exv10w1



 







Exhibit 10.1




SHARE PURCHASE AGREEMENT




AMONG




GLOBAL EMPLOYMENT SOLUTIONS, INC.




GLOBAL EMPLOYMENT HOLDINGS, INC.




AND




SHAREHOLDERS OF GLOBAL EMPLOYMENT SOLUTIONS, INC.









 









 











TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I	 	REPRESENTATIONS AND WARRANTIES OF HOLDINGS
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Organization
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.2	 	 	Capital
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.3	 	 	Subsidiaries
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.4	 	 	Financial Statements
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	1.5	 	 	Absence of Changes
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.6	 	 	Absence of Undisclosed Liabilities
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.7	 	 	Tax Returns
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.8	 	 	Proprietary Rights
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.9	 	 	Compliance with Laws
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.10	 	 	Litigation
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.11	 	 	Authority
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.12	 	 	Ability to Carry Out Obligations
	 	 	2	 
	 	 	 	 	 
	 	 	 	 
	 	1.13	 	 	Assets
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	1.14	 	 	Material Contracts
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II	 	REPRESENTATIONS AND WARRANTIES OF GLOBAL
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Organization
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	2.2	 	 	Capital
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	2.3	 	 	Subsidiaries
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	2.4	 	 	Financial Statements
	 	 	3	 
	 	 	 	 	 
	 	 	 	 
	 	2.5	 	 	Absence of Changes
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.6	 	 	Absence of Undisclosed Liabilities
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.7	 	 	Tax Returns
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.8	 	 	Proprietary Rights
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.9	 	 	Compliance with Laws
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.10	 	 	Litigation
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.11	 	 	Authority
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.12	 	 	Ability to Carry Out Obligations
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.13	 	 	Assets
	 	 	4	 
	 	 	 	 	 
	 	 	 	 
	 	2.14	 	 	Material Contracts
	 	 	5	 





-i-




 









 





TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE III	 	CONDITIONS PRECEDENT TO GLOBAL’S AND THE HOLDERS’ PERFORMANCE
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Conditions
	 	 	5	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV	 	CONDITIONS PRECEDENT TO HOLDINGS’ PERFORMANCE
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Conditions
	 	 	6	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V	 	CLOSING
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Closing
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI	 	COVENANTS SUBSEQUENT TO THE CLOSING DATE
	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Listing
	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	 	6.2	 	 	Registration of Shares
	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII	 	TERMINATION
	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Termination
	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	 	7.2	 	 	Effect of Termination
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII	 	MISCELLANEOUS
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.1	 	 	Captions and Headings
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.2	 	 	No Oral Change
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.3	 	 	Non-Waiver
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.4	 	 	Time of Essence
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.5	 	 	Entire Agreement
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.6	 	 	Choice of Law
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.7	 	 	Counterparts
	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	 	8.8	 	 	Notices
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	 	8.9	 	 	Binding Effect
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	 	8.10	 	 	Mutual Cooperation
	 	 	10	 
	 	 	 	 	 
	 	 	 	 
	 	8.11	 	 	Expenses
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	8.12	 	 	Finders
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	8.13	 	 	Announcements
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	8.14	 	 	No Survival of Representations and Warranties
	 	 	11	 





-ii-





 









 








SHARE PURCHASE AGREEMENT




     SHARE
PURCHASE AGREEMENT dated as of March 31, 2006 among GLOBAL EMPLOYMENT SOLUTIONS, INC.,
a Colorado corporation (“Global”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation
(“Holdings”), and the shareholders of Global signatory hereto (the “Holders”).



     WHEREAS, Holdings wishes to acquire the outstanding preferred stock of Global owned by the
Holders on the terms set forth herein; and



     WHEREAS, Global desires to assist Holdings in so acquiring all of the preferred stock of
Global owned by the Holders; and



     WHEREAS, the Holders agree to sell their shares on the terms set forth herein; and




     WHEREAS, the parties hereto intend that the transactions set forth herein be treated as an
exchange under §351 of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, in consideration of the mutual promises, covenants and representations
contained herein, the parties hereto agree as follows:



ARTICLE I




REPRESENTATIONS AND WARRANTIES OF HOLDINGS




     Holdings hereby represents and warrants to Global and the Holders that:



     1.1 Organization. Holdings is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all necessary corporate powers to own its
properties and to carry on its business as now owned and operated by it.



