the extent that thegrant of a Lien herein in the Capital Stock of any Foreign Subsidiary owned bysuch Pledgor (other than Westaff (U.K.) Limited) would constitute an investmentof earnings in United States property under Section 956 (or a successorprovision) of the Internal Revenue Code, which investment would trigger anyincrease in the gross income of a United States shareholder of such Pledgorpursuant to Section 951 (or a successor provision) of the Internal RevenueCode, there shall be excluded from the Pledged Collateral thirty-four percent(34.0%) of each class of the issued and outstanding voting Capital Stock ofsuch Foreign Subsidiary; it being understood and agreed that all non-votingCapital Stock of such Foreign Subsidiary shall constitute Pledged Collateralhereunder and (B) the Pledged Collateral shall not include any of theCapital Stock of Westaff Australia so long as the Australian Subordination Deedremains in effect and prohibits Westaff Support from pledging any of theCapital Stock of Westaff Australia, provided that the Pledged Collateral shall,automatically and without further action, include, subject to subsection (A) ofthis proviso, the Capital Stock of Westaff Australia upon the termination,extinguishment or other removal of such prohibition (the Capital Stock excludedpursuant to subsections (A) and (B) of this proviso is collectivelyreferred to herein as the “Excluded Collateral”).

 

**2.2****         ****Continuing SecurityInterest.** This PledgeAgreement shall create a continuing security interest in the Pledged Collateraland shall:

 

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**(a)**           remainin full force and effect until the Payment in Full (other than contingentindemnification obligations as to which no claims have yet been asserted) ofthe Secured Obligations and the termination of all Revolving CreditCommitments;

 

**(b)**           bebinding upon each Pledgor and its successors, transferees and assigns; and

 

**(c)**           inure,together with the rights and remedies of the Agent and the Secured Partieshereunder, to the benefit of the Agent and the Secured Parties.

 

Upon the Payment in Full ofthe Secured Obligations (other than contingent indemnification obligations asto which no claims have yet been asserted) and the termination of all RevolvingCredit Commitments, the security interest granted herein shall terminate andall rights to the Pledged Collateral shall revert to the respective Pledgor.Upon any such termination, the Agent then shall, at each Pledgor’s soleexpense, deliver to such Pledgor, without any representations, warranties orrecourse of any kind whatsoever, any and all certificates and instrumentsrepresenting or evidencing such Pledgor’s interest in the Shares that had beenpreviously delivered by such Pledgor to the Agent, together with all otherPledged Collateral held by the Agent hereunder, and execute and deliver to suchPledgor, at such Pledgor’s sole expense, such documents as such Pledgor shallreasonably request to evidence such termination.

 

**2.3****         ****No Assumption.** This Pledge Agreement is executed anddelivered to the Agent for collateral security purposes only.  Notwithstanding anything herein to thecontrary:

 

**(a)**           EachPledgor shall remain liable under any contracts and agreements included in thePledged Collateral to the extent set forth therein, and shall perform all ofits duties and obligations under such contracts and agreements to the sameextent as if this Pledge Agreement had not been executed;

 

**(b)**           theexercise by the Agent or any Secured Party of any of its or their rights hereundershall not release any Pledgor from any of its duties or obligations under anysuch contracts or agreements included in the Pledged Collateral; and

 

**(c)**           theAgent and the Secured Parties shall not have any obligation or liability underany such contracts or agreements included in the Pledged Collateral by reasonof this Pledge Agreement, nor shall the Agent or any Secured Party be obligatedto perform any of the obligations or duties of any Pledgor thereunder or totake any action to collect or enforce any claim for payment assigned hereunder.

 

**ARTICLE III**

 

**REPRESENTATIONS AND WARRANTIES**

 

**3.1****         ****Representations AndWarranties.**  Each Pledgor hereby represents and warrantsto the Agent for the benefit of the Secured Parties, as at the date of eachpledge and delivery hereunder by such Pledgor to the Agent of any PledgedCollateral and as of each date that the representations and warranties underthe Financing Agreement are made (other than representations and warrantiesmade as of a specific date, which shall be deemed to have been 

 

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made as of such specific date),as set forth in the following Sections 3.1(a) through 3.1(m),inclusive.

