exv10w19



 







Exhibit 10.19




 

 






AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




BY AND AMONG




GLOBAL EMPLOYMENT SOLUTIONS, INC.,

EXCELL PERSONNEL SERVICES CORPORATION,

FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.,

TEMPORARY PLACEMENT SERVICE, INC.,

SOUTHEASTERN STAFFING, INC.,

SOUTHEASTERN PERSONNEL MANAGEMENT, INC.,

MAIN LINE PERSONNEL SERVICES, INC.,

BAY HR, INC.,

SOUTHEASTERN GEORGIA HR, INC.,

SOUTHEASTERN STAFFING II, INC.,

SOUTHEASTERN STAFFING III, INC.,

SOUTHEASTERN STAFFING IV, INC.,

SOUTHEASTERN STAFFING V, INC. AND

SOUTHEASTERN STAFFING VI, INC.,




AND




WELLS FARGO BANK, NATIONAL ASSOCIATION




Acting through its WELLS FARGO BUSINESS CREDIT operating division




July 24, 2006




 

 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.1
	 	Definitions
	 	 	2	 
	 

	 	Section 1.2
	 	Other Definitional Terms; Rules of Interpretation
	 	 	14	 
	 

	 	Section 1.3
	 	References
	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE CREDIT FACILITY	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1
	 	Revolving Advances
	 	 	15	 
	 

	 	Section 2.2
	 	Procedures for Requesting Advances
	 	 	15	 
	 

	 	Section 2.3
	 	Letters of Credit
	 	 	15	 
	 

	 	Section 2.4
	 	Term Advance
	 	 	16	 
	 

	 	Section 2.5
	 	Payment of Term Note
	 	 	17	 
	 

	 	Section 2.6
	 	Interest; Minimum Interest Charge; Default Interest Rate; Application of Payments; Participations; Usury
	 	 	17	 
	 

	 	Section 2.7
	 	Fees
	 	 	18	 
	 

	 	Section 2.8
	 	Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees
	 	 	20	 
	 

	 	Section 2.9
	 	Lockbox and Collateral Account; Southeastern Blocked Account; Sweep of Funds
	 	 	20	 
	 

	 	Section 2.10
	 	Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower
	 	 	21	 
	 

	 	Section 2.11
	 	Mandatory Prepayment
	 	 	22	 
	 

	 	Section 2.12
	 	Revolving Advances to Pay Indebtedness
	 	 	22	 
	 

	 	Section 2.13
	 	Use of Proceeds
	 	 	22	 
	 

	 	Section 2.14
	 	Liability Records
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III SECURITY INTEREST; OCCUPANCY; SETOFF	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1
	 	Grant of Security Interest
	 	 	23	 
	 

	 	Section 3.2
	 	Notification of Account Debtors and Other Obligors
	 	 	23	 
	 

	 	Section 3.3
	 	Assignment of Insurance
	 	 	23	 
	 

	 	Section 3.4
	 	Occupancy
	 	 	24	 
	 

	 	Section 3.5
	 	License
	 	 	24	 
	 

	 	Section 3.6
	 	Financing Statement
	 	 	24	 
	 

	 	Section 3.7
	 	Setoff
	 	 	27	 
	 

	 	Section 3.8
	 	Collateral
	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV CONDITIONS OF LENDING	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.1
	 	Conditions Precedent to the Initial Advances and Letter of Credit
	 	 	27	 
	 

	 	Section 4.2
	 	Conditions Precedent to All Advances and Letters of Credit
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	 	 	30	 






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	 	Section 5.1
	 	Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number
	 	 	30	 
	 

	 	Section 5.2
	 	Capitalization
	 	 	31	 
	 

	 	Section 5.3
	 	Authorization of Borrowing; No Conflict as to Law or Agreements
	 	 	31	 
	 

	 	Section 5.4
	 	Legal Agreements
	 	 	31	 
	 

	 	Section 5.5
	 	Subsidiaries
	 	 	31	 
	 

	 	Section 5.6
	 	Financial Condition; No Adverse Change
	 	 	31	 
	 

	 	Section 5.7
	 	Litigation
	 	 	31	 
	 

	 	Section 5.8
	 	Regulation U
	 	 	32	 
	 

	 	Section 5.9
	 	Taxes
	 	 	32	 
	 

	 	Section 5.10
	 	Titles and Liens
	 	 	32	 
	 

	 	Section 5.11
	 	Intellectual Property Rights
	 	 	32	 
	 

	 	Section 5.12
	 	Plans
	 	 	33	 
	 

	 	Section 5.13
	 	Default
	 	 	34	 
	 

	 	Section 5.14
	 	Environmental Matters
	 	 	34	 
	 

	 	Section 5.15
	 	Submissions to the Lender
	 	 	34	 
	 

	 	Section 5.16
	 	Financing Statements
	 	 	35	 
	 

	 	Section 5.17
	 	Rights to Payment
	 	 	35	 
	 

	 	Section 5.18
	 	Financial Solvency
	 	 	35	 
	 

	 	Section 5.19
	 	Mortgages
	 	 	35	 
	 

	 	Section 5.20
	 	Borrower Property
	 	 	35	 
	 

	 	Section 5.21
	 	Secured Subordinated Debt
	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI COVENANTS	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.1
	 	Reporting Requirements
	 	 	36	 
	 

	 	Section 6.2
	 	Financial Covenants
	 	 	39	 
	 

	 	Section 6.3
	 	Permitted Liens; Financing Statements
	 	 	40	 
	 

	 	Section 6.4
	 	Indebtedness
	 	 	41	 
	 

	 	Section 6.5
	 	Guaranties
	 	 	41	 
	 

	 	Section 6.6
	 	Investments and Subsidiaries
	 	 	42	 
	 

	 	Section 6.7
	 	Dividends and Distributions
	 	 	42	 
	 

	 	Section 6.8
	 	Salaries
	 	 	43	 
	 

	 	Section 6.9
	 	Books and Records; Collateral Examination, Inspection and Appraisals
	 	 	43	 
	 

	 	Section 6.10
	 	Account Verification
	 	 	43	 
	 

	 	Section 6.11
	 	Compliance with Laws
	 	 	44	 
	 

	 	Section 6.12
	 	Payment of Taxes and Other Claims
	 	 	44	 
	 

	 	Section 6.13
	 	Maintenance of Properties
	 	 	44	 
	 

	 	Section 6.14
	 	Insurance
	 	 	45	 
	 

	 	Section 6.15
	 	Preservation of Existence
	 	 	45	 
	 

	 	Section 6.16
	 	Delivery of Instruments, etc.
	 	 	45	 
	 

	 	Section 6.17
	 	Sale or Transfer of Assets; Suspension of Business Operations
	 	 	45	 
	 

	 	Section 6.18
	 	Consolidation and Merger; Asset Acquisitions
	 	 	46	 
	 

	 	Section 6.19
	 	Sale and Leaseback
	 	 	46	 
	 

	 	Section 6.20
	 	Restrictions on Nature of Business
	 	 	46	 






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	 	Section 6.21
	 	Accounting
	 	 	46	 
	 

	 	Section 6.22
	 	Discounts, etc.
	 	 	46	 
	 

	 	Section 6.23
	 	Plans
	 	 	46	 
	 

	 	Section 6.24
	 	Place of Business; Name
	 	 	46	 
	 

	 	Section 6.25
	 	Constituent Documents; S Corporation Status
	 	 	46	 
	 

	 	Section 6.26
	 	Performance by the Lender
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT, RIGHTS AND REMEDIES	 	 	47	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.1
	 	Events of Default
	 	 	47	 
	 

	 	Section 7.2
	 	Rights and Remedies
	 	 	49	 
	 

	 	Section 7.3
	 	Certain Notices
	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII MISCELLANEOUS	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.1
	 	No Waiver; Cumulative Remedies; Compliance with Laws
	 	 	51	 
	 

	 	Section 8.2
	 	Amendments, Etc.
	 	 	51	 
	 

	 	Section 8.3
	 	Notices; Communication of Confidential Information; Requests for Accounting
	 	 	51	 
	 

	 	Section 8.4
	 	Further Documents
	 	 	52	 
	 

	 	Section 8.5
	 	Costs and Expenses
	 	 	52	 
	 

	 	Section 8.6
	 	Indemnity
	 	 	52	 
	 

	 	Section 8.7
	 	Participants
	 	 	53	 
	 

	 	Section 8.8
	 	Execution in Counterparts; Telefacsimile Execution
	 	 	53	 
	 

	 	Section 8.9
	 	Retention of the Borrowers’ Records
	 	 	53	 
	 

	 	Section 8.10
	 	Binding Effect; Assignment; Complete Agreement; Sharing Information
	 	 	53	 
	 

	 	Section 8.11
	 	Severability of Provisions
	 	 	54	 
	 

	 	Section 8.12
	 	Headings
	 	 	54	 
	 

	 	Section 8.13
	 	Governing Law; Jurisdiction, Venue; Waiver of Jury Trial
	 	 	54	 
	 

	 	Section 8.14
	 	Attorneys’ Fees
	 	 	54	 
	 

	 	Section 8.15
	 	Joint and Several Liability
	 	 	54	 







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AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




Dated as of July 24, 2006




     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”), 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”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”), SOUTHEASTERN STAFFING II,
INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a Florida corporation
(“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”), SOUTHEASTERN STAFFING V,
INC., a Florida corporation (“SEV”), and SOUTHEASTERN STAFFING VI, INC., a Florida corporation
(“SEVI”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII,
SEIV, SEV, and SEVI are each referred to herein as a “Borrower” and collectively as the
“Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Article I
herein, the “Lender”) acting through its Wells Fargo Business Credit operating division, hereby
agree as follows:



RECITALS




     WHEREAS, certain Borrowers and the Lender have entered into a Credit and Security Agreement
dated as of March 7, 2002, as amended by a First Amendment to Credit and Security Agreement dated
as of June 26, 2003, a Second Amendment to Credit and Security Agreement and Waiver of Defaults
dated as of August 30, 2004, a Third Amendment to Credit and Security Agreement and Waiver of
Defaults dated as of January 31, 2005, a Fourth Amendment to Credit and Security Agreement and
Waiver of Defaults dated as of May 13, 2005 and a Fifth Amendment to Credit and Security Agreement
dated as of March 31, 2006 (as amended, the “Former Credit Agreement”); and



     WHEREAS, the Borrowers and the Lender have agreed to amend and restate the Former Credit
Agreement pursuant to the terms and conditions set forth herein.



     NOW THEREFORE, in consideration of the premises and the mutual promises herein contained, the
parties hereto agree that the Former Credit Agreement is hereby amended and restated to read in its
entirety as follows:



 









 





ARTICLE I




DEFINITIONS




     Section 1.1 Definitions. Except as otherwise expressly provided in this Agreement,
the following terms shall have the meanings given them in this Section:



     “Accounts” shall have the meaning given it under the UCC.



     “Advance” means a Revolving Advance or the Term Advance.



     “Affiliate” or “Affiliates” means any Person controlled by, controlling or
under common control with a Borrower, including any Subsidiary of a Borrower. For purposes of this
definition, “control,” when used with respect to any specified Person, means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise.



     “Aggregate Face Amount” is defined in Section 2.7(d).



     “Agreement” means this Amended and Restated Credit and Security Agreement.



     “Availability” means (i) with respect to all Borrowers on a consolidated basis, the
difference between (x) the aggregate Borrowing Base for all Borrowers and (y) the sum of (A) the
outstanding principal balance of the Revolving Note, (B) the L/C Amount, (C) the Borrowing Base
Reserve and (D) the Indebtedness that all Borrowers on a consolidated basis owe to the Lender that
has not yet been advanced on the Revolving Note, and the dollar amount that the Lender in its
reasonable discretion then determines to be a reasonable determination of the Borrowers’ aggregate
credit exposure with respect to any swap, derivative, foreign exchange, hedge, deposit, treasury
management or other similar transaction or arrangement offered to the Borrowers by the Lender that
is not described in Article II of this Agreement and any indebtedness owed by the Borrowers to
Wells Fargo Merchant Services, L.L.C., and (ii) with respect to any Borrower individually, the
difference between (x) the Borrowing Base for that Borrower and (y) the sum of (A) the outstanding
principal balance of Revolving Advances made to that Borrower, (B) the L/C Amount for that
Borrower, (C) the Borrowing Base Reserve related to that Borrower and (D) the Indebtedness that
such Borrower on a consolidated basis owes to the Lender that has not yet been advanced on the
Revolving Note, and the dollar amount that the Lender in its reasonable discretion then determines
to be a reasonable determination of such Borrower’s aggregate credit exposure with respect to any
swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar
transaction or arrangement offered to such Borrower by the Lender that is not described in Article
II of this Agreement and any indebtedness owed by such Borrower to Wells Fargo Merchant Services,
L.L.C.



     “Book Net Worth” means, with respect to any Borrower or the Public Parent, the
aggregate of the common and preferred shareholders’ equity in such Borrower or the Public Parent
determined in accordance with GAAP (calculated without regard to any non-cash effects of accounting
for (i) stock-based compensation in accordance with FASB pronouncement SFAS 123(r), and (ii)
financial instruments acquired by any Borrower in accordance with FASB pronouncement SFAS 133).



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     “Borrowing Base” means, at any time and without duplication:




	 	(a)	 	for Southeastern, the lesser of:






(i) the Maximum Line Amount; and




(ii) subject to change from time to time in the Lender’s sole discretion, the sum
of:




(x) the lesser of (A) the Eligible Account Advance Rate Percentage of the
Eligible Accounts of Southeastern and (B) $3,000,000, plus




(y) the lesser of (A) the Eligible Unbilled Account Advance Rate Percentage
of the Eligible Unbilled Accounts of Southeastern and (B) $5,000,000;




	 	(b)	 	for all Borrowers (other than Southeastern) the lesser of:






(i) the Maximum Line Amount; and




(ii) subject to change from time to time in the Lender’s sole discretion, the sum
of:




(x) the Eligible Account Advance Rate Percentage of the aggregate Eligible
Accounts of all Borrowers (other than Southeastern), plus




(y) the lesser of (A) the Eligible Unbilled Account Advance Rate Percentage
of the aggregate Eligible Unbilled Accounts of all Borrowers (other than
Southeastern) and (B) $5,000,000.



     “Borrowing Base Reserve” means, as of any date of determination, such amounts
(expressed as either a specified amount or as a percentage of a specified category or item) as the
Lender may from time to time establish and adjust in reducing Availability (a) to reflect events,
conditions, contingencies or risks which, as determined by the Lender, do or may affect (i) the
Collateral or its value, (ii) the assets, business or prospects of any Borrower, or (iii) the
security interests and other rights of the Lender in the Collateral (including the enforceability,
perfection and priority thereof), or (b) to reflect the Lender’s judgment that any collateral
report or financial information furnished by or on behalf of a Borrower to the Lender is or may
have been incomplete, inaccurate or misleading in any material respect, or (c) in respect of any
state of facts that the Lender determines constitutes a Default or an Event of Default.



     “Business Day” means a day on which the Federal Reserve Bank of New York is open for
business.



     “Buyers” is defined in the definition of “Secured Subordinated Debt” in this Section
1.1.



     “Capital Expenditures” means for a period, any expenditure of money during such period
for the lease, purchase or other acquisition of any capital asset, or for the lease of any other
asset



-3-









 







whether payable currently or in the future, in each case that would be classified as either a
capital expenditure or a capitalized lease in accordance with GAAP.



     “Change of Control” means the occurrence of any of the following events:




(a) Other than with respect to Howard Brill, the purchasers of the preferred stock
of the Public Parent as of March 31, 2006 and the holders of the Secured
Subordinated Debt as of March 31, 2006, any Person or “group” (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is
or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended, except that a Person will be deemed to
have “beneficial ownership” of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 10 percent of the voting power of all
classes of voting stock of the Public Parent or any Borrower.




(b) During any consecutive two-year period, individuals who at the beginning of such
period constituted the board of Directors of the Public Parent or any Borrower
(together with any new Directors whose election to such board of Directors, or whose
nomination for election by the owners of the Public Parent or such Borrower, was
approved by a vote of 66?% of the Directors then still in office who were either
Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority
of the board of Directors of the Public Parent or such Borrower then in office.




(c) Howard Brill or Daniel Hollenbach shall cease to actively manage the applicable
Borrower’s day-to-day business activities unless, in each case, a replacement of any
such person, acceptable to the Lender in its reasonable discretion, is put in place
within 120 days of such cessation.




(d) Any Fundamental Transaction occurs.



     “Collateral” means each Borrower’s Accounts, chattel paper and electronic chattel
paper, deposit accounts, documents, Equipment, General Intangibles, goods, instruments, Inventory,
Intellectual Property Rights, Investment Property, letter-of-credit rights, letters of credit, all
sums on deposit in any Collateral Account or in the Southeastern Blocked Account, and any items in
any Lockbox; together with (i) all substitutions and replacements for and products of any of the
foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments,
parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any
goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter
covering such goods; (v) all collateral subject to the Lien of any Security Document; (vi) any
money, or other assets of each Borrower that now or hereafter come into the possession, custody, or
control of the Lender; (vii) all sums on deposit in the Special Account; (viii) proceeds of any and
all of the foregoing; (ix) books and records of each Borrower, including all mail or electronic



-4-









 







mail addressed to each Borrower; and (x) all of the foregoing, whether now owned or existing or
hereafter acquired or arising or in which any Borrower now has or hereafter acquires any rights.



     “Collateral Account” means the “Lender Account” as defined in the Wholesale Lockbox
and Collection Account Agreement.



     “Commercial Letter of Credit Agreement” means an agreement governing the issuance of
documentary letters of credit by the Lender, entered into between any Borrower as applicant and the
Lender as issuer.



     “Commitment” means the Lender’s commitment to make Advances to, and to issue Letters
of Credit for the account of, the Borrowers.



     “Constituent Documents” means with respect to any Person, as applicable, such Person’s
certificate of incorporation, articles of incorporation, by-laws, certificate of formation,
articles of organization, limited liability company agreement, management agreement, operating
agreement, shareholder agreement, partnership agreement or similar document or agreement governing
such Person’s existence, organization or management or concerning disposition of ownership
interests of such Person or voting rights among such Person’s owners.



     “Copyright Security Agreement” means each Copyright Security Agreement now or
hereafter executed by any Borrower or the Public Parent in favor of the Lender.



     “Credit Facility” means the credit facility under which Revolving Advances and Letters
of Credit may be made available to the Borrowers by the Lender under Article II.



     “Cut-off Time” means 11:00 a.m., Denver, Colorado time.



     “Debt” means of a Person as of a given date, all items of indebtedness or liability
which in accordance with GAAP would be included in determining total liabilities as shown on the
liabilities side of a balance sheet for such Person and shall also include the aggregate payments
required to be made by such Person at any time under any lease that is considered a capitalized
lease under GAAP.



     “Default” means an event that, with giving of notice or passage of time or both, would
constitute an Event of Default.



     “Default Period” means any period of time beginning on the day a Default or Event of
Default occurs and ending on the date identified by the Lender in writing as the date that such
Default or Event of Default has been cured or waived.



     “Default Rate” means an annual interest rate in effect during a Default Period or
following the Termination Date, which interest rate shall be equal to three percent (3%) over the
applicable Floating Rate, as such rate may change from time to time.



     “Director” means a director if the Public Parent or such Borrower is a corporation, a
governor or manager if the Public Parent or such Borrower is a limited liability company, or a
general partner if the Public Parent or such Borrower is a partnership.



-5-









 





     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate” means, as to any Borrower, any trade or business (whether or not
incorporated) that is a member of a group which includes such Borrower and which is treated as a
single employer under Section 414 of the IRC.



