exv10w7



 





Exhibit 10.7




SECURITIES PLEDGE AGREEMENT




          THIS SECURITIES PLEDGE AGREEMENT (this “Agreement”) is entered into as of this 28th day of
February, 2007, by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as
administrative agent for the Lenders described below (in such capacity, “Secured Party”) under the
Credit Agreement (defined below), and Global Employment Solutions, Inc., a Colorado corporation
(“Pledgor”).




RECITALS




     A. Reference is made to (i) that certain Credit Agreement dated as of the date hereof (as the
same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced from time to time, the “Credit Agreement”), by and among Pledgor, as the “Borrower”
thereunder, the other Credit Parties thereto, Secured Party, as the administrative agent for the
Lenders described therein, and the Lenders, and (ii) the other Loan Documents.



     B. The obligations of Secured Party and the Lenders to execute and deliver the Loan Documents
and to make the Loans to Borrower are conditioned on, among other things, the execution of this
Agreement and the pledge by Pledgor to Secured Party, for its benefit and the benefit of the
Lenders, of the Collateral (as defined herein) as security for Pledgor’s Obligations under the Loan
Documents, and Pledgor has agreed to enter into this Agreement in order to induce Secured Party and
the Lenders to enter into the Loan Documents and to make the Loans.



     Accordingly, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and as an inducement for Secured Party and the Lenders to enter into the Loan
Documents, the parties hereto, intending to be legally bound, do hereby agree as follows:



SECTION 1

DEFINITIONS




     1.1 Defined Terms.



          (a) Capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Credit Agreement or, to the extent the same are used or defined therein, the
meanings provided in Article 9 of the UCC in effect on the date hereof. Whenever the context so
requires, each reference to gender includes the masculine and feminine, and the singular number
includes the plural and vice versa. This Agreement shall mean such agreement as the same now exists
or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, from
time to time. Unless otherwise specified, all accounting terms not defined in the Loan Documents
shall have the meanings given to such terms in and shall be interpreted in accordance with GAAP.
References in this Agreement to any Person shall include such Person and its successors and
permitted assigns.




     (b) In this Agreement, the following terms shall have the following meanings:



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




1









 





          “Collateral” shall mean, collectively and each individually, (i) the issued and outstanding
capital stock, equity securities, membership interests or units, and ownership interests, and
rights issued or granted in connection with the foregoing, of each Credit Party that are now or
hereafter owned or held of record or beneficially by Pledgor, including, but not limited to, the
interests listed beside Pledgor’s name on Schedule 1.1 hereto (and the certificates
representing such shares, securities and/or interests); (ii) all other capital stock, equity
securities, warrants, options, membership interests and units, and ownership interests, and rights
issued or granted in connection with the foregoing, issued by such Credit Party or any other Person
now or hereafter owned or held of record or beneficially by Pledgor at any time (and the
certificates or other documents or instruments representing such shares, securities and/or other
interests); and (iii) any and all replacements, products and proceeds of, and dividends,
distributions in property or securities, returns of capital or other distributions made on or with
respect to, any of the foregoing.




          “Default” shall mean any event, fact, circumstance or condition that, with the giving of
applicable notice or passage of time or both, would constitute, be or result in an Event of Default
hereunder or under any Loan Document.




          “Event of Default” shall have the meaning set forth in Section 4.




          “Receipt” shall have the meaning set forth in Section 6.4.




          “Secured Obligations” shall have the meaning set forth in Section 2.1.




SECTION 2

COLLATERAL




     2.1 Pledge of Collateral.



          (a) As security for the due and punctual payment and performance by Pledgor of all the
Obligations, including, without limitation, all other obligations now or hereafter owing by Pledgor
to Secured Party and the Lenders under the Loan Documents and this Agreement (collectively, the
“Secured Obligations”), Pledgor hereby pledges and assigns to Secured Party, for its benefit and
the benefit of the Lenders, and grants to Secured Party, for its benefit and the benefit of the
Lenders, a continuing first priority perfected security interest in and Lien on the Collateral and
all proceeds thereof and all of its right, title and interest in and to the foregoing.




          (b) Pledgor has delivered to Secured Party, for its benefit and the benefit of the Lenders,
all certificates and other documents and instruments representing Collateral described in clause
(i) of the definition of Collateral, and Pledgor will deliver to Secured Party, for its benefit and
the benefit of the Lenders, all certificates and other documents and instruments (as applicable)
representing Collateral described in clauses (ii) and (iii) of the definition of Collateral within
ten (10) Business Days after Pledgor’s acquisition and receipt of such Collateral, in each case
registered in the name of Pledgor, duly endorsed in blank or accompanied by a stock or interest
power duly executed by Pledgor in blank, in form and




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




2









 




substance reasonably satisfactory to Secured Party, with any and all documentary tax stamps
and other documents necessary to cause Secured Party, for its benefit and the benefit of the
Lenders, to have a good, valid and perfected and continuing first priority pledge of, security
interest in, and Lien on the Collateral (free and clear of any Liens in favor of any Person other
than those in favor of Secured Party and/or the Lenders, including, without limitation, any
necessary notations in the corporate or other records books of Pledgor or the Person in which such
Collateral evidences an ownership stake or other interest. At any time following the occurrence
and during the continuation of an Event of Default, at the option of Secured Party, the Collateral
or any part thereof may be registered in the name of Secured Party, for its benefit and the benefit
of the Lenders, or in the name of its or their nominees, and Pledgor covenants that, upon demand by
Secured Party, Pledgor shall, and shall cause the Person in which such Collateral evidences an
ownership stake or other interest in, to effect such registration.




          (c) Secured Party shall have the right to pay any taxes relating to the Collateral and any
costs to preserve the Collateral, which payments shall be part of the Secured Obligations. No
injury to, or loss or destruction of any of, the Collateral or any Material Adverse Effect or
Material Adverse Change shall relieve Pledgor of any of the Secured Obligations.




