exv10w6



 







Exhibit 10.6




PLEDGE AGREEMENT




          PLEDGE AGREEMENT (this “Agreement”), dated as of March 31, 2006, made by each entity listed as
a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in
favor of Amatis Limited, a company organized under the laws of the Cayman Islands, in its capacity
as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below)
party to the Notes Securities Purchase Agreement, dated as of even date herewith (as amended,
restated or otherwise modified from time to time, the “Securities Purchase Agreement”) (together
with its successors, transferees and assigns, the “Investor”).




WITNESSETH:




          WHEREAS, Global Employment Holdings, Inc. (the “Company”) and each party listed as a “Buyer”
on the Schedule of Buyers attached thereto (collectively, the “Buyers”) are parties to a Securities
Purchase Agreement, pursuant to which the Company shall be required to sell, and the Investor shall
purchase or have the right to purchase, the “Notes” (as defined therein);




          WHEREAS, each of the Pledgors (other than the Company) (the “Guarantors”) has executed and
delivered a Guaranty dated the date hereof (the “Guaranty”) in favor of the Collateral Agent for
the benefit of itself and the Buyers, with respect to the Company’s obligations under the
Securities Purchase Agreement , the Notes and the Transaction Documents (as defined below); and




          WHEREAS, it is a condition precedent to the Buyers entering into the Securities Purchase
Agreement that the Pledgors shall have executed and delivered to the Collateral Agent for the
benefit of itself and the Buyers this Agreement to secure all of the Company’s obligations under
the Securities Purchase Agreement, the “Notes”(as defined therein) issued pursuant thereto (as such
Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with
the terms thereof, collectively, the “Notes”), and the “Transaction Documents” (as defined in the
Securities Purchase Agreement, the “Transaction Documents”) and the Guarantors’ obligations under
the Guaranty;




          WHEREAS, the Company and each of the Guarantors shall have executed and delivered to the
Collateral Agent, for the benefit of itself and the Buyers, a Security Agreement granting the
Collateral Agent a perfected lien in all their personal property, second in priority to only the
lien granted to the Senior Lender subject to the terms of the Subordination Agreement (the
“Security Agreement”);




          WHEREAS, Global Employment Solutions, Inc. and certain affiliates have obtained senior
financing as described in the Notes (the “Senior Loan”) from Wells Fargo Bank, N.A. (with its
participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business
Credit operating division. The Obligations (as defined below) and the security interests granted
by the Pledgors herein are subordinated to all of the obligations to, and the security interests
of, the Senior Lender in respect of the Senior Loan pursuant to the terms of




 









 







a Subordination Agreement, dated as of the date hereof, by and between the Collateral Agent,
the Buyers and the Senior Lender (the “Subordination Agreement”);




          WHEREAS, the Pledgors are mutually dependent on each other in the conduct of their respective
businesses as an integrated operation, with the credit needed from time to time by each Pledgor
often being provided through financing obtained by the other Pledgors and the ability to obtain
such financing being dependent on the successful operations of all of the Pledgors as a whole; and




          WHEREAS, each Pledgor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of, such Pledgor.




          NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Collateral Agent and the Buyers to perform under the Securities Purchase Agreement, each
Pledgor agrees with the Collateral Agent, for the benefit of the Buyers, as follows:




          SECTION 1. Definitions and Rules of Interpretation.



               (a) Definitions. Reference is hereby made to the Securities Purchase Agreement and
the Notes, and for a statement of the terms thereof. All terms used in this Agreement which are
defined in the Securities Purchase Agreement, the Notes or in Article 8 or Article 9 of the Uniform
Commercial Code (the “Code”) as in effect from time to time in the State of New York and which are
not otherwise defined herein shall have the same meanings herein as set forth therein;
provided, that terms used herein which are defined in the Code as in effect in the State of
New York on the date hereof shall continue to have the same meaning notwithstanding any replacement
or amendment of such statute except as the Collateral Agent may otherwise determine. In the event
that any such term is defined in both the Securities Purchase Agreement and the Code or the Notes
and the Code , the definition of such term in the Securities Purchase Agreement or the Notes, as
the case may be, shall control.



