exv10w21



 





Exhibit 10.21




TERM NOTE




			
	$5,000,000
	 	March 31, 2006






     For value received, each of the undersigned, GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado
corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”),
FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY
PLACEMENT SERVICE, INC., f/k/a Michael & Associates, Inc. and successor by merger to Temporary
Placement Service, Inc., a Georgia corporation (“TPS”), SOUTHEASTERN STAFFING, INC., a Florida
corporation (“Southeastern”), SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation
(“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR,
INC., a Florida corporation (“BHR”) and SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation
(“SGHR”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR and SGHR, each a
“Borrower” and collectively, the “Borrowers”), hereby jointly and severally promises to pay on the
Termination Date under the Credit Agreement (defined below), to the order of WELLS FARGO BANK, N.A.
(the “Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division, at its office in
Denver, Colorado, or at any other place designated at any time by the holder hereof, in lawful
money of the United States of America and in immediately available funds, the principal sum of Five
Million Dollars ($5,000,000) or the aggregate unpaid principal amount of all Term Advances made by
the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the
principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual
number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at
the rate from time to time in effect under the Credit and Security Agreement dated as of March 7,
2002 (as the same has been and may be amended or otherwise modified from time to time, the “Credit
Agreement”) by and among the Lender and the Borrowers. The principal hereof and interest accruing
thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid
only in accordance with the Credit Agreement.



     This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among
other things, for acceleration hereof. This Note is the Term Note referred to in the Credit
Agreement.



     This Note is secured, among other things, pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or agreements.



     Each Borrower hereby agrees to pay all costs of collection, including reasonable attorneys’
fees and legal expenses in the event this Note is not paid when due, whether or not legal
proceedings are commenced. The obligations of Borrowers hereunder are joint and several.



 









 





     Presentment or other demand for payment, notice of dishonor and protest are expressly waived.



	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS, INC.	 	 	 	EXCELL PERSONNEL SERVICES

CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ HOWARD BRILL	 	 	 	By:	 	/s/ HOWARD BRILL
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

	 	Chief Executive Officer and President
	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.	 	 	 	TEMPORARY PLACEMENT SERVICE,
INC., f/k/a Michael &
Associates, Inc. and
successor by merger to
Temporary Placement Service,
Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ HOWARD BRILL	 	 	 	By:	 	/s/ HOWARD BRILL
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING, INC.	 	 	 	SOUTHEASTERN GEORGIA HR, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ HOWARD BRILL	 	 	 	By:	 	/s/ HOWARD BRILL
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.	 	 	 	MAIN LINE PERSONNEL SERVICES,
INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ HOWARD BRILL	 	 	 	By:	 	/s/ HOWARD BRILL
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	BAY HR, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ HOWARD BRILL	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill	 	 	 	 	 	 
	Its:

	 	Executive Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(SEAL)
	 	 	 	 	 	 	 	 







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