     2.2 Voting Rights, Dividends and Distributions.



          (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be
caused thereby, nor has Secured Party given written notice otherwise to Pledgor, subject to the
terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual
rights and powers relating to the Collateral; provided that in exercising such rights and powers,
Pledgor shall not take any action that is or would be adverse to the interests of Secured Party
and/or the Lenders, and (ii) Pledgor shall be entitled to receive and retain cash dividends and/or
distributions payable on the Collateral.




          (b) Upon the occurrence and during the continuation of an Event of Default, all rights of
Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends and/or
distributions that Pledgor is entitled to exercise and/or receive pursuant to this Section
2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured
Party or any other Person, and all such rights thereupon shall become vested solely and exclusively
in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action
by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the
Lenders, its attorney-in-fact, with full power of substitution, which appointment as
attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or
after the occurrence and continuation of an Event of Default, whether in the name of Secured Party,
any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of
exercising such rights and receiving such dividends and/or distributions. Any dividends,
distributions in property, returns of capital and other distributions made on or in respect of the
Collateral, and any and all cash and other property received in exchange therefor and/or redemption
of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for
the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith
shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




3









 




and all money and other property received by Secured Party pursuant to the provisions of this
Section 2.2(b) shall be retained by Secured Party, for its benefit and the benefit of the
Lenders, as part of the Collateral.




          (c) Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party
such proxies, powers of attorney, dividend orders and other instruments as Secured Party may
reasonably request for the purpose of enabling Secured Party to exercise the voting and/or
consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to
receive the dividends and/or distributions that it is authorized to receive and retain pursuant to
this Agreement.




SECTION 3

REPRESENTATIONS, WARRANTIES AND COVENANTS




     3.1 Collateral. Pledgor hereby represents and warrants to Secured Party and the
Lenders (which representations and warranties shall survive the execution and delivery of this
Agreement and the making of Loans under the Credit Agreement) as follows: (a) Pledgor is, or, with
respect to Collateral described in clauses (ii) and (iii) of the definition of Collateral, will be,
the sole direct record and beneficial owner of each share, security and other interest that
comprises Collateral, and Pledgor has and will have good, valid and marketable title thereto, free
and clear of all Liens other than those created by this Agreement and Permitted Liens; (b) all of
Collateral has been, or, with respect to Collateral described in clauses (ii) and (iii) of the
definition of Collateral, will be, duly authorized and validly issued, fully paid and
nonassessable; (c) Collateral constitutes that percentage of the issued and outstanding capital
stock, equity securities, membership units and ownership interests of each Credit Party in which
such Collateral represents an ownership interest (calculated on a fully diluted, as converted
basis) as set forth on Schedule 1.1 as such Schedule may be updated with the consent of the
Secured Party (not to be unreasonably withheld, conditioned or delayed); and (d) Collateral is and
will be duly and validly pledged to Secured Party, for its benefit and the benefit of the Lenders,
in accordance with law, and Secured Party, for its benefit and the benefit of the Lenders, has and
will have a good, valid and perfected first priority Lien on and security interest in Collateral
and the proceeds thereof subject to no other Liens, other than Permitted Liens, and no filing or
other action will be necessary to perfect or protect such Lien other than the filing of a UCC-1
financing statement in favor of Secured Party on or prior to the Closing Date. Upon (i) the filing
of a UCC financing statement naming Pledgor as “debtor,” naming Secured Party as “secured party”
and describing the Collateral in the State of Delaware and (ii) in the case of Collateral
consisting of certificated securities, in addition to filing such financing statements, delivery of
the certificates representing such certificated securities, duly endorsed or accompanied by duly
executed instruments of assignment or transfer in blank, the security interest in the Collateral
granted to Secured Party, for its benefit and the benefit of the Lenders, will constitute perfected
security interest therein prior to all other Liens, securing payment of the Secured Obligations.
Pledgor has full legal authority and power to own the Collateral and to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereunder, and Pledgor is
under no legal restriction, limitation or disability that would prevent any of the foregoing. No
financing statement relating to any of the Collateral is on file in any public office



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




4









 




except those on behalf of Secured Party for the benefit of itself and the Lenders and those
related to Permitted Liens.




     3.2 Authorization. The execution, delivery and performance by Pledgor of this
Agreement and the consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary actions on the part of Pledgor and pursuant to all necessary consents
required therefor. This Agreement has been duly executed and delivered by Pledgor and constitutes
the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with
its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency,
reorganization or other similar law affecting the enforceability of creditors’ rights generally and
to the effect of general principles of equity which may limit the availability of equitable
remedies (whether in a proceeding at law or in equity). No approval, consent, authorization of,
filing registration or qualification with, or other action by, Pledgor or any other Person
(including, without limitation, any Person whose securities constitute part of the Collateral) or
Governmental Authority is or will be necessary to permit the valid execution, delivery and
performance of this Agreement by Pledgor or the consummation of the transactions or creation of the
Liens and security interests contemplated hereby other than delivery of certificates representing
the Collateral (if any) to Secured Party and the filing of appropriate UCC financing statements.