               (b) Rules of Interpretation. Except as otherwise expressly provided in this
Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes
the plural and the plural includes the singular; (ii) “or” and “any” are not exclusive and
“include” and “including” are not limiting; (iii) a reference to any agreement or other contract
includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or
modification to such law and any rules or regulations issued thereunder; (v) a reference to a
person includes its permitted successors and assigns; and (vi) a reference in this Agreement to an
Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule
of this Agreement.



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          SECTION 2. Pledge and Grant of Security Interest. As collateral security for all of
the Obligations (as defined in Section 3 hereof), each of the Pledgors hereby pledges and
assigns and grants to the Collateral Agent a continuing security interest in, and Lien on, all of
such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged
Collateral”):




               (a) all present, as set forth in Schedule I, and all future, issued and outstanding
shares of capital stock, or other equity or investment securities of, or partnership, membership,
or joint venture interests in, each subsidiary, whether now owned or hereafter acquired by such
Pledgor and whether or not evidenced or represented by any stock certificate, certificated security
or other instrument, together with the certificates representing such equity interests, all options
and other rights, contractual or otherwise, in respect thereof and all dividends, distributions,
cash, instruments, investment property and any other property (including, but not limited to, any
stock dividend and any distribution in connection with a stock split) from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing
and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”);



               (b) all present and future increases, profits, combinations, reclassifications, and
substitutes and replacements for all or part of the foregoing Collateral heretofore described;



               (c) all investment property, financial assets, securities, capital stock, other equity
interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds,
promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other
assets now or hereafter received or receivable with respect to the foregoing;



               (d) all securities entitlements of such Pledgor in any and all of the foregoing; and



               (e) all proceeds (including proceeds of proceeds) of any and all of the foregoing;


in each case, whether now owned or hereafter acquired by such Pledgor and howsoever its interest
therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).




     The Obligations (as defined below) and the security interests granted by the Pledgors herein
are subordinated to all of the obligations to, and the security interests of, the Senior Lender in
respect of the Senior Loan pursuant to the terms of the Subordination Agreement.



          SECTION 3. Security for Obligations. The security interest created hereby in the
Pledged Collateral constitutes continuing collateral security for all of the following obligations,
whether now existing or hereafter incurred (the “Obligations”):




               (a) the payment by the Company, as and when due and payable (by scheduled maturity, required
prepayment, acceleration, demand or otherwise), of all amounts



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from time to time owing by it in respect of the Securities Purchase Agreement, the Notes and
the other Transaction Documents, and (ii) the payment by each of the Guarantors, as and when due
and payable of all “Guaranteed Obligations” under (as defined in) the Guaranty, including, without
limitation, (A) all principal of and interest on the Notes (including, without limitation, all
interest that accrues after the commencement of any bankruptcy proceeding of any Pledgor, whether
or not the payment of such interest is unenforceable or is not allowable due to the existence of
such bankruptcy proceeding), and (B) all fees, commissions, expense reimbursements,
indemnifications and all other amounts due or to become due under any of the Transaction Documents;
and




               (b) the due performance and observance by each Pledgor of all of its other obligations from
time to time existing in respect of any of the Transaction Documents for so long as the Notes are
outstanding.



          SECTION 4. Delivery of the Pledged Collateral.




               (a) Subject to the rights of the Senior Lender pursuant to the Subordination Agreement, all
promissory notes, certificates and instruments constituting Pledged Collateral from time to time or
required to be pledged to the Collateral Agent pursuant to the terms of this Agreement or the
Securities Purchase Agreement (the “Additional Collateral”) shall be delivered to the Collateral
Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory
notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall
be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment or undated stock powers executed in blank, all in form and
substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of
uncertificated securities, unless the immediately following sentence is applicable thereto, the
Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee)
to become the registered holder thereof, or cause each issuer of such securities to agree that it
will comply with instructions originated by the Collateral Agent (or its designated custodian,
nominee or other designee) with respect to such securities without further consent by the Pledgors.
Subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, if any
Pledged Collateral consists of securities entitlements, the Pledgors shall transfer such securities
entitlements to the Collateral Agent (or its designated custodian, nominee or other designee) or
cause the applicable securities intermediary to agree that it will comply with entitlement orders
by the Collateral Agent (or its designated custodian, nominee or other designee) without further
consent by the Pledgors.



