exv10w20



 





Exhibit 10.20




FOURTH AMENDED AND RESTATED REVOLVING NOTE




			
	$15,000,000
	 	Denver, Colorado

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 main
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 FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the aggregate unpaid principal amount of all
Revolving Advances made by the Lender to the Borrowers 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 Fourth Amended and Restated Revolving 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 Fourth Amended and Restated Revolving Note may
be prepaid only in accordance with the Credit Agreement.



     This Fourth Amended and Restated Revolving Note is issued in replacement of and in
substitution for, but not in repayment of, the Revolving Note dated as of March 7, 2002, payable to
the order of the Lender in the original principal amount of $7,500,000, as amended and restated by
the Amended and Restated Revolving Note dated as of June 26, 2003, the Second Amended and Restated
Revolving Note dated as of August 31, 2004, payable to the order of the Lender in the original
principal amount of $7,500,000 and the Third Amended and Restated Revolving Note dated as of
January 31, 2005, payable to the order of the Lender in the original principal amount of
$10,000,000, and is issued pursuant to, and is subject to, the Credit Agreement, which provides,
among other things, for acceleration hereof. This Fourth Amended and Restated Revolving Note is
the Revolving Note referred to in the Credit Agreement. This Fourth Amended and Restated Revolving
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. The obligations of Borrowers hereunder are joint and several.



     The Borrowers shall pay all costs of collection, including reasonable attorneys’ fees and
legal expenses if this Fourth Amended and Restated Revolving Note is not paid when due, whether or
not legal proceedings are commenced.



     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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