SECURITY AGREEMENT

EXHIBIT 10.8.32

Execution Version

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “ Agreement ”), dated as of February 14, 2008, is entered into by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the benefit of the Secured Parties (as such term is defined in the Financing Agreement, as defined below) (“ Agent ”), and WESTAFF (USA), INC., a California corporation (“ Borrower ”), WESTAFF, INC., a Delaware corporation and the sole shareholder of Borrower (“ Parent Guarantor ”), WESTAFF SUPPORT, INC., a California corporation and a wholly owned subsidiary of Borrower (“ Westaff Support ”), and MEDIAWORLD INTERNATIONAL, a California corporation and a wholly owned subsidiary of Borrower (“ MediaWorl d”; and together with Borrower, Parent Guarantor and Westaff Support, each is individually from time to time is referred to herein as a “ Grantor ” and collectively as “ Grantors ”), with reference to the following facts:

RECITALS

A.             Borrower, Parent Guarantor, the Lenders party thereto (collectively, the “ Lenders ”) and Agent are entering into a Financing Agreement of even date herewith (the “ Financing Agreement ”), pursuant to which Agent and the Lenders propose to provide certain credit facilities to Borrower.

B.             Concurrently therewith and herewith, (i) Parent Guarantor is entering into a Continuing Guaranty dated as of even date herewith in favor of Agent for the benefit of the Secured Parties (the “ Parent Guaranty ”), pursuant to which Parent Guarantor agrees to guaranty the payment and performance of Borrower’s obligations under the Financing Agreement and the other Loan Documents; and (ii) Westaff Support and MediaWorld are entering into a Continuing Guaranty dated as of even date herewith in favor of Agent for the benefit of the Secured Parties (the “ Subsidiary Guaranty ”), pursuant to which Westaff Support and MediaWorld agree to guaranty the payment and performance of Borrower’s obligations under the Financing Agreement and the other Loan Documents.

C.             Borrower is a member of an affiliated group of companies that includes each other Grantor.

D.             The proceeds of the extensions of credit under the Financing Agreement will be used in part to enable Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses.

E.              Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Financing Agreement.

F.              It is a condition to the effectiveness of the Financing Agreement that each Grantor enter into this Agreement with Agent and hereby grant Agent a security interest in the Collateral described below to secure the payment and performance of such Grantor’s obligations to Agent and the Lenders under the Financing Agreement and the other related Loan Documents entered into in connection with (and as defined in) the Financing Agreement.

G.             To induce Agent and the Lenders to enter into the Financing Agreement and the other Loan Documents with Borrower and provide Borrower the credit facilities contemplated thereunder, each Grantor is willing to enter into this Agreement with Agent and grant Agent a security interest in the Collateral.

NOW, THEREFORE, the parties hereby agree as follows:

1.              DEFINITIONS .

1.1            Financing Agreement .  Any capitalized term used but not defined herein shall have the meaning ascribed thereto in the Financing Agreement.

1.2            Defined Terms .  In addition to the other terms defined in this Agreement, whenever the following capitalized terms (whether or not underscored) are used, they shall be defined as follows:

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

“ Collateral ” means all of each Grantor’s right, title and interest in and to all of each such Grantor’s personal property and assets, tangible and intangible, now existing or hereafter acquired or arising, and wherever located, including:

(i)             all of such Grantor’s accounts, chattel paper, deposit accounts, documents, equipment, fixtures, instruments, inventory, investment property, general intangibles, goods, and letter-of-credit rights;

(ii)            all of such Grantor’s right, title and interest in and to the commercial tort claims listed, or required to be listed, in Exhibit 5.7 to this Agreement;

(iii)           without limiting the description of the property or any rights or interests in the property described above in this definition of Collateral, all of such Grantor’s right, title and interest in and to (a) all of such Grantor’s money, cash, and other funds; (b) all attachments, accessions, parts and appurtenances to, all substitutions for, and all replacements of any and all of such Grantor’s equipment, fixtures and other goods; (c) all of such Grantor’s agreements, as-extracted collateral, tangible chattel paper, electronic chattel paper, health-care-insurance receivables, leases, lease contracts, lease agreements, payment intangibles, proceeds of letters of credit, promissory notes, records and software; and (d) all of such Grantor’s franchises, customer lists, insurance refunds, insurance refund claims, tax refunds, tax refund claims, pension plan refunds, pension plan reversions, (i) patents and patent applications, (ii) service marks, service mark applications, trademarks, trademark applications and trade names and all good will associated with any of the foregoing, (iii) trade secrets, (iv) copyrights and copyright applications and (v) licenses of all rights or property interests in any of the foregoing;