               (b) Promptly upon the receipt by any Pledgor of any Additional Collateral, a Pledge Amendment,
duly executed by such Pledgor, in substantially the form of Annex I hereto (a “Pledge
Amendment”), shall be delivered to the Collateral Agent, in respect of the Additional Collateral
which is or are to be pledged pursuant to this Agreement and the Securities Purchase Agreement,
which Pledge Amendment shall from and after delivery thereof constitute part of Schedule I
hereto. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to
this Agreement and agrees that all promissory notes, certificates or instruments listed on any
Pledge Amendment shall for all purposes hereunder constitute Pledged Collateral and such Pledgor
shall be deemed upon delivery thereof to have



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made the representations and warranties set forth in Section 5 with respect to such
Additional Collateral.




               (c) If any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of
any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate
representing a stock dividend or distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock
split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether
as an addition to, substitution for, or in exchange for, any Pledged Collateral, or otherwise,
(iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor
pursuant to Section 7 hereof) or in securities or other property or (iv) dividends,
distributions, cash, instruments, investment property and other property in connection with a
partial or total liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note,
instrument, option, right, payment or distribution in trust for the benefit of the Collateral
Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the
Collateral Agent in the exact form received, with any necessary endorsement and/or appropriate
stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and
as further collateral security for the Obligations, subject to the prior rights of the Senior
Lender pursuant to the Subordination Agreement.



          SECTION 5. Representations and Warranties. Each Pledgor jointly and severally
represents and warrants as follows:




               (a) Each Pledgor (i) is a corporation, limited liability company or limited partnership duly
organized, validly existing and in good standing under the laws of the state or jurisdiction of its
organization, and (ii) has all requisite power and authority to execute, deliver and perform this
Agreement.



               (b) The execution, delivery and performance by each Pledgor of this Agreement (i) have been
duly authorized by all necessary action, (ii) do not and will not contravene its charter or bylaws,
its limited liability company or operating agreement or its certificate of partnership or
partnership agreement, as applicable, or any applicable law or any contractual restriction binding
on or affecting it or any of its properties, and (iii) do not and will not result in or require the
creation of any Lien upon or with respect to any of its properties other than pursuant to this
Agreement.



               (c) The issuers of the Pledged Shares set forth in Schedule I hereto are the Pledgors’
only Subsidiaries existing on the date hereof. The Pledged Shares have been duly authorized and
validly issued, are fully paid and nonassessable and the holders thereof are not entitled to any
preemptive first refusal or other similar rights. Except as noted in Schedule I hereto,
the Pledged Shares constitute 100% of the issued shares of capital stock, partnership interests or
membership or other equity interests, as applicable, of the Subsidiaries. All other shares of
stock constituting Pledged Collateral will be, when issued, duly authorized and validly issued,
fully paid and nonassessable.



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               (d) The Pledgors are and will be at all times the legal and beneficial owners of the Pledged
Collateral free and clear of any Lien, security interest, option or other charge or encumbrance
except for the security interest and Lien created by this Agreement or any Permitted Liens.



               (e) The exercise by the Collateral Agent of any of its rights and remedies hereunder will not
contravene any law or any contractual restriction binding on or affecting any Pledgor or any of the
properties of any Pledgor and will not result in or require the creation of any Lien, security
interest or other charge or encumbrance upon or with respect to any of the properties of any
Pledgor other than pursuant to this Agreement and the other Transaction Documents.



               (f) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority is required to be obtained or made by any Pledgor for (i) the due execution,
delivery and performance by any Pledgor of this Agreement, (ii) the grant by any Pledgor, or the
perfection, of the security interest and Lien purported to be created hereby in the Pledged
Collateral or (iii) the exercise by the Collateral Agent of any of its rights and remedies
hereunder, except as may be required in connection with any sale of any Pledged Collateral by laws
affecting the offering and sale of securities generally.



               (g) This Agreement creates a valid security interest and Lien in favor of the Collateral Agent
in the Pledged Collateral, as security for the Obligations, subject only to the lien of the Senior
Lender. Subject to the terms of the Subordination Agreement, such security interest and Lien is, or
in the case of Pledged Collateral in which any of the Pledgors obtains rights after the date
hereof, will be, a perfected Lien, subject only to the Permitted Liens. All action necessary or
desirable to perfect and protect such security interest and Lien has been duly taken, subject to
the filing in the appropriate jurisdictions of UCC financing statements naming the Pledgors as
debtors and the Collateral Agent as Secured Party.