     1.2 Capital. The authorized capital stock of Holdings consists of (i) 75,000,000 authorized
shares of $0.0001 par value common stock (“Holdings Common Stock”), of which 180,927.835 shares are
issued and outstanding, (ii) 1,000,000 shares of Class A Common Stock, none of which are issued and
outstanding, (iii) 2,300,000 shares of Class B Common Stock, none of which are issued and
outstanding, and (iv) 10,000,000 shares of preferred stock, none of which are issued and
outstanding. All of the outstanding securities of Holdings have been duly and validly issued, and
are fully paid and nonassessable. There are no outstanding subscriptions, options, rights,
warrants, debentures, instruments, convertible securities or other agreements or commitments
obligating Holdings to issue or to transfer from treasury any additional shares of its capital
stock of any class.



     1.3 Subsidiaries. Holdings does not own any interest in any other enterprise.



     1.4 Financial Statements. The financial statements contained in Holdings’ Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 (the “Holdings Financial



 









 




Statements”) have been prepared in accordance with generally accepted accounting principles
and practices in the United States consistently followed by Holdings throughout the periods
indicated, and fairly present the financial position of Holdings as of the dates of the balance
sheets included in the Holdings Financial Statements and the results of operations for the periods
indicated.




     1.5 Absence of Changes. Since December 31, 2005 there has not been any change in the
financial condition or operations of Holdings, other than changes in the ordinary course of
business, which changes have not in the aggregate been materially adverse.



     1.6 Absence of Undisclosed Liabilities. As of the date hereof, Holdings does not have any
material debt, liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in the Holdings Financial
Statements.



     1.7 Tax Returns. Holdings has filed all federal, state and local tax returns required by law
and has paid all taxes, assessments and penalties due and payable. There are no present disputes as
to taxes of any nature payable by Holdings.



     1.8 Proprietary Rights. Holdings does not have any patents, trademarks, service marks, trade
names or copyrights.



     1.9 Compliance with Laws. Holdings has complied in all material respects with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations, including federal
and state securities laws. Holdings has filed on a timely basis all filings that would be required
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder, if Holdings had been required to make such filings under the Exchange Act.



     1.10 Litigation. Holdings is not a defendant in any suit, action, arbitration or legal,
administrative or other proceeding, or governmental investigation which is pending or, to the best
knowledge of Holdings, threatened against or affecting Holdings or its business, assets or
financial condition. Holdings is not in default with respect to any order, writ, injunction or
decree of any federal, state, local or foreign court, department, agency or instrumentality
applicable to it. Holdings is not engaged in any material litigation to recover monies due to it.



     1.11 Authority. The board of directors of Holdings has authorized the execution of this
Agreement and the consummation of the transactions contemplated herein, and Holdings has full power
and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid
and binding obligation of Holdings and is enforceable in accordance with its terms and conditions.
No action by Holdings shareholders is necessary to authorize this Agreement or the transactions
contemplated herein.



     1.12 Ability to Carry Out Obligations. The execution and delivery of this Agreement by
Holdings and the performance by Holdings of its obligations hereunder in the time and manner
contemplated will not cause, constitute or conflict with or result in (i) any breach or



2









 




violation of any of the provisions of or constitute a default under any license, indenture,
mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument to which
Holdings is a party, or by which it may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (ii) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other
obligation of Holdings, or (iii) an event that would result in the creation or imposition of any
lien, charge or encumbrance on any asset of Holdings.




     1.13 Assets. Holdings has no material assets.



     1.14 Material Contracts. Holdings has no material contracts, as defined in Item 601 of
Regulation S-B under the Exchange Act (“Material Contracts”).



ARTICLE II




REPRESENTATIONS AND WARRANTIES OF GLOBAL




     Global represents and warrants to Holdings that:



     2.1 Organization. Global is a corporation duly organized, validly existing and in good
standing under the laws of Colorado, has all necessary corporate powers to carry on its business as
now owned and operated by it, and is duly qualified to do business and is in good standing in each
of the states where its business requires qualification.