     “Eligible Accounts” means all unpaid Accounts of any Borrower arising from the sale or
lease of goods or the performance of services, net of any credits, but excluding any such Accounts
having any of the following characteristics:




     (i) That portion of Accounts unpaid 90 days or more after the invoice date (or, in the
case of Southeastern, 14 days or more);




     (ii) That portion of Accounts related to goods or services with respect to which any
Borrower has received notice of a claim or dispute, which are subject to a claim of offset
or a contra account, or which reflect a reasonable reserve for warranty claims or returns;




     (iii) That portion of Accounts not yet earned by the final delivery of goods or
rendition of services, as applicable, by any Borrower to the customer, including progress
billings, and that portion of Accounts for which an invoice has not been sent to the
applicable account debtor;




     (iv) That portion of Accounts owed by account debtors located in the states of New
Jersey, Minnesota, Indiana or West Virginia (or any other state that requires a creditor to
file a business activity report or similar document in order to bring suit or otherwise
enforce its remedies against such account debtor in the courts or through any judicial
process of such state), unless such Borrower has qualified to do business in such state, or
has filed a notice of business activities report with the applicable division of taxation,
the department of revenue, or with such other state offices, as appropriate, for the
then-current year, or is exempt from such filing requirement;




     (v) Accounts constituting (i) proceeds of copyrightable material unless such
copyrightable material shall have been registered with the United States Copyright Office,
or (ii) proceeds of patentable inventions unless such patentable inventions have been
registered with the United States Patent and Trademark Office;




     (vi) Accounts owed by any unit of government, whether foreign or domestic
(provided, however, that there shall be included in Eligible Accounts that
portion of Accounts owed by such units of government for which a Borrower has provided
evidence satisfactory to the Lender that (A) the Lender has a first priority perfected
security interest and (B) such Accounts may be enforced by the Lender directly against such
unit of government under all applicable laws);




     (vii) Accounts owed by an account debtor located outside the United States which are
not (A) backed by a bank letter of credit naming the Lender as beneficiary or assigned to
the Lender, in the Lender’s possession or control, and with respect to which a



-6-









 







control
agreement concerning the letter-of-credit rights is in effect, and acceptable to the Lender
in all respects, in its sole discretion, or (B) covered by a foreign receivables insurance
policy acceptable to the Lender in its sole discretion;




     (viii) Accounts denominated in any currency other than United States dollars;




     (ix) Accounts owed by an account debtor that is insolvent, the subject of bankruptcy
proceedings or has gone out of business;




     (x) Accounts owed by a Borrower or an Owner, Subsidiary, Affiliate, Officer or employee
of any Borrower;




     (xi) Accounts not subject to a duly perfected security interest in the Lender’s favor
or which are subject to any Lien in favor of any Person other than the Lender;




     (xii) That portion of Accounts that has been restructured, extended, amended or
modified;




     (xiii) That portion of Accounts that constitutes advertising, finance charges, service
charges or sales or excise taxes;




     (xiv) That portion of (a) Accounts owing from a single account debtor that exceeds
fifteen percent (15%) of total Eligible Accounts at any time, and (b) Accounts owing from a
single account debtor to any one Borrower that exceeds fifteen percent (15%) of Eligible
Accounts of such Borrower at any time;




     (xv) (a) Accounts owed by an account debtor, regardless of whether otherwise eligible,
if ten percent (10%) or more of the total amount of Accounts due from such debtor is
ineligible under clauses (i), (ii) or (xii) above and (b) Accounts owed by an account debtor
to any one Borrower, regardless of whether otherwise eligible, if ten percent (10%) or more
of the total amount of Accounts due from such debtor to such Borrower is ineligible under
clauses (i), (ii) or (xii) above;




     (xvi) Accounts of a Borrower with a negative Book Net Worth; and




     (xvii) Accounts, or portions thereof, otherwise deemed ineligible by the Lender in its
sole discretion.



     “Eligible Account Advance Rate Percentage” means, 90% from the date of the Term Note
until the earlier to occur of (i) repayment in full of the Term Note, (ii) April 1, 2008 or (iii)
the Termination Date, and at all other times 85%.



     “Eligible Unbilled Account Advance Rate Percentage” means, 75% from the date of the
Term Note until the earlier to occur of (i) repayment in full of the Term Note, (ii) April 1, 2008
or (iii) the Termination Date, and at all other times 70%.



     “Eligible Unbilled Accounts” means all Accounts that would be Eligible Accounts except
for the fact that such Accounts have not been invoiced, other than any such Accounts deemed



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ineligible in the Lender’s sole discretion; provided that, with respect to any such
Account, not more than 14 days shall have elapsed since the date that the services that generated
such Account were rendered; and provided further that Lender has approved each
Borrower’s unbilled revenue reporting system in its sole discretion.



     “Employee Service Agreement” means any agreement between any Borrower and any customer
of any Borrower pursuant to which any Borrower will provide any human resources outsourcing
functions.



     “Environmental Law” means any federal, state, local or other governmental statute,
regulation, law or ordinance dealing with the protection of human health and the environment.



     “Equipment” shall have the meaning given it under the UCC.



     “Event of Default” is defined in Section 7.1.



     “Excess Cash Flow” means, for a given period, the sum of (a) Net Income, plus (b)
depreciation, amortization, deferred income taxes and other non-cash items, minus (c) Capital
Expenditures and the amount of the Borrowers’ long-term debt and capitalized leases which become
due during such period including under the Term Note, each such amount described in clauses (a)
through (c) as determined for such period in accordance with GAAP.



     “Financial Covenants” means the covenants set forth in Section 6.2.



     “Floating Rate” means, (i) with respect to Revolving Advances evidenced by the
Revolving Note, an annual interest rate equal to the Prime Rate, and (ii) with respect to Term
Advances evidenced by the Term Note, an annual interest rate equal to the sum of the Prime Rate
plus 2.75%, which interest rate shall, in each case, change when and as the Prime Rate changes.



     “Floating Rate Advance” means an Advance bearing interest at the Floating Rate.



     “Fundamental Transaction” means (i) a transaction or series of related transactions
pursuant to which the Public Parent: (A) sells, conveys or disposes of all or substantially all of
its assets determined on either a quantitative or qualitative basis (the presentation of any such
transaction for stockholder approval being conclusive evidence that such transaction involves the
sale of all or substantially all of the assets of the Public Parent); (B) merges or consolidates
with or into, or engages in any other business combination with, any other Person, in any case that
results in the holders of the voting securities of the Public Parent immediately prior to such
transaction holding or having the right to direct the voting of 50% or less of the total
outstanding voting securities of the Public Parent or such other surviving or acquiring person or
entity immediately following such transaction; or (C) sells or issues, or any of its stockholders
sells or transfers, any securities to any Person, or the acquisition or right to acquire securities
by any Person, in either case acting individually or in concert with others, such that, following
the consummation of such transaction(s), such Person(s) (together with their respective affiliates,
as such term is used under Section 13(d) of the Exchange Act) would own or have the right to
acquire greater than 50% of the outstanding shares of common stock of the Public Parent (on a
fully-diluted basis, assuming the full conversion, exercise or exchange of all rights then
outstanding); (ii) any reclassification or change of the outstanding shares of common stock of the



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Public Parent (other than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination); or (iii) any event,
transaction or series of related transactions that results in individuals serving on the board of
Directors of the Public Parent on March 31, 2006 ceasing for any reason to constitute at least a
majority of the board of Directors of the Public Parent; provided, however, that
any individual becoming a director of the Public Parent subsequent to March 31, 2006 whose
appointment, election, or nomination for election by the Public Parent’s stockholders was approved
by a vote of at least two-thirds of the individuals serving on the board of Directors of the Public
Parent on March 31, 2006 (other than an appointment, election, or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Public Parent) shall be considered as though such
Person were a member of the board of Directors of the Public Parent on March 31, 2006.



     “Funding Date” is defined in Section 2.1.



     “GAAP” means generally accepted accounting principles, applied on a basis consistent
with the accounting practices applied in the financial statements described in Section 5.6.



     “General Intangibles” shall have the meaning given it under the UCC.



     “Guarantor” means all Borrowers, the Public Parent and every other Person who now or
in the future agrees to guaranty the Indebtedness.



     “Guaranty” means each unconditional continuing guaranty by a corporation executed by a
Guarantor in favor of the Lender.



     “Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous
wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials
listed in, regulated by or identified in any Environmental Law.



     “IRC” means the Internal Revenue Code of 1986, as amended from time to time.



     “Indebtedness” is used herein in its most comprehensive sense and means any and all
advances, debts, obligations and liabilities of the Borrowers to the Lender, heretofore, now or
hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether
due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined,
including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or
other similar transaction or arrangement at any time entered into by a Borrower with the Lender or
with Wells Fargo Merchant Services, L.L.C., and whether such Borrower may be liable individually or
jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes
unenforceable.



     “Indemnified Liabilities” is defined in Section 8.6.



     “Indemnitees” is defined in Section 8.6.



     “Infringement” or “Infringing” when used with respect to Intellectual Property
Rights means any infringement or other violation of Intellectual Property Rights.



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     “Intellectual Property Rights” means all actual or prospective rights arising in
connection with any intellectual property or other proprietary rights, including all rights arising
in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks,
trade names or mask works.



     “Interest Payment Date” is defined in Section 2.8(a).



     “Inventory” shall have the meaning given it under the UCC.



     “Investment Property” shall have the meaning given it under the UCC.



     “L/C Amount” means the sum of (i) the Aggregate Face Amount of any issued and
outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.



     “L/C Application” means an application for the issuance of standby or documentary
letters of credit pursuant to the terms of a Standby Letter of Credit Agreement or a Commercial
Letter of Credit Agreement, in form acceptable to the Lender.



     “Lender” means Wells Fargo Bank, National Association in its broadest and most
comprehensive sense as a legal entity, and is not limited in its meaning to the Lender’s Wells
Fargo Business Credit operating division, or to any other operating division of the Lender.



     “Letter of Credit” is defined in Section 2.3(a).



     “Licensed Intellectual Property” is defined in Section 5.11(c).



     “Lien” means any security interest, mortgage, deed of trust, pledge, lien, charge,
encumbrance, title retention agreement or analogous instrument or device, including the interest of
each lessor under any capitalized lease and the interest of any bondsman under any payment or
performance bond, in, of or on any assets or properties of a Person, whether now owned or
subsequently acquired and whether arising by agreement or operation of law.



     “Loan Documents” means this Agreement, the Revolving Note, the Term Note, each
Guaranty, each Subordination Agreement, each L/C Application and the Security Documents, together
with every other agreement, note, document, contract or instrument to which the Borrowers now or in
the future may be a party and which is required by the Lender.



     “Lockbox” means “Lockbox” as defined in the Wholesale Lockbox and Collection
Account Agreement.



     “Maturity Date” means, with respect to the Credit Facility, July 31, 2009.



     “Maximum Line Amount” means $15,000,000, unless this amount is reduced pursuant to
Section 2.10, in which event it means such lower amount.



     “Minimum Interest Charge” is defined in Section 2.6(b).



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     “Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of
ERISA) to which any Borrower or any ERISA Affiliate contributes or is obligated to contribute.



     “Net Income” means fiscal year-to-date after-tax net income from continuing
operations, including extraordinary losses but excluding extraordinary gains, all as determined in
accordance with GAAP (calculated without regard to any non-cash effects of accounting for (i)
stock-based compensation in accordance with FASB pronouncement SFAS 123(r), and (ii) financial
instruments acquired by any Borrower in accordance with FASB pronouncement SFAS 133).



     “Note” means the Revolving Note or the Term Note, and “Notes” means the Revolving Note
and the Term Note.



     “Obligation of Reimbursement” means the obligation of the Borrowers to reimburse the
Lender pursuant to the terms of the Standby Letter of Credit Agreement and the Commercial Letter of
Credit Agreement and any applicable L/C Application.



     “Obligations” is used herein in its most comprehensive sense and means any and all
advances, debts, obligations and liabilities of the Borrowers to the Lender, heretofore, now or
hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether
due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined,
including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or
other similar transaction or arrangement at any time entered into by a Borrower with the Lender or
with Wells Fargo Merchant Services, L.L.C., and whether such Borrower may be liable individually or
jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes
unenforceable.



     “Officer” means with respect to any Borrower, an officer if such Borrower is a
corporation, a manager if such Borrower is a limited liability company, or a partner if such
Borrower is a partnership.



     “OFAC” is defined in Section 6.11(c).



     “Overadvance” means the amount, if any, by which the outstanding principal balance of
the Revolving Note, plus the L/C Amount, is in excess of the then-existing applicable Borrowing
Base.



     “Owned Intellectual Property” is defined in Section 5.11(a).



     “Owner” means, with respect to the Public Parent or any Borrower, each Person having
legal or beneficial title to an ownership interest in the Public Parent or such Borrower or a right
to acquire such an interest.



     “Patent and Trademark Security Agreement” means each Patent and Trademark Security
Agreement now or hereafter executed by any Borrower or the Public Parent in favor of the Lender.



     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) maintained
for employees of any Borrower or any ERISA Affiliate and covered by Title IV of ERISA.



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     “Permitted Lien” and “Permitted Liens” are defined in Section 6.3(a).



     “Person” means any individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.



     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) maintained
for employees of any Borrower or any ERISA Affiliate.



     “Pledge Agreement” means each Pledge Agreement now or hereafter executed by any
Borrower or the Public Parent in favor of the Lender.



     “Premises” means all locations where any Borrower conducts its business or has any
rights of possession, including the locations legally described in Exhibit D attached hereto.



     “Prime Rate” means at any time the rate of interest most recently announced by the
Lender at its principal office as its Prime Rate, with the understanding that the Prime Rate is one
of the Lender’s base rates, and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the recording thereof in
such internal publication or publications as the Lender may designate. Each change in the rate of
interest shall become effective on the date each Prime Rate change is announced by the Lender.



     “Prior Borrower” is defined in Section 4.1(j).



     “Public Parent” means Global Employment Holdings, Inc.



     “Registration Rights Agreements” means the Registration Rights Agreement, dated as of
March 31, 2006, by and among the Public Parent and the purchasers of the Secured Subordinated Debt,
the Registration Rights Agreement, dated as of March 31, 2006, by and among the Public Parent and
the purchasers of the Public Parent’s Series A Preferred Stock and the Registration Rights
Agreement, dated as of March 31, 2006, by and among the Public Parent and the purchasers of the
Public Parent’s common stock.



     “Reportable Event” means a reportable event (as defined in Section 4043 of ERISA),
other than an event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the Pension Benefit Guaranty Corporation.



     “Revolving Advance” is defined in Section 2.1.



     “Revolving Note” means the Borrowers’ fifth amended and restated revolving promissory
note, payable to the order of the Lender, in substantially the form of Exhibit A hereto, dated as
of July 24, 2006, and any note or notes issued in substitution therefore, as same may be renewed
and amended from time to time, and all replacements thereto.



     “Secured Subordinated Debt” means any and all debts, obligations and liabilities owing
by any Borrower or the Public Parent, subject to a Subordination Agreement, under the terms of any
of the following: the Note Securities Purchase Agreement by and among Global, Amatis Limited and
the other buyers party thereto, if any (collectively, the “Buyers”), dated as of March



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31, 2006;
the Public Parent’s Senior Secured Convertible Notes, each dated as of March 31, 2006, payable to
the order of Amatis Limited and the Buyers, in the original aggregate principal amount of
$30,000,000; the Guaranty executed by certain Borrowers in favor of Amatis Limited in its capacity
as collateral agent for the Buyers and any other agreements, instruments and documents related
thereto.



     “Security Documents” means this Agreement, the Wholesale Lockbox and Collection
Account Agreement, the Southeastern Blocked Account Agreement, each Patent and Trademark Security
Agreement, each Pledge Agreement, each Copyright Security Agreement and any other document
delivered to the Lender from time to time to secure the Indebtedness.



     “Security Interest” is defined in Section 3.1.



     “Southeastern Blocked Account” means a blocked account established by Southeastern at
a financial institution acceptable to Lender and Southeastern and titled in the name of Lender.



     “Southeastern Blocked Account Agreement” means that certain Restricted Account
Agreement dated on or about March 7, 2002, by and among Lender, Southeastern, Global and SunTrust
Bank, as amended, modified and supplemented from time to time.



     “Special Account” means a specified cash collateral account maintained with the Lender
or another financial institution acceptable to the Lender in connection with Letters of Credit, as
contemplated by Section 2.3(d).



     “Standby Letter of Credit Agreement” means an agreement governing the issuance of
standby letters of credit by the Lender entered into between any Borrower as applicant and the
Lender as issuer.



     “Subordinated Creditor” means Amatis Limited, each Buyer and every other Person now or
in the future who agrees to subordinate indebtedness of any Borrower held by that Person to the
payment of the Indebtedness.



     “Subordination Agreement” means a subordination agreement executed by a Subordinated
Creditor in favor of the Lender, acknowledged by the Borrowers and accepted by the Lender in its
sole discretion (together with any other subordination agreement that may be accepted by the Lender
from time to time, the “Subordination Agreements”).



     “Subordinated Debt” means all debts, obligations and liabilities of any
Borrower or the Public Parent subject to a Subordination Agreement, including the Secured
Subordinated Debt.



     “Subsidiary” means any Person of which more than fifty percent (50%) of the
outstanding ownership interests having general voting power under ordinary circumstances to elect a
majority of the board of directors or the equivalent of such Person, regardless of whether or not
at the time ownership interests of any other class or classes shall have or might have voting power
by reason of the happening of any contingency, is at the time directly or indirectly owned by a
Borrower, by a Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.



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     “Term Advance” is defined in Section 2.4.



     “Term Note” means the Borrowers’ first amended and restated term promissory note,
payable to the order of the Lender in substantially the form of Exhibit B hereto, dated as of July
24, 2006, and any note or notes issued in substitution therefore, as the same may be renewed and
amended from time to time, and all replacements thereto.



     “Termination Date” means the earliest of (i) the Maturity Date, (ii) the date any
Borrower terminates the Credit Facility, or (iii) the date the Lender demands payment of the
Indebtedness, following an Event of Default, pursuant to Section 7.2.



     “UCC” means the Uniform Commercial Code in effect in the state designated in this
Agreement as the state whose laws shall govern this Agreement, or in any other state whose laws are
held to govern this Agreement or any portion of this Agreement.



     “Unused Amount” is defined in Section 2.7(a).



     “Wholesale Lockbox and Collection Account Agreement” means the Wholesale Lockbox and
Collection Account Agreement by and among each Borrower, except Southeastern, and the Lender, dated
the same date as this Agreement.



     Section 1.2 Other Definitional Terms; Rules of Interpretation. The words “hereof”,
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this Agreement. All accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All
terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the
UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to
Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless
otherwise expressly provided. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”. Unless the context in which used herein otherwise
clearly requires, “or” has the inclusive meaning represented by the phrase “and/or”. Defined terms
include in the singular number the plural and in the plural number the singular. Reference to any
agreement (including the Loan Documents), document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance with the terms
thereof (and, if applicable, in accordance with the terms hereof and the other Loan Documents),
except where otherwise explicitly provided, and reference to any promissory note includes any
promissory note which is an extension or renewal thereof or a substitute or replacement therefor.
Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or
interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part,
and in effect on the determination date, including rules and regulations promulgated thereunder.



     Section 1.3 References. Each reference in the Loan Documents to the “Credit
Agreement” shall be deemed to refer to this Amended and Restated Credit and Security Agreement. In
addition, each reference in any Guaranty, any Loan Document and any other agreement, instrument or
document by or between any Borrower and the Lender or by any



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Borrower in favor of the Lender to the
term “Borrowers” or “Borrower” shall be deemed to have the meaning given to such term in this
Agreement unless otherwise specified.



ARTICLE II




AMOUNT AND TERMS OF THE CREDIT FACILITY




     Section 2.1 Revolving Advances. The Lender agrees, subject to the terms and
conditions of this Agreement, to make advances (“Revolving Advances”) to the Borrowers from time to
time from the date that all of the conditions set forth in Section 4.1 are satisfied (the “Funding
Date”) to and until (but not including) the Termination Date in an amount not in excess of the
Maximum Line Amount. The Lender shall have no obligation to make a Revolving Advance to a Borrower
to the extent that the amount of the requested Revolving Advance exceeds Availability for such
Borrower or for all Borrowers. The Borrowers’ joint and several obligation to pay the Revolving
Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral. Within
the limits set forth in this Section 2.1, the Borrowers may borrow, prepay pursuant to Section
2.10, and reborrow.



     Section 2.2 Procedures for Requesting Advances. The Borrowers shall comply with the
following procedures in requesting Revolving Advances:



     (a) Time for Requests. The Borrowers shall request each Advance not later than the Cut-off
Time on the Business Day on which the Advance is to be made. Each request that conforms to the
terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by
telephone by Global, and shall be confirmed in writing by each Borrower requesting such Advance if
so requested by the Lender, by (i) an Officer of each Borrower requesting such Advance; or (ii) a
Person designated as such Borrower’s agent by an Officer of such Borrower in a writing delivered to
the Lender; or (iii) a Person whom the Lender reasonably believes to be an Officer of such Borrower
or such a designated agent. The Borrowers shall repay all Advances even if the Lender does not
receive such confirmation and even if the Person requesting an Advance was not in fact authorized
to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a
representation by the Borrowers that the conditions set forth in Section 4.2 have been satisfied as
of the time of the request.



     (b) Disbursement. Upon fulfillment of the applicable conditions set forth in Article IV, the
Lender shall disburse the proceeds of the Advance requested by each Borrower by crediting the same
to Global’s demand deposit account maintained with the Lender unless the Lender and such Borrower
shall agree in writing to another manner of disbursement.



     Section 2.3 Letters of Credit.



     (a) The Lender agrees, subject to the terms and conditions of this Agreement, to issue, at any
time after the Funding Date and prior to the Termination Date, one or more irrevocable standby or
documentary letters of credit (each, a “Letter of Credit”) for the Borrowers’ account. The Lender
shall have no obligation to issue any Letter of Credit if the face amount of the Letter of Credit
to be issued would exceed the lesser of:



          (i) The Maximum Line Amount less the L/C Amount, or




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          (ii) Availability.



Each Letter of Credit, if any, shall be issued pursuant to a separate L/C Application made by one
or more of the Borrowers to the Lender, which must be completed in a manner satisfactory to the
Lender. The terms and conditions set forth in each such L/C Application shall supplement the terms
and conditions of the Standby Letter of Credit Agreement or the Commercial Letter of Credit
Agreement, as applicable.




     (b) No Letter of Credit shall be issued with an expiry date later than the Maturity Date in
effect as of the date of issuance. Any request for issuance of a Letter of Credit shall be deemed
to be a representation by the Borrowers that the conditions set forth in Section 4.2 have been
satisfied as of the date of the request.



     (c) If a draft is submitted under a Letter of Credit when the Borrowers are unable, because a
Default Period exists or for any other reason, to obtain a Revolving Advance to pay the Obligation
of Reimbursement, the Borrowers shall pay to the Lender on demand and in immediately available
funds, the amount of the Obligation of Reimbursement together with interest, accrued from the date
of the draft until payment in full, at the Default Rate. Notwithstanding the Borrowers’ inability
to obtain a Revolving Advance for any reason, the Lender is irrevocably authorized, in its sole
discretion, to make a Revolving Advance in an amount sufficient to discharge the Obligation of
Reimbursement and all accrued but unpaid interest thereon.