          SECTION 6. Covenants as to the Pledged Collateral. So long as any Obligations shall
remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall
not have been terminated, each Pledgor will, unless the Collateral Agent shall otherwise consent in
writing:




               (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent,
or any designees or representatives thereof at any time or from time to time to examine and make
copies of and abstracts from such records;



               (b) at the Pledgors’ joint and several expense, promptly deliver to the Collateral Agent a
copy of each material notice or other material communication received by any Pledgor in respect of
the Pledged Collateral;



               (c) at the Pledgors’ joint and several expense, defend the Collateral Agent’s right, title and
security interest in and to the Pledged Collateral against the claims of any Person;



               (d) at the Pledgors’ joint and several expense, at any time and from time to time, promptly
execute and deliver all further instruments and documents and take all



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further action that may be necessary or desirable or that the Collateral Agent may reasonably
request in order to (i) perfect and protect, or maintain the perfection of, the security interest
and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce
its rights and remedies hereunder in respect of the Pledged Collateral or (iii) otherwise effect
the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent
irrevocable proxies in respect of the Pledged Collateral;




               (e) subject to the rights of the Senior Lender pursuant to the Subordination Agreement, not
sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any Pledged
Collateral or any interest therein except as expressly permitted by the Securities Purchase
Agreement;



               (f) not create or suffer to exist any Lien, upon or with respect to any Pledged Collateral
except for the Lien created hereby or for any Permitted Lien;



               (g) not make or consent to any amendment or other modification or waiver with respect to any
Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to
any Pledged Collateral other than pursuant to the Transaction Documents;



               (h) except as for the issuances contemplated by the Securities Purchase Agreement to the
purchasers thereunder, not permit the issuance of (i) any additional shares of any class of capital
stock, partnership interests, member interests or other equity of any Subsidiary, (ii) any
securities convertible voluntarily by the holder thereof or automatically upon the occurrence or
non-occurrence of any event or condition into, or exchangeable for, any such shares of capital
stock or (iii) any warrants, options, contracts or other commitments entitling any Person to
purchase or otherwise acquire any such shares of capital stock;



               (i) not issue any stock certificate, certificated security or other instrument to evidence or
represent any shares of capital stock, any partnership interest or membership interest described in
Schedule I hereto; and



               (j) not take or fail to take any action which would in any manner impair the validity or
enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral.



          SECTION 7. Voting Rights, Dividends, Etc. in Respect of the Pledged Collateral.




               (a) So long as no Event of Default (as defined in the Notes) (an “Event of Default”) shall
have occurred and be continuing:



                  (i) each Pledgor may exercise any and all voting and other consensual rights pertaining to any
Pledged Collateral for any purpose not inconsistent with the terms of this Agreement, the
Securities Purchase Agreement or the other Transaction Documents; provided,
however, that (A) no Pledgor will exercise or refrain from exercising any such right, as
the case may be, if the Collateral Agent gives it notice that, in the Collateral Agent’s judgment,
such action (or inaction) is reasonably likely to have a Material Adverse



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Effect and (B) each Pledgor will give the Collateral Agent at least five (5) Business Days’
notice of the manner in which it intends to exercise, or the reasons for refraining from
exercising, any such right which is reasonably likely to have a Material Adverse Effect;




                  (ii) the Pledgors may receive and retain any and all dividends, interest or other
distributions paid in respect of the Pledged Collateral to the extent permitted by the Securities
Purchase Agreement; provided, however, that any and all (A) dividends and interest
paid or payable other than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (B)
dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in
connection with a partial or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral, together with any dividend,
distribution, interest or other payment which at the time of such dividend, distribution, interest
or other payment was not permitted by the Securities Purchase Agreement, shall be, in each case
subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement, and shall
forthwith be delivered to the Collateral Agent to hold as, Pledged Collateral and shall, if
received by any of the Pledgors, be received in trust for the benefit of the Collateral Agent,
shall be segregated from the other property or funds of the Pledgors, and shall be forthwith
delivered to the Collateral Agent in the exact form received with any necessary indorsement and/or
appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged
Collateral and as further collateral security for the Obligations; and



                  (iii) the Collateral Agent will execute and deliver (or cause to be executed and delivered) to
a Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the
purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to
exercise pursuant to paragraph (i) of this Section 7(a) and to receive the dividends,
distributions, interest and other payments which it is authorized to receive and retain pursuant to
paragraph (ii) of this Section 7(a), in each case, to the extent that the Collateral Agent
has possession of such Pledged Collateral.