     2.2 Capital. The authorized capital stock of Global consists of (i) 10,000,000 shares of
common stock, $.01 par value (“Common Stock”), 2,693,370 of which are issued and outstanding, (ii)
50,000,000 shares of preferred stock, $.01 par value, of which (a) 7,000,000 have been designated
as Series C Preferred Stock, 6,825,780 of which are outstanding, and (b) 30,000,000 of which have
been designated as Series D Preferred Stock, 21,841,930.34 of which are outstanding. The
outstanding Common Stock, Series C Preferred Stock and Series D Preferred Stock are referred to
collectively as the “Global Shares.” All of the outstanding Global Shares have been duly and
validly issued, and are fully paid and nonassessable. Except as set forth on Schedule 2.2,
there are no other outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities or other agreements or commitments obligating Global to issue or to transfer
from treasury any additional shares of its capital stock of any class.



     2.3 Subsidiaries. All of Global’s subsidiaries are set forth on Schedule 2.3.



     2.4 Financial Statements. Schedule 2.4 hereto consists of the audited financial
statements of Global for the year ended January 1, 2006 (the “Global Financial Statements”). The
Global Financial Statements have been prepared in accordance with generally accepted accounting
principles and practices consistently followed by Global throughout the period indicated, and
fairly present the financial position of Global as of January 1, 2006 and the results of operations
for the year ended January 1, 2006.



3









 





     2.5 Absence of Changes. Except as contemplated by this Agreement, since January 1, 2006,
there has not been any material change in the financial condition or operations of Global, except
for changes in the ordinary course of business.



     2.6 Absence of Undisclosed Liabilities. As of January 1, 2006, Global did not have any
material debt, liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in the Global Financial
Statements.



     2.7 Tax Returns. Within the times and in the manner prescribed by law, Global has filed all
federal, state and local tax returns required by law and has paid all taxes, assessments, and
penalties due and payable.



     2.8 Proprietary Rights. Global owns and holds all necessary trademarks, service marks, trade
names, copyrights, patents and proprietary information and other rights necessary or material to
its business as now conducted or proposed to be conducted.



     2.9 Compliance with Laws. Global has complied in all material respects with, and is not in
violation of, applicable federal, state or local statutes, laws or regulations including federal
and state securities laws.



     2.10 Litigation. Global is not a defendant in any material suit, action, arbitration, or
legal, administrative or other proceeding, or governmental investigation which is pending or, to
the best knowledge of Global, threatened against or affecting Global or its business, assets or
financial condition. Global is not in default with respect to any order, writ, injunction or
decree of any federal, state, local or foreign court, department, agency or instrumentality
applicable to it. Global is not engaged in any material litigation to recover monies due to it.



     2.11 Authority. The board of directors of Global has authorized the execution of this
Agreement and the transactions contemplated herein, and Global has full power and authority to
execute, deliver and perform this Agreement, and this Agreement is the legal, valid and binding
obligation of Global, and is enforceable in accordance with its terms and conditions.



     2.12 Ability to Carry Out Obligations. The execution and delivery of this Agreement by Global
and the performance by Global of its obligations hereunder will not cause, constitute or conflict
with or result in (i) any breach or violation of any of the provisions of or constitute a default
under any license, indenture, mortgage, instrument, article of incorporation, bylaw or other
agreement or instrument to which Global is a party, or by which it may be bound, nor will any
consents or authorization of any party other than those hereto be required, (ii) an event that
would permit any party to any agreement or instrument to terminate it or to accelerate the maturity
of any indebtedness or other obligation of Global, or (iii) an event that would result in the
creation or imposition of any lien, charge or encumbrance on any asset of Global.



     2.13 Assets. Except as set forth on Schedule 2.13, Global has good and marketable
title to all of its property, free and clear of all liens, claims and encumbrances.