 

**(a)**           **Organization.**  Such Pledgor is duly formed and validlyexisting under the laws of its state of incorporation and has full power andauthority to enter into and perform its obligations under this PledgeAgreement.

 

**(b)**           **Capacity; Due Authorization; Non-Contravention.** The execution, delivery and performance bysuch Pledgor of this Pledge Agreement and each other Loan Document executed orto be executed by it have been duly authorized by all necessary action, and donot contravene its organizational documents; and in each case do not:

 

**(i)**            contraveneany material contractual restriction, court decree or order binding on oraffecting such Pledgor or, to the best of such Pledgor’s knowledge, after dueinquiry, any material law binding on or affecting such Pledgor in a manner thatwould, in each case, be reasonably expected to adversely affect theenforceability of this Agreement; or

 

**(ii)**           resultin, or require the creation or imposition of, any Lien on any of such Pledgor’sproperties except as contemplated hereby.

 

**(c)**           **Binding Obligations.** This Pledge Agreement, when executed and delivered, constitutes, andeach other Loan Document executed by such Pledgor will, on the due executionand delivery thereof, constitute, the legal, valid and binding obligations ofsuch Pledgor, enforceable against such Pledgor in accordance with their respectiveterms, except as enforcement hereof may be limited by bankruptcy, insolvency,reorganization or other similar laws affecting the enforcement of creditors’rights generally and by general principles of equity.

 

**(d)**           **Filing.** Asof the Closing Date, no presently effective Uniform Commercial Code financingstatement covering any of the Pledged Collateral is on file in any publicoffice, except for Uniform Commercial Code financing statements in favor of theAgent.

 

**(e)**           **Ownership; No Liens.** Each Pledgor is the legal and beneficial owner of, and has all rightsand good title to (and has full right and authority to pledge and collaterallyassign) all Pledged Collateral pledged by such Pledgor hereunder, free andclear of all adverse claims or other Liens, except Permitted Liens and the Liengranted herein to the Agent.

 

**(f)**            **Ownership Interests.** Set forth in Exhibit A is the true and accuratedescription of such Pledgor’s ownership interest in the Shares.

 

**(g)****          ****Certificate.** No interest of such Pledgor in the Borroweror its Subsidiaries is represented by a certificate of interest or similarinstrument, except, such certificates or instruments (together with allnecessary instruments of transfer or assignment, duly executed in blank) ashave been delivered to the Agent or the Agent’s designated bailee and are heldin its possession, except for such certificates which represent the ExcludedCollateral.

 

**(h)****          ****Information.** All information with respect to the PledgedCollateral set forth in any schedule, certificate or other writing at any timefurnished by such Pledgor to the 

 

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Agent or any Secured Party, andall other written information at any time furnished by such Pledgor to theAgent or any Secured Party, is and shall be true and correct in all materialrespects as of the date furnished.

 

**(i)****           ****Records.** The address of the location of the recordsof such Pledgor concerning the Pledged Collateral and the address of suchPledgor’s principal place of business and chief executive office as of theClosing Date is set forth in Schedule I******to this Pledge Agreement.

 

**(j)****           ****Authorization; Approval.** No authorization, approval, or other actionby, and no notice to or filing with, any Governmental Authority, or any otherPerson is required for the pledge by such Pledgor of any Pledged Collateralpursuant to this Pledge Agreement or for the execution, delivery, andperformance of this Pledge Agreement by such Pledgor.

 

**(k)****          ****[Reserved.]**

 

**(l)****           ****No Offset or Defense.** The Secured Obligations are not subject toany offset or defense of any kind against the Agent, the Secured Parties orsuch Pledgor.

 

**(m)****         ****Continuation ofRepresentations and Warranties.**Such Pledgor covenants, warrants and represents to the Agent and each SecuredParty that all representations and warranties contained in this PledgeAgreement shall be true, accurate and complete in all material respects at thetime of such Pledgor’s execution of this Pledge Agreement and, shall continueto be true, accurate and complete in all material respects until the SecuredObligations have been fully, completely and finally paid and performed and allRevolving Credit Commitments terminated.