               (b) Upon the occurrence and during the continuance of an Event of Default, in each case
subject to the prior rights of the Senior Lender pursuant to the Subordination Agreement:



                  (i) all rights of each Pledgor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to paragraph (i) of subsection (a) of this
Section 7, and to receive the dividends, distributions, interest and other payments which
it would otherwise be authorized to receive and retain pursuant to paragraph (ii) of subsection (a)
of this Section 7, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent which shall thereupon have the sole right to exercise such voting and other
consensual rights and to receive and hold as Pledged Collateral such dividends, distributions,
interest and other payments;



                  (ii) without limiting the generality of the foregoing, the Collateral Agent may at its option
exercise any and all rights of conversion, exchange, subscription or any other rights, privileges
or options pertaining to any of the Pledged Collateral



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as if it were the absolute owner thereof, including, without limitation, the right to
exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation,
reorganization, recapitalization or other adjustment of any issuer of the Pledged Collateral or
upon the exercise by any issuer of the Pledged Collateral of any right, privilege or option
pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and
all of the Pledged Collateral with any committee, depository, transfer Collateral Agent, registrar
or other designated Collateral Agent upon such terms and conditions as it may determine; and




                  (iii) all dividends, distributions, interest and other payments which are received by any
Pledgor contrary to the provisions of paragraph (i) of this Section 7(b) shall be received
in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such
Pledgor, and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the
exact form received with any necessary indorsement and/or appropriate stock powers duly executed in
blank, to be held by the Collateral Agent as Pledged Collateral and as further collateral security
for the Obligations.



          SECTION 8. Additional Provisions Concerning the Pledged Collateral.




               (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, relating to the Pledged Collateral, without the
signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent
that the Collateral Agent has filed any such financing or continuation statements, or amendments
thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the
Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name
and to file such agreements, instruments or other documents that are related to the security
interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8
or Article 9 of the UCC in any appropriate filing office.



               (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and
proxy, with full authority in the place and stead and in its name or otherwise, from time to time
in the Collateral Agent’s discretion to take any action and to execute any instrument which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement
(subject to the rights of such Pledgor under Section 7(a) hereof), including, without
limitation, to receive, indorse and collect all instruments made payable to such Pledgor
representing any dividend, interest payment or other distribution in respect of any Pledged
Collateral and to give full discharge for the same. This power is coupled with an interest and is
irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof.



               (c) If any Pledgor fails to perform any agreement or obligation contained herein, the
Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the
expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally
payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged
Collateral.



               (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged
Collateral while held hereunder, the Collateral Agent shall have no duty



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or liability to preserve rights pertaining thereto and shall be relieved of all responsibility
for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the
Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody
and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its own property, it being
understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating
to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge
of such matters, or (ii) taking any necessary steps to preserve rights against any parties with
respect to any Pledged Collateral.




               (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest
in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers, except
as required by the Code. Except for the safe custody of any Pledged Collateral in its possession
and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no
duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any Pledged Collateral, except as requires
by the Code.



               (f) Subject to the prior rights of the Senior Lender under the Subordination Agreement, upon
the occurrence and during the continuation of any Event of Default, the Collateral Agent may at any
time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the
Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the
revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates
or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger
denominations.



          SECTION 9. Remedies Upon Default. If any Event of Default shall have occurred and be
continuing, in each case subject to the prior rights of the Senior Lender pursuant to the
Subordination Agreement:




               (a) The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all of the rights and
remedies of a secured party on default under the Code then in effect in the State of New York; and
without limiting the generality of the foregoing and without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any
exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the
Collateral Agent may deem commercially reasonable. The Pledgors agree that, to the extent notice
of sale shall be required by law, at least ten (10) days’ notice to any of the Pledgors of the time
and place of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale
of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it was
so adjourned.