4









 





     2.14 Material Contracts. Schedule 2.14 sets forth all of Global’s Material Contracts.



ARTICLE III




CONDITIONS PRECEDENT TO GLOBAL’S AND THE HOLDERS’ PERFORMANCE




     3.1 Conditions. Global’s and the Holders’ obligations hereunder shall be subject to the
satisfaction at or before the closing of the transaction contemplated hereby (the “Closing”) of all
the conditions set forth in this Article III. Global may waive (for itself and on behalf of the
Holders) any or all of these conditions in whole or in part without prior notice; provided,
however, that no such waiver of a condition shall constitute a waiver by Global or the Holders of
any other condition or any of Global’s and the Holders’ other rights or remedies, at law or in
equity, if Holdings shall be in default of any of its representations, warranties or covenants
under this Agreement.




	 	(a)	 	Accuracy of Representations. Except as otherwise permitted by this Agreement,
all representations and warranties by Holdings in this Agreement or in any written
statement that shall be delivered to Global by Holdings under this Agreement shall be
true and accurate on and as of the Closing Date as though made at that time.
	 
	 	(b)	 	Performance. Holdings shall have performed, satisfied and complied with all
covenants, agreements and conditions required by this Agreement to be performed or
complied with by it on or before the Closing Date.
	 
	 	(c)	 	Absence of Litigation. No action, suit, or proceeding before any court or any
governmental body or authority, pertaining to the transaction contemplated by this
Agreement or to its consummation, shall have been instituted or threatened against
Global or Holdings on or before the Closing Date.
	 
	 	(d)	 	Officer’s Certificate. Holdings shall have delivered to Global a certificate
signed by the President of Holdings certifying that each of the conditions specified in
this Article has been fulfilled and that all of the representations set forth in
Article I are true and correct as of the Closing Date.





ARTICLE IV




CONDITIONS PRECEDENT TO HOLDINGS’ PERFORMANCE




     4.1 Conditions. Holdings’ obligations hereunder shall be subject to the satisfaction at or
before the Closing of all the conditions set forth in this Article IV. Holdings may waive any or
all of these conditions in whole or in part without prior notice; provided, however, that no such
waiver of a condition shall constitute a waiver by Holdings of any other condition or any of
Holdings’ other rights or remedies, at law or in equity, if Global or the Holders shall be in
default of any of its representations, warranties or covenants under this Agreement.



5









 






	 	(a)	 	Accuracy of Representations. Except as otherwise permitted by this Agreement,
all representations and warranties by Global in this Agreement or in any written
statement that shall be delivered to Holdings by Global under this Agreement shall be
true and accurate on and as of the Closing Date as though made at that time.
	 
	 	(b)	 	Performance. Global shall have performed, satisfied and complied with all
covenants, agreements and conditions required by this Agreement to be performed or
complied with by it on or before the Closing Date.
	 
	 	(c)	 	Absence of Litigation. No action, suit or proceeding before any court or any
governmental body or authority, pertaining to the transaction contemplated by this
Agreement or to its consummation, shall have been instituted or threatened against
Global or Holdings on or before the Closing Date.
	 
	 	(d)	 	Officer’s Certificate. Global shall have delivered to Holdings a certificate
dated the Closing Date and signed by the Chief Executive Officer of Global certifying
that each of the conditions specified in this Article has been fulfilled and that all
of the representations set forth in Article II are true and correct as of the Closing
Date.
	 
	 	(e)	 	Holders holding at least 90% of the Global Shares shall have entered into this
Agreement.
	 
	 	(f)	 	Board of Directors. The board of directors of Holdings shall consist solely of
Howard Brill, Charles Gwirtsman, Luci Staller Altman, Steven List and Jay Wells, and
all members of Holdings’ board directors prior to the Closing shall have resigned as
directors.
	 
	 	(g)	 	Declaration of Special Dividend. Holdings board of directors shall have
declared a dividend of $25.58528 per share of Class A Common Stock and $3.21374 per
share of Class B Common Stock, payable to each of the Holders immediately following the
Closing (the “Special Dividend”).
	 
	 	(h)	 	Private Placements. On the Closing Date, Holdings shall have completed a
private placement of (i) its preferred shares raising gross proceeds of at least
$12,750,000 and on terms acceptable to Global, (ii) its common shares raising gross
proceeds of at least $4,250,000 and (ii) its convertible notes raising gross proceeds
of $30,000,000 and on terms acceptable to Global (together, the “Private Placements”).
	 