     (d) If the Credit Facility is terminated for any reason while any Letter of Credit is
outstanding, the Borrowers shall thereupon pay the Lender in immediately available funds for
deposit in the Special Account an amount equal to the L/C Amount plus any anticipated fees and
costs. If the Borrowers fail to promptly make any such payment in the amount required hereunder,
then the Lender may make a Revolving Advance against the Credit Facility in an amount sufficient to
fulfill this obligation and deposit the proceeds to the Special Account. The Special Account shall
be an interest bearing account either maintained with the Lender or with a financial institution
acceptable to the Lender. Any interest earned on amounts deposited in the Special Account shall be
credited to the Special Account. The Lender may apply amounts on deposit in the Special Account at
any time or from time to time to the Indebtedness in the Lender’s sole discretion. The Borrowers
may not withdraw any amounts on deposit in the Special Account as long as the Lender maintains a
security interest therein. The Lender agrees to transfer any balance in the Special Account to the
Borrowers when the Lender is required to release its security interest in the Special Account under
applicable law.



     Section 2.4 Term Advance.



     (a) The Lender made a single advance to the Borrowers on or about March 31, 2006 (the “Term
Advance”) in an amount equal to $5,000,000. The Borrowers’ joint and several obligation to pay the
Term Advance is evidenced by the Term Note and is secured by the Collateral as provided in Article
III.



     (b) The Borrowers’ request for the Term Advance, whether written or telephonic, was deemed to
be a representation by the Borrowers, upon which the Lender may rely, that the



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Borrowers were in
compliance with the conditions set forth in Section 4.2 as of the time of the request and that the
request was made by an individual authorized pursuant to Section 2.2(a).



     Section 2.5 Payment of Term Note. So long as no Event of Default has occurred and is
continuing or will occur immediately following any such prepayment, all voluntary prepayments with
respect to the Term Note shall be applied first to any accrued and unpaid interest related to the
amount of such prepayment and then to the most remote principal installment or installments then
unpaid. The outstanding principal balance of the Term Note shall be due and payable as follows:



     (a) In equal monthly installments of $138,889, beginning on May 1, 2006, and on the first day
of each month thereafter until March 1, 2008;



     (b) On each of February 15, 2007 and February 15, 2008, 25% of the Borrowers’ Excess Cash Flow
from the preceding fiscal year shall be due and payable and shall be applied to the most remote
principal installment or installments then unpaid; provided, however, that the amount due and
payable under this Section 2.5(b) shall be reduced by any prepayment of principal with respect to
the Term Note that has occurred during the fiscal year by which the Excess Cash Flow is measured;
and



     (c) On the earlier of April 1, 2008 or the Termination Date of the Credit Facility, the entire
unpaid principal balance of the Term Note and all unpaid interest accrued thereon shall also be
fully due and payable.



     Section 2.6 Interest; Minimum Interest Charge; Default Interest Rate; Application of
Payments; Participations; Usury.



     (a) Interest. Except as provided in Section 2.6(c) and Section 2.6(f), the principal amount
of each Advance shall bear interest as a Floating Rate Advance.



     (b) Minimum Interest Charge. Notwithstanding any other terms of this Agreement to the
contrary, the Borrowers shall pay to the Lender interest of not less than $7,500 per calendar month
(the “Minimum Interest Charge”) during the term of this Agreement, and the Borrowers shall pay any
deficiency between the Minimum Interest Charge and the amount of interest otherwise calculated
under Section 2.6(a) on the first day of each month and on the Termination Date.



     (c) Default Interest Rate. At any time during any Default Period or following the Termination
Date, in the Lender’s sole discretion and without waiving any of its other rights or remedies, the
principal of the Revolving Note and the Term Note shall bear interest at the Default Rate or such
lesser rate as the Lender may determine, effective as of the first day of the month in which any
Default Period begins through the last day of such Default Period, or any shorter time period that
the Lender may determine. The decision of the Lender to impose a rate that is less than the
Default Rate or to not impose the Default Rate for the entire duration of the Default Period shall
be made by the Lender in its sole discretion and shall not be a waiver of any of its other rights
and remedies, including its right to retroactively impose the full Default Rate for the entirety of
any such Default Period or following the Termination Date.



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     (d) Application of Payments. Payments shall be applied to the Indebtedness on the Business
Day of receipt by the Lender in the Lender’s general account.



     (e) Participations. If any Person shall acquire a participation in the Advances or the
Obligation of Reimbursement, the Borrowers shall be obligated to the Lender to pay the full amount
of all interest calculated under this Section 2.6, along with all other fees, charges and other
amounts due under this Agreement, regardless if such Person elects to accept interest with respect
to its participation at a lower rate than that calculated under this Section 2.6, or otherwise
elects to accept less than its prorata share of such fees, charges and other amounts due under this
Agreement.



     (f) Usury. In any event no rate change shall be put into effect which would result in a rate
greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained
in any Loan Document, all agreements which either now are or which shall become agreements between
any Borrower and the Lender are hereby limited so that in no contingency or event whatsoever shall
the total liability for payments in the nature of interest, additional interest and other charges
exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature
of interest, additional interest and other charges made under any Loan Document are held to be in
excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held
to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced
hereby shall be reduced by such amount so that the total liability for payments in the nature of
interest, additional interest and other charges shall not exceed the applicable limits imposed by
any applicable usury laws, in compliance with the desires of the Borrowers and the Lender. This
provision shall never be superseded or waived and shall control every other provision of the Loan
Documents and all agreements between any Borrower and the Lender, or their successors and assigns.



     Section 2.7 Fees.



     (a) Unused Line Fee. For the purposes of this Section 2.7(a), “Unused Amount” means the
Maximum Line Amount reduced by outstanding Revolving Advances and the L/C Amount. The Borrowers
agree to pay to the Lender an unused line fee at the rate of one quarter of one percent (0.25%) per
annum on the average daily Unused Amount from the date of this Agreement to and including the
Termination Date, due and payable monthly in arrears on the first day of the month and on the
Termination Date.



     (b) Facility Fee. The Borrowers agree to pay to the Lender a fully earned and non-refundable
monthly accommodation fee of $300 per month from the date of this Agreement to and including the
Termination Date, due and payable monthly in arrears on the first day of each month and on the
Termination Date.



     (c) Collateral Exam Fees. The Borrowers shall pay the Lender, on demand, fees in connection
with any collateral exams, audits or inspections conducted by or on behalf of the Lender of any
Collateral or any Borrower’s operations or business, including any surveys conducted by the Lender
with respect to any Borrower prior to the execution of this Agreement, at the rates established
from time to time by the Lender as its collateral exam fees (which fees are currently $100 per hour
per collateral examiner), together with all actual out-of-pocket costs and



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expenses incurred in
conducting any such collateral examination or inspection; provided that, (i) until
repayment in full of the Term Note, the Lender may not conduct more than three (3) such exams in
any 12 month period unless a Default has occurred and is continuing and (ii) after repayment in
full of the Term Note, the Lender may not conduct more than two (2) such exams in any 12 month
period unless a Default has occurred and is continuing or the average Availability over a rolling
three month period is less than $3,000,000.



     (d) Letter of Credit Fees. The Borrowers shall pay to the Lender a fee with respect to each
Letter of Credit, that has been issued, if any, which fee shall be calculated on a per diem basis
at an annual rate equal to two percent (2.0%) of the aggregate amount that may then be drawn under
the Letter of Credit, assuming compliance with all conditions for drawing (the “Aggregate Face
Amount”), from and including the date of issuance of the Letter of Credit until the date that the
Letter of Credit terminates or is returned to the Lender, which fee shall be due and payable
monthly in arrears on the first day of each month and on the date that the Letter of Credit
terminates or is returned to the Lender; provided, however, effective as of the
first day of the month in which any Default Period begins through the last day of such Default
Period, or any shorter time period that the Lender may determine, in the Lender’s sole discretion
and without waiving any of its other rights and remedies, such fee shall increase to five percent
(5.0%) of the Aggregate Face Amount. The foregoing fee shall be in addition to any and all other
fees, commissions and charges imposed by Lender with respect to or in connection with such Letter
of Credit.



     (e) Letter of Credit Administrative Fees. The Borrowers shall pay all administrative fees
charged by the Lender in connection with the honoring of drafts under any Letter of Credit,
amendments thereto, transfers thereof and all other activity with respect to the Letters of Credit
at the then-current rates published by the Lender for such services rendered on behalf of customers
of the Lender generally.



     (f) Termination and Line Reduction Fees. If the Credit Facility is terminated (i) by the
Lender during a Default Period that begins before the Maturity Date, (ii) by any Borrower (A) as of
a date other than the Maturity Date or (B) as of the Maturity Date but without the Lender having
received written notice of such termination at least 90 days before such Maturity Date, or if any
Borrower reduces the Maximum Line Amount, the Borrowers shall pay to the Lender a fee in an amount
equal to: (A) if the termination or reduction occurs on or before April 1, 2007, two percent (2%)
of the Maximum Line Amount (or the reduction of the Maximum Line Amount, as the case may be), plus
two percent (2%) of the amount of the Term Note prepaid; (B) if the termination or reduction occurs
after April 1, 2007 but on or before April 1, 2008, one and one-half percent (1.5%) of the Maximum
Line Amount (or the reduction of the Maximum Line Amount, as the case may be) plus one and one-half
percent (1.5%) of the amount of the Term Note prepaid; and (C) if the termination or reduction
occurs after April 1, 2008, one percent (1%) of the Maximum Line Amount (or the reduction of the
Maximum Line Amount, as the case may be).



     (g) Waiver of Termination and Prepayment Fees. The Borrowers, at the Lender’s discretion,
will be excused from the payment of termination and prepayment fees otherwise due under this
Agreement if such termination or prepayment is made because of refinancing through another one of
the Lender’s operating divisions.



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     (h) Amendment Fee. The Borrowers shall pay the Lender as of the date hereof a fully earned,
non-refundable fee in the amount of $25,000 in consideration of the Lender’s execution and delivery
of this Agreement and the Lender’s waiver of certain defaults in connection with this Agreement.



     (i) Other Fees and Charges. The Lender may from time to time impose additional fees and
charges as consideration for Advances made in excess of Availability or for other events that
constitute an Event of Default or a Default hereunder, including fees and charges for the
administration of Collateral by the Lender, and fees and charges for the late delivery of reports,
which may be assessed in the Lender’s sole discretion on either an hourly, periodic, or flat fee
basis, and in lieu of or in addition to imposing interest at the Default Rate.



     Section 2.8 Time for Interest Payments; Payment on Non-Business Days; Computation of
Interest and Fees.



     (a) Time For Interest Payments. Accrued and unpaid interest shall be due and payable on the
first day of each month and on the Termination Date (each an “Interest Payment Date”). Interest
will accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of advance to the Interest Payment Date.



     (b) Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated
to be due on a day which is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of
interest on the Advances or the fees hereunder, as the case may be.



     (c) Computation of Interest and Fees. Interest accruing on the outstanding principal balance
of the Advances and fees hereunder outstanding from time to time shall be computed on the basis of
actual number of days elapsed in a year of 360 days.



     Section 2.9 Lockbox and Collateral Account; Southeastern Blocked Account; Sweep of
Funds.



     (a) Lockbox and Collateral Account.




     (i) Each Borrower, except for Southeastern, shall instruct all of its account debtors
to pay all of its Accounts directly to the Lockbox. If, notwithstanding such instructions,
any Borrower receives any payments on Accounts, such Borrower shall deposit such payments
into the Collateral Account. Each Borrower shall also deposit all other cash proceeds of
Collateral regardless of source or nature directly into the Collateral Account. Until so
deposited, such Borrower shall hold all such payments in trust for and as the property of
the Lender and shall not commingle such payments with any of its other funds or property.
All deposits in the Collateral Account shall constitute proceeds of Collateral and shall not
constitute payment of the Indebtedness. On a daily basis, amounts deposited into the
Collateral Account shall be applied toward payment of principal and interest on the
Advances.




     (ii) As long as no Default has occurred and is continuing and, at all times after
January 1, 2005, the average Availability over a rolling three month period is at least




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$3,000,000, Southeastern may instruct its account debtors to pay all Accounts directly to
any of Southeastern’s demand deposit accounts and may commingle such payments with any of
its other funds or property.




     (iii) If a Default has occurred and is continuing or, at any time after January 1,
2005, the average Availability over a rolling three month period is less than $3,000,000,
(A) Southeastern shall immediately instruct all of its account debtors to pay all Accounts
directly to the Southeastern Blocked Account and (B) the Lender may instruct the financial
institution where the Southeastern Blocked Account has been established to transfer, on a
daily basis, all funds held in the Southeastern Blocked Account to the Lender which funds
shall be applied toward payment of principal and interest on the Advances. If,
notwithstanding such instructions by Southeastern, Southeastern receives any payments on
Accounts, Southeastern shall deposit such payments into the Southeastern Blocked Account.
Southeastern shall also deposit all other cash proceeds of Collateral regardless of source
or nature directly into the Southeastern Blocked Account. Until so deposited, Southeastern
shall hold all such payments in trust for and as the property of the Lender and shall not
commingle such payments with any of its other funds or property. All deposits in the
Southeastern Blocked Account shall constitute proceeds of Collateral and shall not
constitute payment of the Indebtedness. Southeastern shall at all times maintain the
Southeastern Blocked Account. On a daily basis, all funds held in the Southeastern Blocked
Account shall be transferred to the Lender and applied toward payment of principal and
interest on the Advances.




     (iv) All items deposited in the Collateral Account and the Southeastern Blocked Account
shall be subject to final payment. If any such item is returned uncollected, the Borrowers
will immediately pay the Lender, or, for items deposited in the Collateral Account or the
Southeastern Blocked Account, the bank maintaining such account, the amount of that item, or
such bank at its discretion may charge any uncollected item to the Borrowers’ commercial
account or other account. The Borrowers shall be liable as an endorser on all items
deposited in the Collateral Account and the Southeastern Blocked Account, whether or not in
fact endorsed by the Borrowers.




     (v) Each Borrower (excluding Southeastern) acknowledges and agrees that in connection
with the execution of this Agreement, such Borrower will execute a Wholesale Lockbox and
Collection Account Agreement, at which time any Lockbox and Collection Account Agreement
previously executed by such Borrowers will terminate.



     (b) Sweep of Funds. The Lender shall from time to time, in accordance with the Wholesale
Lockbox and Collection Account Agreement, cause funds in the Collateral Account to be transferred
to the Lender’s general account for payment of the Indebtedness. Amounts deposited in the
Collateral Account or the Southeastern Blocked Account shall not be subject to withdrawal by the
Borrowers, except after payment in full and discharge of all Indebtedness.



     Section 2.10 Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of
the Credit Facility by the Borrower. Except as otherwise provided herein, the Borrowers may
prepay the Advances in whole at any time or from time to time in part. The Borrowers may terminate
the Credit Facility or reduce the Maximum Line Amount at any time if



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they (i) give the Lender at
least 30 days advance written notice prior to the proposed Termination Date, and (ii) pay the
Lender applicable termination and Maximum Line Amount reduction fees in accordance with the terms
of this Agreement. Any reduction in the Maximum Line Amount shall be in multiples of $100,000, and
with a minimum reduction of at least $500,000. If the Borrowers terminate the Credit Facility or
reduce the Maximum Line Amount to zero, all Indebtedness shall be immediately due and payable, and
if the Borrowers give the Lender less than the required 30 days advance written notice, then the
interest rate applicable to borrowings evidenced by the Revolving Note shall be the Default Rate
for the period of time commencing 30 days prior to the proposed Termination Date through the date
that the Lender actually receives such written notice. If the Borrowers do not wish the Lender to
consider renewal of the Credit Facility on the next Maturity Date, then the Borrowers shall give
the Lender at least 30 days written notice prior to the Maturity Date that they will not be
requesting renewal. If the Borrowers fail to give the Lender such timely notice, then the interest
rate applicable to borrowings evidenced by the Revolving Note shall be the Default Rate for the
period of time commencing 30 days prior to the Maturity Date through the date that the Lender
actually receives such written notice.



     Section 2.11 Mandatory Prepayment. Without notice or demand, if the sum of the
outstanding principal balance of the Revolving Advances plus the L/C Amount shall at any time
exceed the Borrowing Base, or if the Revolving Advances plus the L/C Amount outstanding to any one
Borrower exceeds such Borrower’s Borrowing Base, the Borrowers shall (i) first, immediately prepay
the Revolving Advances to the extent necessary to eliminate such excess; and (ii) if prepayment in
full of the Revolving Advances is insufficient to eliminate such excess, pay to the Lender in
immediately available funds for deposit in the Special Account an amount equal to the remaining
excess. Except as provided in Section 2.5, any voluntary or mandatory prepayment received by the
Lender under this Agreement may be applied to the Indebtedness, in such order and in such amounts
as the Lender in its sole discretion may determine from time to time.



     Section 2.12 Revolving Advances to Pay Indebtedness. Notwithstanding the terms of
Section 2.1, the Lender may, in its discretion at any time or from time to time, without a
Borrower’s request and even if the conditions set forth in Section
4.2 would not be satisfied, make a Revolving Advance in an amount equal to the portion of the
Indebtedness from time to time due and payable, and may deliver the proceeds of any such Revolving
Advance to Wells Fargo Merchant Services, L.L.C. in satisfaction of any unpaid obligations due to
Wells Fargo Merchant Services, L.L.C.



     Section 2.13 Use of Proceeds. Each Borrower shall use the proceeds of Advances and
each Letter of Credit to repay existing debt obligations of the Borrowers and for ordinary working
capital purposes.



     Section 2.14 Liability Records. The Lender may maintain from time to time, at its
discretion, records as to the Indebtedness. All entries made on any such record shall be presumed
correct until the Borrowers establish the contrary. Upon the Lender’s demand, the Borrowers will
admit and certify in writing the exact principal balance of the Indebtedness that the Borrowers
then assert to be outstanding. Any billing statement or accounting rendered by the



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Lender shall be
conclusive and fully binding on the Borrowers unless the Borrowers give the Lender specific written
notice of exception within 30 days after receipt.



ARTICLE III




SECURITY INTEREST; OCCUPANCY; SETOFF




     Section 3.1 Grant of Security Interest. Each Borrower hereby pledges, assigns and
grants to the Lender for the benefit of itself and as agent for Wells Fargo Merchant Services,
L.L.C., a lien and security interest (collectively referred to as the “Security Interest”) in the
Collateral, as security for the payment and performance of (a) all present and future Indebtedness
of such Borrower to the Lender; (b) all obligations of such Borrower and rights of the Lender under
this Agreement; and (c) all present and future obligations of such Borrower to the Lender of other
kinds. Upon request by the Lender, the Borrowers will grant to the Lender, for the benefit of
itself and as agent for Wells Fargo Merchant Services, L.L.C. a security interest in all commercial
tort claims that any Borrower may have against any Person.



     Section 3.2 Notification of Account Debtors and Other Obligors. The Lender may at any
time (whether or not a Default Period then exists) notify any account debtor or other Person
obligated to pay the amount due that such right to payment has been assigned or transferred to the
Lender for security and shall be paid directly to the Lender. The Borrowers will join in giving
such notice if the Lender so requests. At any time after the Borrowers or the Lender give such
notice to an account debtor or other obligor, the Lender may, but need not, in the Lender’s name or
in any Borrower’s name, demand, sue for, collect or receive any money or property at any time
payable or receivable on account of, or securing, any such right to payment, or grant any extension
to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the
obligations (including collateral obligations) of any such account debtor or other obligor. The
Lender may, in the Lender’s name
or in any Borrower’s name, as such Borrower’s agent and attorney-in-fact, notify the United
States Postal Service to change the address for delivery of the Borrower’s mail to any address
designated by the Lender, otherwise intercept such Borrower’s mail, and receive, open and dispose
of such Borrower’s mail, applying all Collateral as permitted under this Agreement and holding all
other mail for such Borrower’s account or forwarding such mail to such Borrower’s last known
address.



     Section 3.3 Assignment of Insurance. As additional security for the payment and
performance of the Indebtedness, the Borrowers hereby assign to the Lender any and all monies
(including proceeds of insurance and refunds of unearned premiums) due or to become due under, and
all other rights of the Borrowers with respect to, any and all policies of insurance now or at any
time hereafter covering the Collateral or any evidence thereof or any business records or valuable
papers pertaining thereto, and the Borrowers hereby direct the issuer of any such policy to pay all
such monies directly to the Lender. At any time, whether or not a Default Period then exists, the
Lender may (but need not), in the Lender’s name or in any of the Borrowers’ names, execute and
deliver proofs of claim, receive all such monies, endorse checks and other instruments representing
payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of
any such policy. Any monies received as payment for any loss under any insurance policy mentioned
above (other than liability insurance policies) or as payment of any award or compensation for
condemnation or taking by eminent domain, shall be



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paid over to the Lender to be applied, at the
option of the Lender, either to the prepayment of the Indebtedness or shall be disbursed to the
Borrowers under staged payment terms reasonably satisfactory to the Lender for application to the
cost of repairs, replacements or restorations. Any such repairs, replacements or restorations
shall be effected with reasonable promptness and shall be of a value at least equal to the value of
the items or property destroyed prior to such damage or destruction.



