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AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT (the Amendment
Agreement) is made as of the 31st day of July, 2009.

BETWEEN:

Perry Law,of 1659 W. 60th
Ave., Vancouver, B.C. V6P 2A7 (the Executive)

AND:

Smart-Tek Communications Inc.,
a private corporations with its principal place of business at Unit 10-11720
Voyageur Way, Richmond, BC, V6X 3G9 (the Company)

AND:

Smart-Tek Solutions Inc., a
publicly-traded corporation with its principal place of business located
3702 South Virginia Street, Suite G12  401, Reno, NV, 89502
(Solutions)

RECITALS:

A. The Company and the Executive entered into an Employment
Agreement (the Employment Agreement) dated April 23, 2005.

B. The Company is a wholly-owned subsidiary of Solutions.

C. The Company and Solutions would like to recognize the
contributions made by the Executive in developing the Companys business and the
skills, expertise and innovation that the Executive has brought and will
continue to bring to the Companys business.

D. The Company and Solutions have determined that appropriate
steps should be taken to reinforce and encourage the continued attention and
dedication of the Executive to his assigned duties without distraction in the
face of potentially disruptive consequences arising from a change in control of
the Company.

E. The Company and the Executive wish to amend the Employment
Agreement on the terms set forth herein.

NOW THEREFORE, for and in consideration of the premises and of
the mutual covenants and representations of the parties herein contained, and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties hereto covenant and agree as follows:

|1. | All capitalized terms not specifically defined herein
      have the meanings ascribed to them in the Employment
  Agreement.
|-- | -----------------------------------------------------------------------------------------------------------------------------

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|2. | The Amended Agreement is to be effective as of July 31,
      2009 (the Effective Date).                        
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|3. | Paragraph 4.2 of the Employment Agreement is hereby
      deleted in its entirety.                                
|   |                                                                                                                   
|4. | Paragraph 4.3 of the Employment Agreement is hereby
      deleted in its entirety and replaced with the
following:

| | 4.2 | Change of Control.
| | ---- | ------------------

| | (a) | For the purposes of this Agreement, Person means a
      natural person, body corporate, corporation, proprietor, association,
      partnership, joint-stock company, a trust, any unincorporated
      organization, or a government or political subdivision thereof.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                           
| | (b) | For the purposes of this Agreement, a Change in Control
      of the Company shall be deemed to have occurred
if:                                                                                                                                                       

| | (i)   | any of the common shares of the Company are sold,
      transferred or issued to any Person other than the Executive;                                        
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                              
| | (ii)  | 10% or more of the assets of the Company are sold or
      transferred;                                                                                      
| |       |                                                                                                                                                              
| | (iii) | the Company merges or amalgamates with another Person;
      or                                                                                              
| |       |                                                                                                                                                              
| | (iv)  | a change occurs in the composition of the board of
      directors of the Company from the composition of the board of directors as
      at the date hereof.

| | (c) | During the Term of this Agreement if a Change of Control
      of the Company occurs then the Executive shall immediately be entitled to
      a lump sum equal to the aggregate of:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                     
| |     | A.                                                                                                                                                                                  
| |     |                                                                                                                                                                                     
| |     | B.                                                                                                                                                                                  

|5. | Paragraph 4.5 of the Employment Agreement is hereby
      deleted in its entirety and replaced with the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Liquidated Damages; No Mitigation. The parties
      agree and acknowledge that in view of the difficulty of ascertaining the
      amount of actual damages incurred by the Executive in connection with a
      Change of Control of the Company, the obligation of the Company to make
      any payments to the Executive in connection with such Change of Control
      and the amounts thereof shall constitute liquidated damages, and the
      Executive shall have no obligation to mitigate such damages in any way
      whatsoever, or to return any payments made to him under any
      circumstances.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | From and after the Effective Date, all references to the
      Agreement in the Employment Agreement hereby refer to the Employment
      Agreement as amended herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|7.  | The Employment Agreement will be deemed to be amended in
      all manners and respects in order to give full force and effect to this
      Amendment Agreement and, in all other respects, the Employment Agreement
      will remain unchanged and in full force and effect.                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.  | The Recitals to this Amendment Agreement are acknowledged
      by the parties hereto to be true and correct and are incorporated into
      this Amendment Agreement by this reference.                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.  | This Amendment Agreement may be executed in several
      counterparts, each of which will be deemed to be an original and all of
      which will together constitute one and the same instrument. An electronic
      facsimile transmission hereof signed by any person named below will be
      sufficient to establish the signature of that person and to constitute the
      consent in writing of that person to the matters contained herein and,
      notwithstanding the date of execution, shall be deemed to be executed as
      of the date set forth herein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | This Amendment Agreement shall enure to the benefit of
      and be binding upon the parties hereto, and as applicable, their
      respective heirs, executors, personal representatives, successors and
      permitted assigns.                                                                                                                                                                                                                                                                                                                                             

IN WITNESS WHEREOFthe parties have executed this
Amendment Agreement as of the date first set forth above, to be effective as of
the Effective Date.

|SMART-TEK COMMUNICATIONS
      INC. |                                                    
|----------------------------------- | ---------------------------------------------------
|Per:                                | /s/ Perry Law                                      
|                                    | Authorized Signatory                               
|Name:                               | Perry Law                                          
|Title:                              | Chief Executive Officer and Chief Financial Officer
|SMART-TEK SOLUTIONS INC.            |                                                    
|Per:                                | /s/ Perry Law                                      
|                                    | Authorized Signatory                               
|Name:                               | Perry Law                                          
|Title:                              | Chief Executive Officer and Chief Financial Officer
|                                    |                                                    
|                                    | PERRY LAW                                          

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