(iv)           all supporting obligations;

(v)            all of the products and proceeds of all of the foregoing described property and interests in property, including cash proceeds and noncash proceeds, and including proceeds of

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any insurance, whether in the form of original collateral or any of the property or rights or interests in property described above in this definition of Collateral; and

(vi)           all of the foregoing, whether now owned or existing or hereafter acquired or arising, or in which such Grantor now has or hereafter acquires any right, title or interest;

provided , however , that the Collateral shall not include any Excluded Property.

“ Excluded Property ” means collectively,

(i)             any equipment, fixture, inventory or other goods of such Grantor which is subject to a Permitted Lien, but solely to the extent that the documents evidencing such Permitted Lien explicitly prohibit the grant of a security interest in or Lien on such property or asset; provided , however , that at such time as such property or asset is no longer subject to such Lien or such prohibition, such property or asset shall (without any act or delivery by any Person) constitute Collateral hereunder;

(ii)            any rights of such Grantor under any General Intangible existing prior to the Closing Date (other than with respect to any Account, payment intangible, Chattel Paper or promissory note related thereto or as may otherwise be provided under applicable law) (the “ Affected Collateral ”) if and solely to the extent the creation by the relevant Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in such Affected Collateral (A) is prohibited by legally enforceable provisions of any contract, agreement, instrument or indenture governing such Affected Collateral and such prohibition is not otherwise ineffective as a matter of law (such as pursuant Section 9-406(f), 9-407(a) or 9-408(a) of the Code), (B) would give any other party to such contract, agreement, instrument or indenture a legally enforceable right to terminate its obligations thereunder or (C) is permitted only with the consent of another party, if the requirement to obtain such consent is legally enforceable and is not otherwise ineffective as a matter of law (such as pursuant Section 9-406(f), 9-407(a) or 9-408(a) of the Code) and such consent has not been obtained ( provided , that in any event any account or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Property to the extent that any of the foregoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to Section 9-406 of the Code); provided , however , that, notwithstanding the foregoing, at such time as such Affected Collateral is no longer subject to such prohibition, such right of termination or such consent requirement, as the case may be, such Affected Collateral shall (without any act or delivery by any Person) constitute Collateral hereunder;

(iii)           34% of each class of the issued and outstanding voting Capital Stock of any Foreign Subsidiary owned by any Grantor, if and solely to the extent that the grant of a Lien herein in the Capital Stock of such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code, which investment would trigger any increase in the gross income of a United States shareholder of such Grantor pursuant to Section 951 (or a successor provision) of the Internal Revenue Code (it being understood and agreed that the remaining 66% of each class of the issued and outstanding voting Capital Stock of each such Foreign Subsidiary and all non-voting

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Capital Stock of each such Foreign Subsidiary shall constitute Collateral hereunder owned by any Grantor;

(iv)           any (A) of the Capital Stock of Westaff Australia and (B) “Junior Debt,” as such term is defined in the Australian Subordination Agreement, in each case, only for so long as the Australian Subordination Deed remains in effect and prohibits any Grantor from (x) pledging any of the Capital Stock of Westaff Australia and (y) granting a security interest in such Junior Debt; and

(v)            any Permit now or hereafter acquired or held by any Grantor, together with all amendments, modifications, extensions, renewals and replacements of any thereof) solely to the extent the granting of a security interest therein in favor of Agent would be prohibited by applicable law and such prohibition is not otherwise ineffective as a matter of law; provided , however , that at such time as such Permit is no longer subject to such prohibition, such Permit shall (without any act or delivery by any Person) constitute Collateral hereunder.

“ Government Contracts ” means each of the contracts entered into by Borrower with Government Authorities, as such contracts may be amended, restated, replaced, extended or reaffirmed from time to time, which Government Contracts as of the Closing Date are identified on Schedule 9.29 of the Financing Agreement.