 

**ARTICLE IV**

 

**COVENANTS**

 

**4.1****         ****Protect Pledged Collateral;Further Assurances.** NoPledgor shall sell, assign, transfer, pledge or otherwise encumber the PledgedCollateral in any manner (except for the pledge granted herein to the Agent),except to the extent permitted by the Financing Agreement. Each Pledgor shallwarrant and defend the right and title granted by this Pledge Agreement to theAgent in and to the Pledged Collateral (and all right, title and interestrepresented by the Pledged Collateral) against the claims and demands of allPersons whomsoever, but nothing contained herein shall prevent the Borrowerfrom issuing additional Capital Stock. Each Pledgor agrees, at any time, andfrom time to time, at the expense of such Pledgor, such Pledgor shall promptlyexecute and deliver all further instruments, and take all further action thatmay be necessary or desirable, or that the Agent may reasonably request, inorder to perfect and protect any security interest granted or purported to begranted hereby or to enable the Agent or any Secured Party to exercise andenforce its rights and remedies hereunder with respect to any of the PledgedCollateral as set forth in Article V hereof.

 

**4.2****         ****Voting Rights.** If an Event of Default shall have occurredand be continuing and the Agent shall have notified Pledgors of the Agent’sintention to exercise its voting power under this Section 4.2, eachPledgor agrees:

 

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**(a)**           thatthe Agent may exercise (to the exclusion of such Pledgor) the voting power, andall other incidental rights of ownership with respect to the Pledged Collateraland such Pledgor hereby grants the Agent, from the date hereof until thePayment in Full of the Secured Obligations (other than contingent indemnityobligations as to which no claims have yet been asserted) and termination ofthe Revolving Credit Commitments, an irrevocable proxy, coupled with aninterest exercisable under such circumstances, to vote such Pledged Collateral;and

 

**(b)**           promptlyto deliver to the Agent such additional proxies and other documents as may benecessary to allow the Agent to exercise such voting power.

 

All payments and proceedswhich may at any time and from time to time be held by such Pledgor but whichsuch Pledgor is obligated under the terms hereof or under any other LoanDocument to deliver to the Agent, on behalf of the Secured Parties, shall beheld by such Pledgor separate and apart from its other Property in trust forthe Agent and the Secured Parties. Unless an Event of Default shall haveoccurred and be continuing and the Agent shall have given the notice referredto in this Section 4.2, such Pledgor shall have the exclusivevoting power with respect to the Pledged Collateral and the Agent shall, uponthe written request of such Pledgor, promptly deliver such proxies and otherdocuments, if any, as shall be reasonably requested by such Pledgor which arenecessary to allow such Pledgor to exercise voting power with respect to thePledged Collateral; provided,**however,that no vote shall be cast, or consent, waiver or ratification given or actiontaken by such Pledgor that would impair any Pledged Collateral or beinconsistent with or violate any provision of the Financing Agreement or anyother Loan Document (including this Pledge Agreement).

 

**4.3****         ****Filings; Recordings.** Each Pledgor authorizes the Agent at anytime and from time to time to file such Uniform Commercial Code financingstatements and Pledgor shall execute such other documents (and pay the cost offiling or recording the same in all public offices reasonably deemed necessaryor appropriate by the Agent), and do such other acts and things, all as theAgent may from time to time reasonably request to establish and maintain avalid, perfected pledge of, and security interest in, the Pledged Collateral infavor of the Agent.

 

**4.4****         ****Maintenance of Records.** Subject to the provisions of Section 4.5,each Pledgor shall keep at its address indicated on Schedule I all itsrecords concerning the Pledged Collateral.

 

**4.5****         ****Notice of Change of Address;Change of Jurisdiction of Registration.** Each Pledgor shall furnish to the Agent prior written notice of anychange in the address of such Pledgor’s chief executive office (as described onSchedule I) or in the name of such Pledgor. No Pledgor shall change itsstate of registration without 10 days prior written notice to the Agent.