     3.3 No Conflicts. The execution, delivery and performance by Pledgor of this
Agreement and the consummation of the transactions contemplated hereby (including, but not limited
to, the exercise of rights or remedies by Secured Party under this Agreement) and the granting and
creation of the security interest and Liens contemplated hereby do not and will not (a) conflict
with or violate any provision of any applicable law, statute, rule, regulation, ordinance, license
or tariff or any judgment, decree or order of any court or other Governmental Authority binding on
or applicable to Pledgor or any Person whose securities constitute part of the Collateral or any of
its or their properties or assets, except as could not reasonably be expected to result in a
Material Adverse Effect; (b) conflict with, result in a breach of, constitute a default of or an
event of default under, or an event, fact, condition or circumstance which, with notice or passage
of time, or both, would constitute or result in a conflict, breach, default or event of default
under, require any consent not obtained under, or result in or require the acceleration of any
indebtedness pursuant to, any indenture, agreement or other instrument to which Pledgor or any
other Credit Party is a party or by which it or they, or any of its or their properties or assets
are bound or subject except, in each case, as could not reasonably be expected to result in a
Material Adverse Effect; (c) if applicable, conflict with or violate any provision of the
certificate of incorporation or formation, by-laws, limited liability company agreement or similar
documents of Pledgor or any other Credit Party, or any agreement by and between Pledgor or any
other Credit Party and its shareholders or equity owners or among any such shareholders or equity
owners; (d) without limiting the generality of the foregoing, the exercise of any rights or
remedies by Secured Party under this Agreement or the other Loan Documents, or under law, is not
subject to any rights of first refusal, preemptive rights, or other similar rights in favor of any
other Person; or (e) result in the creation or imposition of any Lien of any nature whatsoever upon
any of the properties or assets of Pledgor or any Person whose securities constitute part of the
Collateral (except as contemplated herein).



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




5









 





     3.4 Non-Subordination. The obligations of Pledgor under this Agreement are not
subordinated in any way to any other obligation of Pledgor or to the rights of any other Person,
and Pledgor is not a party to or bound by any other agreement, document or instrument that
otherwise relates to the Secured Obligations or any of the Collateral (other than the Loan
Documents and the Subordinated Loan Documents).



     3.5 Litigation and Compliance; Other Agreements. (a) Pledgor is not in default or
breach of the performance, observance or fulfillment of any obligation, covenant or condition
contained in any agreement, document or instrument to which it is a party or by which it or any of
its properties or assets is or are bound or subject, which default or breach, if not remedied
within any applicable grace period or cure period, would reasonably be expected to result in a
Material Adverse Effect. There is no action, suit, proceeding or investigation pending or, to
Pledgor’s actual knowledge, threatened, before or by any court, arbitrator or Governmental
Authority (i) against or affecting the Collateral, Pledgor, any entity whose securities constitute
the Collateral, this Agreement or the transactions contemplated hereby, or (ii) that questions or
could reasonably be expected to prevent the validity of this Agreement or the right or ability of
Pledgor to execute or deliver this Agreement or to consummate the transactions contemplated hereby
or to create or grant the Liens and security interests contemplated hereby.



          (b) Neither Pledgor nor any Person whose securities constitute part of the Collateral is (i) a
party to any judgment, order or decree or any agreement, document or instrument, or subject to any
restriction, which would materially adversely affect its ability to execute and deliver, or perform
under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any
obligation, covenant or condition contained in any agreement, document or instrument to which it is
a party or to which any of its properties or assets are subject, which default, if not remedied
within any applicable grace or cure period, would reasonably be expected to result in a Material
Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or
passage of time or both, would constitute or result in a conflict, breach, default or event of
default under, any of the foregoing which, if not remedied within any applicable grace or cure
period would reasonably be expected to result in a Material Adverse Effect.




     3.6 Truthful Disclosure. The representations and warranties made by Pledgor in this
Agreement do not contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein not materially misleading, and there is no fact actually
known to Pledgor which Pledgor has not disclosed to Secured Party in writing which would reasonably
be expected to result in a Material Adverse Effect.



     3.7 Covenants.



          (a) Pledgor shall, and shall cause each Person whose securities constitute part of the
Collateral to, take all necessary and appropriate actions to ensure that this Agreement and the
Liens and pledges created hereby are and remain enforceable against Pledgor in accordance with
their terms and that Pledgor complies with each of its obligations hereunder. Pledgor shall not
(i) cause or permit to be done, or enter into or make or become a party to any agreement,




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




6









 




arrangement or commitment to do or cause to be done, any of the things prohibited by this
Agreement or that would breach this Agreement, or (ii) enter into or make or become a party to any
agreement, document or instrument or arrangement that conflicts with this Agreement or that would
prevent Pledgor from complying herewith and/or performing hereunder in all material respects.




          (b) Pledgor hereby agrees to take or cause to be taken promptly such further actions, obtain
such consents, waivers, and approvals and duly execute and deliver or cause to be executed and
delivered such further agreements, assignments, instructions or documents as Secured Party may
request in its Permitted Discretion with respect to or in order to fully effectuate the purposes,
terms and conditions of this Agreement and the consummation of the transactions contemplated
hereby, whether before, at or after the performance and/or consummation of such transactions or the
occurrence of a Default or Event of Default, including, without limitation, any of the foregoing
necessary or required or requested by Secured Party in its Permitted Discretion to create, perfect,
maintain, preserve, continue, validate or otherwise protect, and from time to time renew, Secured
Party’s, for its benefit and the benefit of the Lenders, perfected first priority Lien on and
pledge of the Collateral. Without limiting the foregoing, upon the exercise by Secured Party or
any Lender or any of its or their Affiliates or agents of any right or remedy which requires any
consent, approval or registration with, consent, qualification or authorization by, any Person,
Pledgor shall execute and deliver, or cause the execution and delivery of, all applications,
certificates, instruments and other documents that Secured Party or any Lender or its or their
Affiliate or agents may require, in their Permitted Discretion, be obtained for such consent,
approval, registration, qualification or authorization. Pledgor hereby appoints Secured Party, for
its benefit and the benefit of the Lenders, its attorney-in-fact (without requiring Secured Party
to act as such), with full power of substitution, which appointment as attorney-in-fact is
irrevocable and coupled with an interest, to take all such actions, whether in the name of Secured
Party, for its benefit and the benefit of the Lenders, or Pledgor, as Secured Party in its
Permitted Discretion may consider necessary or desirable with respect to the foregoing (to the
extent Pledgor fails to so execute and/or file any of the foregoing within five (5) Business Days
of Secured Party’s request or the time when Pledgor is otherwise obligated to do so). Pledgor will
pay all costs associated with respect to the foregoing, including without limitation, the cost of
filing any of the foregoing in all public offices or other locations wherever Secured Party deems
filing to be necessary or desirable.