     Section 3.4 Occupancy.



     (a) Each Borrower hereby irrevocably grants to the Lender the right to take exclusive
possession of the Premises at any time during a Default Period without notice or consent.



     (b) The Lender may use the Premises only to hold, process, manufacture, sell, use, store,
liquidate, realize upon or otherwise dispose of goods that are Collateral and for other purposes
that the Lender may in good faith deem to be related or incidental purposes.



     (c) The Lender’s right to hold the Premises shall cease and terminate upon the earlier of (i)
payment in full and discharge of all Indebtedness and termination of the Credit Facility, and (ii)
final sale or disposition of all goods constituting Collateral and delivery of all such goods to
purchasers.



     (d) The Lender shall not be obligated to pay or account for any rent or other compensation for
the possession, occupancy or use of any of the Premises; provided, however, that if
the Lender does pay or account for any rent or other compensation for the possession, occupancy or
use of any of the Premises, the Borrowers shall reimburse the Lender promptly for
the full amount thereof. In addition, the Borrowers will pay, or reimburse the Lender for,
all taxes, fees, duties, imposts, charges and expenses at any time incurred by or imposed upon the
Lender by reason of the execution, delivery, existence, recordation, performance or enforcement of
this Agreement or the provisions of this Section 3.4.



     Section 3.5 License. Without limiting the generality of any other Security Document,
each Borrower hereby grants to the Lender a non-exclusive, worldwide and royalty-free license to
use or otherwise exploit all Intellectual Property Rights of such Borrower for the purpose of: (a)
completing the manufacture of any in-process materials during any Default Period so that such
materials become saleable Inventory, all in accordance with the same quality standards previously
adopted by such Borrower for its own manufacturing and subject to such Borrower’s reasonable
exercise of quality control; and (b) selling, leasing or otherwise disposing of any or all
Collateral during any Default Period.



     Section 3.6 Financing Statement. Each Borrower authorizes the Lender to file from
time to time, such financing statements against collateral described as “all personal property” or
“all assets” or describing specific items of collateral including commercial tort claims as the
Lender deems necessary or useful to perfect the Security Interest. All financing statements filed
before the date hereof to perfect the Security Interest were authorized by the Borrowers and are
hereby re-authorized. A carbon, photographic or other reproduction of this Agreement or of any
financing statements signed by the Borrowers is sufficient as a financing statement and may be
filed as a financing statement in any state to perfect the security interests granted hereby. For



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this purpose, the Borrowers represent and warrant that the following information is true and
correct:


Name and address of Debtors:



Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375

Lone Tree, Colorado 80124

Federal Employer Identification Number: 84-1453033

Organizational Identification Number: CO 19981028215



Excell Personnel Services Corporation

33 N. Dearborn Street, Suite 400

Chicago, Illinois 60602

Federal Employer Identification Number: 36-3492005

Organizational Identification Number: IL 54509723



Friendly Advanced Software Technology, Inc.

700 Veterans Hwy., Suite 220

Hauppauge, New York 11788

Federal Employer Identification Number: 11-3161967

Organizational Identification Number: None



Temporary Placement Service, Inc.

300 West Emery Street, Suite 205

Dalton, GA 30720

Federal Employer Identification Number: 58-1092189

Organizational Identification Number: GA J306676



Southeastern Staffing, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 59-2084282

Organizational Identification Number: FL F30734



Southeastern Personnel Management, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 59-1821837

Organizational Identification Number: FL 506946



Main Line Personnel Services, Inc.

100 Presidential Blvd North, Suite 200

Bala Cynwyd, Pennsylvania 19004

Federal Employer Identification Number: 23-1695159

Organizational Identification Number: PA 216070




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Bay HR, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 20-0095053

Organizational Identification Number: FL P03000072205



Southeastern Georgia HR, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 58-2115503

Organizational Identification Number: GA K414959



Southeastern Staffing II, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 81-0595020

Organizational Identification Number: FL P03000004865



Southeastern Staffing III, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 81-0595021

Organizational Identification Number: FL P03000004863



Southeastern Staffing IV, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 81-0595022

Organizational Identification Number: FL P03000004866



Southeastern Staffing V, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 81-0595023

Organizational Identification Number: FL P03000004862



Southeastern Staffing VI, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618

Federal Employer Identification Number: 81-0595025

Organizational Identification Number: FL P03000004860




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Name and address of Secured Party:



Wells Fargo Bank, National Association,

acting through its Wells Fargo Business Credit operating division

MAC C7300-210

1740 Broadway

Denver, Colorado 80274




     Section 3.7 Setoff. The Lender may at any time or from time to time, at its sole
discretion and without demand and without notice to anyone, setoff any liability owed to any
Borrower by the Lender, whether or not due, against any Indebtedness, whether or not due. In
addition, each other Person holding a participating interest in any Indebtedness shall have the
right to appropriate or setoff any deposit or other liability then owed by such Person to any
Borrower, whether or not due, and apply the same to the payment of said participating interest, as
fully as if such Person had lent directly to such Borrower the amount of such participating
interest.



     Section 3.8 Collateral. This Agreement does not contemplate a sale of accounts,
contract rights or chattel paper, and, as provided by law, the Borrowers are entitled to any
surplus and shall remain liable for any deficiency. The Lender’s duty of care with respect to
Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises
reasonable care in physically keeping such Collateral, or in the case of Collateral in the custody
or possession of a bailee or other third Person, exercises reasonable care in the selection of the
bailee or other third Person, and the Lender need not otherwise preserve, protect, insure or care
for any Collateral. The Lender shall not be obligated to preserve any rights the Borrowers may
have against prior parties, to realize on the Collateral at all or in any particular manner or
order or to apply any cash proceeds of the Collateral in any particular order of application. The
Lender has no obligation to clean-up or
otherwise prepare the Collateral for sale. The Borrowers waive any right they may have to
require the Lender to pursue any third Person for any of the Indebtedness.



ARTICLE IV




CONDITIONS OF LENDING




     Section 4.1 Conditions Precedent to the Initial Advances and Letter of Credit. The
Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued
shall be subject to the condition precedent that the Lender shall have received all of the
following, each properly executed by the appropriate party and in form and substance satisfactory
to the Lender:



     (a) This Agreement.



     (b) The Fifth Amended and Restated Revolving Note.



     (c) The First Amended and Restated Term Note.



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     (d) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C
Application for each Letter of Credit that the Borrowers wish to have issued thereunder.



     (e) A true and correct copy of any and all leases pursuant to which any Borrower is leasing
the Premises, together with a landlord’s disclaimer and consent with respect to each such lease.



     (f) The Wholesale Lockbox and Collection Account Agreement.



     (g) A separate Guaranty, properly executed by each of Southeastern Staffing, II, Inc.,
Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and
Southeastern Staffing VI, Inc. pursuant to which each of them unconditionally guarantees full and
prompt payment of all Indebtedness.



     (h) An Assignment Separate from Certificate from the Public Parent with respect to shares of
stock of Global owned by the Public Parent and received by the Public Parent upon the completion of
the merger of Global Merger Corp. with and into Global.



     (i) Current searches of appropriate filing offices showing that (i) no Liens have been filed
and remain in effect against the Borrowers except Permitted Liens or Liens held by Persons who have
agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release
or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed
all financing statements necessary to perfect the Security Interest, to the extent the Security
Interest is capable of being perfected by filing.



     (j) A Certificate of the Secretary or Assistant Secretary of Global Employment Solutions,
Inc., Excell Personnel Services Corporation, Friendly Advanced Software Technology,
Inc., Temporary Placement Service, Inc., Southeastern Staffing, Inc., Southeastern Personnel
Management, Inc., Main Line Personnel Services, Inc., Bay HR, Inc. and Southeastern Georgia HR,
Inc. (each, a “Prior Borrower” and collectively, the “Prior Borrowers”) certifying as to (i) the
resolutions of the board of Directors of each Prior Borrower approving the execution, delivery and
performance of this Agreement, any Guaranty as amended by this Agreement and any Loan Document
executed in connection with this Agreement, (ii) the fact that the bylaws of the Prior Borrowers,
which were certified and previously delivered to the Lender, continue in full force and effect and
have not been amended or modified, (iii) the fact that the Articles of Incorporation or the
Certificate of Incorporation, as the case may be, of the Prior Borrowers, which were certified and
previously delivered to the Lender, continue in full force and effect and have not been otherwise
amended or modified, except as otherwise noted in and delivered to the Lender in connection with
the certificate, and (iv) certifying that the Officers and agents of the Prior Borrowers who have
been certified to the Lender pursuant to a Certificate of Authority for Amendment (Global
Employment Solutions, Inc. and Subsidiaries), dated as of March 31, 2006, as being authorized to
sign and to act on behalf of each Prior Borrower continue to be so authorized or, if there has been
any change in the identity of such Officers or agents or their authority, setting forth the sample
signatures of each of the Officers and agents of the Prior Borrowers authorized to execute and
deliver this Agreement and the Loan Documents not previously executed and all other



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instruments,
documents, agreements, and certificates, including Advance requests, on behalf of the Prior
Borrowers.



     (k) A Certificate of Authority for each of Southeastern Staffing, II, Inc., Southeastern
Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern
Staffing VI, Inc., each properly executed and complete with resolutions and Constituent Documents.



     (l) A current certificate issued by the Secretaries of State of all appropriate jurisdictions,
certifying that each Borrower is in compliance with all applicable organizational requirements of
the State of such Borrower’s formation.



     (m) A certificate of an Officer of each of Southeastern Staffing, II, Inc., Southeastern
Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern
Staffing VI, Inc. confirming, in his personal capacity, the representations and warranties set
forth in Article V, properly executed by an officer of the New Borrowers.



     (n) A Supplemental Secretary’s Certificate for each of Southeastern Staffing, II, Inc.,
Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and
Southeastern Staffing VI, Inc., properly executed and complete with an incumbency signature.



     (o) A Pledge Agreement by each of Southeastern Staffing, II, Inc., Southeastern Staffing III,
Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI,
Inc. in favor of the Lender, duly executed by such New Borrower, including all stock certificates.



     (p) A Patent and Trademark Security Agreement by each of Southeastern Staffing, II, Inc.,
Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc.
and Southeastern Staffing VI, Inc. in favor of the Lender, each duly executed by such New
Borrower.



     (q) A Copyright Security Agreement by each of Southeastern Staffing, II, Inc., Southeastern
Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern
Staffing VI, Inc. in favor of the Lender, each duly executed by such New Borrower.



     (r) An Amendment to Guarantor Documents by Global Employment Holdings, Inc.



     (s) An opinion of counsel to Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc.,
Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc.



     (t) With respect to Southeastern Staffing, II, Inc., Southeastern Staffing III, Inc.,
Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and Southeastern Staffing VI, Inc,
certificates of the insurance required hereunder, with all hazard insurance containing a lender’s
loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender
as an additional insured.



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     (u) Evidence that each Borrower is duly licensed or qualified to transact business in all
jurisdictions where the character of the property owned or leased or the nature of the business
transacted by it makes such licensing or qualification necessary.



     (v) Payment of all fees due under the terms of this Agreement through the date of the initial
Advance or the Term Advance, or the issuance of any Letter of Credit hereunder, and payment of all
expenses incurred by the Lender through such date that are required to be paid by the Borrowers
under this Agreement.



     (w) A Customer Identification Information form from each of Southeastern Staffing, II, Inc.,
Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V, Inc. and
Southeastern Staffing VI, Inc. and such other forms and verification as the Lender may need to
comply with the U.S.A. Patriot Act.



     (x) An Affidavit Regarding Out-of-State Execution of Credit and Security Agreement and Notes
(for Florida Borrowers).



     (y) Such other documents as the Lender in its sole discretion may require.



     Section 4.2 Conditions Precedent to All Advances and Letters of Credit. The Lender’s
obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to
the further conditions precedent that:



     (a) the representations and warranties contained in Article V are correct on and as of the
date of such Advance or issuance of a Letter of Credit as though made on and as of such date,
except to the extent that such representations and warranties relate solely to an earlier date; and



     (b) no event has occurred and is continuing, or would result from such Advance or issuance of
a Letter of Credit which constitutes a Default or an Event of Default.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




     The Borrowers represent and warrant to the Lender as follows:



     Section 5.1 Existence and Power; Name; Chief Executive Office; Inventory and Equipment
Locations; Federal Employer Identification Number and Organizational Identification Number.
Each Borrower is a corporation, duly organized, validly existing and in good standing under the
laws of the State listed in the first paragraph of this Agreement and is duly licensed or qualified
to transact business in all jurisdictions where the character of the property owned or leased or
the nature of the business transacted by it makes such licensing or qualification necessary. Each
Borrower has all requisite power and authority to conduct its business, to own its properties and
to execute and deliver, and to perform all of its obligations under, the Loan Documents. During
its existence, each Borrower has done business solely under the names set forth in Schedule 5.1.
Each Borrower’s chief executive office and principal place of business is located at the address
set forth in Schedule 5.1, and all of each Borrower’s records relating to its business or the
Collateral are kept at that location. All Inventory and Equipment of such



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Borrower is located at
that location or at one of the other of such Borrower’s locations listed in Schedule 5.1. Each
Borrower’s federal employer identification number and organization identification number are
correctly set forth in Section 3.6.



     Section 5.2 Capitalization. Schedule 5.2 constitutes a correct and complete list of
all ownership interests of the Borrowers and rights to acquire ownership interests including the
record holder, number of interests and percentage interests on a fully diluted basis, and an
organizational chart showing the ownership structure of all Subsidiaries of the Borrowers.



     Section 5.3 Authorization of Borrowing; No Conflict as to Law or Agreements. The
execution, delivery and performance by the Borrowers of the Loan Documents and the borrowings from
time to time hereunder have been duly authorized by all necessary corporate action and do not and
will not (i) require any consent or approval of the Borrowers’ Owners; (ii) require any
authorization, consent or approval by, or registration, declaration or filing with, or notice to,
any governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign, or any third party, except such authorization, consent, approval, registration,
declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof;
(iii) violate any provision of any law, rule or regulation (including Regulation X of the Board of
Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in
effect having applicability to the Borrowers or of the Borrowers’ Constituent Documents; (iv)
result in a breach of or constitute a default under any indenture or loan or credit agreement or
any other material agreement, lease or instrument to
which any Borrower is a party or by which it or its properties may be bound or affected; or
(v) result in, or require, the creation or imposition of any Lien (other than the Security
Interest) upon or with respect to any of the properties now owned or hereafter acquired by any
Borrower.



     Section 5.4 Legal Agreements. This Agreement constitutes and, upon due execution by
the Borrowers, the other Loan Documents will constitute the legal, valid and binding obligations of
the Borrowers, enforceable against the Borrowers in accordance with their respective terms, except
as such enforceability may be affected by applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally and by principles of equity.



     Section 5.5 Subsidiaries. Except as set forth in Schedule 5.5 hereto, the Borrowers
have no Subsidiaries.



     Section 5.6 Financial Condition; No Adverse Change. Each Borrower has furnished to
the Lender its audited financial statements for its fiscal year ended January 1, 2006 and unaudited
financial statements for the fiscal-year-to-date period ended May 28, 2006, and those statements
fairly present such Borrower’s financial condition on the dates thereof and the results of its
operations and cash flows for the periods then ended and were prepared in accordance with GAAP.
Since the date of the most recent financial statements, there has been no material adverse change
in such Borrower’s business, properties or condition (financial or otherwise).



     Section 5.7 Litigation. Except as set forth in Schedule 5.7, there are no actions,
suits or proceedings pending or, to any Borrower’s knowledge, threatened against or affecting any
Borrower or any of its Affiliates or the properties of any Borrower or any of its Affiliates before



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any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which, if determined adversely to any Borrower or any of its Affiliates, would
have a material adverse effect on the financial condition, properties or operations of any Borrower
or any of its Affiliates.



     Section 5.8 Regulation U. No Borrower is engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will
be used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.



     Section 5.9 Taxes. Except as set forth on Schedule 5.9, each Borrower and its
Subsidiaries have paid or caused to be paid to the proper authorities when due all federal, state
and local taxes required to
be withheld by each of them. Each Borrower and its Subsidiaries have filed all federal, state
and local tax returns which to the knowledge of the Officers of such Borrower or any Affiliate, as
the case may be, are required to be filed, and each Borrower and its Subsidiaries have paid or
caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any
assessment received by any of them to the extent such taxes have become due.



     Section 5.10 Titles and Liens. The Borrowers have good and absolute title to all
Collateral free and clear of all Liens other than Permitted Liens. No financing statement naming
any Borrower as debtor is on file in any office except to perfect only Permitted Liens.



     Section 5.11 Intellectual Property Rights.



     (a) Owned Intellectual Property. Schedule 5.11 is a complete list of all patents,
applications for patents, trademarks, applications to register trademarks, service marks,
applications to register service marks, mask works, trade dress and copyrights for which any
Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on
Schedule 5.11, (i) such Borrower owns the Owned Intellectual Property free and clear of all
restrictions (including covenants not to sue a third party), court orders, injunctions, decrees,
writs or Liens, whether by written agreement or otherwise, (ii) no Person other than such Borrower
owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual
Property is valid, subsisting and enforceable and (iv) such Borrower has taken all commercially
reasonable action necessary to maintain and protect the Owned Intellectual Property.



     (b) Agreements with Employees and Contractors. Each Borrower has entered into a legally
enforceable agreement with each of its employees and subcontractors obligating each such Person to
assign to such Borrower, without any additional compensation, any Intellectual Property Rights
created, discovered or invented by such Person in the course of such Person’s employment or
engagement with such Borrower (except to the extent prohibited by law), and further requiring such
Person to cooperate with such Borrower, without any additional compensation, in connection with
securing and enforcing any Intellectual Property Rights therein; provided, however,
that the foregoing shall not apply with respect to employees and



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subcontractors whose job
descriptions are of the type such that no such assignments are reasonably foreseeable.




     (c) Intellectual Property Rights Licensed from Others. Schedule 5.11 is a complete list of
all agreements under which any Borrower has licensed Intellectual Property Rights from another
Person (“Licensed Intellectual Property”) other than readily available, non-negotiated licenses of
computer software and other intellectual property used solely for performing accounting, word
processing and similar administrative tasks (“Off-the-shelf Software”) and a summary of any ongoing
payments such Borrower is obligated
to make with respect thereto. Except as disclosed on Schedule 5.11 and in written agreements,
copies of which have been given to the Lender, such Borrower’s licenses to use the Licensed
Intellectual Property are free and clear of all restrictions, Liens, court orders, injunctions,
decrees, or writs, whether by written agreement or otherwise. Except as disclosed on Schedule
5.11, no Borrower is obligated or under any liability whatsoever to make any payments of a material
nature by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to,
any Intellectual Property Rights.



     (d) Other Intellectual Property Needed for Business. Except for Off-the-shelf Software and as
disclosed on Schedule 5.11, the Owned Intellectual Property and the Licensed Intellectual Property
constitute all Intellectual Property Rights used or necessary to conduct any Borrower’s business as
it is presently conducted or as such Borrower reasonably foresees conducting it.



     (e) Infringement. Except as disclosed on Schedule 5.11, no Borrower has knowledge of, nor has
received any written claim or notice alleging, any Infringement of another Person’s Intellectual
Property Rights (including any written claim that any Borrower must license or refrain from using
the Intellectual Property Rights of any third party) nor, to the knowledge of any Borrower, is
there any threatened claim or any reasonable basis for any such claim.



     Section 5.12 Plans. Except as disclosed to the Lender in writing prior to the date
hereof, neither any Borrower nor any ERISA Affiliate (a) maintains or has maintained any Pension
Plan, (b) contributes or has contributed to any Multiemployer Plan or (c) provides or has provided
post-retirement medical or insurance benefits with respect to employees or former employees (other
than benefits required under Section 601 of ERISA, Section 4980B of the IRC or applicable state
law). Neither any Borrower nor any ERISA Affiliate has received any notice or has any knowledge to
the effect that it is not in full compliance with any of the requirements of ERISA, the IRC or
applicable state law with respect to any Plan. No Reportable Event exists in connection with any
Pension Plan. Each Plan which is intended to qualify under the IRC is so qualified, and no fact or
circumstance exists which may have an adverse effect on the Plan’s tax-qualified status. Neither
any Borrower nor any ERISA Affiliate has (i) any accumulated funding deficiency (as defined in
Section 302 of ERISA and Section 412 of the IRC) under any Plan, whether or not waived, (ii) any
liability under Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal,
reorganization or other event under any Multiemployer Plan or (iii) any liability or knowledge of
any facts or circumstances which could result in any liability to the Pension Benefit Guaranty
Corporation, the Internal Revenue Service, the Department of



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Labor or any participant in connection
with any Plan (other than routine claims for benefits under the Plan).



     Section 5.13 Default. Each Borrower is in compliance with all provisions of all
agreements, instruments, decrees and orders to which it is a party or by which it or its property
is bound or affected, the
breach or default of which could have a material adverse effect on any Borrower’s financial
condition, properties or operations.



     Section 5.14 Environmental Matters.



     (a) Except as disclosed on Schedule 5.14, there are not present in, on or under the Premises
any Hazardous Substances in such form or quantity as to create any material liability or obligation
for either any Borrower or the Lender under the common law of any jurisdiction or under any
Environmental Law, and no Hazardous Substances have ever been stored, buried, spilled, leaked,
discharged, emitted or released in, on or under the Premises in such a way as to create any such
material liability.