 

**4.6****         ****Information.** Each Pledgor shall furnish to the Agent suchinformation concerning the Pledged Collateral as the Agent may from time totime reasonably request, and will permit the Agent and its designees, subjectto Section 8.2 of the Financing Agreement, from time to time duringnormal business hours and upon reasonable prior notice, to inspect, audit andmake copies of and extracts from all records and all other papers in thepossession of 

 

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such Pledgor which pertain tothe Pledged Collateral, and shall upon the reasonable request of the Agent,deliver to the Agent copies of all of such records and papers.

 

**ARTICLE V**

 

**THE ADMINISTRATIVE AGENT**

 

**5.1****         ****The Agent AppointedAttorney-in-Fact.** EachPledgor hereby irrevocably appoints the Agent to be such Pledgor’sattorney-in-fact, with full authority in the place and stead of such Pledgorand in the name of such Pledgor or otherwise, from time to time in the Agent’sdiscretion after the occurrence and during the continuance of an Event ofDefault, to take any action and to execute any instrument which the Agent mayreasonably deem necessary or advisable to accomplish the purposes of thisPledge Agreement, including:

 

**(a)**           toask, demand, collect, sue for, recover, compromise, receive and giveacquittance and receipts for moneys due and to become due under or in respectof any of the Pledged Collateral;

 

**(b)**           toreceive, endorse, and collect any drafts or other instruments, documents andchattel paper, in connection with clause (a), above; and

 

**(c)**           tofile any claims or take any action or institute any proceedings which the Agentmay deem necessary or desirable for the collection of any of the PledgedCollateral or otherwise to enforce the rights of the Agent with respect to anyof the Pledged Collateral.

 

Each Pledgor herebyacknowledges, consents and agrees that the power of attorney granted pursuantto this Section 5.1 is irrevocable and coupled with an interest;provided that the foregoing power of attorney shall terminate upon the full,final and complete payment of the Obligations and the termination of allRevolving Credit Commitments.

 

**5.2****         ****The Agent May Perform.**If any Pledgor fails to perform any agreementcontained herein, the Agent may itself perform, or cause performance of, suchagreement for the benefit of the Secured Parties and not for such Pledgor andthe reasonable expenses of the Agent incurred in connection therewith shall bepayable by Pledgors pursuant to Section 6.5.

 

**5.3****         ****The Agent Has No Duty.** The powers conferred on the Agent hereunderare solely to protect its interest in the Pledged Collateral and shall notimpose any duty on it to exercise any such powers, except that the Agent willexercise such duties, if any, imposed upon it under the Code or otherrequirements of law.  The Agent shallhave no duty as to any Pledged Collateral or responsibility for (a) ascertainingor taking action with respect to calls, conversions, exchanges, maturities,tenders or other matters relative to any Pledged Collateral, whether or not theAgent has or is deemed to have knowledge of such matters, or (b) takingany necessary steps to preserve rights against prior parties or any otherrights pertaining to any Pledged Collateral. Without limiting the generality ofthe preceding sentence, the Agent shall be deemed to have exercised reasonablecare in the custody and preservation of any of the Pledged Collateral if ittakes such action for that purpose as any Pledgor reasonably requests inwriting at times other than upon the occurrence and during the continuance ofany Event of Default. 

 

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Failure of the Agent to complywith any such request at any time shall not in itself be deemed a failure toexercise reasonable care.

 

**ARTICLE VI**

 

**DEFAULTS AND REMEDIES**

 

**6.1****         ****Events Of Default.** It shall be an “Event of Default”hereunder if any Event of Default (as defined in the Financing Agreement) shalloccur.

 

**6.2****         ****Certain Remedies.** If any Event of Default shall have occurredand be continuing:

 

**(a)**           TheAgent may exercise in respect of the Pledged Collateral, in addition to otherrights and remedies provided for herein or otherwise available to it, all therights and remedies of a secured party on default under the Code (whether ornot the Code applies to the affected Pledged Collateral) and also may, withoutnotice except as specified below, sell the Pledged Collateral or any partthereof in one or more parcels at public or private sale, at any of the Agent’soffices or elsewhere, for cash, on credit or for future delivery, and upon suchother terms as the Agent may deem commercially reasonable. Each Pledgor agreesthat, to the extent notice of sale shall be required by law, at least ten (10) days’prior notice to such Pledgor of the time and place of any public sale or thetime after which any private sale is to be made shall constitute reasonablenotification. The Agent shall not be obligated to make any sale of PledgedCollateral regardless of notice of sale having been given. The Agent mayadjourn any public or private sale from time to time by announcement at thetime and place fixed therefor, and such sale may, without further notice, bemade at the time and place to which it was so adjourned.