          (c) Pledgor (i) shall (A) maintain at all times the pledge of the Collateral to Secured Party,
for its benefit and the benefit of the Lenders, and Secured Party’s, for its benefit and the
benefit of the Lenders, perfected first priority Lien on the Collateral; and (B) defend the
Collateral and Secured Party’s, for its benefit and the benefit of the Lenders, perfected first
priority Lien thereon and pledge thereof against all claims and demands of all Persons at any time
and pay all reasonable costs and expenses (including, without limitation, in-house documentation
and diligence fees and legal expenses and reasonable attorneys’ fees and expenses) in connection
with such defense, which, at Secured Party’s discretion, shall be added to the Secured Obligations,
and (ii) shall not sell, lease, transfer, pledge, encumber, restrict, assign or otherwise dispose
of any of the Collateral or any interest therein or create, incur,




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




7









 




assume or suffer to exist any Lien on the Collateral or any interest therein (except pursuant
hereto, and Permitted Liens).




          (d) Pledgor shall, and shall cause each Person whose securities constitute the Collateral to,
(i) keep true, complete and accurate records with respect to the Collateral, and (ii) not take or
permit to be taken any action in connection with the Collateral or otherwise which would impair in
any material respect (as determined by Secured Party in its Permitted Discretion) the value of the
Collateral or any portion thereof or the value of the interests or rights of Pledgor or Secured
Party, for its benefit and the benefit of the Lenders, therein, including, without limitation, any
amendment to or modification of the certificate of incorporation (or similar charter documents) or
bylaws (or similar documents) of Pledgor or such Person.




     3.8 No Third Party Beneficiary. No rights are intended to be created under this
Agreement for the benefit of any third party donee, creditor or incidental beneficiary of Pledgor.



SECTION 4

EVENTS OF DEFAULT




          The occurrence of any one or more of the following shall constitute an “Event of Default”
under this Agreement: (1) Pledgor shall be in violation, breach or default of, or shall fail to
perform, observe or comply with any covenant, obligation or agreement set forth in, this Agreement
within five (5) business days of written notice from Secured Party (provided that no such
additional notice shall be required if the applicable covenant, obligation or agreement provides
for notice); (2) any representation, statement or warranty made or deemed made by Pledgor in this
Agreement shall not be true and correct in all material respects or shall have been false or
misleading in any material respect on the date when made or deemed to have been made (except to the
extent already qualified by materiality, in which case it shall be true and correct in all respects
and shall not be false or misleading in any respect on the date when made or deemed to have been
made); (3) any Event of Default (as defined in the Credit Agreement) shall occur and be continuing
past any cure period (if applicable) and shall not have been waived in writing; or (4) if prior to
termination of this Agreement pursuant to Section 6.10 hereof and other than as caused by
Secured Party or any Lender, this Agreement shall cease to be in full force and effect or any Lien
created hereunder shall cease to constitute a valid perfected first priority Lien on the Collateral
or Secured Party, for its benefit and the benefit of the Lenders, otherwise ceases to have a valid
perfected first priority Lien on and security interest in any of the Collateral.




SECTION 5

RIGHTS AND REMEDIES




     5.1 Rights and Remedies in Loan Documents.



          (a) In addition to the provisions set forth in this Agreement, upon the occurrence and during
the continuation of an Event of Default, Secured Party, for its benefit and the benefit of the
Lenders, shall have the right to exercise any and all rights, powers, options and remedies provided
for in any Loan Document and/or herein, under the UCC or at law or in




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




8









 




equity, including, without limitation, to the fullest extent permitted by applicable law, the
right (in its sole and absolute discretion) to, which Pledgor agrees to be commercially reasonable,
(i) apply the Collateral and any other property of Pledgor held by Secured Party, for its benefit
and the benefit of the Lenders, or the Lenders to reduce the Secured Obligations, (ii) foreclose
the Liens created hereunder and under the Loan Documents, (iii) realize upon, take possession of
and/or sell any Collateral, with or without judicial process, at public or private sales or at any
broker’s board or on any securities exchange or otherwise, (iv) exercise all rights and powers with
respect to the Collateral as Pledgor might exercise in its absolute discretion, including, without
limitation, (1) to relinquish or abandon any Collateral or any Lien thereon, (2) to vote all or any
part of the Collateral and otherwise act with respect thereto as though it were the outright owner
thereof, (3) to settle, adjust, compromise and arrange all claims and demands whatsoever in
relation to all or any part of the Collateral, (4) to execute all such contracts, agreements,
deeds, documents and instruments, to bring, defend and abandon all such actions, suits and
proceedings, and to take all actions in relation to all or any part of the Collateral, and/or (5)
to appoint managers, sub-agents, and officers for any of the purposes mentioned in the foregoing
provisions of this Section and to dismiss the same, (v) collect and send notices regarding the
Collateral, with or without judicial process, (vi) by its own means or with judicial assistance,
enter any premises at which Collateral is located, or render any of the foregoing unusable or
dispose of the Collateral on such premises without any liability for rent, storage, utilities, or
other sums, and Pledgor shall not resist or interfere with such action, and/or (vii) at Pledgor’s
expense, require that all or any part of the Collateral be assembled and made available to Secured
Party at any place designated by Secured Party in its Permitted Discretion. Secured Party, for its
benefit and the benefit of the Lenders, shall have the right in its sole discretion to determine
which rights and/or remedies Secured Party or the Lenders may at any time pursue, relinquish,
subordinate or modify, and such determination will not in any way modify or affect any of Secured
Party’s or Lenders’ rights, Liens or remedies under any Loan Document or this Agreement, applicable
law or equity. The enumeration of any rights and remedies in this Agreement or any Loan Document
is not intended to be exhaustive, and all rights and remedies of Secured Party described in this
Agreement and the Loan Documents are cumulative and are not alternative to or exclusive of any
other rights or remedies which Secured Party otherwise may have. The partial or complete exercise
of any right or remedy shall not preclude any other further exercise of such or any other right or
remedy.