     (b) Except as disclosed on Schedule 5.14, no Borrower has disposed of Hazardous Substances in
such a manner as to create any material liability under any Environmental Law.



     (c) Except as disclosed on Schedule 5.14, there have not existed in the past, nor are there
any threatened or impending requests, claims, notices, investigations, demands, administrative
proceedings, hearings or litigation relating in any way to the Premises or any Borrower, alleging
material liability under, violation of, or noncompliance with any Environmental Law or any license,
permit or other authorization issued pursuant thereto.



     (d) Except as disclosed on Schedule 5.14, the Borrowers’ businesses are and have in the past
always been conducted in accordance with all Environmental Laws and all licenses, permits and other
authorizations required pursuant to any Environmental Law and necessary for the lawful and
efficient operation of such businesses are in the Borrowers’ possession and are in full force and
effect, nor has any Borrower been denied insurance on grounds related to potential environmental
liability. No permit required under any Environmental Law is scheduled to expire within 12 months
and there is no threat that any such permit will be withdrawn, terminated, limited or materially
changed.



     (e) Except as disclosed on Schedule 5.14, the Premises are not and never have been listed on
the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability
Information System or any similar federal, state or local list, schedule, log, inventory or
database.



     (f) Each Borrower has delivered to the Lender all environmental assessments, audits, reports,
permits, licenses and other documents describing or relating in any way to the Premises or such
Borrower’s businesses.



     Section 5.15 Submissions to the Lender. All financial and other information provided
to the Lender by or on behalf of the Borrowers in connection with any Borrower’s request for the
credit facilities contemplated hereby (i) is true and correct in all material respects when
provided and for the period covered thereby, (ii) does not omit any material fact necessary to make
such



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information not misleading when provided and for the period covered thereby and, (iii) as to
projections, valuations or
proforma financial statements, presents a good faith opinion as to such projections,
valuations and proforma condition and results as of the date provided and for the period covered
thereby.



     Section 5.16 Financing Statements. The Borrowers have authorized the filing of
financing statements sufficient when filed to perfect the Security Interest and the other security
interests created by the Security Documents. When such financing statements are filed in the
offices noted therein, the Lender will have a valid and perfected security interest in all
Collateral which is capable of being perfected by filing financing statements. None of the
Collateral is or will become a fixture on real estate, unless a sufficient fixture filing is in
effect with respect thereto.



     Section 5.17 Rights to Payment. Each right to payment and each instrument, document,
chattel paper and other agreement constituting or evidencing Collateral is (or, in the case of all
future Collateral, will be when arising or issued) the valid, genuine and legally enforceable
obligation, subject to no defense, setoff or counterclaim, of the account debtor or other obligor
named therein or in any Borrower’s records pertaining thereto as being obligated to pay such
obligation.



     Section 5.18 Financial Solvency. Except as set forth on Schedule 5.18, both before
and after giving effect to all of the transactions contemplated in the Loan Documents, no Borrower
or its Affiliates:



     (a) Was or will be “insolvent”, as that term is used and defined in Section 101(32) of the
United States Bankruptcy Code and Section 2 of the Uniform Fraudulent Transfer Act;



     (b) Has unreasonably small capital or is engaged or about to engage in a business or a
transaction for which any remaining assets of such Borrower or such Affiliate are unreasonably
small;



     (c) By executing, delivering or performing its obligations under the Loan Documents or other
documents to which it is a party or by taking any action with respect thereto, intends to, nor
believes that it will, incur debts beyond its ability to pay them as they mature;



     (d) By executing, delivering or performing its obligations under the Loan Documents or other
documents to which it is a party or by taking any action with respect thereto, intends to hinder,
delay or defraud either its present or future creditors; and



     (e) At this time contemplates filing a petition in bankruptcy or for an arrangement or
reorganization or similar proceeding under any law of any jurisdiction, nor, to the best knowledge
of any Borrower, is the subject of any actual, pending or threatened bankruptcy, insolvency or
similar proceedings under any law of any jurisdiction.



     Section 5.19 Mortgages. No Borrower has mortgaged any Premises.



     Section 5.20 Borrower Property. No property of any Borrower, including Inventory, is
either in the possession of, or being stored with, any Person other than such Borrower.



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     Section 5.21 Secured Subordinated Debt. The inclusion of Southeastern Staffing II,
Inc., Southeastern Staffing III, Inc., Southeastern Staffing IV, Inc., Southeastern Staffing V,
Inc. and Southeastern Staffing VI, Inc. as Borrowers under this Agreement does not and will not
violate or conflict with, or cause any default or event of default to occur under, any document
evidencing the Secured Subordinated Debt.



ARTICLE VI




COVENANTS




     So long as the Indebtedness shall remain unpaid, or the Credit Facility shall remain
outstanding, the Borrowers will comply with the following requirements, unless the Lender shall
otherwise consent in writing:



     Section 6.1 Reporting Requirements. Each Borrower will deliver, or cause to be
delivered, to the Lender each of the following, which shall be in form and detail acceptable to the
Lender:



     (a) Annual Financial Statements. As soon as available, and in any event within 120 days after
the end of each fiscal year of the Public Parent, the Public Parent’s audited consolidated
financial statements for such fiscal year with the unqualified opinion of independent certified
public accountants selected by the Public Parent and acceptable to the Lender, which annual
financial statements shall include the Public Parent’s balance sheet as at the end of such fiscal
year and the related statements of the Public Parent’s income, retained earnings and cash flows for
the fiscal year then ended, prepared, if the Lender so requests, on a consolidated basis to include
any Subsidiaries, all in reasonable detail and prepared in accordance with GAAP, together with (i)
copies of all management letters prepared by such accountants and (ii) a certificate of the Public
Parent’s chief financial officer stating that such financial statements have been prepared in
accordance with GAAP, fairly represent the Public Parent’s financial position and the results of
its operations, and whether or not such Officer has knowledge of the occurrence of any Default or
Event of Default and, if so, stating in reasonable detail the facts with respect thereto.



     (b) Monthly Financial Statements. As soon as available and in any event within (i) 20 days
after the end of each month that does not fall at the end of a fiscal quarter and (ii) 25 days
after the end of each month that falls at the end of a fiscal quarter, the unaudited/internal
balance sheet and statements of income and retained earnings of the Public Parent as at the end of
and for such month and for the year to
date period then ended, prepared, if the Lender so requests, on a consolidating and
consolidated basis to include any Subsidiaries, in reasonable detail and stating in comparative
form the figures for the corresponding date and periods in the previous year, all prepared in
accordance with GAAP, subject to year-end audit adjustments and which fairly represent the Public
Parent’s financial position and the results of its operations; and accompanied by a certificate of
each Borrower’s chief financial officer, substantially in the form of Exhibit C hereto stating (i)
that such financial statements have been prepared in accordance with GAAP, without footnotes,
subject to year-end audit adjustments, and fairly represent the Public Parent’s and such Borrower’s
financial position and the results of its operations, (ii) setting forth each Borrower’s Book Net
Worth for the month then ended, (iii) whether or not



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such Officer has knowledge of the occurrence
of any Default or Event of Default not theretofore reported and remedied and, if so, stating in
reasonable detail the facts with respect thereto, and (iv) all relevant facts in reasonable detail
to evidence, and the computations as to, whether or not the Borrowers are in compliance with the
Financial Covenants.



     (c) Collateral Reports. Within 15 days after the end of each month or more frequently if the
Lender so requires, the agings of such Borrower’s accounts receivable and its accounts payable, and
a calculation of each Borrower’s Accounts, Eligible Accounts, and Eligible Unbilled Accounts as at
the end of such month or shorter time period.



     (d) Projections. No later than 30 days before the last day of each fiscal year of each
Borrower, each Borrower’s projected balance sheets, income statements, statements of cash flow and
projected Availability for each month of the succeeding fiscal year, each in reasonable detail,
representing such Borrower’s good faith projections. Such items will be certified by the Officer
who is such Borrower’s chief financial officer as being the most accurate projections available and
identical to the projections used by such Borrower for internal planning purposes and be delivered
with a statement of underlying assumptions and such supporting schedules and information as the
Lender may in its discretion require.



     (e) Supplemental Reports. Each Borrower shall provide, not later than Tuesday of each week,
for the prior week: reporting of collections, reporting of sales, work completed but not as yet
billed, credit memos, and an accounts receivable aging (summary page only), together with a
Borrowing Base reconciliation report.



     (f) Litigation. Promptly after the commencement thereof, notice in writing of all litigation
and of all proceedings before any governmental or regulatory agency affecting any Borrower (i) of
the type described in Section 5.14(c) or (ii) which seek a monetary recovery against any Borrower
in excess of $100,000.



     (g) Defaults. As promptly as practicable (but in any event not later than five business days) after an
Officer of any Borrower obtains knowledge of the occurrence of any Default or Event of Default, the
Borrowers will deliver to the Lender notice of such occurrence, together with a detailed statement
by a responsible Officer of any Borrower of the steps being taken by the Borrowers to cure the
effect thereof.



     (h) Plans. As soon as possible, and in any event within 30 days after any Borrower knows or
has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a
statement signed by the Officer who is such Borrower’s chief financial officer setting forth
details as to such Reportable Event and the action which such Borrower proposes to take with
respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit
Guaranty Corporation. As soon as possible, and in any event within 10 days after such Borrower
fails to make any quarterly contribution required with respect to any Pension Plan under Section
412(m) of the IRC, such Borrower will deliver to the Lender a statement signed by the Officer who
is such Borrower’s chief financial officer setting forth details as to such failure and the action
which such Borrower proposes to take with respect thereto, together with a copy of any notice of
such failure required to be provided to the Pension Benefit Guaranty Corporation. As soon as
possible, and in any event within ten days after any Borrower knows or



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has reason to know that it
has or is reasonably expected to have any liability under Sections 4201 or 4243 of ERISA for any
withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan, such
Borrower will deliver to the Lender a statement of such Borrower’s chief financial officer setting
forth details as to such liability and the action which such Borrower proposes to take with respect
thereto.



     (i) Disputes. Promptly upon knowledge thereof, notice of (i) any disputes or claims by any
Borrower’s customers exceeding $50,000 individually, and (ii) any goods returned to or recovered by
any Borrower.



     (j) Officers and Directors. Promptly upon knowledge thereof, notice of any change in the
persons constituting such Borrower’s Officers and Directors.



     (k) Collateral. Promptly upon knowledge thereof, notice of any loss of or material damage to
any Collateral or of any substantial adverse change in any Collateral or the prospect of payment
thereof.



     (l) Commercial Tort Claims. Promptly upon knowledge thereof, notice of any commercial tort
claims such Borrower may bring against any Person, including the name and address of each
defendant, a summary of
the facts, an estimate of such Borrower’s damages, copies of any complaint or demand letter
submitted by such Borrower, and such other information as the Lender may request.



     (m) Intellectual
Property.




     (i) 30 days prior written notice of such Borrower’s intent to acquire material
Intellectual Property Rights; except for transfers permitted under Section 6.17, such
Borrower will give the Lender 30 days prior written notice of its intent to dispose of
material Intellectual Property Rights and upon request shall provide the Lender with copies
of all proposed documents and agreements concerning such rights.




     (ii) Promptly upon knowledge thereof, notice of (A) any Infringement of such Borrower’s
Intellectual Property Rights by others, (B) claims that such Borrower is Infringing another
Person’s Intellectual Property Rights and (C) any threatened cancellation, termination or
material limitation of its Intellectual Property Rights.




     (iii) Promptly upon receipt, copies of all registrations and filings with respect to
such Borrower’s Intellectual Property Rights.



     (n) Reports to Owners. Promptly upon their distribution, copies of all financial statements,
reports and proxy statements which such Borrower or the Public Parent shall have sent to its
Owners.



     (o) SEC Filings. Promptly after the sending or filing thereof, copies of all regular and
periodic reports which such Borrower and the Public Parent shall file with the Securities and
Exchange Commission or any national securities exchange.



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     (p) Violations of Law. Promptly upon knowledge thereof, notice of any Borrower’s violation of
any law, rule or regulation, the non-compliance with which could materially and adversely affect
the financial condition, properties or operations of such Borrower.



     (q) Worker’s Compensation. Promptly upon knowledge thereof, each Borrower shall provide
notice of any material increase in the number of or severity of worker’s compensation claims, and
in any event immediately if the aggregate of all such worker’s compensation claims of all Borrowers
exceeds $3,000,000.



     (r) Other
Reports. From time to time, with reasonable promptness, any and all receivables schedules,
collection reports, deposit records, equipment schedules, proof of services rendered to account
debtors, and such other material, reports, records or information as the Lender may request.



     Section 6.2 Financial Covenants.



     (a) Minimum Net Income. The Borrowers on a consolidated basis including all Subsidiaries and
the Public Parent will achieve during each period described below, Net Income greater than the
amount set forth opposite such period (numbers appearing between “< >” are negative):



	 	 	 	 	 
	Period
	 	Minimum Net Income
	The six months ending July 2, 2006
	 	$	<1,000,000>	 
	The nine months ending October 1, 2006
	 	$	300,000	 
	The twelve months ending December 31, 2006
	 	$	1,550,000	 






     (b) Minimum
Book Net Worth. Each Borrower will maintain, determined as at the end of each
calendar month, its Book Net Worth at an amount not less than $200,000; provided, however, that a
Borrower may have a Book Net Worth of less than $200,000 at the end of a calendar month if such
Borrower’s Accounts were not included in the Borrowers’ most recent reports submitted to the Lender
pursuant to Section 6.1(e). The Borrowers will maintain, on a consolidated basis including all
Subsidiaries and the Public Parent, determined as at the end of each calendar month set forth
below, their Book Net Worth (calculated without regard to any increase in the common or preferred
shareholders’ equity of the Public Parent as a result of the conversion or exercise of any
securities owned by any of the holders of the Secured Subordinated Debt or the holders of preferred
or common stock as of March 31, 2006) at an amount not less than the amount set forth below
opposite each such month (numbers appearing between “< >” are negative):



	 	 	 	 	 
	 	 	Minimum Book
	Period
	 	Net Worth
	 The month ending July 2, 2006
	 	$	<21,624,000>	 
	The month ending July 30, 2006
	 	$	<21,433,000>	 






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	 	 	Minimum Book
	Period
	 	Net Worth
	The month ending August 27, 2006
	 	$	<21,230,000>	 
	 The month ending October 1, 2006
	 	$	<20,890,000>	 
	The month ending October 29, 2006
	 	$	<20,722,000>	 
	The month ending November 26, 2006
	 	$	<20,580,000>	 
	The month ending December 31, 2006
and each fiscal month thereafter
	 	$	<20,206,000>	 






     (c) Capital Expenditures. The Borrowers will not incur or contract to incur Capital
Expenditures of more than $800,000 in the aggregate during fiscal year 2006 and $200,000 thereafter
until new Financial Covenants are set pursuant to Section 6.2(e).



     (d) Minimum Availability. The average monthly Availability, with respect to all Borrowers on a
consolidated basis, measured on the last day of each month, shall exceed $2,000,000.



     (e) New
Covenants. On or before December 31, 2006, the Borrowers and the Lender shall
negotiate in good faith new covenant levels for Section 6.2 that (i) the Borrowers shall be
required to maintain for periods after December 31, 2006, based upon the Borrowers’ projections for
such period, and (ii) shall be no less favorable to the Lender than the levels from the prior
periods.



     Section 6.3 Permitted Liens; Financing Statements.



     (a) No Borrower will create, incur or suffer to exist any Lien upon or of any of its assets,
now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation
of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):




     (i) In the case of any Borrower’s property which is not Collateral, covenants,
restrictions, rights, easements and minor irregularities in title which do not materially
interfere with any Borrower’s business or operations as presently conducted;




     (ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing
indebtedness for borrowed money permitted under this Agreement;




     (iii) The Security Interest and Liens created by the Security Documents;




     (iv) Liens securing repayment of any Subordinated Debt;




     (v) Purchase money Liens relating to the acquisition of machinery and equipment of any
Borrower not exceeding the lesser of cost or fair market value thereof



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not exceeding $100,000 for any one purchase and so long as no Default Period is then in
existence and none would exist immediately after such acquisition; and




     (vi) Liens in respect of judgments or awards for which appeals or proceedings for
review are being prosecuted and in respect of which a stay of execution upon any such appeal
or proceeding for review shall have been secured, provided that (i) such Person shall have
established adequate reserves for such judgments or awards in accordance with GAAP, (ii)
such judgments or awards shall be fully insured (subject to deductibles) and the insurer
shall not have denied coverage, or (iii) such judgments or awards shall have been bonded to
the satisfaction of the Lender.



     (b) No Borrower will amend any financing statements in favor of the Lender except as permitted
by law. Any authorization by the Lender to any Person to amend financing statements in favor of
the Lender shall be in writing.



     Section 6.4 Indebtedness. No Borrower will incur, create, assume or permit to exist
any indebtedness or liability on account of deposits or advances or any indebtedness for borrowed
money or letters of credit issued on any Borrower’s behalf, or any other indebtedness or liability
evidenced by notes, bonds, debentures or similar obligations, except:



     (a) Any existing or future Indebtedness or any other obligations of the Borrowers to the
Lender;



     (b) Any indebtedness of the Borrowers in existence on the date hereof and listed in Schedule
6.4 hereto;



     (c) Any indebtedness relating to Permitted Liens; and



     (d) Any indebtedness relating to Capital Expenditures permitted under Section 6.2(c).



     Section 6.5 Guaranties. No Borrower will assume, guarantee, endorse or otherwise
become directly or contingently liable in connection with any obligations of any other Person,
except:



     (a) The endorsement of negotiable instruments by the Borrowers for deposit or collection or
similar transactions in the ordinary course of business;



     (b) Guaranties, endorsements and other direct or contingent liabilities in connection with the
obligations of other Persons, in existence on the date hereof and listed in Schedule 6.5 hereto;



     (c) Guaranties of the Secured Subordinated Debt; and



     (d) Guaranties by Global of Premises leased by any of the Borrowers (i) prior to the date
hereof or (ii) after the date hereof, provided that no Event of Default has occurred and is
continuing or will occur immediately following any such guaranty.




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     Section 6.6 Investments and Subsidiaries. No Borrower will make or permit to exist
any loans or advances to, or make any investment or acquire any interest whatsoever in, any other
Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially
any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:



     (a) Investments in direct obligations of the United States of America or any agency or
instrumentality thereof whose obligations constitute full faith and credit obligations of the
United States of America having a maturity of one year or less, commercial paper issued by U.S.
corporations rated “A-1” or “A-2” by Standard & Poor’s Ratings Services or “P-1” or “P-2” by
Moody’s Investors Service or certificates of deposit or bankers’ acceptances having a maturity of
one year or less issued by members of the Federal Reserve System having deposits in excess of
$100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the
Federal Deposit Insurance Corporation);



     (b) Travel advances or loans to the Borrowers’ Officers and employees not exceeding at any one
time an aggregate of $50,000;



     (c) Advances in the form of progress payments, prepaid rent not exceeding three months or
security deposits; and



     (d) Current investments in the Subsidiaries in existence on the date hereof and listed in
Schedule 5.5 hereto.



     Section 6.7 Dividends and Distributions. No Borrower will declare or pay any
dividends (other than dividends payable solely in stock of such Borrower) on any class of its stock
or the Public Parent’s stock or make any payment on account of the purchase, redemption or other
retirement of any shares of such stock or any indebtedness or liability of the Public Parent or any
Borrower evidenced by or related to notes, bonds, debentures or other securities or similar
obligations, including the agreements, instruments and documents evidencing the Secured
Subordinated Debt, or make any distribution in respect thereof, either directly or indirectly;
provided, however, that so long as no Event of Default has occurred and is
continuing or will occur as a result of or immediately following any such payment, (a) the
Borrowers may declare and pay dividends to their corporate parents that are Borrowers, (b) Global
may declare and pay dividends to the Public Parent up to five days prior to the due date of each
scheduled payment (but not prepayment) of interest under the Secured Subordinated Debt in an amount
equal to such scheduled payment and (c) Global may pay dividends to the Public Parent in an amount
up to $1,300,000 in the aggregate for the payment of the fees and penalties (but in no event for
the payment of any amounts related to redemption) due and payable to the holders of the Secured
Subordinated Debt, the holders of the Public Parent’s Series A Preferred Stock and the holders of
the Public Parent’s common stock pursuant to the Registration Rights Agreements, the Public
Parent’s Senior Secured Convertible
Notes, each dated as of March 31, 2006, payable to the order of the holders of the Secured
Subordinated Debt, in the original aggregate principal amount of $30,000,000 and the Note
Securities Purchase Agreement by and among Global and the holders of the Secured Subordinated Debt,
so long as Global has delivered to the Lender prior written notice that such fees or penalties will
be due and payable, which notice shall be



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delivered to the Lender at least five Business Days prior
to the date on which such payment is due.



     Section 6.8 Salaries. So long as the Public Parent’s board of Directors has an active
subcommittee reviewing and approving compensation for the Borrowers’ Officers, no Borrower will be
considered to pay excessive or unreasonable salaries, bonuses, commissions, consultant fees or
other compensation; provided, however, that if the Public Parent’s board of Directors does not have
an active subcommittee reviewing and approving compensation for the Borrowers’ Officers, no
Borrower will pay excessive or unreasonable salaries, bonuses, commissions, consultant fees or
other compensation, or increase the salary, bonus, commissions, consultant fees or other
compensation of any Director, Officer or consultant, or any member of their families, by more than
ten percent (10%) in any one year, either individually or for all such persons in the aggregate, or
pay any such increase from any source other than profits earned in the year of payment.



     Section 6.9 Books and Records; Collateral Examination, Inspection and Appraisals.



     (a) Each Borrower will keep accurate books of record and account for itself pertaining to the
Collateral and pertaining to such Borrower’s business and financial condition and such other
matters as the Lender may from time to time request in which true and complete entries will be made
in accordance with GAAP and, upon the Lender’s request, will permit any officer, employee,
attorney, accountant or other agent of the Lender to audit, review, make extracts from or copy any
and all company and financial books and records of such Borrower at all times during ordinary
business hours, to send and discuss with account debtors and other obligors requests for
verification of amounts owed to the Borrower and to discuss such Borrower’s affairs with any of its
Directors, Officers, employees or agents.



     (b) Each Borrower hereby irrevocably authorizes all accountants and third parties to disclose
and deliver to the Lender or its designated agent, at the Borrowers’ expense, all financial
information, books and records, work papers, management reports and other information in their
possession regarding any Borrower.



     (c) Each Borrower will permit the Lender or its employees, accountants, attorneys or agents,
to examine and inspect any Collateral or any other property of any Borrower at any time during
ordinary business hours.



     Section 6.10 Account Verification.



     (a) The Lender or its agent may at any time and from time to time send or require each
Borrower to send requests for verification of accounts or notices of assignment to account debtors
and other obligors. The Lender or its agent may also at any time and from time to time telephone
account debtors and other obligors to verify accounts.



     (b) Each Borrower shall pay when due each account payable due to a Person holding a Permitted
Lien (as a result of such payable) on any Collateral.



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     Section 6.11 Compliance with Laws.



     (a) Each Borrower shall (i) comply, and cause each Subsidiary to comply, with the requirements
of applicable laws and regulations, the non-compliance with which would materially and adversely
affect its business or its financial condition and (ii) use and keep the Collateral, and require
that others use and keep the Collateral, only for lawful purposes, without violation of any
federal, state or local law, statute or ordinance.



     (b) Without limiting the foregoing undertakings, each Borrower specifically agrees that it
will comply, and cause each Subsidiary to comply, with all applicable Environmental Laws and obtain
and comply with all permits, licenses and similar approvals required by any Environmental Laws, and
will not generate, use, transport, treat, store or dispose of any Hazardous Substances in such a
manner as to create any material liability or obligation under the common law of any jurisdiction
or any Environmental Law.



     (c) Each Borrower shall (i) ensure, and cause each Subsidiary to ensure, that no Owner shall
be listed on the Specially Designated Nationals and Blocked Person List or other similar lists
maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or
included in any Executive Orders, (ii) not use or permit the use of the proceeds of the Credit
Facility or any other financial accommodation from the Lender to violate any of the foreign asset
control regulations of OFAC or other applicable law, (iii) comply, and cause each Subsidiary to
comply, with all anti-money laundering and anti-terrorism financing laws and regulations, as
amended from time to time, applicable to such Borrower, and (iv) otherwise comply with the USA
Patriot Act as required by federal law and the Lender’s policies and practices.



     Section 6.12 Payment of Taxes and Other Claims. Each Borrower will pay or discharge,
when due, (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its
income or profits, upon any properties belonging to it (including the Collateral) or upon or
against the creation, perfection or continuance of the Security Interest, prior to the date on
which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by
it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon any properties of such Borrower; provided, that such Borrower shall not be
required to pay any such tax, assessment, charge or claim whose amount, applicability or validity
is being contested in good faith by appropriate proceedings and for which proper reserves have been
made, and (d) all taxes
(including withholding taxes and other payroll taxes), benefit payments and other amounts
required to be paid on behalf of any Person pursuant to any of its Employee Service Agreements.



     Section 6.13 Maintenance of Properties.



     (a) Each Borrower will keep and maintain the Collateral and all of its other properties
necessary or useful in its business in good condition, repair and working order (normal wear and
tear excepted) and will from time to time replace or repair any worn, defective or broken parts;
provided, however, that nothing in this covenant shall prevent such Borrower from
discontinuing the operation and maintenance of any of its properties if such discontinuance is, in
such Borrower’s judgment, desirable in the conduct of such Borrower’s business and not



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disadvantageous in any material respect to the Lender. Each Borrower will take all commercially
reasonable steps necessary to protect and maintain its Intellectual Property Rights.



     (b) Each Borrower will defend the Collateral against all Liens, claims or demands of all
Persons (other than the Lender) claiming the Collateral or any interest therein. Each Borrower
will keep all Collateral free and clear of all Liens except Permitted Liens. Each Borrower will
take all commercially reasonable steps necessary to prosecute any Person Infringing its
Intellectual Property Rights and to defend itself against any Person accusing it of Infringing any
Person’s Intellectual Property Rights.



     Section 6.14 Insurance. The Borrowers will obtain and at all times maintain insurance
with insurers acceptable to the Lender, in such amounts, on such terms (including any deductibles)
and against such risks as may from time to time be required by the Lender, but in all events in
such amounts and against such risks as is usually carried by companies engaged in similar business
and owning similar properties in the same general areas in which the Borrowers operate. Without
limiting the generality of the foregoing, the Borrowers will at all times maintain business
interruption insurance including coverage for force majeure and keep all tangible Collateral
insured against risks of fire (including so-called extended coverage), theft, collision (for
Collateral consisting of motor vehicles) and such other risks and in such amounts as the Lender may
reasonably request, with any loss payable to the Lender to the extent of its interest, and all
policies of such insurance shall contain a lender’s loss payable endorsement for the Lender’s
benefit. All policies of liability insurance required hereunder shall name the Lender as an
additional insured.



     Section 6.15 Preservation of Existence. Each Borrower will preserve and maintain its
existence and all of its rights, privileges and franchises necessary or desirable in the normal
conduct of its business and shall conduct its business in an orderly, efficient and regular manner.



     Section 6.16 Delivery of Instruments, etc. Upon request by the Lender, each Borrower will promptly deliver to the Lender in pledge all
instruments, documents and chattel paper constituting Collateral, duly endorsed or assigned by such
Borrower.



     Section 6.17 Sale or Transfer of Assets; Suspension of Business Operations. No
Borrower will sell, lease, assign, transfer or otherwise dispose of (i) the stock of any
Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest
therein (whether in one transaction or in a series of transactions) to any other Person other than
the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or
suspend business operations. No Borrower will transfer any part of its ownership interest in any
Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed
Intellectual Property to lapse, except that such Borrower may transfer such rights or permit such
agreements to lapse if it shall have reasonably determined that the applicable Intellectual
Property Rights are no longer useful in its business. If any Borrower transfers any Intellectual
Property Rights for value, such Borrower will pay over the proceeds to the Lender for application
to the Indebtedness. No Borrower will license any other Person to use any of such Borrower’s
Intellectual Property Rights, except that such Borrower may grant licenses in the ordinary course
of its business in connection with sales of Inventory or provision of services to its customers.



-45-









 





     Section 6.18 Consolidation and Merger; Asset Acquisitions. No Borrower will
consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire
(in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially
all the assets of any other Person.



     Section 6.19 Sale and Leaseback. No Borrower will enter into any arrangement,
directly or indirectly, with any other Person whereby any Borrower shall sell or transfer any real
or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease
as lessee such property or any part thereof or any other property which such Borrower intends to
use for substantially the same purpose or purposes as the property being sold or transferred.



     Section 6.20 Restrictions on Nature of Business. No Borrower will engage in any line
of business materially different from that presently engaged in by such Borrower and will not
purchase, lease or otherwise acquire assets not related to its business.



     Section 6.21 Accounting. No Borrower will adopt any material change in accounting
principles other than as required by GAAP. No Borrower will adopt, permit or consent to any change
in its fiscal year.



     Section 6.22 Discounts, etc. After notice from the Lender, no Borrower will grant any discount, credit or allowance to any
customer of such Borrower or accept any return of goods sold other than in the ordinary course of
business of such Borrower consistent with past practice. No Borrower will at any time modify,
amend, subordinate, cancel or terminate the obligation of any account debtor or other obligor of
such Borrower other than in the ordinary course of business of such Borrower consistent with past
practice.



     Section 6.23 Plans. Except as disclosed to the Lender in writing prior to the date
hereof, neither any Borrower nor any ERISA Affiliate will (i) adopt, create, assume or become a
party to any Pension Plan, (ii) incur any obligation to contribute to any Multiemployer Plan, (iii)
incur any obligation to provide post-retirement medical or insurance benefits with respect to
employees or former employees (other than benefits required by law) or (iv) amend any Plan in a
manner that would materially increase its funding obligations.



     Section 6.24 Place of Business; Name. No Borrower will transfer its chief executive
office or principal place of business, or move, relocate, close or sell any business location. No
Borrower will permit any tangible Collateral or any records pertaining to the Collateral to be
located in any state or area in which, in the event of such location, a financing statement
covering such Collateral would be required to be, but has not in fact been, filed in order to
perfect the Security Interest. No Borrower will change its name or jurisdiction of organization.



     Section 6.25 Constituent Documents; S Corporation Status. No Borrower will amend its
Constituent Documents or any documents relating to the Subordinated Debt. No Borrower will become
an S Corporation.



     Section 6.26 Performance by the Lender. If any Borrower at any time fails to perform
or observe any of the foregoing covenants contained in this Article VI or elsewhere herein, and if
such failure shall continue for a period of ten calendar days after the Lender gives Global written



-46-









 







notice thereof (or in the case of the agreements contained in Section 6.12 and Section 6.14,
immediately upon the occurrence of such failure, without notice or lapse of time), the Lender may,
but need not, perform or observe such covenant on behalf and in the name, place and stead of any
Borrower (or, at the Lender’s option, in the Lender’s name) and may, but need not, take any and all
other actions which the Lender may reasonably deem necessary to cure or correct such failure
(including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to
account debtors or other obligors, the procurement and maintenance of insurance, the execution of
assignments, security agreements and financing statements, and the endorsement of instruments); and
the Borrowers shall thereupon pay to the Lender on demand the amount of all monies expended and all
costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lender
in connection with or as a result of the performance or observance of such agreements or the taking
of such action by the Lender, together with interest thereon from the date expended or incurred at
the Default Rate. To facilitate the Lender’s performance or observance of such covenants of the
Borrowers, each Borrower hereby irrevocably appoints the Lender, or the Lender’s delegate,
acting alone, as such Borrower’s attorney in fact (which appointment is coupled with an interest)
with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver,
endorse or file in the name and on behalf of any Borrower any and all instruments, documents,
assignments, security agreements, financing statements, applications for insurance and other
agreements and writings required to be obtained, executed, delivered or endorsed by any Borrower
hereunder.



ARTICLE VII




EVENTS OF DEFAULT, RIGHTS AND REMEDIES




     Section 7.1 Events of Default. “Event of Default”, wherever used herein, means any
one of the following events:



     (a) Default in the payment of the Revolving Note, the Term Note, any Obligation of
Reimbursement, or any default with respect to any other Indebtedness due from the Borrowers to the
Lender as such Indebtedness becomes due and payable;



     (b) Default in the performance, or breach, of any covenant or agreement of any Borrower
contained in this Agreement;



     (c) An Overadvance arises as the result of any reduction in the Borrowing Base, or arises in
any manner on terms not otherwise approved of in advance by the Lender in writing;



     (d) A Change of Control shall occur;



     (e) Any Borrower or any Guarantor shall be or become insolvent, or admit in writing its or his
inability to pay its or his debts as they mature, or make an assignment for the benefit of
creditors; or any Borrower or any Guarantor shall apply for or consent to the appointment of any
receiver, trustee, or similar officer for it or him or for all or any substantial part of its or
his property; or such receiver, trustee or similar officer shall be appointed without the
application or consent of such Borrower or such Guarantor, as the case may be; or any Borrower or
any Guarantor shall institute (by petition, application, answer, consent or otherwise) any
bankruptcy,



-47-









 







insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation
or similar proceeding relating to it or him under the laws of any jurisdiction; or any such
proceeding shall be instituted (by petition, application or otherwise) against such Borrower or any
such Guarantor; or any judgment, writ, warrant of attachment or execution or similar process shall
be issued or levied against a substantial part of the property of any Borrower or any Guarantor;



     (f) Either (i) a petition shall be filed against any Borrower or any Guarantor under the
United States Bankruptcy Code or the laws of any other jurisdiction naming such Borrower or such
Guarantor as debtor if such petition has not been dismissed within 30 days of the filing of such
petition against such Person or (ii) a petition shall be filed by any Borrower or any Guarantor
under the United States Bankruptcy Code or the laws of any other jurisdiction naming such Borrower
or such Guarantor as debtor;



     (g) Any representation or warranty made by any Borrower in this Agreement, by any Guarantor in
any Guaranty delivered to the Lender, or by any Borrower (or any of its Officers) or any Guarantor
in any agreement, certificate, instrument or financial statement or other statement contemplated by
or made or delivered pursuant to or in connection with this Agreement or any such Guaranty shall be
incorrect in any material respect;



     (h) The rendering against any Borrower of an arbitration award, a final judgment, decree or
order for the payment of money not fully covered by insurance (other than deductibles not to exceed
$100,000 in the aggregate) in excess of $100,000 and the continuance of such arbitration award,
judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a
stay of execution;



     (i) A default under any bond, debenture, note or other evidence of material indebtedness in
excess of $100,000 of any Borrower owed to any Person other than the Lender, or under any indenture
or other instrument under which any such evidence of indebtedness has been issued or by which it is
governed, or under any material lease or other contract, and the expiration of the applicable
period of grace, if any, specified in such evidence of indebtedness, indenture, other instrument,
lease or contract;



     (j) Any Reportable Event, which the Lender determines in good faith might constitute grounds
for the termination of any Pension Plan or for the appointment by the appropriate United States
District Court of a trustee to administer any Pension Plan, shall have occurred and be continuing
30 days after written notice to such effect shall have been given to any Borrower by the Lender; or
a trustee shall have been appointed by an appropriate United States District Court to administer
any Pension Plan; or the Pension Benefit Guaranty Corporation shall have instituted proceedings to
terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or any Borrower
or any ERISA Affiliate shall have filed for a distress termination of any Pension Plan under Title
IV of ERISA; or any Borrower or any ERISA Affiliate shall have failed to make any quarterly
contribution required with respect to any Pension Plan under Section 412(m) of the IRC, which the
Lender determines in good faith may by itself, or in combination with any such failures that the
Lender may determine are likely to occur in the future, result in the imposition of a Lien on any
Borrower’s assets in favor of the Pension Plan; or any withdrawal, partial withdrawal,
reorganization or other event occurs with



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respect to a Multiemployer Plan which results or could
reasonably be expected to result in a material liability of such Borrower to the Multiemployer Plan
under Title IV of ERISA;



     (k) An event of default shall occur under any Security Document;



     (l) Default in the payment of any amount owed by any Borrower to the Lender other than any
Indebtedness arising hereunder;



     (m) Any Guarantor shall repudiate, purport to revoke or fail to perform any obligation under
such Guaranty in favor of the Lender, any individual Guarantor shall die or any other Guarantor
shall cease to exist;



     (n) Any Borrower shall take or participate in any action which would be prohibited under the
provisions of any Subordination Agreement or make any payment with respect to indebtedness that has
been subordinated pursuant to any Subordination Agreement;



     (o) (i) Howard Brill shall cease to be the Chief Executive Officer and President of Global or
the Executive Vice President of TPS, Excell, Main Line, SPM, Southeastern, BHR, SGHR or Friendly or
(ii) Daniel T. Hollenbach shall cease to be the Chief Financial Officer, Treasurer and Secretary of
Global or the Executive Vice President, Treasurer and Secretary of TPS, Excell, Main Line, SPM,
Southeastern, BHR, SGHR or Friendly, and in each case, such Borrower shall fail to employ a
replacement acceptable to the Lender in its sole discretion within 120 days of such cessation;
provided, however, that such cessation shall not constitute an Event of Default if the above-named
Officers fulfill similar functions in different positions or with different titles;



     (p) The Lender believes in good faith that the prospect of payment in full of any part of the
Indebtedness or that full performance by any Borrower under the Loan Documents, is impaired, or
that there has occurred any material adverse change in the business or financial condition of any
Borrower;



     (q) There has occurred any breach, default or event of default by, or attributable to, any
Affiliate under any agreement between the Affiliate and the Lender;



     (r) The indictment for a felony offence under state or federal law of (a) any Officer or
Guarantor or (b) any Director if (i) such indictment has not been dismissed within 30 days of the
indictment of such Director, (ii) such Director has not been relieved of his duties as a Director
within 30 days of such indictment or (iii) Global has failed, within 30 days of such indictment, to
take steps regarding such Director as deemed appropriate by the Lender in its sole discretion; or



     (s) A default or an event of default shall occur under any agreement, instrument or document
evidencing or related to (i) any securities issued by the Public Parent or (ii) any Subordinated
Debt.



     Section 7.2 Rights and Remedies. During any Default Period, the Lender may exercise
any or all of the following rights and remedies:



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     (a) The Lender may, by notice to Global, declare the Commitment to be terminated, whereupon
the same shall forthwith terminate;



     (b) The Lender may, by notice to Global, declare the Indebtedness to be forthwith due and
payable, whereupon all Indebtedness shall become and be forthwith due and payable, without
presentment, notice of dishonor, protest or further notice of any kind, all of which the Borrowers
hereby expressly waive;



     (c) The Lender may, without notice to the Borrowers and without further action, apply any and
all money owing by the Lender to any Borrower to the payment of the Indebtedness;



     (d) The Lender may exercise and enforce any and all rights and remedies available upon default
to a secured party under the UCC, including the right to take possession of Collateral, or any
evidence thereof, proceeding without judicial process or by judicial process (without a prior
hearing or notice thereof, which the Borrowers hereby expressly waive) and the right to sell, lease
or otherwise dispose of any or all of the Collateral (with or without giving any warranties as to
the Collateral, title to the Collateral or similar warranties), and, in connection therewith, the
Borrowers will on demand assemble the Collateral and make it available to the Lender at a place to
be designated by the Lender which is reasonably convenient to both parties;



     (e) The Lender may make demand upon the Borrowers and, forthwith upon such demand, the
Borrowers will pay to the Lender in immediately available funds for deposit in the Special Account
pursuant to Section 2.3(d). an amount equal to the aggregate maximum amount available to be drawn
under all Letters of Credit then outstanding, assuming compliance with all conditions for drawing
thereunder;



     (f) The Lender may exercise and enforce its rights and remedies under the Loan Documents;



     (g) The Lender may without regard to any waste, adequacy of the security or solvency of the
Borrowers, apply for the appointment of a receiver of the Collateral, to which appointment the
Borrowers hereby consent, whether or not foreclosure proceedings have been commenced under the
Security Documents and whether or not a foreclosure sale has occurred; and



     (h) The Lender may exercise any other rights and remedies available to it by law or agreement.



     If any Event of Default has occurred with respect to any Borrower, without limiting the
Lender’s other rights and remedies hereunder or at law, all Advances, if any, made to such Borrower
shall not be made to Global’s demand deposit account specified in Section 2.2 but rather shall be
directed to a separate account of such Borrower approved by Lender in its sole discretion, and such
Borrower shall not be permitted to deposit any portion of such Advance into Global’s demand deposit
account specified in Section 2.2.



     Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section
7.1(e) or (f), the Indebtedness shall be immediately due and payable automatically without



-50-









 







presentment, demand, protest or notice of any kind. If the Lender sells any of the Collateral on
credit, the Indebtedness will be reduced only to the extent of payments actually received. If the
purchaser fails to pay for the Collateral, the Lender may resell the Collateral and shall apply any
proceeds actually received to the Indebtedness.



     Section 7.3 Certain Notices. If notice to any Borrower of any intended disposition of Collateral or any other intended
action is required by law in a particular instance, such notice shall be deemed commercially
reasonable if given (in the manner specified in Section 8.3) at least ten calendar days before the
date of intended disposition or other action.



ARTICLE VIII




MISCELLANEOUS




     Section 8.1 No Waiver; Cumulative Remedies; Compliance with Laws. No failure or delay
by the Lender in exercising any right, power or remedy under the Loan Documents shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right, power or remedy
preclude any other or further exercise thereof or the exercise of any other right, power or remedy
under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not
exclusive of any remedies provided by law. The Lender may comply with any applicable state or
federal law requirements in connection with a disposition of the Collateral and such compliance
will not be considered adversely to affect the commercial reasonableness of any sale of the
Collateral.



     Section 8.2 Amendments, Etc. No amendment, modification, termination or waiver of any
provision of any Loan Document or consent to any departure by any Borrower therefrom or any release
of a Security Interest shall be effective unless the same shall be in writing and signed by the
Lender, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice to or demand on any Borrower in any case shall
entitle any Borrower to any other or further notice or demand in similar or other circumstances.