 

**(b)**           TheAgent may:

 

**(i)**            transfer all or any part of the PledgedCollateral into the name of the Agent or its nominee, with or withoutdisclosing that such Pledged Collateral is subject to the Lien hereunder;

 

**(ii)**           notify the parties obligated on any of the Pledged Collateral to makepayment to the Agent of any amount due or to become due thereunder;

 

**(iii)**         enforce collection of any of the Pledged Collateral by suit orotherwise, and surrender, release or exchange all or any part thereof, orcompromise or extend or renew for any period (whether or not longer than theoriginal period) any obligations of any nature of any party with respectthereto;

 

**(iv)**          endorse any checks, drafts, or other writings in any Pledgor’s name toallow collection of the Pledged Collateral;

 

**(v)**            take control of any proceeds of the PledgedCollateral; and

 

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**(vi)**          execute (in the name, place and stead of any Pledgor) endorsements,assignments and other instruments of conveyance or transfer with respect to allor any of the Pledged Collateral.

 

**(c)**           If, at any time when the Agent shall determine to exercise its right tosell the whole or any part of the Pledged Collateral hereunder, such PledgedCollateral or the part thereof to be sold shall not, for any reason whatsoever,be effectively registered under Securities Act of 1933, as amended (as soamended, the “Act”), the Agent may, in its discretion (subject only toapplicable requirements of law), sell such Pledged Collateral or part thereofby private sale in such manner and under such circumstances as the Agent maydeem necessary or advisable, but subject to the other requirements of this Section 6.2(c),and shall not be required to effect such registration or cause the same to beeffected. Without limiting the generality of the foregoing, in any such eventthe Agent may, in its sole discretion, (i) in accordance with applicablesecurities laws, proceed to make such private sale notwithstanding that aregistration statement for the purpose of registering such Pledged Collateralor part thereof could be or shall have been filed under the Act; (ii) approachand negotiate with a single possible purchaser to effect such sale; and (iii) restrictsuch sale to a purchaser who will represent and agree that such purchaser ispurchasing for its own account, for investment, and not with a view to thedistribution or sale of such Pledged Collateral or part thereof. In addition toa private sale as provided above in this Section 6.2(c), if any ofthe Pledged Collateral shall not be freely distributable to the public withoutregistration under the Act at the time of any proposed sale hereunder, then theAgent shall not be required to effect such registration or cause the same to beeffected but may, in its sole discretion (subject only to applicablerequirements of law), require that any sale hereunder (including a sale at auction)be conducted subject to such restrictions as the Agent may, in its solediscretion, deem necessary or appropriate in order that such sale(notwithstanding any failure so to register) may be effected in compliance withthe Bankruptcy Code of 1978, as amended, 11 U.S.C. § 101 *et seq*., as amended, and other lawsaffecting the enforcement of creditors’ rights and the Act and all applicablestate securities laws.

 

**(d)**           Each Pledgor agrees that a breach of any covenants contained in this Article VIwhich has the effect of denying the Agent the realization of the practicalbenefits to be provided by this Pledge Agreement will cause irreparable injuryto the Agent, on behalf and for the benefit of the Secured Parties, and that insuch event the Agent and the Secured Parties would have no adequate remedy atlaw in respect of such breach and, as a consequence, agrees that in such eventeach and every covenant contained in this Article VI shall bespecifically enforceable against such Pledgor, and such Pledgor hereby waivesand agrees not to assert any defenses against an action for specificperformance of such covenants except for a defense that the Secured Obligationsare not then due and payable or that the Secured Obligations have been paid infull.