“ Permit ” means any and all permits, certificates, approvals, authorizations, consents, licenses, variances, franchises or other instruments, however characterized, of any Governmental Authority (or any Person acting on behalf of a Government Authority).

“ Surety Account ” means that certain U.S. Bank National Association Account no. 98554000 which has been pledged by Borrower to the Washington State Department of Labor and Industries as security for providing workers’ compensation benefits and assessments in the event of default by the self insurer.

1.3            Other Definitional Provisions; Construction .  Unless otherwise specified,

(i)             As used in this Agreement, accounting terms relating to Borrower not defined in this Agreement have the respective meanings given to them in accordance with GAAP.

(ii)            The definition of any document, instrument or agreement includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, restatements and amendments thereof.  All Exhibits and Schedules attached to this Agreement are incorporated into, made and form an integral part of, this Agreement for all purposes.

(iii)           “Hereunder,” “herein,” “hereto,” “this Agreement” and words of similar import refer to this entire document; “including” is used by way of illustration and not by way of limitation, unless the context clearly indicates the contrary; the singular includes the plural and conversely; and any action required to be taken by Borrower is to be taken promptly, unless the context clearly indicates the contrary.

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(iv)           All of the uncapitalized terms contained in this Agreement which are now or hereafter defined under the Code will, unless the context indicates otherwise, have the meanings provided for now or hereafter in the Code.

2.              GRANT OF SECURITY INTEREST; SET-OFF AND RELATED MATTERS .

2.1            Security Interest .  As security for the full, prompt and complete payment and performance by each Grantor of its respective obligations under the Financing Agreement and the other Loan Documents, including, without limitation, the Obligations (as such term is defined in the Financing Agreement) of Borrower and the joint and several Liabilities (as such term is defined in the applicable Affiliate Guaranty Agreements) of Parent Guarantor, Westaff Support and MediaWorld (collectively, for purposes of this Agreement, the “ Obligations ”), each Guarantor hereby grants to, and creates in favor of, Agent, for the benefit of the Secured Parties, a continuing security interest in, and Lien on, all of the Collateral.

2.2            Government Contracts .  In addition to, and without limiting any of the foregoing, in order to support the payment and performance of the Obligations, and until the Revolving Credit Commitment Termination Date, each Grantor hereby absolutely assigns, sells and transfers to Agent, for benefit of the Secured Parties, all claims and moneys due or to become due under the Government Contracts, and agrees that all payments due or to become due under the Government Contracts shall be made to and at the direction of Agent.

2.3            Set-Off .  All cash, moneys, investment property and other properties of any Grantor and the proceeds thereof now or hereafter held or received by Agent from or for the account of any Grantor, including any and all deposits (general or special), account balances and credits of any Grantor with any Secured Party at any time existing, (i) are part of the Collateral, (ii) will be held as security for the Obligations, and (iii) may be set-off and applied against any or all Obligations at any time following the occurrence and during the continuance of any Event of Default, and after the occurrence of and during the continuance of an Event of Default, Agent has the right at any time to refuse to allow withdrawals from any account of any Grantor.  At any time following the occurrence and during the continuance of any Event of Default, each Grantor authorizes each Secured Party and its and their respective Affiliates to pay or to deliver to Agent any deposits or other sums credited by, or due from, such Affiliates to any Grantor for application against any or all Obligations, all without further notice to Grantors (such notice being expressly waived) and without any necessity on Agent’s part to resort to other security or sources of reimbursement for the Obligations.  The rights given to Agent and the Secured Parties hereunder are cumulative with Agent’s and the Secured Parties’ other rights and remedies, including other rights of setoff.  Agent will promptly notify Borrower of Agent’s receipt of such funds for application against the Obligations, but Agent’s failure to do so will not affect the validity or enforceability thereof.

3.              PERFECTION OF AGENT’S SECURITY INTEREST; DUTY OF CARE .

3.1            Required Grantor Actions .  Until the termination of this Agreement, each Grantor shall perform any and all steps and take all actions reasonably requested by Agent from time to time to perfect, maintain, protect, and enforce Agent’s security interest in, and Lien on, the Collateral, including (i) executing and delivering all appropriate documents and instruments as

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Agent may determine are necessary or reasonably desirable to perfect, preserve, or enforce Agent’s interest in the Collateral, all in form and substance satisfactory to Agent, (ii) delivering to Agent any warehouse receipts or other documents of title covering that portion of the Collateral which may be located in warehouses and in respect of which warehouse receipts are issued, (iii) upon the occurrence and the continuance of any Event of Default, transferring inventory to warehouses approved by Agent, (iv) placing notations on such Grantor’s books of account to disclose Agent’s security interest and Lien therein, and (v) taking such other steps and actions as deemed necessary or reasonably desirable by Agent to perfect and enforce Agent’s security interest in, and Lien on, and other rights and interests in, the Collateral.