          (b) Notwithstanding any provision of any Loan Document, Secured Party, in its sole discretion,
shall have the right, but not the obligation, at any time that any Credit Party or Pledgor fails to
do so, and from time to time, without prior notice, as applicable, to: (i) obtain insurance
covering any of the Collateral to the extent required under the Credit Agreement and not obtained
by Pledgor; (ii) discharge taxes, levies or Liens on any of the Collateral that are in violation of
any Loan Document unless Credit Party or Pledgor, as applicable, is in good faith with due
diligence by appropriate proceedings contesting those items; and (iii) pay for the maintenance,
repair and/or preservation of the Collateral. Such expenses and advances shall be added to the
Secured Obligations until reimbursed to Secured Party and shall be secured by the Collateral, and
such payments by Secured Party shall not be construed as a waiver by Secured




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




9









 




Party or the Lenders of any Event of Default or any other rights or remedies of Secured Party
and the Lenders.




          (c) Pledgor agrees that notice received by it at least ten (10) calendar days before the time
of any intended public sale, or the time after which any private sale or other disposition of
Collateral is to be made, shall be deemed to be reasonable notice of such sale or other
disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily
decline in value or which is sold on a recognized market may be sold immediately by Secured Party
without prior notice to Pledgor. At any sale or disposition of Collateral, Secured Party may (to
the extent permitted by applicable law) (i) purchase all or any part thereof free from any right of
redemption by Pledgor or any Credit Party or other Person guaranteeing the Secured Obligations,
which right is hereby waived and released, (ii) restrict the number of prospective bidders or
purchasers and/or further restrict such prospective bidders or purchasers to Persons who will
represent and agree that they are purchasing for their own account, for investment and not with a
view to the distribution or resale of the Collateral, and (iii) otherwise require that such sale be
conducted subject to restrictions as to such other matters as Secured Party may deem necessary in
order that such sale may be effected in such manner as to comply with all applicable state and
federal securities and other laws.




          (d) Pledgor hereby acknowledges that (i) notwithstanding that a higher price might be obtained
for the Collateral at a public sale than at a private sale or sales, the making of a public sale of
the Collateral may be subject to registration requirements under applicable securities laws and
other legal restrictions, compliance with which would require such actions on the part of Pledgor,
would entail such expenses and would subject Secured Party, any Lender, any underwriter through
whom the Collateral may be sold or any controlling person of any of the foregoing to such
liabilities, as would make a public sale of the Collateral impractical, and, accordingly, Pledgor
hereby agrees that private sales made by Secured Party or any Lender in good faith in accordance
with the provisions of this Agreement may be at prices and on other terms less favorable to the
seller than if the Collateral were sold at a public sale, and that Secured Party and the Lenders
shall not have any obligation to take any steps in order to permit the Collateral to be sold at a
public sale, such a private sale being considered or deemed to be a sale in a commercially
reasonable manner; and (ii) Secured Party is hereby authorized to comply with any limitation or
restriction in connection with such sale that may be necessary in order to avoid any violation of
applicable law or in order to obtain any required approval of the purchaser(s) by any Governmental
Authority or officer or court.




     5.2 Application of Proceeds. In addition to any other rights, options and remedies
Secured Party and the Lenders have under the Loan Documents, the UCC, at law or in equity, the
proceeds of any collection, recovery, receipt, appropriation, realization, transfer, exchange,
disposition or sale of the Collateral as aforesaid shall be applied in the following order of
priority: (a) first, to the payment of all reasonable costs and expenses incurred by
Secured Party and the Lenders in connection therewith or incidental to the care, safekeeping or
otherwise of any of the Collateral, and to the payment of all sums which Secured Party and the
Lenders may be required or may elect to pay, if any, for taxes, assessments, insurance and other
charges upon the Collateral or any part thereof, and all other payments that Secured Party and the
Lenders may



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




10









 




be required or authorized to make under any provision of this Agreement or any Loan Document
(including, without limitation, in each such case, in-house documentation and diligence fees and
legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable
attorneys’ fees and all expenses, liabilities and advances made or incurred in connection
therewith); (b) second, to the payment of all Secured Obligations in such order as
determined by Secured Party in its sole discretion; (c) third, to the obligations under the
Subordinated Loan Documents, (d) fourth, to the satisfaction of indebtedness secured by any
subordinate security interest of record in the Collateral if written notification of demand
therefor is received before distribution of the proceeds is completed, provided, that, if
requested by Secured Party, the holder of a subordinate security interest shall furnish reasonable
proof of its interest, and unless it does so, Secured Party and the Lenders need not address its
claims; and (e) fifth, to the payment of any surplus then remaining to Pledgor or Credit
Party, as applicable, unless otherwise provided by law or directed by a court of competent
jurisdiction, provided that Pledgor shall be liable, jointly and severally, for any
deficiency if such proceeds are insufficient to satisfy the Secured Obligations or any other item
referred to in this section.