 

**6.3****         ****Compliance WithRestrictions.** Each Pledgoragrees that in any sale of any of the Pledged Collateral under the terms ofthis Pledge Agreement, whether at a foreclosure sale or otherwise, the Agent ishereby authorized to comply with any limitation or restriction in connectionwith such sale as it may be advised by counsel is necessary in order to avoidany violation of applicable law (including compliance with such procedures asmay restrict the number of prospective bidders and purchasers, require thatsuch prospective bidders and purchasers have certain qualifications andrestrict such prospective bidders and purchasers to 

 

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persons who will represent andagree that they are purchasing for their own account for investment and notwith a view to the distribution or resale of such Pledged Collateral), or inorder to obtain any required approval of the sale or of the purchaser by anyGovernmental Authority, and such Pledgor further agrees that such complianceshall not result in such sale being considered or deemed not to have been madein a commercially reasonable manner, nor shall the Agent nor the SecuredParties be liable nor accountable to such Pledgor for any discount allowed bythe reason of the fact that such Pledged Collateral is sold in compliance withany such limitation or restriction.

 

**6.4****         ****Application Of Proceeds.** All cash proceeds received by the Agent inrespect of any sale of, collection from, or other realization upon, all or anypart of the Pledged Collateral shall be applied as provided in the FinancingAgreement.  Any surplus of such cash orcash proceeds held by the Agent and remaining after payment in full of all ofthe Secured Obligations, and the termination of all Revolving CreditCommitments, shall be paid over to the respective Pledgor(s) or asrequired by law.

 

**6.5****         ****Indemnity And Expenses.** Each Pledgor hereby indemnifies and holdsharmless the Agent and each Secured Party from and against any and all claims,losses, and liabilities arising out of or resulting from this Pledge Agreement(including enforcement of this Pledge Agreement), except claims, losses, orliabilities resulting solely from the gross negligence or willful misconduct ofthe Agent or any Secured Party, or any of their officers, directors, employeesor agents.  To the extent not otherwiseprovided in the Financing Agreement, upon demand, each Pledgor shall pay to theAgent or such Secured Party the amount of any and all reasonable expenses,including the reasonable fees and disbursements of its counsel and of anyexperts and agents (including Attorneys’ Fees, whether related to a suit oraction or any reviews of or appeals from a judgment or decree therein or inconnection with non judicial action) which the Agent or such Secured Party mayincur in connection with (a) the custody, preservation, use, or operationof, or the sale of, collection from, or other realization upon, any of thePledged Collateral, (b) the exercise or enforcement of any of the rightsof the Agent or the Secured Parties hereunder, or (c) the failure by suchPledgor to perform or observe any of the provisions hereof.

 

**ARTICLE VII**

 

**MISCELLANEOUS PROVISIONS**

 

**7.1****         ****LoanDocument.**  This Pledge Agreement is aLoan Document executed pursuant to the Financing Agreement and shall (unlessotherwise expressly indicated herein) be construed, administered and applied inaccordance with the terms and provisions thereof.

 

**7.2****         ****The Pledged Collateral.**  EachPledgor acknowledges that it has, independently of and without reliance on theSecured Parties or the Agent, made its own credit analysis of the Borrower andperformed its own legal review of this Pledge Agreement and the other LoanDocuments and is not relying on the Secured Parties or the Agent with respectto any of the aforesaid items. Each Pledgor agrees to keep adequately informedfrom such means of any facts, events or circumstances which might in any wayaffect such Pledgor’s risks hereunder. 

 

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The Secured Parties and theAgent make no representation of its interest in, or the priority or perfectionof the Agent’s security interest in and to, any of the Pledged Collateral.

 

**7.3****         ****Reinstatement.** This Pledge Agreement shall remain in fullforce and effect and continue to be effective if at any time payment of theSecured Obligations, or any part thereof, is, pursuant to applicable law,avoided, rescinded or reduced in amount, or must otherwise be restored orreturned by any obligee of the Secured Obligations, whether as a “voidablepreference,” “fraudulent conveyance,” or otherwise (and whether as a result ofany demand, settlement, litigation or otherwise), all as though such payment orperformance had not been made. In the event that any payment, or any partthereof, is avoided, rescinded, reduced, restored, or returned, the SecuredObligations, shall be reinstated and deemed reduced only by such amount paidand not so avoided, rescinded, reduced, restored, or returned.