3.2            Financing Statements; Notices .  Each Grantor hereby irrevocably authorizes Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by Part 5 of Article 9 of the Uniform Commercial Code as enacted in any jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor.  Each Grantor hereby irrevocably authorizes Agent at any time and from time to time to correct or complete, or to cause to be corrected or completed, any financing statements, continuation statements or other such documents as have been filed naming such Grantor as debtor and Agent as secured party.  Each Grantor agrees to furnish any such information to Agent promptly upon request.  At Agent’s request, each Grantor will execute notices appropriate under any applicable requirements of law that Agent deems desirable to evidence, perfect, or protect its security interest in and other Liens on the Collateral in such form(s) as are satisfactory to Agent.  Each Grantor, jointly and severally, agrees to pay the cost of filing all financing statements and other notices in all public offices where filing is deemed by Agent to be necessary or desirable to perfect, protect or enforce the security interest and Lien granted to Agent hereunder.  A carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.  Agent is hereby authorized to give notice to any creditor, landlord or any other Person as may be necessary or desirable under applicable laws to evidence, protect, perfect, or enforce the security interest and Lien granted to Agent in the Collateral.

3.3            Bailees; Consignees; Warehousemen .  If any Collateral having a value in excess of $100,000 individually or $250,000 in the aggregate is in the possession or control of any warehouseman or any of any Grantor’s consignees, agents, processors, customers or other bailees, upon the request of Agent the applicable Grantor shall notify such warehousemen, consignee, agents, processors, customers or other bailees of Agent’s security interest and Lien therein, and upon Agent’s request, such Grantor shall use commercially reasonable efforts to obtain a bailee letter agreement and financing statements acceptable to Agent from such warehousemen, consignees, agents, processors, customers or other bailees, pursuant to which each such warehousemen, consignee, agent, processor, customer or other bailee acknowledges in an authenticated record that such Person is holding the Collateral for Agent’s benefit, and such documentation from any secured creditor or lessor of such Person as Agent may request.

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3.4            Impositions; Protection of Agent’s Interests .  To protect, perfect, or enforce, from time to time, Agent’s rights or interests in the Collateral, Agent may, in its discretion (but without any obligation to do so), (i) discharge any Liens (other than Permitted Liens so long as no Event of Default has occurred and is continuing) at any time levied or placed on the Collateral, (ii) pay any insurance to the extent any Grantor has failed to timely pay the same, (iii) if determined by the Agent, in its reasonable judgment, to be necessary to protect the Collateral, maintain guards where any Collateral is located if an Event of Default has occurred and is continuing, and (iv) obtain any record from any service bureau and pay such service bureau the cost thereof.  All costs and expenses incurred by Agent in exercising its discretion under this Section 3.4 will be part of the Obligations, payable on Agent’s demand and secured by the Loan Collateral.

3.5            Agent’s Duty of Care .  Agent shall have no duty of care with respect to the Collateral except that Agent shall exercise reasonable care with respect to the Collateral in Agent’s custody.  Agent shall be deemed to have exercised reasonable care if (i) such property is accorded treatment substantially equal to that which Agent accords its own property or (ii) Agent takes such action with respect to the Collateral as the applicable Grantor shall reasonably request in writing.  Agent will not be deemed to have, and nothing in this Section 3.5 may be construed to deem that Agent has, failed to exercise reasonable care in the custody or preservation of Collateral in its possession merely because either (a) Agent failed to comply with any request of any Grantor or (b) Agent failed to take steps to preserve rights against any Persons in such property.  Each Grantor agrees that Agent has no obligation to take steps to preserve rights against any prior parties.

3.6            Verification .  Except as may otherwise be provided by the Financing Agreement, after the occurrence and during the continuance of any Event of Default,