     5.3 Rights to Appoint Receiver. Without limiting and in addition to any other rights,
options and remedies Secured Party and the Lenders have hereunder or under the Loan Documents, the
UCC, at law or in equity, upon the occurrence and during the continuation of an Event of Default,
Secured Party shall have the right to apply for and have a receiver appointed by a court of
competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies in
order to manage, protect and preserve the Collateral and continue the operation of the business of
any Credit Party in which such Collateral represents an ownership interest and/or Pledgor and to
collect all revenues and profits thereof and apply the same to the payment of all expenses and
other charges of such receivership including the compensation of the receiver and to the payments
as aforesaid until a sale or other disposition of such Collateral shall be finally made and
consummated.



     5.4 Attorney in Fact. Pledgor hereby irrevocably appoints Secured Party, for its
benefit and the benefit of the Lenders, as its attorney in fact to take any action Secured Party
deems necessary or desirable upon the occurrence and during the continuation of an Event of Default
to perfect, protect and realize upon its Lien and first priority security interest in the
Collateral, for its benefit and the benefit of the Lenders, including the execution and delivery of
any and all documents or instruments related to the Collateral in Pledgor’s name, or otherwise to
effect fully the purpose, terms and conditions of this Agreement and the other Loan Documents, and
said appointment shall create in Secured Party, for its benefit and the benefit of the Lenders, a
power coupled with an interest.



SECTION 6

MISCELLANEOUS




     6.1 No Waiver of Defaults; Waiver. No course of action or dealing, renewal, waiver,
release or extension of any provision of any Loan Document or this Agreement, or single or partial
exercise of any such provision, or delay, failure or omission on Secured Party’s or the Lenders’
part in enforcing any such provision shall affect the liability of Pledgor or operate as a



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




11









 




waiver of such provision or preclude any other or further exercise of such provision. No
waiver by Secured Party or any Lender of any one or more defaults by any other party in the
performance of any of the provisions of any Loan Document or this Agreement shall operate or be
construed as a waiver of any future default, whether of a like or different nature, and each such
waiver shall be limited solely to the express terms and provisions of such waiver. Notwithstanding
any other provision of any Loan Document or this Agreement, by completing the Closing and/or by
making Advances, neither Secured Party nor any Lender waives any breach of any representation or
warranty under any Loan Document or this Agreement, and all of Secured Party’s and the Lenders’
claims and rights resulting therefrom are specifically reserved. Except as expressly provided for
herein, Pledgor hereby waives setoff, counterclaim, demand, presentment, protest, all defenses
(other than indefeasible payment) with respect to any and all instruments and all notices and
demands of any description (including, without limitation, notice of acceptance hereof, notice of
any Loan made, credit extended, collateral received or delivered) and the pleading of any statute
of limitations as a defense to any demand under any Loan Document, it being the intention that
Pledgor shall remain liable under this Agreement and the Loan Documents until the full amount of
all Secured Obligations shall have been indefeasibly paid in cash and performed and satisfied in
full and the Credit Agreement terminated, notwithstanding any act, omission or anything else which
might otherwise operate as a legal or equitable discharge of Pledgor. Pledgor hereby waives any
and all defenses (other than indefeasible payment) and counterclaims it may have or could interpose
in any action or proceeding brought by Secured Party or any Lender to obtain an order of court
recognizing the assignment of, or Lien of Secured Party, for its benefit and the benefit of the
Lenders, in and to, any Collateral.




     6.2 Entire Agreement. This Agreement and the other Loan Documents to which Pledgor is
a party constitute the entire agreement between Pledgor, Secured Party and the Lenders with respect
to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if
any, relating to the subject matter hereof or thereof. Any promises, representations, warranties
or guarantees not herein contained and hereinafter made shall have no force and effect unless in
writing signed by the parties hereto. Each party hereto acknowledges that it has been advised by
its own counsel in connection with the negotiation and execution of this Agreement and is not
relying upon oral representations or statements inconsistent with the terms and provisions hereof.



     6.3 Amendment. No provision of this Agreement may be changed, modified, amended,
restated, waived, supplemented, discharged, canceled or terminated orally or by any course of
dealing or in any other manner other than by a written agreement signed by Secured Party and
Pledgor. Pledgor acknowledges that it has been advised by its own counsel in connection with the
negotiation and execution of this Agreement and is not relying upon oral representations or
statements inconsistent with the terms and provisions hereof.



     6.4 Notices. Any notice or request under this Agreement shall be given to any party
thereto at such party’s address set forth beneath its signature on the signature page thereto, or
at such other address as such party may hereafter specify in a notice given in the manner required
under this Section 6.4. Any such notice or request shall be given only by, and shall be
deemed to



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




12









 




have been received upon (each, a “Receipt”): (a) registered or certified mail, return receipt
requested, on the date on which received as indicated in such return receipt, (b) delivery by a
nationally recognized overnight courier, one (1) Business Day after deposit with such courier, or
(c) facsimile or electronic transmission, in each case upon telephone or further electronic
communication from the recipient acknowledging receipt (whether automatic or manual from
recipient), as applicable.




     6.5 Governing Law; Jurisdiction; Construction. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THAT RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION.
ANY JUDICIAL PROCEEDING AGAINST PLEDGOR WITH RESPECT TO THE SECURED OBLIGATIONS, THIS AGREEMENT,
OR ANY RELATED AGREEMENT MAY BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY,
STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, PLEDGOR (a) ACCEPTS THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY, (b) WAIVES PERSONAL SERVICE OF PROCESS, (c) AGREES THAT SERVICE OF
PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THE
ADDRESS FOR NOTICES SPECIFIED IN SECTION 6.4 HEREOF, AND (d) WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED IN THE AFORESAID COURTS AND AGREES NOT TO ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM NON CONVENIENS. NOTHING
SHALL AFFECT THE RIGHT OF SECURED PARTY OR ANY LENDER TO SERVE PROCESS IN ANY MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY OR ANY LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN
THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED
PARTY OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, THE SECURED OBLIGATIONS, THIS AGREEMENT OR
ANY RELATED AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK COUNTY,
STATE OF NEW YORK. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT PARTICIPATED IN THE NEGOTIATION
AND DRAFTING OF THIS AGREEMENT WITH THE ASSISTANCE OF ITS OWN COUNSEL AND THAT, ACCORDINGLY, NO
PARTY SHALL MOVE OR PETITION A COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY
AGAINST ONE PARTY THAN AGAINST ANY OTHER.



     6.6 Severability; Captions; Counterparts; Facsimile Signature. If any provision of
this Agreement is adjudicated to be invalid under applicable laws or regulations, such provision
shall be inapplicable to the extent of such invalidity without affecting the validity or
enforceability of the remainder of this Agreement which shall be given effect so far as possible.
The captions in this Agreement are intended for convenience and reference only and shall not affect
the meaning or interpretation of this Agreement. This Agreement may be executed in one or more
counterparts (which taken together, as applicable, shall constitute one and the same



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




13









 




instrument) and by facsimile transmission, which facsimile signatures shall be considered
original executed counterparts. Each party to this Agreement agrees that it will be bound by its
own facsimile signature and that it accepts the facsimile signature of each other party.




     6.7 Successors and Assigns. This Agreement (a) shall inure to the benefit of, and may
be enforced by, Secured Party and the Lenders, Transferees, Participants and all future holders of
the Notes, any of the Secured Obligations or any of the Collateral and each of their respective
successors and permitted assigns, and (b) shall be binding upon and enforceable against Pledgor and
Pledgor’s permitted assigns and successors. Pledgor shall not assign, delegate or transfer this
Agreement or any of its rights or obligations hereunder without the prior written consent of
Secured Party. This Agreement shall be binding upon Pledgor and its respective heirs,
administrators, executors, successors and assigns. Nothing contained in this Agreement or any
other Loan Document shall be construed as a delegation to Secured Party or any Lender of Pledgor’s
duty of performance. PLEDGOR ACKNOWLEDGES AND AGREES THAT SECURED PARTY AND THE LENDERS AT ANY
TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND REISSUE (WITHOUT ANY SUBSTANTIVE CHANGES OTHER THAN
THOSE RESULTING FROM SUCH DIVISION) THE NOTES, IF ANY, AND/OR (II) SELL, ASSIGN OR GRANT
PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT, ANY NOTE, THE OBLIGATIONS, THE COLLATERAL AND/OR THE LOAN DOCUMENTS TO ONE OR MORE
TRANSFEREES IN EACH CASE ON THE TERMS AND CONDITIONS PROVIDED IN THE CREDIT AGREEMENT. The terms
“Secured Party” and “Lenders” in this Agreement include Transferees and Participants and Secured
Party’s successors and assigns, each of which shall have all rights and benefits of Secured Party
or the Lenders thereunder. Each Transferee and Participant shall have all of the rights and
benefits with respect to the Secured Obligations, Notes (if any), Collateral, this Agreement and/or
Loan Documents held by it as fully as if the original holder thereof. Notwithstanding any other
provision of this Agreement or any Loan Document, Secured Party and the Lenders may disclose to any
Transferee or Participant all information, reports, financial statements, certificates and
documents obtained under any provision of this Agreement.



     6.8 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO
THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
ARISING HEREUNDER OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH
RESPECT HERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY. PLEDGOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




14









 




PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR SECURED PARTY ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT.




     6.9 Expenses. Pledgor shall pay all reasonable costs and expenses incurred by Secured
Party, the Lenders and/or their Affiliates, including, without limitation, documentation and
diligence fees and expenses, all search, audit, appraisal, recording, professional and filing fees
and expenses and all other out-of-pocket charges and expenses (including, without limitation, UCC
and judgment and tax lien searches and UCC filings and fees for post-Closing UCC and judgment and
tax lien searches and wire transfer fees and audit expenses), and reasonable attorneys’ fees and
expenses, (a) in any effort to enforce, protect or collect payment of any Secured Obligation or to
enforce this Agreement or any related agreement, document or instrument, (b) in connection with
entering into, negotiating, preparing, reviewing and executing this Agreement, the Credit Agreement
and other Loan Documents, and/or any related agreements, documents or instruments, (c) arising in
any way out of administration of the Secured Obligations or the taking or refraining from taking by
Secured Party or the Lenders of any action requested by Pledgor, (d) in connection with
instituting, maintaining, preserving, enforcing and/or foreclosing on Secured Party’s, for the
benefit of itself and the Lenders, Liens in any of the Collateral or securities pledged under this
Agreement, whether through judicial proceedings or otherwise, (e) in defending or prosecuting any
actions, claims or proceedings arising out of or relating to Secured Party’s and/or the Lenders’
transactions with Pledgor, (f) in seeking, obtaining or receiving any advice with respect to its
rights and obligations under this Agreement and any related agreement, document or instrument, (g)
arising out of or relating to any Default or Event of Default or occurring thereafter or as a
result thereof, (h) in connection with all actions, visits, audits and inspections undertaken by
Secured Party or the Lenders or their Affiliates pursuant to this Agreement, and/or (i) in
connection with any modification, restatement, supplement, amendment, waiver or extension of this
Agreement and/or any related agreement, document or instrument. All of the foregoing shall be part
of the Secured Obligations. If Secured Party, any Lender or any of their Affiliates uses in-house
counsel for any purpose under this Agreement for which Pledgor is responsible to pay or indemnify,
Pledgor expressly agree that the Secured Obligations include reasonable charges for such work
commensurate with the fees that would otherwise be charged by outside legal counsel selected by
Secured Party, such Lender or such Affiliate in its sole discretion for the work performed.