 

**7.4****         ****Amendments; Waivers.** No amendment to or waiver of any provisionof this Pledge Agreement nor consent to any departure by any Pledgor from anyprovision in this Pledge Agreement shall in any event be effective unless thesame shall be in writing and signed by the Agent and such Pledgor, and thensuch waiver or consent shall be effective only in the specific instance and forthe specific purpose for which it is given.

 

**7.5****         ****Protection Of PledgedCollateral.** The Agent mayfrom time to time, at its option, perform any act which Pledgors agreehereunder to perform and which any Pledgor shall fail to perform after beingrequested in writing so to perform (it being understood that no such requestneed be given after the occurrence and during the continuance of any Event ofDefault) and the Agent may from time to time take any other action which theAgent reasonably deems necessary for the maintenance, preservation orprotection of any of the Pledged Collateral or of its security interesttherein, all such actions being for the express benefit of the Secured Partiesand the Agent and not Pledgors.

 

**7.6****         ****Addresses For Notices.** All notices and other communicationsprovided for hereunder shall be in writing or by facsimile and addressed,delivered or transmitted to such party at its address or facsimile number setforth below its signature on this Pledge Agreement or at such other address orfacsimile number as may be designated by such party in a notice to the otherparty. Any notice, if mailed and properly addressed with postage prepaid or ifproperly addressed and sent by pre-paid courier service, shall be deemed givenwhen received; any notice, if transmitted by facsimile, shall be deemed givenwhen transmitted.

 

**7.7****         ****Right of Set-Off.** Upon the occurrence and during thecontinuance of any Event of Default, the Agent and the Secured Parties, afterobtaining the prior written consent of the Agent, are hereby authorized, at anytime and from time to time, without notice to Pledgors (any such notice beingexpressly waived by each Pledgor), to set off against the Secured Obligationsany deposits (including general time or demand, provisional or final) or othersums credited by or due and owing from such Secured Party or the Agent toPledgors, irrespective of whether or not such Secured Parties or the Agent, onbehalf of the Secured Parties, shall have made any demand under this PledgeAgreement, the Financing Agreement or any of the other Loan Documents. Therights of the Secured Parties and the Agent under this Section 7.7are in addition to all other rights and remedies (including, withoutlimitation, other rights of set-off) which the Secured Parties and the Agentmay have. Each Pledgor grants to the Agent for itself 

 

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and for the benefit of theSecured Parties, a security interest in any and all such deposit accounts assecurity for satisfaction of the foregoing obligations, provided thatsuch security interest shall not preclude any Pledgor from withdrawing funds inthe ordinary course from any such account prior to the occurrence and duringthe continuation of an Event of Default.

 

**7.8****         ****Section Captions.** Section captions used in this PledgeAgreement are for convenience of reference only, and shall not affect theconstruction of this Pledge Agreement.

 

**7.9****         ****Severability.** Wherever possible each provision of thisPledge Agreement shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Pledge Agreement shallbe prohibited by or invalid under such law, such provision shall be ineffectiveto the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this PledgeAgreement.

 

**7.10****       ****Counterparts.** This Pledge Agreement may be executed in anynumber of counterparts, each of which when so delivered shall be deemed anoriginal, but all such counterparts shall constitute but one and the sameinstrument. Each such agreement shall become effective upon the execution of acounterpart hereof or thereof by each of the parties hereto.

 

**7.11****       ****Governing Law; Entire Agreement.** THIS PLEDGE AGREEMENT HASBEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT LOSANGELES, CALIFORNIA.  THIS PLEDGEAGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THEINTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CALIFORNIACONFLICTS OF LAW PRINCIPLES). THIS PLEDGE AGREEMENT AND THE OTHER LOANDOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITHRESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,WRITTEN OR ORAL, WITH RESPECT THERETO.