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               (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any
part of the Pledged Shares or any other securities constituting Pledged Collateral and that the
Collateral Agent may, therefore, determine to make one or more private sales of any such securities
to a restricted group of purchasers who will be obligated to agree, among other things, to acquire
such securities for its own account, for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and other terms which might have been obtained at a
public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to
have been made in a commercially reasonable manner and that the Collateral Agent shall have no
obligation to delay sale of any such securities for the period of time necessary to permit the
issuer of such securities to register such securities for public sale under the Securities Act of
1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any
offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a
newspaper or other publication of general circulation in the financial community of New York, New
York (to the extent that such an offer may be so advertised without prior registration under the
Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15)
bona fide offerees shall be deemed to involve a “public disposition” for the
purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision)
as then in effect in the State of New York, notwithstanding that such sale may not constitute a
“public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid
for the purchase of such securities.



               (c) Any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received
by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all
or any part of the Pledged Collateral may, in the discretion of the Collateral Agent, be held by
the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in
whole or in part by the Collateral Agent against, all or any part of the Obligations in such order
as the Collateral Agent shall elect consistent with the provisions of the Securities Purchase
Agreement.



               (d) In the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Collateral Agent is legally entitled, the Pledgors
shall be jointly and severally liable for the deficiency, together with interest thereon at the
highest rate specified in the Securities Purchase Agreement for interest on overdue principal
thereof or such other rate as shall be fixed by applicable law, together with the costs of
collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral
Agent to collect such deficiency.



          SECTION 10. Indemnity and Expenses.




               (a) Each of the Pledgors, jointly and severally, hereby agrees to indemnify and hold the
Collateral Agent (and all of its officers, directors, employees, attorneys, consultants) harmless
from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees,
costs and expenses (including, without limitation, reasonable legal fees and disbursements of
counsel) to the extent that they arise out of or otherwise result from this Agreement (including,
without limitation, enforcement of this Agreement), except claims,



-11-









 




losses or liabilities arising or resulting directly from the Collateral Agent’s gross
negligence or willful misconduct as determined by a court of competent jurisdiction.




               (b) Each Pledgor shall be jointly and severally obligated for, and will upon demand pay to the
Collateral Agent the reasonable amount of any and all out-of-pocket costs and expenses, including
the reasonable fees and disbursements of the Collateral Agent’s counsel and of any experts which
the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution,
delivery, recordation, administration, amendment, waiver or other modification or termination of
this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection
from, or other realization upon, any Pledged Collateral, (iii) the exercise or enforcement of any
of the rights of the Collateral Agent hereunder, or (iv) the failure by any Pledgor to perform or
observe any of the provisions hereof.



          SECTION 11. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt
requested), sent by Federal Express or other recognized courier service (return receipt requested),
telecopied or delivered, if to any Pledgor, to it at the address specified for the Company in the
Securities Purchase Agreement or if to the Collateral Agent, to it at the address specified in the
Securities Purchase Agreement; or as to either such Person at such other address as shall be
designated by such Person in a written notice to such other Person complying as to delivery with
the terms of this Section 11. All such notices and other communications shall be effective
(i) if sent by certified mail, postage prepaid, return receipt requested, when received or three
(3) Business Days after mailing, whichever first occurs, (ii) if telecopied, when transmitted and
confirmation is received, provided same is on a Business Day and, if not, on the next
Business Day or (iii) if delivered or sent by Federal Express or other recognized courier service
(return receipt requested), upon delivery, provided same is on a Business Day and, if not,
on the next Business Day.




          SECTION 12. Security Interest Absolute. All rights of the Collateral Agent, all Liens
and all obligations of each of the Pledgors hereunder shall be absolute and unconditional
irrespective of: (i) any lack of validity or enforceability of the Securities Purchase Agreement
or any other agreement or instrument relating thereto, (ii) any change in the time, manner or place
of payment of, or in any other term in respect of, all or any of the Obligations, or any other
amendment or waiver of or consent to any departure from the Securities Purchase Agreement or any
other Transaction Document, (iii) any exchange or release of, or non-perfection of any Lien on any
Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for
all or any of the Obligations, or (iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any of the Pledgors in respect of the Obligations (other
than the payment in full of the Obligations). All authorizations and agencies contained herein
with respect to any of the Pledged Collateral are irrevocable and powers coupled with an interest.




