Exhibit 10.2






Exhibit 10.2




2009 TERM NOTE




			
	 	 	 
	$2,100,000
	 	Denver, Colorado
	 
	 	April 29, 2009






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 Michaels & Associates, Inc. and successor by merger to Temporary
Placement Service, Inc., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a
Southeastern Staffing, Inc., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS
PEO V INC., f/k/a Southeastern Personnel Management, Inc., a Florida corporation (“SPM”), MAIN LINE
PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO
III INC., f/k/a Bay HR, Inc., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV
INC., f/k/a Southeastern Georgia HR, Inc., a Georgia corporation (“SGHR”), GLOBAL EMPLOYMENT
SOLUTIONS PEO II INC., f/k/a Southeastern Staffing II, Inc., a Florida corporation (“SEII”), GLOBAL
EMPLOYMENT SOLUTIONS PEO VI INC., f/k/a Southeastern Staffing III, Inc., a Florida corporation
(“SEIII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VII INC., f/k/a Southeastern Staffing IV, Inc., a
Florida corporation (“SEIV”), GLOBAL EMPLOYMENT SOLUTIONS PEO VIII INC., f/k/a Southeastern
Staffing V, Inc., a Florida corporation (“SEV”), GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., f/k/a
Southeastern Staffing VI, Inc., a Florida corporation (“SEVI”), and KEYSTONE ALLIANCE, INC., a
Florida corporation (“Keystone”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR,
SGHR, SEII, SEIII, SEIV, SEV, SEVI, and Keystone, each a “Borrower” and collectively, the
“Borrowers”), hereby jointly and severally promise to pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating
division, on the earlier of January 4, 2010 or the Termination Date set forth in the Credit and
Security Agreement dated April 29, 2008, that was entered into by the Lender and the Borrowers (as
amended from time to time, the “Credit Agreement”), at Lender’s office located at 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 TWO MILLION ONE HUNDRED
THOUSAND DOLLARS ($2,100,000) or the aggregate unpaid principal amount of all 2009 Term Advances
made by the Lender to the Borrowers under the Credit Agreement 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 2009 Term Note is fully
paid at the rate from time to time in effect under the Credit Agreement.



This 2009 Term Note is the 2009 Term Note referred to in the Credit Agreement, and is subject
to the terms of the Credit Agreement, which provides, among other things, for acceleration hereof.
Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this
2009 Term Note may be prepaid only in accordance with the terms of the Credit Agreement. This 2009
Term 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 Borrowers hereby agree to pay all costs of collection, including reasonable attorneys’
fees and legal expenses in the event this 2009 Term Note is not paid when due, whether or not legal
proceedings are commenced. The obligations of the 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/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

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

	 	/s/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS PEO
INC., f/k/a Southeastern Staffing,
Inc.	 	GLOBAL EMPLOYMENT SOLUTIONS PEO V
INC., f/k/a Southeastern Personnel
Management, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MAIN LINE PERSONNEL SERVICES, INC.	 	GLOBAL EMPLOYMENT SOLUTIONS PEO III
INC., f/k/a Bay HR, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 






 


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	GLOBAL EMPLOYMENT SOLUTIONS PEO IV
INC., f/k/a Southeastern Georgia HR,
Inc.	 	GLOBAL EMPLOYMENT SOLUTIONS PEO II
INC., f/k/a Southeastern Staffing
II, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Daniel T. Hollenbach	 	 	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS PEO VI
INC., f/k/a Southeastern Staffing
III, Inc.	 	GLOBAL EMPLOYMENT SOLUTIONS PEO VII
INC., f/k/a Southeastern Staffing
IV, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS PEO VIII
INC., f/k/a Southeastern Staffing V,
Inc.	 	GLOBAL EMPLOYMENT SOLUTIONS PEO IX
INC., f/k/a Southeastern Staffing
VI, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Daniel T. Hollenbach	 	By:	 	/s/
Daniel T. Hollenbach	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach
	 	 	 	Name:
	 	Daniel T. Hollenbach	 	 
	 

	 	Its:
	 	Executive Vice President
	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KEYSTONE ALLIANCE, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/
Daniel T. Hollenbach	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Daniel T. Hollenbach	 	 	 	 	 	 	 	 
	 

	 	Its:
	 	Executive Vice President	 	 	 	 	 	 	 	 







 


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