 

**7.12****       ****Waiver of Jury Trial.** EACH PLEDGOR AND THE AGENT HEREBYIRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANYACTION, CLAIM OR OTHER PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OROTHERWISE, ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS PLEDGE AGREEMENTOR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER,OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

 

**7.13****       ****Incorporation of JudicialReference Provisions**.  The judicial reference provisions set forthin Section 15.15 of the Financing Agreement are hereby incorporatedinto this Pledge Agreement by reference (provided that for purposes of this Section 7.13,each reference to “Borrower” therein shall be deemed to refer to Pledgors,individually and collectively, hereunder) .

 

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** **

**7.14****       ****Conflicting Terms.**  Inthe event of any conflict between the terms of this Pledge Agreement and theSecurity Agreement, the terms of the Security Agreement shall control to theextent of any such conflict.

 

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**IN WITNESS WHEREOF**, the parties hereto have caused this PledgeAgreement to be duly executed and delivered by their respective duly authorizedofficers as of the day and year first above written.

 
| **PLEDGORS:** | **WESTAFF (USA), INC.,**

a California corporation                                                             |
|---------------|----------------------------------------------------------------------------------------------------------------|
|          |                                                                                                           |
|          | ** **                                                                                                     |
|          | By:                                                                                                            | /s/  Dawn M. Jaffray |
|          |                                                                                                           | Dawn  M. Jaffray |
|          |                                                                                                           | Senior  Vice President and Chief Financial

Officer |
|          |                                                                                                           |   |
|          | Address for Notices:                                                                                           |
|          |                                                                                                           |   |
|          | 298  North Wiget Lane

Walnut  Creek, California 94598

Attention:  (925) 951-4011

Facsimile:  (925) 934-5489 |

 

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|   | **WESTAFF, INC.**,

a  Delaware corporation                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |
|   | ** **                                                                                                     |
|   | By:                                                                                                            | /s/  Dawn M. Jaffray |
|   |                                                                                                           | Dawn  M. Jaffray |
|   |                                                                                                           | Senior  Vice President and Chief Financial

Officer |
|   |                                                                                                           |   |
|   | Address for Notices:                                                                                           |
|   |                                                                                                           |   |
|   | 298  North Wiget Lane

Walnut  Creek, California 94598

Attention:  (925) 951-4011

Facsimile:  (925) 934-5489 |

 

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|   | **WESTAFF SUPPORT, INC.**,****a California corporation                                                         |
|--------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |
|   | ** **                                                                                                     |
|   | By:                                                                                                            | /s/  Dawn Jaffray |
|   |                                                                                                           | Dawn  Jaffray |
|   |                                                                                                           | Senior  Vice President and Chief Financial

Officer |
|   |                                                                                                           |   |
|   | Address for Notices:                                                                                           |
|   |                                                                                                           |   |
|   | 298  North Wiget Lane

Walnut  Creek, California 94598

Attention:  (925) 951-4011

Facsimile:  (925) 934-5489 |

 

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|   | **MEDIAWORLD  INTERNATIONAL**,****a California corporation                                                     |
|--------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |
|   | ** **                                                                                                     |
|   | By:                                                                                                            | /s/  Dawn Jaffray |
|   |                                                                                                           | Dawn  Jaffray |
|   |                                                                                                           | Senior  Vice President and Chief Financial

Officer |
|   |                                                                                                           |   |
|   | Address for Notices:                                                                                           |
|   |                                                                                                           |   |
|   | 298  North Wiget Lane

Walnut  Creek, California 94598

Attention:  (925) 951-4011

Facsimile:  (925) 934-5489 |

 

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| **U.S. BANK NATIONAL ASSOCIATION,**                                                                                                                                                                       |               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
| as Agent                                                                                                                                                                                                  |               |
|                                                                                                                                                                                                      |               |
| By:                                                                                                                                                                                                       | /s/ Susan V. Freed |   |
|                                                                                                                                                                                                      | Susan V. Freed     |   |
|                                                                                                                                                                                                      | Vice President     |   |
|                                                                                                                                                                                                      |               |   |
| Address  for Notices:

 

U.S. Bank Business Credit  633 West Fifth Street, 29 Floor  Los Angeles, California 90071  Attention: Susan V. Freed  Telephone: (213) 615-6404  Facsimile: (213) 615-6594 |               |

 

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