     Section 8.3 Notices; Communication of Confidential Information; Requests for
Accounting. Except as otherwise expressly provided herein, all notices, requests, demands and
other communications provided for under the Loan Documents shall be in writing and shall be (a)
personally delivered, (b) sent by first class United States mail, (c) sent by overnight courier of
national reputation, (d) transmitted by telecopy, or (e) sent as electronic mail, in each case
delivered or sent to the party to whom notice is being given to the business address, telecopier
number, or e mail address set forth below next to its signature or, as to each party, at such other
business address, telecopier number, or e mail address as it may hereafter designate in writing to
the other party pursuant to the terms of this Section. All such notices, requests, demands and
other communications shall be deemed to be an authenticated record communicated or given on (a) the
date received if personally delivered, (b) when deposited in the mail if delivered by mail, (c) the
date delivered to the courier if delivered by overnight courier, or (d) the date of transmission if
sent by telecopy or by e mail, except that notices or requests delivered to the Lender pursuant to
any of the provisions of Article II shall not be effective until received by the Lender. All
notices, financial information, or other business records sent by any party to this Agreement may
be transmitted, sent, or otherwise communicated via such medium specified
above as the sending party may deem appropriate and commercially reasonable; provided,
however, that the risk that the confidentiality or privacy of such notices, financial information,
or other business records sent by any party to this



-51-









 







Agreement may be compromised shall be borne
exclusively by the Borrowers. All requests for an accounting under Section 9-210 of the UCC (i)
shall be made in a writing signed by a Person authorized under Section 2.2(a), (ii) shall be
personally delivered, sent by registered or certified mail, return receipt requested, or by
overnight courier of national reputation, (iii) shall be deemed to be sent when received by the
Lender and (iv) shall otherwise comply with the requirements of Section 9-210. The Borrowers
request that the Lender respond to all such requests which on their face appear to come from an
authorized individual and release the Lender from any liability for so responding. The Borrowers
shall pay the Lender the maximum amount allowed by law for responding to such requests.



     Section 8.4 Further Documents. The Borrowers will from time to time execute, deliver,
endorse and authorize the filing of any and all instruments, documents, conveyances, assignments,
security agreements, financing statements, control agreements and other agreements and writings
that the Lender may reasonably request in order to secure, protect, perfect or enforce the Security
Interest or the Lender’s rights under the Loan Documents (but any failure to request or assure that
the Borrowers execute, deliver, endorse or authorize the filing of any such item shall not affect
or impair the validity, sufficiency or enforceability of the Loan Documents and the Security
Interest, regardless of whether any such item was or was not executed, delivered or endorsed in a
similar context or on a prior occasion).



     Section 8.5 Costs and Expenses. The Borrowers shall pay on demand all costs and
expenses, including reasonable attorneys’ fees, incurred by the Lender in connection with the
Indebtedness , this Agreement, the Loan Documents, any Letter of Credit and any other document or
agreement related hereto or thereto, and the transactions contemplated hereby, including all such
costs, expenses and fees incurred in connection with the negotiation, preparation, execution,
amendment, administration, performance, collection and enforcement of the Indebtedness and all such
documents and agreements and the creation, perfection, protection, satisfaction, foreclosure or
enforcement of the Security Interest.



     Section 8.6 Indemnity. In addition to the payment of expenses pursuant to Section
8.5, the Borrowers shall indemnify, defend and hold harmless the Lender, and any of its
participants, parent corporations, subsidiary corporations, affiliated corporations, successor
corporations, and all present and future officers, directors, employees, attorneys and agents of
the foregoing (the “Indemnitees”) from and against any of the following (collectively, “Indemnified
Liabilities”):




     (i) Any and all transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution and delivery of the Loan Documents or the
making of the Advances;




     (ii) Any claims, loss or damage to which any Indemnitee may be subjected if any
representation or warranty contained in Section 5.14 proves to be incorrect in any respect
or as a result of any violation of the covenant contained in Section 6.11(b); and



-52-









 






     (iii) Any and all other liabilities, losses, damages, penalties, judgments, suits,
claims, costs and expenses of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel) in connection with the foregoing and any other investigative,
administrative or judicial proceedings, whether or not such Indemnitee shall be designated a
party thereto, which may be imposed on, incurred by or asserted against any such Indemnitee,
in any manner related to or arising out of or in connection with the making of the Advances
and the Loan Documents or the use or intended use of the proceeds of the Advances.


If any investigative, judicial or administrative proceeding arising from any of the foregoing is
brought against any Indemnitee, upon such Indemnitee’s request, the Borrowers, or counsel
designated by the Borrowers and satisfactory to the Indemnitee, will resist and defend such action,
suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrowers’
sole costs and expense. Each Indemnitee will use its best efforts to cooperate in the defense of
any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold
harmless may be held to be unenforceable because it violates any law or public policy, the
Borrowers shall nevertheless make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law. The Borrowers’
obligations under this Section 8.6 shall survive the termination of this Agreement and the
discharge of the Borrowers’ other obligations hereunder.




     Section 8.7 Participants. The Lender and its participants, if any, are not partners
or joint venturers, and the Lender shall not have any liability or responsibility for any
obligation, act or omission of any of its participants. All rights and powers specifically
conferred upon the Lender may be transferred or delegated to any of the Lender’s participants,
successors or assigns.



     Section 8.8 Execution in Counterparts; Telefacsimile Execution. This Agreement and
other Loan Documents may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same instrument. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure
to deliver an original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.



     Section 8.9 Retention of the Borrowers’ Records. The Lender shall have no obligation
to maintain any electronic records or any documents, schedules, invoices, agings, or other papers
delivered to the Lender by the Borrowers or in connection with the Loan Documents for more than 30
days after receipt by the Lender. If
there is a special need to retain specific records, the Borrowers must inform the Lender of
its need to retain those records with particularity, which must be delivered in accordance with the
notice provisions of Section 8.3 within 30 days of the Lender taking control of same.



     Section 8.10 Binding Effect; Assignment; Complete Agreement; Sharing Information. The
Loan Documents shall be binding upon and inure to the benefit of the Borrowers and the Lender and
their respective successors and assigns, except that the Borrowers shall not have the



-53-









 







right to assign any of their respective rights thereunder or any interest therein without the Lender’s prior
written consent. To the extent permitted by law, the Borrowers waive and will not assert against
any assignee any claims, defenses or set-offs which the Borrowers could assert against the Lender.
This Agreement shall also bind all Persons who become a party to this Agreement as a borrower.
This Agreement, together with the Loan Documents, comprises the complete and integrated agreement
of the parties on the subject matter hereof and supersedes all prior agreements, written or oral,
on the subject matter hereof. To the extent that any provision of this Agreement contradicts other
provisions of the Loan Documents, this Agreement shall control. Without limiting the Lender’s right
to share information regarding the Borrowers and their Affiliates with the Lender’s participants,
accountants, lawyers and other advisors, the Lender may share any and all information they may have
in their possession regarding the Borrowers and their Affiliates, and the Borrowers waive any right
of confidentiality it may have with respect to such sharing of information.



     Section 8.11 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.



     Section 8.12 Headings. Article, Section and subsection headings in this Agreement are
included herein for convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.



     Section 8.13 Governing Law; Jurisdiction, Venue; Waiver of Jury Trial. The Loan
Documents shall be governed by and construed in accordance with the substantive laws (other than
conflict laws) of the State of Colorado . The parties hereto hereby (i) consent to the personal
jurisdiction of the state and federal courts located in the State of Colorado in connection with
any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is
not convenient; (iii) agree that any litigation initiated by the Lender or the Borrowers in
connection with this Agreement or the other Loan Documents may be venued in either the state or
federal courts located in the City and County of Denver, Colorado; and (iv) agree that a final
judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.



     Section 8.14 Attorneys’ Fees. References in the Loan Documents to fees and expenses of attorneys or counsel shall include
all such fees and expenses, whether incurred at the trial or appellate level, in an arbitration or
administrative proceeding, in bankruptcy (including, without limitation, any adversary proceeding,
contested matter or motion) or otherwise incurred.



     Section 8.15 Joint and Several Liability. All obligations of Global, Excell,
Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI under this
Agreement (including the Indebtedness), the Notes, the other Loan Documents, and any other
instrument, agreement or document delivered to the Lender by any of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI, shall be (a) joint and
several and (b) the primary obligation of each of Global, Excell, Friendly, TPS, Southeastern, SPM,
Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI. All references to the term “Borrower”
herein shall refer to each of Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR,
SGHR, SEII, SEIII, SEIV, SEV and SEVI separately and to all of them



-54-









 







jointly and all such Persons
shall be bound both severally and jointly with the others. The Indebtedness shall include all
debts, liabilities and obligations owed to the Lender by any of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI solely or by all or any of
them jointly or jointly and severally. Each of Global, Excell, Friendly, TPS, Southeastern, SPM,
Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI acknowledges and agrees that its joint and
several liability on the Indebtedness is absolute and unconditional and shall not in any manner be
affected or impaired by any acts or omissions whatsoever by the Lender, and without limiting the
generality of the foregoing, the joint and several liability of each of Global, Excell, Friendly,
TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI on the Indebtedness
shall not be impaired by any acceptance by the Lender of any other security for or guarantors upon
the Indebtedness or by any failure, neglect or omission on the Lender’s part to resort to any one
or all of Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII,
SEIV, SEV and SEVI’s payment of the Indebtedness or to realize upon or protect any collateral
security therefor. The joint and several liability of each of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI on the Indebtedness shall
not in any manner be impaired or affected by who receives or uses the proceeds of the Advances or
benefits of the Letters of Credit or for what purposes such credits and financial accommodations
are used, and each of Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII,
SEIII, SEIV, SEV and SEVI waives notice of Advance requests issued by, and Advances made to, any of
Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and
SEVI. Such joint and several liability of each of Global, Excell, Friendly, TPS, Southeastern,
SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI shall also not be impaired or affected
by (and the Lender, without notice to anyone, is hereby authorized to make from time to time) any
sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence,
alteration, substitution, exchange, change in, modification or disposition of any collateral
security for the Indebtedness or of any guaranty thereof. In order to enforce payment of the
Indebtedness, foreclose or otherwise realize on any Collateral, or exercise any other rights
granted hereunder or under any other Loan Document or under applicable law, the Lender shall be
under no obligation at any time to first resort to any Collateral, Liens, or any other property,
rights or remedies whatsoever, and the Lender shall have the right to enforce the
Indebtedness irrespective of whether or not other proceedings or steps are pending, seeking
resort to or realization upon or from any of the foregoing. Each of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI hereby agrees not to
exercise or enforce any right of exoneration, contribution, reimbursement, recourse, or subrogation
available to such Person against any other Person liable for payment of any Indebtedness, or as to
any security therefor, unless and until the Indebtedness have been paid and satisfied in full after
the expiration of all Letters of Credit, release by the Lender of the Security Interest and
termination of the Credit Facility. By its acceptance below, each of Global, Excell, Friendly,
TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI hereby expressly
waives and surrenders any defense to its joint and several liability on the Indebtedness based upon
any of the foregoing. All property described in the definition of “Collateral” shall be included
as Collateral, whether it is owned jointly by all or any of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI or is owned in whole or in
part by one (or more) of them. Notwithstanding anything herein to the contrary, the right of
recovery against each of Global,



-55-









 







Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR,
SEII, SEIII, SEIV, SEV and SEVI under this Agreement shall not exceed $1.00 less than the lowest
amount which would render such Person’s obligation under this Agreement void or voidable under
applicable law, including without limitation, fraudulent conveyance law. Notices from the Lender
sent pursuant to Section 8.3 to any of Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line,
BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI shall constitute notice to all. Directions,
instructions, actions, representations, warranties or covenants, including Advance requests and
requests for issuances of Letters of Credit, made by any of Global, Excell, Friendly, TPS,
Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI to the Lender shall be
binding on all and the Lender shall be entitled to conclusively presume that any action by any of
Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and
SEVI hereunder or under any Loan Document is taken on behalf of any one or more of them, as the
case may be, whether or not such Person so indicates.



[The remainder of this page intentionally left blank.]




-56-









 




THE BORROWERS AND THE LENDER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR
IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT.


Borrower’s Initials HB           
               
              ;
Lender’s Initials MET           
               
               .




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 	 	 
	                                                       
	Global Employment Solutions, Inc. 

10375 Park Meadows Dr., Suite 375

Lone Tree, Colorado 80124

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

	Attention: Chief Financial Officer

	 	 	 	By:	 	/s/ Howard Brill	 	 

	e-mail: dhollenbach@gesnetwork.com

	 	 	 	Name:
	 	 

Howard Brill
	 	 
	 

	 	 	 	Its:
	 	Chief Executive Officer and President	 	 
	 
	 	 	 	 	 	 	 	 
	                                                        
	                                                       
	c/o Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375

Lone Tree, Colorado 80124
	 	 	 	EXCELL PERSONNEL SERVICES
CORPORATION	 	 

	Facsimile: (303) 216-9533

	 	 	 	By:	 	/s/ Howard Brill	 	 

	 

	 	 	 	 	 	 	 	 
	Attention: Chief Financial Officer

	 	 	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	                                                        
	                                                       
	c/o Global Employment Solutions, Inc.
	 	 	 	SOUTHEASTERN STAFFING, INC.	 	 
	10375 Park Meadows Dr., Suite 375
	 	 	 	 	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 	 	 

	Facsimile: (303) 216-9533

	 	 	 	By:	 	/s/ Howard Brill	 	 

	 

	 	 	 	 	 	 	 	 
	Attention: Chief Financial Officer

	 	 	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	                                                        
	                                                       
	c/o Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375
	 	 	 	MAIN LINE PERSONNEL SERVICES,
INC.	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 	 	 

	Facsimile: (303) 216-9533

	 	 	 	By:	 	/s/ Howard Brill	 	 

	 

	 	 	 	 	 	 	 	 
	Attention: Chief Financial Officer

	 	 	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	 	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	                                                        
	                                                       
	c/o Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375
	 	 	 	FRIENDLY ADVANCED SOFTWARE
TECHNOLOGY, INC.	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 	 	 

	Facsimile: (303) 216-9533

	 	 	 	By:	 	/s/ Howard Brill	 	 

	 

	 	 	 	 	 	 	 	 
	Attention: Chief Financial Officer

	 	 	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	 	 	Its:
	 	Executive Vice President	 	 
	                                                        







Sig-1









 







	 	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	BAY HR, INC.
	10375 Park Meadows Dr., Suite 375
	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 
	Facsimile: (303) 216-9533
	 	 	 	 
	Attention: Chief Financial Officer

	 	By:	 	/s/ Howard Brill
	 

	 	 

	e-mail: dhollenbach@gesnetwork.com

	 	Name: 
	Howard Brill
	 

	 	Its: Executive Vice President

	 
	 	 	 	 
	 

	 	(SEAL)
	c/o Global Employment Solutions, Inc.

10375 Park Meadows Dr., Suite 375

Lone Tree, Colorado 80124

Facsimile: (303) 216-9533

Attention: Chief Financial Officer

e-mail: dhollenbach@gesnetwork.com	 	TEMPORARY PLACEMENT SERVICE, INC., f/k/a
Michaels & Associates, Inc. and successor
by merger to Temporary Placement Service,
Inc.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Howard Brill
	 

	 	 

	 

	 	Name:
	Howard Brill
	 

	 	Its: Executive Vice President

	 
	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN GEORGIA HR, INC.
	10375 Park Meadows Dr., Suite 375
	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill
	 

	 	 

	Attention: Chief Financial Officer

	 	Name:
	Howard Brill
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President

	 
	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.
	10375 Park Meadows Dr., Suite 375
	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill
	 

	 	 

	Attention: Chief Financial Officer

	 	Name:
	Howard Brill
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President

	 
	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN STAFFING II, INC.
	10375 Park Meadows Dr., Suite 375
	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill
	 

	 	 

	Attention: Chief Financial Officer

	 	Name:
	Howard Brill
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President







 Sig-2




 









 







	 	 	 	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN STAFFING III, INC.	 	 
	10375 Park Meadows Dr., Suite 375
	 	 	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill	 	 
	 

	 	 
	 	 
	Attention: Chief Financial Officer

	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN STAFFING IV, INC.	 	 
	10375 Park Meadows Dr., Suite 375
	 	 	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill	 	 
	 

	 	 
	 	 
	Attention: Chief Financial Officer

	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN STAFFING V, INC.	 	 
	10375 Park Meadows Dr., Suite 375
	 	 	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill	 	 
	 

	 	 
	 	 
	Attention: Chief Financial Officer

	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	c/o Global Employment Solutions, Inc.	 	SOUTHEASTERN STAFFING VI, INC.	 	 
	10375 Park Meadows Dr., Suite 375
	 	 	 	 	 	 
	Lone Tree, Colorado 80124
	 	 	 	 	 	 
	Facsimile: (303) 216-9533

	 	By:	 	/s/ Howard Brill	 	 
	 

	 	 
	 	 
	Attention: Chief Financial Officer

	 	Name:
	 	Howard Brill	 	 
	e-mail: dhollenbach@gesnetwork.com

	 	Its: Executive Vice President
	 	 
	 
	 	 	 	 	 	 
	Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division
	MAC-C7300-210
	 	 	 	 	 	 
	1740 Broadway

	 	By:	 	/s/ Martin E. Tracy	 	 
	 

	 	 
	 	 
	Denver, Colorado 80274

	 	Name:
	 	Martin E. Tracy	 	 
	Telecopier: (303) 863-4904

	 	Its: Vice President
	 	 
	Attention: Martin E. Tracy
	 	 	 	 	 	 
	e-mail: martin.e.tracy@wellsfargo.com
	 	 	 	 	 	 


















 








Table of Exhibits and Schedules




	 	 	 
	Exhibit A

	 	Form of Fifth Amended and Restated Revolving Note
	 
	 	 
	Exhibit B

	 	Form of First Amended and Restated Term Note
	 
	 	 
	Exhibit C

	 	Compliance Certificate
	 
	 	 
	Exhibit D

	 	Premises
	 
	 	 
	Schedule 5.1

	 	Trade Names, Chief Executive Office, Principal Place of
Business, and Locations of Collateral
	 
	 	 
	Schedule 5.2

	 	Capitalization and Organizational Chart
	 
	 	 
	Schedule 5.5

	 	Subsidiaries
	 
	 	 
	Schedule 5.7

	 	Litigation Matters
	 
	 	 
	Schedule 5.9

	 	Tax Matters
	 
	 	 
	Schedule 5.11

	 	Intellectual Property Disclosures
	 
	 	 
	Schedule 5.14

	 	Environmental Matters
	 
	 	 
	Schedule 5.18

	 	Financial Solvency
	 
	 	 
	Schedule 6.3

	 	Permitted Liens
	 
	 	 
	Schedule 6.4

	 	Permitted Indebtedness
	 
	 	 
	Schedule 6.5

	 	Guaranties







 










 







Exhibit A to Amended and Restated Credit and Security Agreement




FIFTH AMENDED AND RESTATED REVOLVING NOTE




			
	$15,000,000
	 	Denver, Colorado

July 24, 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 Michaels & 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”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”),
SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a
Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”),
SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”), and SOUTHEASTERN STAFFING VI, INC., a
Florida corporation (“SEVI”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR,
SGHR, SEII, SEIII, SEIV, SEV and SEVI 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 Fifth Amended and Restated Revolving
Note is fully paid at the rate from time to time in effect under the Amended and Restated Credit
and Security Agreement dated the same date as this Fifth Amended and Restated Revolving Note (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 Fifth Amended and
Restated Revolving Note may be prepaid only in accordance with the Credit Agreement.



     This Fifth 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, the Third Amended and Restated Revolving Note dated as of January 31, 2005,
payable to the order of the Lender in the original



A-1









 







principal amount of $10,000,000 and the Fourth Amended and Restated Revolving Note dated as of
March 31, 2006, payable to the order of the Lender in the original principal amount of $15,000,000,
and is issued pursuant to, and is subject to, the Credit Agreement, which provides, among other
things, for acceleration hereof. This Fifth Amended and Restated Revolving Note is the Revolving
Note referred to in the Credit Agreement. This Fifth 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 the Borrowers
hereunder are joint and several.



     The Borrowers shall pay all costs of collection, including reasonable attorneys’ fees and
legal expenses if this Fifth 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:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	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 Michaels &
Associates, Inc. and
successor by merger to
Temporary Placement Service,
Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

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

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

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

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 






A-2









 






	 	 	 	 	 	 	 	 	 
	BAY HR, INC.	 	SOUTHEASTERN STAFFING II, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President (SEAL)
	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING III, INC.	 	SOUTHEASTERN STAFFING IV, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING V, INC.	 	SOUTHEASTERN STAFFING VI, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 






A-3









 






Exhibit B to Amended and Restated Credit and Security Agreement




FIRST AMENDED AND RESTATED TERM NOTE




			
	$5,000,000
	 	Denver, Colorado

July 24, 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 Michaels & 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”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”),
SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III, INC., a
Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida corporation (“SEIV”),
SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”), and SOUTHEASTERN STAFFING VI, INC., a
Florida corporation (“SEVI”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR,
SGHR, SEII, SEIII, SEIV, SEV, and SEVI, 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 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 First Amended and Restated Term Note is fully paid
at the rate from time to time in effect under the Amended and Restated Credit and Security
Agreement dated the same date as this First Amended and Restated Term Note (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 First Amended and Restated Term Note may be
prepaid only in accordance with the Credit Agreement.



