0001047469-06-010648 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 9th, 2006 • Willdan Group, Inc. • Delaware

This Indemnification Agreement, dated as of August , 2006, is made by and between Willdan Group, Inc., a Delaware corporation (the "Corporation") and [ ] (the "Indemnitee").

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SECURITY AGREEMENT
Security Agreement • August 9th, 2006 • Willdan Group, Inc. • California

The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" end "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in the Agreement as security for the Secured Debts.

SECURITY AGREEMENT
Security Agreement • August 9th, 2006 • Willdan Group, Inc. • California

The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" and "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in this Agreement as security for the Secured Debts.

SECOND AMENDMENT TO LEASE
Lease • August 9th, 2006 • Willdan Group, Inc.

THIS SECOND AMENDMENT TO LEASE ("Amendment") is made and entered into as of the 6th day of March, 2006, by and between 2401 KATELLA, LLC, a Delaware limited liability company ("Landlord"), and THE WILLDAN GROUP OF COMPANIES, a California corporation ("Tenant").

WILLDAN GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 9th, 2006 • Willdan Group, Inc. • Delaware

This Non-Qualified Stock Option Agreement ("Agreement") is between Willdan Group, Inc. ("Company") and (the "Optionee"), and is effective as of the day of , 2006 ("Date of Grant").

EMPLOYMENT AGREEMENT (Restated)
Employment Agreement • August 9th, 2006 • Willdan Group, Inc. • California

This Employment Agreement, between Willdan Group, Inc., a Delaware corporation, formerly The Willdan Group of Companies, a California corporation, ("Company") and L. Mallory McCamant ("Employee") is effective August 1, 2006.

WILLDAN GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 9th, 2006 • Willdan Group, Inc. • Delaware

This Incentive Stock Option Agreement ("Agreement") is between Willdan Group, Inc. ("Company") and (the "Optionee"), and is effective as of the day of , 2006 ("Date of Grant").

FIRST AMENDMENT TO LEASE
Lease • August 9th, 2006 • Willdan Group, Inc.

THE FIRST AMENDMENT TO LEASE ("Amendment") is made and entered into as of the 27th day of February, 2006, by and between 2401 KATELLA, LLC, a Delaware limited liability company ("Landlord"), and THE WILLDAN GROUP OF COMPANIES, a California corporation ("Tenant").

SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS
Office Lease • August 9th, 2006 • Willdan Group, Inc.

This LEASE, which includes the preceding Summary of Basic Lease Information and Definitions ("Summary") attached hereto and incorporated herein by this reference ("Lease"), is dated for reference purposes only as of the 15th day of October, 2004, by and between SPECTRUM WAPLES STREET, LLC, a California limited liability company, and SPECTRUM LAMBERT PLAZA, LLC, a California limited liability company, as tenants-in-common (collectively, "Landlord"), and THE WILLDAN GROUP OF COMPANIES, a California corporation ("Tenant").

FORM OF TAX AGREEMENT RELATING TO S CORPORATION DISTRIBUTIONS
Tax Agreement • August 9th, 2006 • Willdan Group, Inc. • California

This Tax Agreement Relating to S Corporation Distributions (the "Agreement") is made effective as of , 2006, by and among Willdan Group, Inc., a Delaware corporation, successor to The Willdan Group of Companies, a California corporation (the "Company"), and all of the stockholders identified on the signature pages of this Agreement (collectively, the "Stockholders").

COMMERCIAL LOAN AGREEMENT Single Advance Loan
Commercial Loan Agreement • August 9th, 2006 • Willdan Group, Inc. • California

DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is June 24, 2005. The parties and their addresses are as follows:

Creditor Use Only COMMERCIAL LOAN AGREEMENT Revolving Draw Loan
Commercial Loan Agreement • August 9th, 2006 • Willdan Group, Inc. • California

DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is June 24, 2005. The parties and their addresses are as follows:

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