	 	(i)	 	Wells Fargo Agent. On the Closing Date, Global’s senior credit facility with
Wells Fargo Business Credit shall have been amended to permit borrowings of up to
$20,000,000.




6









 











ARTICLE V




CLOSING




     5.1 Closing. The Closing shall be held at the offices of Brownstein Hyatt & Farber, P.C., as
soon as practicable following satisfaction or waiver of all the conditions set forth in Articles IV
and V, unless extended by agreement of Holdings and Global. At the Closing:




	 	(a)	 	Exchange of Global Shares for Holdings Shares. Holdings shall exchange
0.12737 shares of its Class A Common Stock for each share of Global Series C
Preferred Stock and 0.09479 shares of its Class B Common Stock for each share of Global
Series D Preferred Stock held by each Holder.
	 
	 	(b)	 	Global Dividend. The Special Dividend shall be paid to the Holders.
	 
	 	(c)	 	Restricted Stock Plan Participants. Each Holder that is a participant in
Global’s Restricted Stock Plan shall exchange his or her shares of Common Stock for the
amount of cash and Holdings Common Stock set forth opposite his or her name on
Schedule A hereto. Each such Holder acknowledges that the receipt of such cash
and Holdings Common Stock will satisfy all of Global’s obligations to such Holder under
Global’s Certificate of Incorporation, Global’s Series C Preferred Stock, Global’s
Series D Preferred Stock, the Restricted Stock Plan and the Master Investment Agreement
dated as of November 15, 2001, by and among Global, Global Investment I, LLC and the
other parties identified therein.
	 
	 	(d)	 	Retirement of Subordinated Debt. Holdings shall retire all of Global’s
subordinated debt listed on Schedule 5.1 by issuing the number of shares of
Holdings Common Stock and paying the dollar amount set forth opposite each item of
subordinated debt, and each holder of subordinated debt shall acknowledge in writing
that such item of subordinated debt is completely retired and satisfied in full.
	 
	 	(e)	 	Cancellation of Warrants and Options. Each Holder who holds warrants or
options to acquire Global Shares hereby acknowledges that in consideration of the
Holdings Common Stock and the Special Dividend received by such Holder, such warrants
or options are hereby forfeited to Global and cancelled, without any further action
required.





ARTICLE VI




COVENANTS SUBSEQUENT TO THE CLOSING DATE




     6.1 Listing. As soon as practicable following the Closing Date, Holdings shall use reasonable
commercial efforts to list the Holdings Common Stock on the National Association of Securities
Dealers, Inc.’s OTC Bulletin Board.



7









 





     6.2 Registration of Shares. Holdings shall file a registration statement with the Securities
and Exchange Commission on Form S-1 or other appropriate form to register the resale of the
Holdings Common Stock issued to the holders at the Closing, provided that Holdings shall not permit
such registration statement to become effective sooner than two years from the Closing Date.



ARTICLE VII




TERMINATION




     7.1 Termination. This Agreement may be terminated, and the transactions contemplated hereby
may be abandoned, at any time prior to the Closing, whether before or after approval by the
stockholders of Holdings:



     (a) by mutual written consent of Holdings and Global;


     (b) 
by either Holdings or Global, if the Closing shall not have been consummated on or before
April 30, 2006 (unless, in the case of any such termination pursuant to this Section 7.1(b), the
failure of such event to occur shall have been caused by the action or failure to act of the party
seeking to terminate this Agreement, which action or failure to act constitutes a breach of such
party’s obligations under this Agreement);


     (c) 
by either Holdings or Global, if any permanent injunction, order, decree or ruling by any
governmental entity of competent jurisdiction preventing the consummation of the Closing shall have
become final and nonappealable; provided, however, that the party seeking to terminate this
Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to remove
such injunction or overturn such action;


     (d) 
by Holdings, if there has been a material breach by Global of any of its representation or
warranties, or covenants or agreements set forth in this Agreement, which breach is not curable or,
if curable, is not cured within 45 days after written notice of such breach is given by Holdings to
Global;


     (e) 
by Global, if there has been a material breach by Holdings of any of its representations
or warranties, covenants or agreements set forth in this Agreement, which breach is not curable or,
if curable, is not cured within 45 days after written notice of such breach is given by the Company
to Parent; and


     (f) 
by Global or Holdings, if its respective board of directors shall determine, in good faith
and after consultation with outside counsel, that failure to terminate this Agreement may be
inconsistent such board’s fiduciary duties.