     6.10 Termination. This Agreement shall continue in full force and effect until full
performance and indefeasible payment in full in cash of all Secured Obligations and termination of
the Credit Agreement. Notwithstanding any other provision of this Agreement or any Loan Document,
no termination of this Agreement shall affect Secured Party’s or the Lenders’ rights or any of the
Secured Obligations existing as of the effective date of such termination until the Secured
Obligations have been fully performed and indefeasibly paid in cash in full. The Liens granted to
Secured Party, for its benefit and the benefit of the Lenders, hereunder and any financing
statements filed pursuant hereto and the rights and powers of Secured Party and the Lenders
hereunder shall continue in full force and effect until all of the Secured Obligations have been
fully performed and indefeasibly paid in full in cash.



Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




15









 





     6.11 Approvals and Duties; Release of Collateral. Unless expressly provided herein to
the contrary, any approval, consent, waiver or satisfaction of Secured Party or the Lenders with
respect to any matter that is the subject of any Loan Document may be granted or withheld by
Secured Party in its sole and absolute discretion. Secured Party and the Lenders shall have no
responsibility for or obligation or duty with respect to any of the Collateral (other than the duty
of reasonable care with respect to the safekeeping of such Collateral in their custody and
accounting therefor if requested by Pledgor) or any matter or proceeding arising out of or relating
thereto, including, without limitation, any obligation or duty to collect any sums due in respect
thereof or to protect or preserve any rights pertaining thereto. Promptly following full
performance and satisfaction and indefeasible payment in full in cash of all Secured Obligations
and the termination of this Agreement and the Loan Documents, the Liens created hereby shall
terminate and Secured Party and the Lenders shall execute and deliver such documents, at Pledgor’s
expense, as are necessary to release their Liens in the Collateral and shall return the Collateral
to Pledgor. Each of Secured Party and each Lender shall not be deemed to have made any
representation or warranty with respect to any Collateral so delivered except that such Collateral
is free and clear, on the date of such delivery, of any and all Liens arising from its own acts.



     6.12 Survival. It is the express intention and agreement of the parties hereto that
all covenants, representations, warranties and waivers and indemnities made by Pledgor herein shall
survive the execution, delivery and termination of this Agreement until all Secured Obligations are
performed in full and indefeasibly paid in full in cash and the Loan Documents are terminated.



[SIGNATURES ON NEXT PAGE]




Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




16









 





     IN WITNESS WHEREOF, each of the parties hereto has duly executed this Securities Pledge
Agreement as of the date first written above.



	 	 	 	 	 
	 

	 	“Pledgor”:	 	 
	 
	 	 	 	 
	 

	 	GLOBAL EMPLOYMENT SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Howard Brill	 	 
	 

	 	 

Name: Howard Brill
	 	 
	 

	 	Title: Chief Executive Officer and President	 	 
	 

	 	10375 Park Meadows Dr., Suite 375	 	 
	 

	 	Lone Tree, CO 80124	 	 
	 

	 	Attention: Chief Financial Officer	 	 
	 

	 	Telephone: (303) 200-1545	 	 
	 

	 	FAX:          (303) 216-9533	 	 
	 

	 	E-Mail:          dhollenbach@gesnetwork.com	 	 
	 
	 	 	 	 
	 

	 	“Secured Party”:	 	 
	 
	 	 	 	 
	 

	 	CAPITALSOURCE FINANCE LLC	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Albert Rocha	 	 
	 

	 	 

Name: Albert Rocha
	 	 
	 

	 	Title: Senior Counsel	 	 
	 

	 	4445 Willard Avenue, 12th Floor	 	 
	 

	 	Chevy Chase, MD 20815	 	 
	 

	 	Attention: Corporate Finance Group, Portfolio Manager	 	 
	 

	 	Telephone: (301) 841-2700	 	 
	 

	 	FAX:          (301) 841-2360	 	 
	 

	 	E-Mail:           krees@capitalsource.com	 	 






Securities pledge Agreement

Global Employment Solutions, Inc.

(CapitalSource/Global Employment)




S-1









 





Securities Pledge Agreement




Schedule 1.1




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage	 	Certificate
	 	 	 	 	Identity of 	 	of	 	Representing Such
	Pledgor	 	Name of Entity	 	Pledged Equity	 	Ownership	 	Securities
	Global
Employment
Solutions, Inc.

	 	Excell Personnel

Services,

Corporation
	 	Common Stock
	 	 	100	%	 	No. 1
	 
	 	 	 	 	 	 	 	 	 	 
	Global
Employment
Solutions, Inc.

	 	Friendly Advanced

Software
Technology, Inc.
	 	Common Stock
	 	 	100	%	 	No. 1
	 
	 	 	 	 	 	 	 	 	 	 
	Global
Employment
Solutions, Inc.

	 	Main Line Personnel
Services, Inc.
	 	Common Stock
	 	 	100	%	 	No. 1
	 
	 	 	 	 	 	 	 	 	 	 
	Global
Employment
Solutions, Inc.

	 	Southeastern
Personnel
Management, Inc.
	 	Common Stock
	 	 	100	%	 	No. 1
	 
	 	 	 	 	 	 	 	 	 	 
	Global
Employment
Solutions, Inc.

	 	Southeastern
Staffing, Inc.
	 	Common Stock
	 	 	100	%	 	No. 1
	 
	 	 	 	 	 	 	 	 	 	 
	Global
Employment
Solutions, Inc.

	 	Temporary Placement
Service, Inc.
	 	Common Stock
	 	 	100	%	 	No. 1





Securities Pledge Agreement

Global Employment Solutions, Inc.


(CapitalSource/Global Employment)