     This First Amended and Restated Term Note is issued in replacement of and in substitution for,
but not in repayment of, the Term Note dated as of March 31, 2006, payable to the order of the
Lender in the original principal amount of $5,000,000, and is issued pursuant to, and is subject
to, the Credit Agreement, which provides, among other things, for acceleration hereof. This First
Amended and Restated Term Note is the Term Note referred to in the Credit Agreement. This First
Amended and Restated Term Note is secured, among other things,



B-1









 







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 First Amended and Restated 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:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	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 Michaels &
Associates, Inc. and
successor by merger to
Temporary Placement Service, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

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

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

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

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 






B-2









 






	 	 	 	 	 	 	 	 	 
	BAY HR, INC.	 	SOUTHEASTERN STAFFING II, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its: 



(SEAL)

	 	Executive Vice President 


	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING III, INC.	 	SOUTHEASTERN STAFFING IV, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING V, INC.	 	SOUTHEASTERN STAFFING VI, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: Howard Brill	 	Name: Howard Brill	 	 
	Its:

	 	Executive Vice President
	 	Its:
	 	Executive Vice President	 	 






B-3









 






Exhibit C to Amended and Restated Credit and Security Agreement




COMPLIANCE CERTIFICATE




	 	 	 
	To:

	 	Wells Fargo Business Credit
	Date:

	 	                                        , 200___
	Subject:

	 	Financial Statements






     In accordance with our Amended and Restated Credit and Security Agreement dated as of July 24,
2006 (the “Credit Agreement”), attached are the financial statements, as required under the Credit
Agreement, of Global Employments 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”), 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”), Southeastern Georgia HR, Inc., a Georgia corporation (“SGHR”), Southeastern Staffing II,
Inc., a Florida corporation (“SEII”), Southeastern Staffing III, Inc., a Florida corporation
(“SEIII”), Southeastern Staffing IV, Inc., a Florida corporation (“SEIV”), Southeastern Staffing V,
Inc., a Florida corporation (“SEV”), and Southeastern Staffing VI, Inc., a Florida corporation
(“SEVI”) (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII,
SEIV, SEV and SEVI each a “Borrower” and collectively the “Borrowers”) as of and for
                    , 200___ (the “Reporting Date”) and the year-to-date period then ended (the
“Current Financials”). All terms used in this certificate have the meanings given in the Credit
Agreement.



     I certify on behalf of each of the Borrowers that the Current Financials have been prepared in
accordance with GAAP, subject to year-end audit adjustments, and fairly present each Borrower’s
financial condition as of the date thereof.



     I further hereby certify as follows: Events of Default. (Check one):




	 	o	 	None of the undersigned has knowledge of the occurrence of a Default or Event of
Default under the Credit Agreement except as previously reported in writing to the
Lender.
	 
	 	o	 	The undersigned has knowledge of the occurrence of a Default or Event of Default
under the Credit Agreement not previously reported in writing to the Lender and
attached hereto is a statement of the facts with respect to thereto. The Borrowers
acknowledge that pursuant to Section 2.6(c) of the Credit Agreement, the Lender may
impose the Default Rate at any time during the resulting Default Period.






Material Adverse Change in Litigation Matters of the Borrowers. I further hereby
certify as follows (check one):



C-1









 






	 	o	 	None of the undersigned has knowledge of any material adverse change to the
litigation exposure of the Borrowers or any of their Guarantors or Affiliates.
	 
	 	o	 	The undersigned has knowledge of material adverse changes to the litigation exposure
of the Borrowers or any of their Guarantors or Affiliates not previously disclosed
in Schedule 5.7. Attached to this Certificate is a statement of the facts with
respect thereto.





     Financial Covenants. I further hereby certify as follows (check and complete each of
the following):



     1. Minimum Net Income. Pursuant to Section 6.2(a) of the Credit Agreement, the Borrowers’ Net
Income, on a consolidated basis including all Subsidiaries and the Public Parent, for the                      period ending on the Reporting Date, was $                    , which o satisfies o does not
satisfy the requirement that such amount be not less than $                     during such period as set
forth in the table below (numbers appearing between “< >” are negative):



	 	 	 	 	 
	Period	 	Minimum Net Income
	The six months ending July 2, 2006
	 	$	 <1,000,000>	
	The nine months ending October 1, 2006
	 	$	300,000	
	The twelve months ending December 31, 2006
	 	$	1,550,000	






     2. Minimum Book Net Worth.



     (a) Pursuant to Section 6.1(b) and Section 6.2(b) of the Credit Agreement, for the month
ending on the Reporting Date, each Borrower’s Book Net Worth was as follows:



	 	 	 
	Borrower	 	Book Net Worth for Month End
	Global Employment Solutions, Inc.
	 	$
	 
	 	 
	Excell Personnel Services Corporation
	 	$
	 
	 	 
	Friendly Advanced Software Technology, Inc.
	 	$
	 
	 	 
	Temporary Placement Service, Inc.
	 	$
	 
	 	 
	Southeastern Staffing, Inc.
	 	$
	 
	 	 
	Southeastern Personnel Management, Inc.
	 	$
	 
	 	 
	Main Line Personnel Services, Inc.
	 	$
	 
	 	 
	Bay HR, Inc.
	 	$
	 
	 	 
	Southeastern Georgia HR, Inc.
	 	$
	 
	 	 
	Southeastern Staffing II, Inc.
	 	$
	 
	 	 
	Southeastern Staffing III, Inc.
	 	$
	 
	 	 
	Southeastern Staffing IV, Inc.
	 	$
	 
	 	 
	Southeastern Staffing V, Inc.
	 	$
	 
	 	 
	Southeastern Staffing VI, Inc.
	 	$
	 
	 	 





C-2









 





For any Borrower with a Book Net Worth of less than $200,000 on the Reporting Date, such Borrower’s
Accounts o were o were not included in the Borrowers’ most recent reports submitted to the Lender
pursuant to Section 6.1(e) of the Credit Agreement, which o satisfies o does not satisfy the
requirement that each Borrower’s Book Net Worth be not less than $200,000 on the Reporting Date
unless such Borrower’s Accounts were not included in the Borrowers’ most recent reports submitted
to the Lender pursuant to Section 6.1(e) of the Credit Agreement.




     (b) Pursuant to Section 6.2(b) of the Credit Agreement, for the month ending on the Reporting
Date, the Borrowers Book Net Worth (calculated without regard to any increase in the common or
preferred shareholders’ equity of the Public Parent as a result of the conversion or exercise of
any securities owned by any of the holders of the Secured Subordinated Debt or the holders of
preferred or common stock as of March 31, 2006), on a consolidated basis including all Subsidiaries
and the Public Parent, was $                    , which o satisfies o does not satisfy the requirement that
such amount be not less than the applicable amount set forth in the table below on the Reporting
Date (numbers appearing between “< >” are negative):



	 	 	 
	Period	 	Minimum Book Net Worth
	The month ending July 2, 2006
	 	$<21,624,000>
	The month ending July 30, 2006
	 	$<21,433,000>
	The month ending August 27, 2006
	 	$<21,230,000>
	The month ending October 1, 2006
	 	$<20,890,000>
	The month ending October 29, 2006
	 	$<20,722,000>
	The month ending November 26, 2006
	 	$<20,580,000>
	The month ending December 31, 2006 and

each fiscal month thereafter
	 	$<20,206,000>






     3. Capital Expenditures. Pursuant to Section 6.2(c) of the Credit Agreement, for the
year-to-date period ending on the Reporting Date, the Borrowers have expended or contracted to
expend during the fiscal year ended                     , 200___, for Capital Expenditures,
$                     in the aggregate, which o satisfies o does not satisfy the requirement that such
expenditures not exceed (a) $800,000 in the aggregate during the fiscal year 2006 and (b) $200,000
after the fiscal year 2006 until new Financial Covenants are set pursuant to Section 6.2(e).



     4. Minimum Availability. Pursuant to Section 6.2(d) of the Credit Agreement, for the month
ending on the Reporting Date, the Borrowers’ average Availability, on a consolidated basis, was
$                    , which o satisfies o does not satisfy the requirement that the



C-3









 







Borrowers’ average Availability for such month measured on a consolidated basis exceed
$2,000,000.



     5. Salaries. As of the Reporting Date, either (a) the Public Parent’s board of Directors has
an active subcommittee reviewing and approving compensation for the Borrowers’ Officers which shall
be considered to result in no Borrower paying excessive or unreasonable salaries, bonuses,
commissions, consultant fees or other compensation, or (b) the Public Parent’s board of Directors
does not have an active subcommittee reviewing and approving compensation for the Borrowers’
Officers and no Borrower has paid excessive or unreasonable salaries, bonuses, commissions,
consultant fees or other compensation, or increased the salary, bonus, commissions, consultant fees
or other compensation of any Director, Officer or consultant, or any member of their families, by
more than 10% over the amount paid in such Borrower’s previous fiscal year, either individually or
for all such persons in the aggregate, or pay any such increase from any source other than profits
earned in the year of payment, and as a consequence the Borrowers o are o are not in compliance with
Section 6.8 of the Credit Agreement.



     Attached hereto are all relevant facts in reasonable detail to evidence, and the computations
of the financial covenants referred to above. These computations were made in accordance with
GAAP.



	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT SOLUTIONS, INC.	 	FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXCELL PERSONNEL SERVICES CORPORATION	 	TEMPORARY PLACEMENT SERVICE, INC.,
f/k/a Michaels & Associates, Inc.
and successor by merger to
Temporary Placement Service, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING, INC.	 	SOUTHEASTERN GEORGIA HR, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





C-4









 






	 	 	 	 	 	 	 	 	 
	MAIN LINE PERSONNEL SERVICES, INC.	 	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BAY HR, INC.	 	SOUTHEASTERN STAFFING II, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING III, INC.	 	SOUTHEASTERN STAFFING IV, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING V, INC.	 	SOUTHEASTERN STAFFING VI, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Its:

	 	 	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






C-5










 







Exhibit D to Amended and Restated Credit and Security Agreement




PREMISES




     The Premises referred to in the Credit and Security Agreement are legally described as
follows:


See Schedule 5.1





D-1









 








Schedule 5.1 to Amended and Restated Credit and Security Agreement




TRADE NAMES, CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, AND LOCATIONS OF COLLATERAL




TRADE NAMES




	 	 	 
	Global Employment Solutions, Inc.

Excell Personnel Services Corporation

Friendly Advanced Software Technology, Inc.

Main Line Personnel Services, Inc.

Temporary Placement Service, Inc.

	 	Global Employment Solutions

Business Office Staffing

Business Office Temps

TPS

TPS Staffing

TPS Staffing and Recruiting
	 
	 	 
	Southeastern Personnel Management, Inc.

Bay HR, Inc.

Southeastern Georgia HR, Inc. 

Southeastern Staffing, Inc.


	 	Southeastern Companies

Southeastern Companies Inc.

SEpeo






CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS



Global Employment Solutions, Inc.

10375 Park Meadows Drive, Suite 375

Littleton, Colorado 80124



Excell Personnel Services Corporation

33 North Dearborn Street, Suite 400

Chicago, Illinois 60602



Friendly Advanced Software Technology, Inc.

700 Veterans Highway, Suite 220

Hauppauge, New York 11788



Main Line Personnel Services, Inc.

100 Presidential Boulevard North, Suite 200

Bala Cynwyd, Pennsylvania 19004



Temporary Placement Service, Inc.

300 West Emery Street, Suite 205

Dalton, Georgia 30720



Southeastern Staffing, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618




S-5.1-1









 







Southeastern Staffing II, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Staffing III, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Staffing IV, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Staffing V, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Staffing VI, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Personnel Management, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Bay HR, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618



Southeastern Georgia HR, Inc.

3350 Buschwood Park Drive, Suite 200

Tampa, Florida 33618




OTHER INVENTORY AND EQUIPMENT LOCATIONS



2929 East Commercial Boulevard, Suite 500

Fort Lauderdale, Florida 33308



3710 Old Milton Parkway, Suite 105

Alpharetta, Georgia 30005



4210 Columbia Road 2A

Martinez, Georgia 30907



227 Plott Street

Blairsville, Georgia 30512




S-5.1-2









 







5415 Progress Court, Suites C & D

Braselton, Georgia 30517



4300 Buford Drive NE, 18A

Buford, Georgia 30518



207 West Belmont Drive

Calhoun, Georgia 30701



857 JFH Parkway

Cartersville, Georgia 30120



18B Barry Drive

White, Georgia 30184



2120 J Highway 76

Chatsworth, Georgia 30705



300 West Emery Street, Suite 106

Dalton, Georgia 30720



300 West Emery Street, Suite 100

Dalton, Georgia 30720



2514 E. Walnut Avenue, Suite 9

Dalton, Georgia 30720



565 Shallowford Road, Suite 1

Gainesville, Georgia 30501



3895 Cherokee Street, Suite 360

Kennesaw, Georgia 30144



101 E. Lafayette Square

Lafayette, Georgia 30728



6135 Peachtree Parkway, Suite 103

Norcross, Georgia 30092



5434 Battlefield Parkway

Ringgold, Georgia 30736



180 Shorter Avenue

Rome, Georgia 30162




S-5.1-3









 







3558 Highway 138 SE

Stockbridge, Georgia 30281



107 Spring Street

Washington, Georgia 30673



747 John C. Calhoun Drive, Suite D

Orangeburg, South Carolina 29115





S-5.1-4









 








Schedule 5.2 to Amended and Restated Credit and Security Agreement




CAPITALIZATION AND ORGANIZATIONAL CHART




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	No. of Shares	 	Percent
	 	 	 	 	(after exercise of	 	interest on a
	 	 	 	 	all rights to	 	fully diluted
	Borrower	 	Holder of Shares	 	acquire shares	 	basis
	Global Employment Solutions, Inc.
	 	Global Employment Holdings, Inc.	 	 	100	 	 	 	100	%
	Excell Personnel Services Corporation
	 	Global Employment Solutions, Inc.	 	 	1,000	 	 	 	100	%
	Friendly Advanced Technology Service, Inc.
	 	Global Employment Solutions, Inc.	 	 	1,000	 	 	 	100	%
	Main Line Personnel Services, Inc.
	 	Global Employment Solutions, Inc.	 	 	100	 	 	 	100	%
	Southeastern Personnel Management, Inc.
	 	Global Employment Solutions, Inc.	 	 	2,000	 	 	 	100	%
	Temporary Placement Service, Inc.
	 	Global Employment Solutions, Inc.	 	 	1,000	 	 	 	100	%
	Southeastern Staffing, Inc.
	 	Global Employment Solutions, Inc.	 	 	1,000	 	 	 	100	%
	Southeastern Staffing II, Inc.
	 	Southeastern Staffing, Inc.	 	 	2,000	 	 	 	100	%
	Southeastern Staffing III, Inc.
	 	Southeastern Staffing, Inc.	 	 	2,000	 	 	 	100	%
	Southeastern Staffing IV, Inc.
	 	Southeastern Staffing, Inc.	 	 	2,000	 	 	 	100	%
	Southeastern Staffing V, Inc.
	 	Southeastern Staffing, Inc.	 	 	2,000	 	 	 	100	%
	Southeastern Staffing VI, Inc.
	 	Southeastern Staffing, Inc.	 	 	1,000	 	 	 	100	%
	Bay HR, Inc.
	 	Southeastern Staffing, Inc.	 	 	1,000	 	 	 	100	%
	Southeastern Georgia HR, Inc.
	 	Southeastern Staffing, Inc.	 	 	2,000	 	 	 	100	%





Attach organizational chart showing the ownership structure of all Subsidiaries of the Borrowers.




See Attached.




S-5.2-1









 













S-5.2-2









 








Schedule 5.5 to Amended and Restated Credit and Security Agreement




SUBSIDIARIES



1. Global Employment Solutions, Inc.



a. Excell Personnel Services Corporation

b. Friendly Advanced Software Technology, Inc.

c. Main Line Personnel Services, Inc.

d. Southeastern Personnel Management, Inc.

e. Southeastern Staffing, Inc.

f. Temporary Placement Service, Inc.



2. Excell Personnel Services Corporation



a. P.D. Quick Temps Inc.



3. Friendly Advanced Technology Service, Inc.



4. Main Line Personnel Services, Inc.



5. Southeastern Personnel Management, Inc.



6. Southeastern Staffing, Inc.



a. Bay HR, Inc.

b. Placer Staffing, Inc. (to be dissolved)

c. Southeastern Georgia HR, Inc.

d. Southeastern Staffing II, Inc.

e. Southeastern Staffing III, Inc.

f. Southeastern Staffing IV, Inc.

g. Southeastern Staffing V, Inc.

h. Southeastern Staffing VI, Inc.



6. Temporary Placement Service, Inc.



7. Bay HR, Inc.



8. Southeastern Georgia HR, Inc.



9. Southeastern Staffing II, Inc.




S-5.5-1









 







10. Southeastern Staffing III, Inc.



11. Southeastern Staffing IV, Inc.



12. Southeastern Staffing V, Inc.



13. Southeastern Staffing VI, Inc.





S-5.5-2









 








Schedule 5.7 to Amended and Restated Credit and Security Agreement




LITIGATION MATTERS



None.





S-5.7-1









 








Schedule 5.9 to Amended and Restated Credit and Security Agreement




TAX MATTERS



Placer Staffing, Inc. (“Placer”) is an inactive subsidiary of Southeastern Staffing, Inc. Placer
is current in its taxes and has no assets nor liabilities. We are currently working on dissolving
Placer which process involves filing Placer’s final tax returns for the fiscal years 2005
(otherwise scheduled to be due in September 2006 according to Placer’s regular filing schedule) and
2006 (for time period January 1, 2006 until dissolution) with the State of California. We will not
know the extent of Placer’s tax liability for those years until our accountants have completed the
tax returns. However, we expect Placer’s tax liability for those years to be zero, although Placer
will be liable for any applicable annual fees.





S-5.9-1









 








Schedule 5.11 to Amended and Restated Credit and Security Agreement




INTELLECTUAL PROPERTY DISCLOSURES




1. Global Employment Solutions, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks:



	 	 	 	                  	 	                  	 
	 	 	Registration	 	Registration	 	 
	Mark	 	Number	 	Date	 	Registered With
	Global Employment
Solutions, Inc.
	 	R2580957	 	June 18, 2002	 	United States Patent Trademark Office
	Global Employment Solutions
	 	R2566696	 	May 7, 2002	 	United States Patent Trademark Office
	

     b. Patents and Patent Applications: None.

 
	

     c. Other Intellectual Property:



	

i. Trade names: Global Employment Solutions.



	


ii. Domain names: gesnetwork.com, gesnetwork.net, gesnetwork.org,
globalemploymentholdings.biz, globalemploymentholdings.com,
globalemploymentholdings.net, globalemploymentholdings.org,
globalemploymentholdings.us, globalemploymentsolutions.com, internetrecruiters.com,
whitecoatstaffing.com.



	

2. Excell Personnel Services Corporation




	

     a. Trademarks, Service Marks and Collective Membership Marks:



	 
	 	 	Registration	 	Registration	 	 
	Mark	 	Number	 	Date	 	Registered With
	EXCELL
	 	R1524781	 	February 14, 1989	 	United States Patent Trademark Office






     b. Patents and Patent Applications: None.



     c. Other Intellectual Property:




i. Domain names: excell-jobs.com



S-5.11-1









 








3. Friendly Advanced Technology Service, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property:




i. Domain names: fastgrp.com



4. Temporary Placement Service, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property:




i. Trade names: TPS, TPS Staffing, TPS Staffing and Recruiting, Business Office
Temps, Business Office Staffing.




ii. Domain names: tps-staffing.com.



5. Southeastern Staffing, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property:




i. Copyrights:



	 	 	 	                                    	 
	Title	 	Registration Number	 	Registration Date
	Do your employees a favor: let them go
	 	TX-3-383 -768	 	August 31, 1992
	 
	 	 	 	 
	Imagine running your business
	 	TX-3-447-252	 	August 31, 1992







ii. Domain names: southeasternpeo.com, sepeo.com.



6. Main Line Personnel Service, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property:



S-5.11-2









 






i. Service Marks: MAIN LINE PERSONNEL (Unregistered)




ii. Domain names: mlpers.com.



7. Bay HR, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



8. Southeastern Georgia HR, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



9. Southeastern Personnel Management, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



10. Southeastern Staffing II, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



11. Southeastern Staffing III, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



12. Southeastern Staffing IV, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



S-5.11-3









 





     c. Other Intellectual Property: None.



13. Southeastern Staffing V, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.



14. Southeastern Staffing VI, Inc.




     a. Trademarks, Service Marks and Collective Membership Marks: None.



     b. Patents and Patent Applications: None.



     c. Other Intellectual Property: None.




S-5.11-4









 








Schedule 5.14 to Amended and Restated Credit and Security Agreement




ENVIRONMENTAL MATTERS 



None.





S-5.14-1









 








Schedule 5.18 to Amended and Restated Credit and Security Agreement




FINANCIAL SOLVENCY 



See Schedule 5.9.





S-5.18-1









 








Schedule 6.3 to Amended and Restated Credit and Security Agreement




PERMITTED LIENS




	 	 	 	 	 	 	 	 	 	 	 
	Debtor	 	Creditor	 	Collateral	 	Jurisdiction	 	Filing Date	 	Filing No.
	 
	 	 	 	 	 	 	 	 	 	 





[To
be provided [by August 4, 2006 by separate agreement among
the parties]]





S-6.3-1









 








Schedule 6.4 to Amended and Restated Credit and Security Agreement




PERMITTED INDEBTEDNESS




	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Maturity	 	Monthly	 	 
	Creditor	 	Amount	 	Date	 	Payment	 	Collateral
	 
	 	 	 	 	 	 	 	 





None




S-6.4-1









 








Schedule 6.5 to Amended and Restated Credit and Security Agreement




GUARANTIES




	 	 	 	               	 
	 	 	Amount and Description of	 	 
	Primary Obligor	 	Obligation Guaranteed	 	Beneficiary of Guaranty
	 
	 	 	 	 





None





S-6.5-1