     7.2 
Effect of Termination. In the event of termination of this Agreement pursuant to this
Article VII, the transactions contemplated hereby shall be deemed abandoned and this Agreement
shall forthwith become void, except that the provisions of Section 8.11 shall survive


8









 










any termination of this Agreement; provided, however, that nothing in this Agreement shall
relieve any party from liability for any material breach of this Agreement.




ARTICLE VIII




MISCELLANEOUS




     8.1 Captions and Headings. The Article and Section headings throughout this Agreement are for
convenience and reference only and shall not define, limit or add to the meaning of any provision
of this Agreement.



     8.2 No Oral Change. This Agreement and any provision hereof may not be waived, changed,
modified or discharged orally, but only by an agreement in writing signed by the party against whom
enforcement of any such waiver, change, modification or discharge is sought.



     8.3 Non-Waiver. The failure of any party to insist in any one or more cases upon the
performance of any of the provisions, covenants or conditions of this Agreement or to exercise any
option herein contained shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants or conditions. No waiver by any party of one breach by another party
shall be construed as a waiver with respect to any other subsequent breach.



     8.4 Time of Essence. Time is of the essence of this Agreement and of each and every provision
hereof.



     8.5 Entire Agreement. This Agreement contains the entire Agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings.



     8.6 Choice of Law. This Agreement and its application shall be governed by the laws of the
state of Colorado.



     8.7 Counterparts. This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.



     8.8 Notices. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given, or on the next business day when delivered
to a recognized overnight courier service:



To Global or the Holders:



Global Employment Solutions, Inc.

9090 Ridgeline Boulevard, Suite 205

Littleton, Colorado 80129

Attn: Howard Brill, Chief Executive Officer




9









 







Fax: (303) 216-9594



With copies to:



KRG Capital Partners, LLC

The Park Central Building

1515 Arapahoe Street

Tower One, Suite 1500

Denver, CO 80202

Attn: Charles Gwirtsman

Fax: (303) 390-5015



Brownstein Hyatt & Farber, P.C.

410 17th Street, 22nd Floor

Denver, CO 80202

Attn: Jeff Knetsch

Fax: (303) 224-0960




To Holdings:



With a copy to:



Morse Zelnick Rose & Lander, LLP

405 Park Avenue

New York, NY 10022

Attn: Kenneth Rose

Fax: (212) 838-9190




     8.9 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors,
personal representatives, successors and assigns of each of the parties to this Agreement.



     8.10 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement and shall execute such other and further documents and take such other
and further actions as may be necessary or convenient to effect the transaction described herein.



     8.11 Expenses. Each party shall bear its own costs and expenses in connection with this
Agreement and the transactions contemplated hereby.



     8.12 Finders. The parties hereto represent that no finder has brought about this Agreement,
and no finder’s fee has been paid or is payable by either party except for payments to be paid by
Global to Ewing Bemiss & Co. and Rodman & Renshaw, LLC.



     8.13 Announcements. The parties will consult and cooperate with each other as to the timing
and content of any public announcements regarding this Agreement.



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     8.14 No Survival of Representations and Warranties. The representations and warranties of the
parties set forth in this Agreement shall not survive the Closing.



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          In witness whereof, the parties have executed this Agreement on the date indicated above.



	 	 	 	 	 	 	 
	 	 	GLOBAL EMPLOYMENT SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Howard Brill

Chief Executive Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	GLOBAL EMPLOYMENT HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Arnold Kling	 	 
	 

	 	 	 	President	 	 






 









 





	 	 	 	 	 	 	 
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	 	 	Second Signature if held jointly: