exv10w5



 







Exhibit 10.5




GUARANTY




     GUARANTY, dated as of March 31, 2006 made by each of the undersigned (each a “Guarantor”, and
collectively, the “Guarantors ”), in favor of Amatis Limited, a company organized under the laws
of the Cayman Islands 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”).



WITNESSETH:




     WHEREAS, Global Employment Solutions, Inc., a Colorado corporation (“GES”) and each party
listed as a “Buyer” on the Schedule of Buyers attached thereto are parties to the Securities
Purchase Agreement;



     WHEREAS, pursuant to the terms of the Securities Purchase Agreement, GES is required to cause
Global Employment Holdings, Inc. a Delaware corporation (the “Company”), to sell to the Buyers the
“Notes” (as defined below);



     WHEREAS, it is a condition precedent to the Buyers entering into the Securities Purchase
Agreement that the Guarantors execute and deliver to the Collateral Agent a guaranty guaranteeing
all of the obligations of the Company under the Securities Purchase Agreement, the Notes and the
Transaction Documents(as defined in the Securities Purchase Agreement, the “Transaction
Documents”);



     WHEREAS, Global Employment Solutions, Inc. and certain affiliates have obtained senior
financing as described in the Notes (as defined below) (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 Guaranteed Obligations (as defined below) 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 March
31, 2006, by and among the Collateral Agent, the Buyers, and the Senior Lender (the “Subordination
Agreement”); and



     WHEREAS, the Guarantors have determined that their execution, delivery and performance of this
Guaranty directly benefit, and are within the corporate purposes and in the best interests of, each
Guarantor;



     NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Buyers to perform under the Securities Purchase Agreement, each Guarantor hereby agrees
with each Buyer as follows:



     SECTION 1. Definitions. Reference is hereby made to the Securities Purchase Agreement
and 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”) for a statement of the terms thereof. All terms used in



 









 




this Guaranty, which are defined in the Securities Purchase Agreement or the Notes and not
otherwise defined herein, shall have the same meanings herein as set forth therein.




     SECTION 2. Guaranty. The Guarantors, jointly and severally, hereby unconditionally
and irrevocably, guaranty the punctual payment, as and when due and payable, by stated maturity or
otherwise, of all Obligations of GES and the Company from time to time owing by it in respect of
the Securities Purchase Agreement, the Notes and the other Transaction Documents, including,
without limitation, all interest that accrues after the commencement of any Insolvency Proceeding
of GES, the Company or any Guarantor, whether or not the payment of such interest is unenforceable
or is not allowable due to the existence of such Insolvency Proceeding), and all fees, commissions,
expense reimbursements, indemnifications and all other amounts due or to become due under any of
the Transaction Documents (such obligations, to the extent not paid by the Company, being the
“Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel
fees and expenses) reasonably incurred by the Collateral Agent in enforcing any rights under this
Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder
shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by
the Company or GES to the Collateral Agent under the Securities Purchase Agreement and the Notes
but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Guarantor, GES or the Company (each, a “Transaction Party”).



     SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments.



     (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be
paid strictly in accordance with the terms of the Transaction Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Collateral Agent with respect thereto. The obligations of each Guarantor under
this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may
be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of
whether any action is brought against any Transaction Party or whether any Transaction Party is
joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably
waives, to the extent permitted by law, any defenses it may now or hereafter have in any way
relating to, any or all of the following:



          (i) any lack of validity or enforceability of any Transaction Document or any agreement or
instrument relating thereto;




          (ii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure
from any Transaction Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Transaction Party or
otherwise;




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          (iii) any taking, exchange, release or non-perfection of any Collateral, or any taking,
release or amendment or waiver of or consent to departure from any other guaranty, for all or any
of the Guaranteed Obligations;




          (iv) any change, restructuring or termination of the corporate, limited liability company or
partnership structure or existence of any Transaction Party; or




          (v) any other circumstance (including any statute of limitations) or any existence of or
reliance on any representation by the Collateral Agent that might otherwise constitute a defense
available to, or a discharge of, any Transaction Party or any other guarantor or surety.



This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the
Collateral Agent or any other Person upon the insolvency, bankruptcy or reorganization of any
Transaction Party or otherwise, all as though such payment had not been made.




     (b) This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until
the indefeasible cash payment in full of the Guaranteed Obligations (other than inchoate indemnity
obligations) and all other amounts payable under this Guaranty and shall not terminate for any
reason prior to the respective date of Maturity of each Security (other than payment in full of the
Securities) and (ii) be binding upon the Guarantor and its respective successors and assigns. This
Guaranty shall inure to the benefit of and be enforceable by the Collateral Agent and their
successors, and permitted pledgees, transferees and assigns. Without limiting the generality of
the foregoing sentence, any Buyer may pledge, assign or otherwise transfer all or any portion of
its rights and obligations under and subject to the terms of any Transaction Document to any other
Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Buyer herein or otherwise, in each case as provided in the Securities
Purchase Agreement.



     SECTION 4. Waivers. To the extent permitted by applicable law, each Guarantor hereby
waives promptness, diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that the Collateral Agent exhaust any
right or take any action against any Transaction Party or any other Person or any Collateral. Each
Guarantor acknowledge that it will receive direct and indirect benefits from the financing
arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made
in contemplation of such benefits. The Guarantors hereby waive any right to revoke this Guaranty,
and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.



     SECTION 5. Subrogation. No Guarantor may exercise any rights that it may now or
hereafter acquire against any Transaction Party or any other guarantor that arise from the
existence, payment, performance or enforcement of any Guarantor’s obligations under this Guaranty,
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the Collateral Agent
against any Transaction Party or any other guarantor or any Collateral, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law,



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including, without limitation, the right to take or receive from any Transaction Party or any
other guarantor, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security solely on account of such claim, remedy or right, unless and until all
of the Guaranteed Obligations (other than inchoate indemnity obligations) and all other amounts
payable under this Guaranty shall have indefeasibly been paid in full in cash. If any amount shall
be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to
the later of the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, such amount shall be held in trust for the benefit of the Collateral
Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of the Transaction Documents, or to be held as Collateral
for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If
(a) any Guarantor shall make payment to the Collateral Agent of all or any part of the Guaranteed
Obligations, and (b) all of the Guaranteed Obligations (other than inchoate indemnity obligations)
and all other amounts payable under this Guaranty shall indefeasibly be paid in full in cash, the
Collateral Agent will, at such Guarantor’s request and expense, execute and deliver to such
Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment by such Guarantor.




     SECTION 6. Representations, Warranties and Covenants. Each Guarantor hereby
represents and warrants as follows:



     (a) The Guarantor (i) is a corporation, limited liability company or limited partnership duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization as set forth on the signature pages hereof, (ii) has all requisite power and authority
to conduct its business as now conducted and as presently contemplated and to execute and deliver
this Guaranty and each other Transaction Document to which the Guarantor is a party, and to
consummate the transactions contemplated hereby and thereby and (iii) is duly qualified to do
business and is in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification
necessary except where the failure to be so qualified would not result in a Material Adverse
Effect.



     (b) The execution, delivery and performance by the Guarantor of this Guaranty and each other
Transaction Document to which the Guarantor is a party (i) have been duly authorized by all
necessary action, (ii) do not and will not contravene its charter or by-laws, 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 the Guarantor or its
properties, (iii) do not and will not result in or require the creation of any lien (other than
pursuant to any Transaction Document) upon or with respect to any of its properties, and (iv) do
not and will not result in any default, noncompliance, suspension, revocation, impairment,
forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to
it or its operations or any of its properties.



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     (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority is required in connection with the due execution, delivery and performance
by the Guarantor of this Guaranty or any of the other Transaction Documents to which the Guarantor
is a party.



     (d) Each of this Guaranty and the other Transaction Documents to which the Guarantor is or
will be a party, when delivered, will be, a legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or
other similar laws and equitable principles (regardless of whether enforcement is sought in equity
or at law).



     (e) There is no pending or, to the best knowledge of the Guarantor, threatened action, suit or
proceeding against the Guarantor or to which any of the properties of the Guarantor is subject,
before any court or other governmental authority or any arbitrator that (i) if adversely
determined, could reasonably be expected to have a Material Adverse Effect or (ii) relates to this
Guaranty or any of the other Transaction Documents to which the Guarantor is a party or any
transaction contemplated hereby or thereby.



     (f) The Guarantor (i) has read and understands the terms and conditions of the Securities
Purchase Agreement and the other Transaction Documents, and (ii) now has and will continue to have
independent means of obtaining information concerning the affairs, financial condition and business
of the Transaction Parties, and has no need of, or right to obtain from any Buyer, any credit or
other information concerning the affairs, financial condition or business of the Transaction
Parties that may come under the control of any Buyer.



     (g) The Guarantor covenants and agrees that until indefeasible full and final payment of the
Guaranteed Obligations, it will comply with each of the covenants (except to the extent applicable
only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as
if the Guarantor were a party thereto.



     SECTION 7. Right of Set-off. Subject to the rights of the Senior Lender pursuant to
the Subordination Agreement, upon the occurrence and during the continuance of any Event of
Default, any Buyer may, and is hereby authorized to, at any time and from time to time, without
notice to the Guarantors (any such notice being expressly waived by each Guarantor) and to the
fullest extent permitted by law, set-off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other indebtedness at any time owing by any
Buyer to or for the credit or the account of any Guarantor against any and all obligations of the
Guarantors now or hereafter existing under this Guaranty or any other Transaction Document,
irrespective of whether or not any Buyer shall have made any demand under this Guaranty or any
other Transaction Document and although such obligations may be contingent or unmatured. Each
Buyer agrees to notify the relevant Guarantor promptly after any such set-off and application made
by such Buyer, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Collateral Agent under this Section 7 are in addition
to other rights and remedies (including, without limitation, other rights of set-off) which the
Collateral Agent may have under this Guaranty or any other Transaction Document in law or
otherwise.



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     SECTION 8. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing and shall be mailed, telecopied or delivered, if to any Guarantor, to it at its
address set forth on the signature page hereto, or if to any Buyer, to it at its address set forth
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 8. All such notices and other communications shall be effective (i) if
mailed (by certified mail, postage prepaid and return receipt requested), when received or three
Business Days after deposited in the mails, whichever occurs first; (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 by hand, upon delivery, provided same is on a Business Day
and, if not, on the next Business Day.



     SECTION 9. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS THE SECRETARY OF
STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES AS SET FORTH ON THE
SIGNATURE PAGE HERETO AND TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO
BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
COLLATERAL AGENT TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER JURISDICTION. EACH GUARANTOR
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.



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     SECTION 10. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY
OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT
OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR
THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH GUARANTOR CERTIFIES THAT NO OFFICER,
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY
BUYER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. EACH GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE COLLATERAL AGENT ENTERING INTO THIS AGREEMENT.



     SECTION 11. Taxes.



     (a) All payments made by any Guarantor hereunder or under any other Transaction Document shall
be made in accordance with the terms of the Securities Purchase Agreement and shall be made without
set-off, counterclaim, deduction or other defense. All such payments shall be made free and clear
of and without deduction for any present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding franchise taxes and
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, imposed on the net income of a Buyer by the jurisdiction in which such Buyer is organized
or where it has its principal lending office (all such nonexcluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities, collectively or
individually, “Taxes”). If any
Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount
payable hereunder or under any other Transaction Document;




          (i) the amount so payable shall be increased to the extent necessary so that after
making all required deductions and withholdings (including Taxes on amounts payable to the
Collateral Agent pursuant to this sentence) the Collateral Agent receive an amount equal to
the sum they would have received had no such deduction or withholding been made,




          (ii) such Guarantor shall make such deduction or withholding,




          (iii) such Guarantor shall pay the full amount deducted or withheld to the relevant
taxation authority in accordance with applicable law, and




          (iv) as promptly as possible thereafter, such Guarantor shall send the Collateral Agent
an official receipt (or, if an official receipt is not available, such other documentation
as shall be satisfactory to the Collateral Agent, as the case may be) showing payment. In
addition, but excluding taxes, charges, levies imposts, deductions and withholdings excluded
from the definition of Taxes, such Guarantor agrees to pay



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any present or future taxes, charges or similar levies which arise from any payment
made hereunder or from the execution, delivery, performance, recordation or filing of, or
otherwise with respect to, this Agreement or any other Transaction Document other than any
present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or from the execution, delivery
or registration of, or otherwise with respect to, this Agreement or any other Transaction
Document (collectively, “Other Taxes”).



     (b) Each Guarantor hereby, jointly and severally, indemnifies and agrees to hold the
Collateral Agent and each Buyer harmless from and against Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 11) paid by the Collateral Agent or any Buyer and any liability (including penalties,
interest and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be paid within 30 days from the date on which the Collateral Agent or such
Buyer makes written demand therefor, which demand shall identify the nature and amount of Taxes or
Other Taxes.



     (c) If any Guarantor fails to perform any of its obligations under this Section 11, such
Guarantor shall, jointly and severally, indemnify the Collateral Agent and each Buyer for any
taxes, interest or penalties that may become payable as a result of any such failure. The
obligations of each Guarantor under this Section 11 shall survive the termination of this Guaranty
and the payment of the Obligations and all other amounts payable hereunder.



     SECTION 12. Miscellaneous.



     (a) Each Guarantor will make each payment hereunder in lawful money of the United States of
America and in immediately available funds to the Collateral Agent, at such address specified by
such Buyer from time to time by notice to the Guarantor.



     (b) No amendment or waiver of any provision of this Guaranty and no consent to any departure
by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and
signed by each Guarantor and each Buyer, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.



     (c) No failure on the part of any Buyer 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 right hereunder or under any Transaction Document 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 their rights under any other
Transaction Document against such party or against any other Person.



 - 8 -









 





     (d) Any provision of this Guaranty that 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 thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.



     (e) This Guaranty shall (i) be binding on each Guarantor and its respective successors and
assigns, and (ii) inure, together with all rights and remedies of the Collateral Agent hereunder,
to the benefit of the Collateral Agent and their respective successors, transferees and assigns.
Without limiting the generality of clause (ii) of the immediately preceding sentence, any Buyer may
assign or otherwise transfer its rights and obligations under the Securities Purchase Agreement or
any other Transaction Document to any other Person, and such other Person shall thereupon become
vested with all of the benefits in respect thereof granted to the Collateral Agent herein or
otherwise. Each Guarantor agrees that each participant shall be entitled to the benefits of
Section 11 with respect to its participation in any portion of the Notes as if it was a Buyer.
None of the rights or obligations of any Guarantor hereunder may be assigned or otherwise
transferred without the prior written consent of each Buyer.



     (f) This Guaranty reflects the entire understanding of the transaction contemplated hereby and
shall not be contradicted or qualified by any other agreement, oral or written, entered into before
the date hereof.



     (g) Section headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.



     (H) THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER TRANSACTION DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by an 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
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 

	 	Telecopy:
	 	 (303) 216-9533
	 
	 	 	 	 
	 	 	GLOBAL EMPLOYMENT SOLUTIONS, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	Chief Executive Officer
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 

	 	 	 	Telecopy: (303) 216-9533
	 

	 	 	 	Jurisdiction of Formation: Colorado
	 
	 	 	 	 
	 	 	EXCELL PERSONNEL SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129






 









 






	 	 	 	 	 
	 	 	FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 
	 	 	 	 
	 	 	MAIN LINE PERSONAL SERVICE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 
	 	 	 	 
	 	 	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 
	 	 	 	 
	 	 	SOUTHEASTERN STAFFING, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	Name:	 	Howard Brill
	 

	 	Title:	 	Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129






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	 	 	BAY HR, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	 	 	Name: Howard Brill
	 

	 	 	 	Title: Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 
	 	 	SOUTHEASTERN GEORGIA HR, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	 	 	Name: Howard Brill
	 

	 	 	 	Title: Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129
	 
	 	 	 	 
	 	 	TEMPORARY PLACEMENT SERVICE, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ HOWARD BRILL
	 

	 	 	 	 
	 

	 	 	 	Name: Howard Brill
	 

	 	 	 	Title: Executive Vice President
	 

	 	Address:
	 	9090 Ridgeline Blvd.,
	 

	 	 	 	Suite 205
	 

	 	 	 	Littleton, CO 80129







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