          SECTION 13. Miscellaneous.




               (a) No amendment of any provision of this Agreement shall be effective unless it is in writing
and signed by each Pledgor and the Collateral Agent, and no waiver of any provision of this
Agreement, and no consent to any departure by the Pledgors



-12-









 




therefrom, shall be effective unless it is in writing and signed by the Collateral Agent, and
then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.




               (b) No failure on the part of the Collateral Agent to exercise, and no delay in exercising,
any right hereunder or under any other Transaction Document shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The rights and remedies of the Collateral Agent
provided herein and in the other Transaction Documents are cumulative and are in addition to, and
not exclusive of, any rights or remedies provided by law. The rights of the Collateral Agent under
any Transaction Document against any party thereto are not conditional or contingent on any attempt
by the Collateral Agent to exercise any of its rights under any other Transaction Document against
such party or against any other Person.



               (c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.



               (d) This Agreement shall create a continuing security interest in and Lien on the Pledged
Collateral and shall (i) remain in full force and effect until the termination of this Agreement in
accordance with Section 13 (e) hereof and (ii) be binding on the Pledgors and their respective
successors and assigns and shall inure, together with all rights and remedies of the Collateral
Agent, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without
limiting the generality of clause (ii) of the immediately preceding sentence, the Collateral Agent
may assign or otherwise transfer its rights and obligations under this Agreement and any other
Transaction Document to any other Person pursuant to the terms of the Securities Purchase
Agreement, and such other Person shall thereupon become vested with all of the benefits in respect
thereof granted to the Collateral Agent herein or otherwise. Upon any such assignment or transfer,
all references in this Agreement to the Collateral Agent shall mean the assignee of the Collateral
Agent. None of the rights or obligations of any of the Pledgors hereunder may be assigned or
otherwise transferred without the prior written consent of the Collateral Agent, and any such
assignment or transfer shall be null and void.



               (e) Notwithstanding anything to the contrary in this Agreement, (i) this Agreement (along with
all powers of attorney granted hereunder) and the security interests and Lien created hereby shall
terminate and all rights to the Pledged Collateral shall revert to the Pledgors upon the repayment
in full and/or complete conversion to equity securities of the Company of all indebtedness
obligations owed by the Company to the Buyers under the Notes (including, without limitation, all
principal, interest and fees related to the Notes), and (ii) the Collateral Agent will, promptly,
upon each Pledgor’s request and at each such Pledgor’s expense, (A) return to such Pledgor such of
the Pledged Collateral (to the extent delivered to the Collateral Agent) as shall not have been
sold or otherwise disposed of or applied pursuant to the terms hereof, and (B) execute and deliver
to such Pledgor, without recourse, representation or warranty, such documents as such Pledgor shall
reasonably request to evidence such termination.



-13-









 





               (f) The internal laws, and not the laws of conflicts, of New York shall govern the
enforceability and validity of this agreement, the construction of its terms and the interpretation
of the rights and duties of the parties, except as required by mandatory provisions of law and
except to the extent that the validity and perfection or the perfection and the effect of
perfection or non-perfection of the security interest and Lien created hereby, or remedies
hereunder, in respect of any particular Pledged Collateral are governed by the law of a
jurisdiction other than the State of New York.



               (g) Each party to this agreement hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the united states district court for the
southern district of New York sitting in Manhattan or the commercial division, civil branch of the
supreme court of the State of Yew York sitting in New York county in connection with any suit,
action or proceeding directly or indirectly arising out of, under or in connection with the
transaction documents or the transactions contemplated thereby. No party to this agreement may
move to (i) transfer any such suit, action or proceeding brought in such New York court or federal
court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in such
New York court or federal court with a suit, action or proceeding in another jurisdiction or (iii)
dismiss any such suit, action or proceeding brought in such New York court or federal court for the
purpose of bringing the same in another jurisdiction. Each party to this agreement agrees that a
final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in
any other jurisdiction by suit on the judgment or in any other manner provided by law. Each party
to this agreement hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to the transaction documents,
the shares or the conversion shares in any New York court sitting in the county of New York or any
federal court sitting in the southern district of New York. Each party to this agreement hereby
consents to the service of process in any such suit, action or proceeding by notice in the manner
specified in Section 11.



               (h) Each Pledgor irrevocably consents to the service of process of any of the aforesaid courts
in any such action, suit or proceeding by the mailing of copies thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address
provided herein, such service to become effective when received or 10 days after such mailing,
whichever first occurs.



               (i) Nothing contained herein shall affect the right of the Collateral Agent to serve process
in any other manner permitted by law or commence legal proceedings or otherwise proceed against any
Pledgor or any property of any Pledgor in any other jurisdiction.



               (j) Each Pledgor irrevocably and unconditionally waives any right it may have to claim or
recover in any legal action, suit or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.



               (k) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING



-14-









 




DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR OTHER
TRANSACTION DOCUMENTS.




               (l) The headings herein are for convenience only, do not constitute a part of this Agreement
and shall not be deemed to limit or affect any of the provisions hereof. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.



               (m) This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.



               (n) All of the obligations of the Pledgors hereunder are joint and several. The Collateral
Agent may, in its sole and absolute discretion, enforce the provisions hereof against any of the
Pledgors and shall not be required to proceed against all Pledgors jointly or seek payment from the
Pledgors ratably. In addition, the Collateral Agent may, in its sole and absolute discretion,
select the Pledged Collateral of any one or more of the Pledgors for sale or application to the
Obligations, without regard to the ownership of such Pledged Collateral, and shall not be required
to make such selection ratably from the Pledged Collateral owned by all of the Pledgors. The
release or discharge of any Pledgor by the Collateral Agent shall not release or discharge any
other Pledgor from the obligations of such Person hereunder.



[Signature Page Follows]




-15-









 








     In Witness Whereof, each Pledgor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	 	GLOBAL EMPLOYMENT HOLDINGS, INC
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Chief Executive Officer and
President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	GLOBAL EMPLOYMENT SOLUTIONS, INC
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Chief Executive Officer and President
	 

	 	Address:
	 	9090 Ridgeline Boulevard, Suite 205
	 

	 	 	 	Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	EXCELL PERSONNEL SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	MAIN LINE PERSONAL SERVICE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129






 









 






	 	 	 	 	 
	 	 	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	SOUTHEASTERN STAFFING, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	BAY HR, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	SOUTHEASTERN GEORGIA HR, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129
	 
	 	 	 	 
	 	 	TEMPORARY PLACEMENT SERVICE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:	 	9090 Ridgeline Boulevard, Suite
205
Littleton, Colorado 80129






[Pledge Agreement]





 









 








ACCEPTED BY:




AMATIS LIMITED,


as Collateral Agent




	 	 	 
	By:
	 	/s/ KARL J. WACHTER
	 

	 	 
 
	 

	 	Name: 	 	Karl J. Wachter
	 

	 	Title:	 	 Authorized Signatory
	 	 	Address:  	 	One American Lane
	 	 	 

	 	Greenwich, CT 06831






[Pledge Agreement]




 









 








SCHEDULE I TO PLEDGE AGREEMENT




Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of	 	 	 	 	 	Certificate
	Pledgor	 	Name of Issuer	 	Shares	 	% of Shares	 	Class	 	No.(s)
	 
	 	 	 	 	 	 	 	 	 	 





 









 






ANNEX I




TO




PLEDGE AGREEMENT




PLEDGE AMENDMENT




     This Pledge Amendment, dated •, 20•, is delivered pursuant to Section 4 of the Pledge
Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be
attached to the Pledge Agreement, dated as of •, 2003, made by [Pledgor] and certain of its
affiliates in favor of Amatis Limited, as Collateral Agent for the Buyers, (the “Collateral Agent”)
as it may heretofore have been or hereafter may be amended or otherwise modified or supplemented
from time to time and that the promissory notes [and/or] shares or other equity interests listed on
this Pledge Amendment shall be hereby pledged and assigned to the Collateral Agent and become part
of the Pledged Collateral referred to in such Pledge Agreement and shall secure all of the
obligations referred to in such Pledge Agreement.



Pledged Shares




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of Shares or	 	 	 	 
	Pledgor	 	Name of Issuer	 	Other Equity Interests	 	Class	 	Certificate No(s)
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	[PLEDGOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: