exv10w5



 





Exhibit 10.5




SECURITY AGREEMENT




     This
SECURITY AGREEMENT (this “Security Agreement”), dated as of
February 28, 2007, is by and
among the GRANTORS listed on the signature pages hereto and such PERSONS that hereafter become
parties to this Security Agreement (each a “Grantor” and collectively, the “Grantors”) and
CAPITALSOURCE FINANCE LLC, in its capacity as Agent for Lenders (as defined below) (in such
capacity, the “Secured Party”). Capitalized terms used herein shall have the meanings ascribed to
them in Section 1 below.



W I T N E S S E T H:




     A. Pursuant to that certain Credit Agreement dated as of the date hereof by and among Global
Employment Solutions, Inc., a Colorado corporation (“Borrower”), Global Employment Holdings, Inc.,
a Delaware corporation (“Parent”), Temporary Placement Service, Inc., a Georgia corporation,
Southeastern Personnel Management, Inc., a Florida corporation, Main Line Personnel Services, Inc.,
a Pennsylvania corporation, Friendly Advanced Software Technology, Inc., a New York corporation,
Excell Personnel Services Corporation, an Illinois corporation, Southeastern Staffing, Inc., a
Florida corporation, Bay HR, Inc., a Florida corporation, Southeastern Georgia HR, Inc., a Georgia
corporation, Southeastern Staffing II, Inc., a Florida corporation, Southeastern Staffing III,
Inc., a Florida corporation, Southeastern Staffing IV, Inc., a Florida corporation, Southeastern
Staffing V, Inc., a Florida corporation, Southeastern Staffing VI, Inc., a Florida corporation,
Keystone Alliance, Inc., a Florida corporation (together with the Borrower and the Parent, the
“Credit Parties”), Agent, and the lenders party thereto (“Lenders”) from time to time (including
all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented
or otherwise modified and in effect, the “Credit Agreement”), Lenders have agreed to make the Loans
described therein to Borrower.



     B. As a condition precedent to Agent and Lenders entering into the Credit Agreement, and
making Loans to the Borrower, Grantors are required to enter into this Security Agreement to secure
the payment and performance of each Grantor’s obligations, liabilities and indebtedness arising
under the Loan Documents to which each such Grantor is a party.



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



     1. Defined Terms. All capitalized terms used but not defined herein have the meanings
given to them in the Credit Agreement or in Appendix A thereto. All other terms contained in this
Security Agreement, unless the context indicates otherwise, have the meanings provided for by the
UCC to the extent the same are used or defined therein. Whenever the context so requires, each
reference to gender includes the masculine and feminine, and the singular number includes the
plural and vice versa. The following capitalized terms shall have the following meanings for
purposes of this Security Agreement:


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          (a) “Account Debtor” means any Person who is obligated under an Account.




          (b) “Acknowledgement of IP Lien” means that certain Acknowledgement of Intellectual Property
Collateral Lien, dated as of the date hereof, by and among Borrower, the other Grantors party
thereto, and the Agent, as amended, supplemented or otherwise modified from time to time.




          (c) “Contractual Obligations” means, with respect to any Person, all of such Person’s
obligations of payment and performance under any agreement, instrument, document, permit, and
certificate, and all other undertakings of such Person.




          (d) “Copyright License” means, with respect to a Grantor, any and all rights now owned or
hereafter acquired by such Grantor under any written agreement granting any right to use any
Copyright or Copyright registration.




          (e) “Copyrights” means, with respect to a Grantor, all of the following now owned or hereafter
adopted or acquired by such Grantor: (i) all copyrights and General Intangibles of like nature
(whether registered or unregistered), all registrations and recordings thereof, and all
applications in connection therewith, including all registrations, recordings and applications in
the United States Copyright Office or in any similar office or agency of the United States, any
state or territory thereof, or any other country or any political subdivision thereof; and (ii) all
reissues, extensions or renewals thereof.




          (f) “Intellectual Property” means, with respect to a Grantor, all of such Grantor’s rights,
title and interest in and to all Copyrights, Patents, Trademarks and Licenses.




          (g) “Lender Parties” means, collectively, Agent and Lenders




          (h) “Licenses” means, with respect to a Grantor, any Copyright License, Patent License,
Trademark License or other license of rights or interests now held or hereafter acquired by such
Grantor.




          (i) “Patent License” means, with respect to a Grantor, rights under any written agreement now
owned or hereafter acquired by such Grantor granting any right with respect to any invention on
which a Patent is in existence.




          (j) “Patents” means, with respect to a Grantor, all of the following in which such Grantor now
holds or hereafter acquires any interest: (i) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for letters patent of the
United States or of any other country, including registrations, recordings and applications in the
United States Patent and Trademark Office or in any similar office or agency of the United States,
any State or any other country, and (ii) all reissues, continuations, continuations-in-part or
extensions thereof.




          (k) “Priority Permitted Liens” means Permitted Liens contemplated by and to the extent
permitted under Sections 7.3(b), (d) and/or (e) of the Credit Agreement.


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          (l) “Trademark License” means, with respect to a Grantor, rights under any written agreement
now owned or hereafter acquired by such Grantor granting any right to use any Trademark.




          (m) “Trademarks” means, with respect to a Grantor, all of the following now owned or hereafter
adopted or acquired by such Grantor: (i) all trademarks, trade names, corporate names, business
names, trade styles, service marks, logos, internet domain names, other source or business
identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and
general intangibles of like nature (whether registered or unregistered), all registrations and
recordings thereof, and all applications (other than intent-to-use applications) in connection
therewith, including registrations, recordings and applications (other than intent-to-use
applications) in the United States Patent and Trademark Office or in any similar office or agency
of the United States, any state or territory thereof, or any other country or any political
subdivision thereof; (ii) all reissues, extensions or renewals thereof; and (iii) all goodwill
associated with or symbolized by any of the foregoing.




          (n) “UCC jurisdiction” means any jurisdiction that has adopted all or substantially all of
Article 9 as contained in the 2000 Official Text of the UCC, as recommended by the National
Conference of Commissioners on Uniform State Laws and the American Law Institute, together with any
subsequent amendments or modifications to the Official Text.




     2. Grant of Lien.



          (a) To secure the prompt and complete payment, performance and observance of all of the
Obligations and all renewals, extensions, restructurings and refinancings thereof, each Grantor
hereby grants, mortgages, pledges and hypothecates to Agent, for the benefit of the Lender Parties,
a Lien upon all of its right, title and interest in, to and under all personal property and other
assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such
Grantor (including under any trade names, styles or derivations thereof), and whether owned or
consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of
which being hereinafter collectively referred to as the “Collateral”), including:





	 	(i)	 	all Accounts;
	 
	 	(ii)	 	all Chattel Paper;
	 
	 	(iii)	 	all Documents;
	 
	 	(iv)	 	all General Intangibles (including payment
intangibles and Software);
	 
	 	(v)	 	all Goods (including Inventory, Equipment and Fixtures);
	 
	 	(vi)	 	all Instruments;
	 
	 	(vii)	 	all Investment Property;





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	 	(viii)	 	all Deposit Accounts, including Blocked Accounts (as defined in
Section 6 below), Concentration Accounts (as defined in
Section 6 below), Designated Deposit Accounts (as defined in
Section 6 below) and all other bank accounts and all deposits
therein;
	 
	 	(ix)	 	all money, cash and cash equivalents;
	 
	 	(x)	 	all Supporting Obligations and Letter-of-Credit
Rights;
	 
	 	(xi)	 	the commercial tort claims described on
Schedule VI attached hereto; and
	 
	 	(xii)	 	all Proceeds, tort claims, insurance claims
and other rights to payment not otherwise included in the foregoing and
products of the foregoing and all accessions to, substitutions and
replacements for, and rents and profits of, each of the foregoing.





          (b) In addition, to secure the prompt and complete payment, performance and observance of the
Obligations and in order to induce Agent and Lenders as aforesaid, each Grantor hereby grants to
Agent, for the benefit of the Lender Parties, a right of setoff against the property of such
Grantor held by Agent or any Lender, consisting of property described above in Section 2(a)
now or hereafter in the possession or custody of or in transit to Agent or any Lender, for any
purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to
which such Grantor may have any right or power.




          (c) The foregoing notwithstanding, and with respect to the grant of Liens and security
interests hereunder only, the term “Collateral” shall not include the following “Excluded
Collateral”: each Grantor’s Equipment, Fixtures and General Intangibles, in each case subject to a
capital lease or other agreement (A) the terms of which expressly prohibit the granting of a lien
or an assignment with respect to such item and then only to the extent (i) any necessary consent
shall not have been obtained, and (ii) the terms of any such capital lease or other agreement are
not in contravention of Sections 9-406, 9-407 or 9-408 of the UCC, or (B) with respect to which the
granting of liens and security interests therein would otherwise result in a loss of rights therein
by operation of law. Each Grantor hereby represents and warrants to Agent and Lenders that (i) the
failure of Agent to receive a security interest in any of the Excluded Collateral shall not result
in Agent failing to have a priority security interest in a material portion of the assets and
Property of the Grantors, and (ii) the Excluded Collateral, when taken as a whole, is not material
to the operations, business, properties or condition of any Grantor.




          (d) The foregoing notwithstanding, the pledge of equity of any foreign Subsidiary of Borrower
shall be limited to sixty-six percent (66%) of the voting equity securities of any such foreign
Subsidiary, to the extent, in any such case, such guaranty or granting, or a pledge of additional
equity securities, would result in material and adverse tax consequences to Borrower under Section
956 of the Code as determined by Agent and the Requisite Lenders in their Permitted Discretion.




     3. Agent’s and Lenders’ Rights; Limitations on Agent’s and Lenders’ Obligations.



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          (a) It is expressly agreed by each Grantor that, anything herein or in any other Loan Document
to the contrary notwithstanding, such Grantor shall remain liable under each of its Contractual
Obligations, including all Permits, to observe and perform all the conditions and obligations to be
observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation
or liability under any Contractual Obligation by reason of or arising out of this Security
Agreement or any other Loan Document or the granting herein of a Lien thereon or the receipt by
Agent or any Lender of any payment relating to any Contractual Obligation pursuant hereto. Neither
Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the
obligations of any Grantor under or pursuant to any Contractual Obligation, or to make any payment,
or to make any inquiry as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by any party under any Contractual Obligation, or to present or file
any claims, or to take any action to collect or enforce any performance or the payment of any
amounts which may have been assigned to it or to which it may be entitled at any time or times.




          (b) At any time an Event of Default has occurred and is continuing, without prior notice to
any Grantor, Agent may notify Account Debtors and other Persons obligated on any of the Collateral
that Agent has a security interest therein, and that payments shall be made directly to Agent, for
the benefit of the Lender Parties, and upon the request of Agent after the occurrence and during
the continuance of an Event of Default, each Grantor shall so notify Account Debtors and other
Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or
other Person obligated on Collateral, no Grantor shall give any contrary instructions to such
Account Debtor or other Person without Agent’s prior written consent.




          (c) Without prior notice to any Grantor, Agent may, in Agent’s own name, in the name of a
nominee of Agent or in the name of any Grantor, communicate (by mail, telephone, facsimile or
otherwise) with Account Debtors, parties to Contractual Obligations and obligors in respect of
Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, terms of,
and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles.




     4. Representations and Warranties. Each Grantor represents and warrants to Agent and
the other Lender Parties that:



          (a) Such Grantor has rights in and the power to transfer each item of the Collateral upon
which it purports to grant a Lien hereunder free and clear of any and all Liens other than
Permitted Liens.




          (b) No effective security agreement, financing statement, equivalent security or Lien
instrument or continuation statement covering all or any part of the Collateral is on file or of
record in any public office, except such as may have been filed (i) by such Grantor in favor of
Agent pursuant to this Security Agreement or the other Loan Documents, and (ii) in connection with
any other Permitted Liens.




          (c) This Security Agreement is effective to create a valid and continuing Lien on and, upon
the filing of financing statements naming each Grantor as “debtor,” naming Agent



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as
“secured party” and describing the Collateral in the filing offices with respect to such
Grantor set forth on Schedule I hereto, a perfected Lien in favor of Agent, for the benefit
of the Lender Parties, on the Collateral with respect to which a Lien may be perfected by filing
pursuant to the UCC. Such Lien is prior to all other Liens, except Priority Permitted Liens, and
is enforceable as such against any and all creditors of and purchasers from such Grantor (other
than purchasers and lessees of Inventory in the ordinary course of business and non-exclusive
licensees of General Intangibles in the ordinary course of business). Except as set forth in
Sections 4(d), 4(f), and 4(g), all action by such Grantor necessary or reasonably
desirable to protect and perfect such Lien on each item of such Collateral has been duly taken.
Except as set forth in Sections 4(d) and 6(a), other than (i) filing of the necessary UCC financing
statements and (ii) an Acknowledgement of IP Lien with respect to federally registered patents,
trademarks and copyrights, no authorization, approval or consent is required to be obtained from
any Governmental Authority or other Person for the grant of the security interest herein, the
perfection thereof or the exercise by Agent of its rights and remedies hereunder.




          (d) Schedule II hereto lists all Capital Stock, Instruments, Documents, Letter of
Credit Rights and Chattel Paper in which such Grantor has an interest as of the date hereof. All
action by such Grantor necessary or desirable to protect and perfect the Lien of Agent on each item
set forth on Schedule II (including the delivery of all originals thereof to Agent as
required by Section 5(a) and the legending of all Chattel Paper as required by Section
5(b)) has been duly taken. The Lien of Agent, for the benefit of the Lender Parties, on the
Collateral listed on Schedule II hereto is prior to all other Liens, except Permitted Liens
that would be prior to the Liens in favor of Agent as a matter of law, and is enforceable as such
against any and all creditors of and purchasers from such Grantor.




          (e) Such Grantor’s name as it appears in official filings in the state of its incorporation or
organization, all prior names of such Grantor during the past five (5) years, as they appeared from
time to time in official filings in the state of its incorporation or organization, the type of
entity of such Grantor (including corporation, partnership, limited partnership or limited
liability company), organizational identification number issued by such Grantor’s state of
incorporation or organization or a statement that no such number has been issued, such Grantor’s
state of organization or incorporation, the location of such Grantor’s chief executive office,
principal place of business, other offices, all warehouses, consignees and processors with whom
Inventory or other Collateral is stored or located and other premises where Collateral and Excluded
Collateral is stored or located, and the locations of its books and records concerning the
Collateral and Excluded Collateral are set forth on Schedule III hereto. Schedule
III hereto also sets forth the name as it appears in official filings in the state of its
incorporation or organization of any Person from whom such Grantor has acquired assets during the
past five (5) years, other than assets acquired in the ordinary course of such selling Person’s
business, a description of all mergers that such Grantor has been a party to during the past five
(5) years, and a list of all prior locations of such Grantor during the past five (5) years. Such
Grantor has only one state of incorporation or organization.




          (f) All motor vehicles owned by such Grantor as of the date hereof are listed on Schedule
IV hereto, by model, model year and vehicle identification number, and, if requested by Agent
with respect to any motor vehicle that is not subject to a Permitted Lien, each Grantor shall
deliver to Agent motor vehicle title certificates for all such motor vehicles from




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time to time owned by such Grantor and shall cause such title certificates to be filed (with Agent’s
Lien noted thereon) in the appropriate state motor vehicle filing offices.




          (g) As of the Closing Date, such Grantor does not have any interest in, or title to, any
Patent, Trademark or Copyright except as set forth in Schedule 5.11 of the Credit
Agreement. This Security Agreement is effective to create a valid and continuing Lien on and, upon
filing of the financing statements naming each Grantor as “debtor,” naming Agent as “secured party”
and describing the Collateral in the filing offices with respect to such Grantor set forth on
Schedule I hereto and the Acknowledgment of IP Lien with the United States Copyright Office
and the United States Patent and Trademark Office, perfected Liens in favor of Agent on such
Grantor’s federally registered Patents, Trademarks and Copyrights, and such perfected Liens are
enforceable as such as against any and all creditors of and purchasers from such Grantor. As of
the date hereof, upon filing of the Acknowledgement of IP Lien with the United States Copyright
Office and the United States Patent and Trademark Office and the filing of appropriate financing
statements in the filing offices set forth on Schedule I hereto, all action necessary or
reasonably desirable to protect and perfect Agent’s Lien on such Grantor’s federally registered
Patents, Trademarks or Copyrights, as applicable, shall have been, or promptly after the Closing
Date will be, duly taken.




     5. Covenants. Without limiting each Grantor’s covenants and agreements contained in
the Credit Agreement and the other Loan Documents, each Grantor covenants and agrees with Agent,
for the benefit of the Lender Parties, that:



          (a) Further Assurances; Pledge of Instruments; Chattel Paper.




               (i) At any time and from time to time, upon the written request of Agent and at the sole
expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such
further instruments and documents and take such further actions as Agent may deem necessary or
reasonably desirable to obtain the full benefits of this Security Agreement and of the rights and
powers herein granted, including using commercially reasonable efforts to secure all consents and
approvals necessary or appropriate for the assignment to or for the benefit of Agent of any
Contractual Obligation, including any Permit, held by such Grantor and to enforce the security
interests granted hereunder.



               (ii) Upon request by Agent, such Grantor shall deliver to Agent all Collateral consisting of
negotiable Documents, certificated Capital Stock, Chattel Paper and Instruments (other than checks
received and deposited by such Grantor for collection in the ordinary course of business), in each
case, accompanied by stock powers, allonges or other instruments of transfer executed in blank,
promptly after such Grantor receives the same; provided, that so long as no Event of
Default shall have occurred and be continuing, promptly upon such Grantor’s request, Agent shall
make available to such Grantor, for purposes of presentation, collection and renewal (any such
arrangement to be effected, to the extent deemed appropriate by Agent, against trust receipt or
like document), any Instruments, negotiable Documents and Chattel Paper previously pledged and
delivered to Agent by such Grantor.



               (iii) Such Grantor shall, upon the request of Agent, (x) obtain waivers or subordinations of
Liens from landlords, bailees and mortgagees, and (y) obtain signed


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acknowledgements of Agent’s Liens from bailees having possession of such Grantor’s Goods that
they hold for the benefit of Agent.



               (iv) Upon request by Agent, such Grantor shall obtain authenticated letters of control from
each issuer of uncertificated securities, securities intermediary, or commodities intermediary
issuing or holding any financial assets or commodities to or for such Grantor.



               (v) As required by this Security Agreement, such Grantor shall obtain an Account Control
Agreement with each bank or financial institution holding a Deposit Account for such Grantor.



               (vi) If such Grantor is or becomes the beneficiary of a letter of credit, upon Agent’s
request, enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with
respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing
all payments thereunder to a Deposit Account subject to an Account Control Agreement, all in form
and substance satisfactory to Agent.



               (vii) Such Grantor shall take all steps reasonably necessary to grant Agent control of all
electronic Chattel Paper in accordance with the UCC and all “transferable records,” as defined in
each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and
National Commerce Act.



               (viii) Such Grantor hereby irrevocably authorizes Agent at any time and from time to time to
file in any filing office in any UCC jurisdiction any initial financing statements and amendments
thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar
effect, regardless of whether any particular asset comprised in the Collateral falls within the
scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or
with greater detail, and (b) contain any other information required by part 5 of Article 9 of the
UCC for the sufficiency or filing office acceptance of any financing statement or amendment,
including (i) whether such Grantor is an organization, the type of organization and any
organization identification number issued to such Grantor, and (ii) in the case of a financing
statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber
to be cut, a sufficient description of real property to which the Collateral relates. Such Grantor
agrees to furnish any such information to the Agent promptly upon Agent’s request.



               (ix) Such Grantor shall enter into a supplement to this Security Agreement, granting to Agent
a Lien in any commercial tort claim acquired by it after the date hereof.



          (b) Maintenance of Records. Such Grantor shall keep and maintain, at its own cost and
expense, accurate and complete records of the Collateral and Excluded Collateral, including a
record of any and all payments received and any and all credits granted with respect to the
Collateral and Excluded Collateral and all other dealings with the Collateral and Excluded
Collateral. Such Grantor shall mark its books and records pertaining to the Collateral to evidence
this Security Agreement and the Liens granted hereby. If such Grantor retains



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possession of any
Chattel Paper or Instruments (other than checks received and deposited by such Grantor for
collection in the ordinary course of business) with Agent’s consent, such Chattel Paper and
Instruments shall be marked with the following legend: “This writing and the
obligations evidenced or secured hereby are subject to the security interest of CapitalSource
Finance LLC, as Agent, for the benefit of certain Lenders.”




          (c) Covenants Regarding Patent, Trademark and Copyright Collateral.




               (i) Promptly upon receipt, Grantor shall give the Secured Party copies of all registration and
filings with respect to its Intellectual Property. In no event shall such Grantor, either directly
or through any agent, employee, licensee or designee, file an application for the registration of
any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United
States Copyright Office or any similar office or agency without giving Agent prior written notice
thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all patent
security agreements, copyright security agreements or trademark security agreements as Agent may
request to evidence Agent’s Lien on such Patent, Trademark or Copyright, and the General
Intangibles of such Grantor relating thereto or represented thereby.



               (ii) Such Grantor shall take all actions necessary or reasonably requested by Agent to
maintain and pursue (and not abandon) each application, to obtain the relevant registration and to
maintain the registration of each Patent, Trademark and Copyright (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits of
noncontestability and opposition and interference and cancellation proceedings, unless such Grantor
shall determine in its good faith business judgment that such Patent, Trademark or Copyright is not
material to the conduct of its business.



               (iii) In the event that any of the Patent, Trademark or Copyright Collateral is infringed
upon, or misappropriated or diluted by a third party, such Grantor shall notify Agent thereof and
shall provide such instruments, amended schedules, or other documents that the Agent may request,
granting to Agent a Lien in the resulting commercial tort claim. Such Grantor shall, unless it
shall determine in its good faith business judgment that such Patent, Trademark or Copyright
Collateral is in no way material to the conduct of its business or operations, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and shall take such other reasonable actions as Agent
shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright
Collateral. Such Grantor shall take all commercially reasonable steps necessary to defend itself
against any Person accusing it of infringing any Person’s Intellectual Property.



          (d) Compliance with Terms of Accounts, etc. Such Grantor will perform and comply in
all material respects with all obligations in respect of the Collateral and Excluded Collateral and
all other agreements to which it is a party or by which it is bound relating to the Collateral and
Excluded Collateral.




          (e) Further Identification of Collateral and Excluded Collateral. Such Grantor will,
if requested by Agent, furnish to Agent, as often as Agent reasonably requests, statements and
schedules further identifying and describing the Collateral and Excluded Collateral and such



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other
reports in connection with the Collateral and Excluded Collateral as Agent reasonably may request,
all in such detail as Agent may specify. Such Grantor shall promptly notify Agent in writing upon
acquiring any interest hereafter in property that is of a type where a security interest
or lien must be or may be registered, recorded or filed under, or notice thereof given under,
any federal statute or regulation.




          (f) Terminations; Amendments Not Authorized. Such Grantor acknowledges that it is not
authorized to file any financing statement or amendment or termination statement with respect to
any financing statement filed in favor of Agent without the prior written consent of Agent and
agrees that it will not do so without the prior written consent of Agent, subject to such Grantor’s
rights under Section 9-509(d)(2) of the UCC.




          (g) Use of Collateral. Such Grantor will do nothing to impair the rights of Agent in
any of the Collateral. Except as provided in the Credit Agreement, such Grantor will not adjust,
settle or compromise the amount or payment of any Account, or release wholly or partly any Account
Debtor thereof or allow any credit or discount thereon (other than credits and discounts in the
ordinary course of business).




          (h) Federal Claims. Such Grantor shall take such steps as may be necessary to comply
with any applicable federal or state assignment of claims laws or other comparable laws if any
Collateral constitutes a claim against the United States government, any state government or any
instrumentality or agent thereof, the assignment of which is restricted by federal or state law.




     6. Bank Accounts; Collection of Accounts; Payments.



          (a) Upon the request by Agent, Agent and each Grantor shall enter into an Account Control
Agreement with each financial institution at which such Grantor maintains any Deposit Account,
including, without limitation, the respective Deposit Accounts set forth on Schedule V
hereto (each such Deposit Account, and any other Deposit Account which from time to time hereafter
shall be subject to an Account Control Agreement is herein referred to as a “Designated Deposit
Account”). Each Account Control Agreement shall provide (unless otherwise agreed to by the parties
thereto), among other things, that (i) all items of payment deposited in each Designated Deposit
Account subject thereto shall be held by the applicable financial institution (each financial
institution party to an Account Control Agreement is herein referred to as a “Designated Depositary
Account Bank”), as agent or bailee-in-possession for Agent, on behalf of the Lender Parties, (ii)
the Designated Depositary Account Bank executing such Account Control Agreement has no rights of
offset or recoupment of any other claim against any Designated Deposit Account subject thereto,
other than for customary payment of its services and other charges directly related to the
administration of each such Designated Deposit Account and for returned checks or other returned
items of payment, and (iii) solely to the extent permitted by the immediately following sentence,
the applicable Designated Depositary Account Bank will transfer all amounts held or deposited from
time to time in any such Designated Deposit Account as Agent may so direct in a written notice of
sole control. With respect to Designated Deposit Accounts that are not used for collections (e.g.,
disbursement only deposit accounts), Agent agrees that (x) it will not deliver a notice of sole
control to a Designated Depositary Account Bank as contemplated by the pertinent Account Control
Agreement until



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such time as an Event of Default has occurred and is continuing, and (y) upon the
waiver of any such Event of Default by Agent or Requisite Lenders, as the case may be, Agent will
withdraw in writing any such notice of sole control previously delivered to a Designated Depositary
Account Bank and take such other action as may be reasonably necessary to restore such
Grantor’s right to access the pertinent Designated Deposit Account. Each Grantor hereby grants to
Agent, for the benefit of the Lender Parties, a continuing lien upon, and security interest in, all
Designated Deposit Accounts now or at any time hereafter established and/or maintained by such
Grantor and all funds at any time paid, deposited, credited or held in such accounts (whether for
collection, provisionally or otherwise) or otherwise in the possession of any Designated Depositary
Account Bank for deposit into a Designated Deposit Account, and such Grantor acknowledges and
agrees that each Designated Depositary Account Bank shall act as Agent’s agent in connection
therewith as may be required pursuant to the pertinent Account Control Agreement. No Grantor shall
establish any Deposit Account with any financial institution unless, prior to such establishment,
Agent, the applicable Grantor and such financial institution shall have entered into an Account
Control Agreement.




          (b) Each Grantor shall establish lockbox or blocked accounts (collectively, “Blocked
Accounts”) in such Grantor’s name with such banks as are reasonably acceptable to Agent
(“Collecting Banks”), subject to an Account Control Agreement pursuant to which all Account Debtors
shall directly remit all payments on Accounts and in which such Grantor will immediately deposit
all cash payments for Inventory or other cash payments constituting proceeds of Collateral and
Excluded Collateral, in the identical form in which such payment was made, whether by cash or
check. In addition, Agent, for the benefit of the Lender Parties, may establish one or more
depository accounts at each Collecting Bank or at a centrally located bank in the name of Agent or
such Grantor as customer (collectively, the “Concentration Accounts”). All amounts held or
deposited from time to time in the Blocked Accounts held by such Collecting Bank shall be
transferred on a daily basis to Agent (as Agent may direct) or any of the Concentration Accounts.
Subject to the foregoing, each Grantor hereby agrees that all payments received by Agent or any
Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts
or Concentration Accounts or otherwise received by Agent or any Lender and whether on the Accounts
or as proceeds of other Collateral or otherwise will be subject to a valid and perfected first
priority security interest in favor of Agent, for the benefit of the Lender Parties. Each Grantor,
and any of its Affiliates, employees, agents and other Persons acting for or in concert with such
Grantor shall, acting as trustee for Agent and Lenders, receive any moneys, checks, notes, drafts
or other payments relating to and/or constituting proceeds of Accounts or other Collateral or
Excluded Collateral which come into the possession or under the control of such Grantor or any
Affiliates, employees, agents, or other Persons acting for or in concert with such Grantor, and
immediately upon receipt thereof, such Grantor or such Persons shall deposit the same or cause the
same to be deposited in kind, in a Blocked Account or other account subject to an Account Control
Agreement.




          (c) If at any time a Collecting Bank is obligated to transfer to Agent or any Concentration
Account all amounts held or deposited in the Blocked Accounts held by such Collecting Bank, no
Grantor shall nor shall any such Grantor permit any Subsidiary to, accumulate or maintain cash in
any disbursement or payroll account, as of any date, in an amount



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in excess of checks outstanding
against such account as of such date and amounts necessary to meet minimum balance requirements.




          (d) Each Grantor shall close any of its Designated Deposit Accounts (and promptly establish
replacement Designated Deposit Accounts with a Designated Depositary Account
Bank) maintained with a Designated Depositary Account Bank which is the subject of a written
notice from Agent that the creditworthiness of such Designated Depositary Account Bank or any of
its affiliates is no longer reasonably acceptable to Agent, or that the operating performance,
funds transfer or availability procedures or performance with respect to any Account Control
Agreement of such Designated Depositary Account Bank is no longer acceptable in Agent’s reasonable
judgment.




     7. Agent’s Appointment as Attorney-In-Fact.



     On the Closing Date each Grantor shall execute and deliver to Agent a power of attorney (the
“Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of
attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be
irrevocable. The powers conferred on Agent, for the benefit of the Lender Parties, under the Power
of Attorney are solely to protect Agent’s interests (for the benefit of the Lender Parties) in the
Collateral and the Excluded Collateral, and shall not impose any duty upon Agent or any Lender to
exercise any such powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR
FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE
SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF
COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.



     8. Remedies; Rights Upon Default.



          (a) In addition to all other rights and remedies granted under this Security Agreement, the
Credit Agreement, the other Loan Documents and under any other instrument or agreement securing,
evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and
be continuing, Agent may exercise all rights and remedies of a secured party under the UCC.
Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such
event Agent, without demand of performance or other demand, advertisement or notice of any kind
(except the notice specified below of time and place of public or private sale) to or upon such
Grantor or any other Person (all and each of which demands, advertisements and notices are hereby
expressly waived to the maximum extent permitted by the UCC and other applicable law), may
forthwith (personally or through its agents or attorneys) enter upon the premises where any
Collateral or Excluded Collateral is located, without any obligation to pay rent, through
self-help, without judicial process, without first obtaining a final judgment or giving such
Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may
take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the
Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or
options to purchase, or otherwise dispose



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of and deliver said Collateral (or contract to do so), or
any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at
such prices as it may deem acceptable, for cash or on credit or for future delivery without
assumption of any credit risk. To facilitate the foregoing, Agent shall have the right to take
possession of each Grantor’s original books and records, to obtain access to each Grantor’s data
processing equipment, computer hardware and
Software and to use all of the foregoing and the information contained therein in any manner
which Agent deems appropriate. Agent or any Lender shall have the right upon any such public sale
or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for
the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any
right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales
may be adjourned and continued from time to time with or without notice. Agent shall have the
right to conduct such sales on each Grantor’s premises or elsewhere and shall have the right to use
such Grantor’s premises without charge for such time or times as Agent deems necessary or
advisable.




     If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at
Agent’s request, to assemble the Collateral and make it available to Agent at a place or places
designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such
Grantor’s premises or elsewhere. Without limiting the foregoing, Agent shall also have the right
to require that each Grantor store and keep any Collateral pending further action by Agent, and
while Collateral is so stored or kept, provide such guards and maintenance services as shall be
necessary to protect the same and to preserve and maintain the Collateral in good condition. Until
Agent is able to effect a sale, lease, license or other disposition of Collateral, Agent shall have
the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate
for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate
by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of any
Grantor as against third parties with respect to Collateral while Collateral is in the possession
of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take
possession of Collateral and to enforce any of Agent’s remedies (for the benefit of the Lender
Parties), with respect to such appointment without prior notice or hearing as to such appointment.
Agent shall apply the net proceeds of any sale, lease, license, other disposition of, or any
collection, recovery, receipt, or realization on, the Collateral to the Obligations as provided in
the Credit Agreement, and only after so paying over such net proceeds, and after the payment by
Agent of any other amount required by any provision of law, need Agent account for the surplus, if
any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all
claims, damages, and demands against Agent or any Lender arising out of the repossession, retention
or sale of the Collateral or Excluded Collateral except such as arise solely out of the gross
negligence or willful misconduct of Agent or such Lender as finally determined by a court of
competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time
and place of any public sale or of the time after which a private sale may take place is reasonable
notification of such matters (provided that no such notice shall be required for Collateral that
(i) is perishable, (ii) threatens to decline speedily in value, or (iii) is of a type customarily
sold on a recognized market). Notwithstanding any such notice of sale, Agent shall not be
obligated to make any sale of Collateral. In connection with any sale, lease, license or other
disposition of Collateral, Agent may disclaim any warranties that might arise in connection
therewith and Agent shall have no obligation to provide any warranties at such time. Each


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Grantor
shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral
are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred
by Agent or any Lender to collect such deficiency.



          (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment,
demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Security Agreement or any Collateral.




          (c) To the extent that applicable law imposes duties on Agent to exercise remedies in a
commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially
unreasonable for Agent (i) to fail to incur expenses deemed significant by Agent to prepare
Collateral for disposition or otherwise to complete raw material or work in process into finished
goods or other finished products for disposition, (ii) to fail to obtain third party consents for
access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to
obtain governmental or third party consents for the collection or disposition of Collateral to be
collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or
other Persons obligated on Collateral or to remove Liens on or any adverse claims against
Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons
obligated on Collateral directly or through the use of collection agencies and other collection
specialists, (v) to advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other
Persons, whether or not in the same business as such Grantor, for expressions of interest in
acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the Collateral is of a specialized
nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of
assets of the types included in the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail
markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi)
to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or
disposition of Collateral or Excluded Collateral or to provide to Agent a guaranteed return from
the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Agent, to
obtain the services of other brokers, investment bankers, consultants and other professionals to
assist Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges
that the purpose of this Section 8(c) is to provide non-exhaustive indications of what
actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of
remedies against the Collateral and that other actions or omissions by Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section 8(c).
Without limitation upon the foregoing, nothing contained in this Section 8(c) shall be
construed to grant any rights to any Grantor or to impose any duties on Agent that would not have
been granted or imposed by this Security Agreement or by applicable law in the absence of this
Section 8(c).




          (d) Neither Agent nor any Lender shall be required to make any demand upon, or pursue or
exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor
or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of
their rights or remedies with respect to any Collateral therefor or any direct or indirect
guarantee thereof. Neither Agent nor any Lender shall be required to marshal



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the Collateral or any
guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular
order, and all of its and their rights hereunder or under any other Loan Document shall be
cumulative. To the extent it may lawfully do so, each Grantor absolutely and
irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert
against Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar
laws and any and all rights or defenses (other than indefeasible payment) it may have as a surety
now or hereafter existing which, but for this provision, might be applicable to the sale of any
Collateral made under the judgment, order or decree of any court, or privately under the power of
sale conferred by this Security Agreement, or otherwise.




     9. Grant of License to Use Property. For the purpose of enabling Agent to exercise
rights and remedies under Section 8 hereof (including, without limiting the terms of
Section 8 hereof, in order to take possession of, collect, receive, assemble, process,
appropriate, remove, realize upon, sell, lease, license, assign, give an option or options to
purchase or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to
exercise such rights and remedies after the occurrence and during the continuance of an Event of
Default, each Grantor hereby grants to Agent, for the benefit of the Lender Parties, an
irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to
such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in such license
access to all media in which any of the licensed items may be recorded or stored and to all
Software and programs used for the compilation or printout thereof and an irrevocable license
(exercisable without payment of rent or other compensation to such Grantor) to use and occupy all
real estate owned or leased by such Grantor.



     10. Limitation on Agent’s and Lenders’ Duty in Respect of Collateral. Agent and each
Lender shall use reasonable care with respect to the Collateral and Excluded Collateral, if any, in
its possession or under its control. Neither Agent nor any Lender shall have any other duty as to
any Collateral or Excluded Collateral in its possession or control or in the possession or control
of any agent or nominee of Agent or such Lender, or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral or Excluded Collateral
in its possession if such Collateral and Excluded Collateral is accorded treatment substantially
equal to that which it accords its own property. Agent shall not be liable or responsible for any
loss or damage to any of the Collateral or Excluded Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency,
consignee or other agent or bailee selected by Agent in good faith.



     11. Reinstatement. This Security Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part
of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
otherwise, all as though such payment or performance had not been made. In the event that any


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payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.



     12. Expenses and Attorneys Fees. Without limiting each Grantor’s obligations under
the Credit Agreement or the other Loan Documents, each Grantor jointly and severally agrees to
promptly pay all (to the extent required by the Credit Agreement) fees, costs and expenses
(including reasonable attorneys’ fees and expenses and allocated costs of internal legal staff)
incurred in connection with (a) protecting, storing, warehousing, appraising, insuring, handling,
maintaining and shipping the Collateral, (b) creating, perfecting, maintaining and enforcing
Agent’s Liens and (c) collecting, enforcing, retaking, holding, preparing for disposition,
processing and disposing of Collateral.



     13. Notices. Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any of the parties
desires to give and serve upon any other party any communication with respect to this Security
Agreement, each such notice, demand, request, consent, approval, declaration or other communication
shall be in writing and shall be given in the manner, and deemed received, as provided for in the
Credit Agreement.



     14. Limitation by Law. All rights, remedies and powers provided in this Security
Agreement may be exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Security Agreement are intended to be
subject to all applicable mandatory provisions of law that may be controlling and to be limited to
the extent necessary so that they shall not render this Security Agreement invalid, unenforceable,
in whole or in part, or not entitled to be recorded, registered or filed under the provisions of
any applicable law.



     15. Termination of this Security Agreement. Subject to Section 11 hereof,
this Security Agreement shall remain in full force and effect until payment in full in cash and
performance of all of the Obligations, termination of the Commitments and all outstanding Letters
of Credit and a release of all claims against Agent and the other Lender Parties, and so long as no
suits, actions, proceedings, or claims are pending or threatened against any Indemnitee asserting
any damages, losses or liabilities are indemnified liabilities hereunder or under the Credit
Agreement, whereupon this Security Agreement shall terminate without further action on the part of
any Person.



     16. Successors and Assigns. This Security Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns except that no
Grantor may assign its rights or obligations hereunder without the written consent of all Lenders.
No sales of participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner impair the Lien granted to Agent, for the benefit of the Lender
Parties, hereunder.


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     17. Counterparts. This Security Agreement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original,
but all of which counterparts taken together shall constitute but one in the same instrument. This
Security Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto. This Security Agreement may be authenticated by manual
signature, facsimile or, if approved in writing by Agent, electronic means, all of which shall be
equally valid.



     18. Applicable Law. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, 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.



     19. Headings. Section headings are included herein for convenience of reference only
and shall not constitute a part of this Security Agreement for any other purposes or be given
substantive effect.



     20. Benefit of the Lender Parties. All Liens granted or contemplated hereby shall be
for the benefit of Agent, individually, and the other Lender Parties, and all proceeds or payments
realized from Collateral in accordance herewith shall be applied to the Obligations in accordance
with the terms of the Credit Agreement.



     21. Conflict. In the event of any conflict between any term, covenant or condition of
this Security Agreement and any term, covenant or condition of the Credit Agreement, the provisions
of the Credit Agreement shall control and govern.



     22. Joint and Several. The obligations, covenants and agreements of Grantors
hereunder shall be the joint and several obligations, covenants and agreements of each Grantor.



[Remainder of page intentionally left blank; signature pages follow]



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     IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above.



GRANTORS:




GLOBAL EMPLOYMENT SOLUTIONS,

a Colorado corporation

GLOBAL EMPLOYMENT HOLDINGS, INC.,

a Delaware corporation




	 	 	 	 	 
	 

	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	Chief Executive Officer and President
	 
	 	 	 	 
	 	 	[signatures continue on next page]





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TEMPORARY PLACEMENT SERVICE, INC.,

a Georgia corporation

SOUTHEASTERN PERSONNEL MANAGEMENT, INC.,

a Florida corporation

MAIN LINE PERSONNEL SERVICES, INC.,

a Pennsylvania corporation

FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.,

a New York corporation

EXCELL PERSONNEL SERVICES CORPORATION,

an Illinois corporation

SOUTHEASTERN STAFFING, INC.,

a Florida corporation

BAY HR, INC.,

a Florida corporation

SOUTHEASTERN GEORGIA HR, INC.,

a Georgia corporation

SOUTHEASTERN STAFFING II, INC.,

a Florida corporation

SOUTHEASTERN STAFFING III, INC.,

a Florida corporation

SOUTHEASTERN STAFFING IV, INC.,

a Florida corporation

SOUTHEASTERN STAFFING V, INC.,

a Florida corporation

SOUTHEASTERN STAFFING VI, INC.,

a Florida corporation




	 	 	 	 	 
	 

	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	Executive Vice President
	 
	 	 	 	 
	 	 	KEYSTONE ALLIANCE, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	[signatures continue on next page]





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	 	 	AGENT:
	 
	 	 	 	 
	 	 	CAPITALSOURCE FINANCE LLC, as Agent
	 
	 	 	 	 
	 

	 	By:	 	/s/ Albert Rocha
	 

	 	 	 	 
	 

	 	Name:	 	Albert Rocha
	 

	 	 	 	 
	 

	 	Title:	 	Senior Counsel
	 

	 	 	 	 





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SCHEDULE I

to

SECURITY AGREEMENT




Filing Jurisdictions




The office of the Secretary of State of the State of Colorado




     Global Employment Solutions, Inc.



The office of the Secretary of State of the State of Delaware




     Global Employment Holdings, Inc.



The Florida Secured Transaction Registry of the State of Florida




     Bay HR, Inc.



     Keystone Alliance, Inc.



     Southeastern Personnel Management, Inc.



     Southeastern Staffing, Inc.



     Southeastern Staffing II, Inc.



     Southeastern Staffing III, Inc.



     Southeastern Staffing IV, Inc.



     Southeastern Staffing V, Inc.



     Southeastern Staffing VI, Inc.



The office of the clerk of the superior court of any county of the State of Georgia




     Southeastern Georgia HR, Inc.



     Temporary Placement Service, Inc.



The office of the Secretary of State of the State of Illinois




     Excell Personnel Services Corporation


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The office of the Secretary of State of the State of New York




     Friendly Advanced Software Technology, Inc.



The office of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania




     Main Line Personnel Services, Inc.



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SCHEDULE II

to

SECURITY AGREEMENT




Capital Stock, Instruments, Documents, Chattel Paper

and Letter of Credit Rights





	1)	 	Global Employment Holdings, Inc.






	 	a)	 	Capital Stock






	 	i)	 	100 shares of common stock of Keystone Alliance, Inc.
	 
	 	ii)	 	100 shares of common stock of Global Employment Solutions, Inc.






	 	b)	 	Instruments, Documents, Letter of Credit Rights and Chattel Paper






	 	i)	 	None






	2)	 	Global Employment Solutions, Inc.






	 	a)	 	Capital Stock






	 	i)	 	1,000 shares of common stock of Excell Personnel Services Corporation
	 
	 	ii)	 	1,000 shares of common stock of Friendly Advanced Software Technology, Inc.
	 
	 	iii)	 	100 shares of common stock of Main Line Personnel Services, Inc.
	 
	 	iv)	 	2,000 shares of common stock of Southeastern Personnel Management, Inc.
	 
	 	v)	 	1,000 shares of common stock of Southeastern Staffing, Inc.
	 
	 	vi)	 	1,000 shares of common stock of Temporary Placement Service, Inc.






	 	b)	 	Instruments, Documents, Letter of Credit Rights and Chattel Paper






	 	i)	 	Promissory Note with Guaranty issued by Tommy Jenkins, Brasstown Dental Arts in
the principal amount $30,115.72, dated January 15, 20071
	 
	 	ii)	 	Promissory Note with Guaranty issued by Steve Simonds, d/b/a Right to Privacy
Recycling, LLC, in the principal amount $13,867.48, dated December 1, 20042







 




			
	1	 	The note is issued by a customer of Temporary
Placement Service, Inc. (“TPS”) but issued in the name of Global Employment
Solutions, Inc. Borrower considers the note to be worthless.
	 
	2	 	The note is issued by a customer of TPS but
issued in the name of Global Employment Solutions, Inc. Borrower considers the
note to be worthless.



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	 	iii)	 	Promissory note issued by Chad Hill, d/b/a/ Realty Ready, in the principal
amount $139,960.14, dated November 1, 20043






	3)	 	Southeastern Staffing, Inc.






	 	a)	 	Capital Stock






	 	i)	 	1,000 shares of common stock of Bay HR, Inc.
	 
	 	ii)	 	2,000 shares of common stock of Southeastern Georgia HR, Inc.

	 
	 	iii)	 	2,000 shares of common stock of Southeastern Staffing II, Inc.
	 
	 	iv)	 	2,000 shares of common stock of Southeastern Staffing III, Inc.
	 
	 	v)	 	2,000 shares of common stock of Southeastern Staffing IV, Inc.
	 
	 	vi)	 	2,000 shares of common stock of Southeastern Staffing V, Inc.
	 
	 	vii)	 	1,000 shares of common stock of Southeastern Staffing VI, Inc.






	 	b)	 	Instruments, Documents, Letter of Credit Rights and Chattel Paper






	 	i)	 	None.






	4)	 	Temporary Placement Service, Inc.






	 	a)	 	Capital Stock






	 	i)	 	None






	 	b)	 	Instruments, Documents, Letter of Credit Rights and Chattel Paper






	 	i)	 	See Global Employment Solutions, Inc.







 




			
	3	 	The note is issued by a customer of TPS but
issued in the name of Global Employment Solutions, Inc. Borrower considers the
note to be worthless.



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SCHEDULE III

to

SECURITY AGREEMENT




Schedule of Organizational Identification, Offices,

Locations of Collateral, Excluded Collateral

and Records Concerning Collateral and Excluded Collateral, Identification of

Asset Purchases, Mergers and Prior Locations





	I.	 	Each Grantor’s current name and prior official names during
the past five years:





	 	 	 
	Current Name
	 	Prior Names
	Bay HR, Inc.

	 	—
	Excell Personnel Services Corporation

	 	—
	Friendly Advanced Software Technology, Inc.

	 	—
	Global Employment Holdings, Inc.

	 	R&R Acquisition I, Inc.

R&R Biotech Acquisition I,

Inc.
	Global Employment Solutions, Inc.

	 	—
	Keystone Alliance, Inc.

	 	—
	Main Line Personnel Services, Inc.

	 	—
	Southeastern Georgia HR, Inc.

	 	Ogleburge Publishing, Inc.
	Southeastern Personnel Management, Inc.

	 	—
	Southeastern Staffing, Inc.

	 	—
	Southeastern Staffing II, Inc.

	 	—
	Southeastern Staffing III, Inc.

	 	—
	Southeastern Staffing IV, Inc.

	 	—
	Southeastern Staffing V, Inc.

	 	—
	Southeastern Staffing VI, Inc.

	 	—
	Temporary Placement Service, Inc.

	 	—







	II.	 	Type of entity (e.g. corporation, partnership, business
trust, limited partnership, limited liability company):




Each Grantor is a corporation.





	III.	 	Organizational identification number issued by each
Grantor’s state of incorporation or organization or a statement that no
such number has been issued; state of organization or incorporation of
each Grantor:




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	Grantor
	 	Org. #	 	State
	Bay HR, Inc.

	 	P03000072205
	 	FL
	Excell Personnel Services Corporation

	 	5450-972-3
	 	IL
	Friendly Advanced Software Technology, Inc.

	 	None4
	 	NY
	Global Employment Holdings, Inc.

	 	3805232
	 	DE
	Global Employment Solutions, Inc.

	 	19981028215
	 	CO
	Keystone Alliance, Inc.

	 	P06000125496
	 	FL
	Main Line Personnel Services, Inc.

	 	216070
	 	PA
	Southeastern Georgia HR, Inc.

	 	K414959
	 	GA
	Southeastern Personnel Management, Inc.

	 	506946
	 	FL
	Southeastern Staffing, Inc.

	 	F30734
	 	FL
	Southeastern Staffing II, Inc.

	 	P03000004865
	 	FL
	Southeastern Staffing III, Inc.

	 	P03000004863
	 	FL
	Southeastern Staffing IV, Inc.

	 	P03000004866
	 	FL
	Southeastern Staffing V, Inc.

	 	P03000004862
	 	FL
	Southeastern Staffing VI, Inc.

	 	P03000004860
	 	FL
	Temporary Placement Service, Inc.

	 	J306676
	 	GA







	VI.	 	Chief executive office and principal place of business of
each Grantor:





	 	 	 
	Grantor
	 	Office
	Bay HR, Inc.

	 	3350 Buschwood Park Drive,

Suite 200

Tampa, FL 33618
	 
	 	 
	Excell Personnel Services Corporation5

	 	33 North Dearborn Street, 

Suite 400

Chicago, IL 60602
	 
	 	 
	Friendly Advanced Software Technology,
Inc.6

	 	590 Fifth Avenue, 6th and 

7th Floors

New York, NY 10036
	 
	 	 
	Global Employment Holdings, Inc.

	 	10375 Park Meadows Dr.,

Suite 375

Lone Tree, CO 80124
	 
	 	 
	Global Employment Solutions, Inc.

	 	10375 Park Meadows Dr.,

Suite 375

Lone Tree, CO 80124
	 
	 	 
	Keystone Alliance, Inc.

	 	3350 Buschwood Park Drive,

Suite 200

Tampa, FL 33618
	 
	 	 
	Main Line Personnel Services, Inc.

	 	100 Presidential Boulevard

North, Suite 200

Bala Cynwyd, PA 19004








 




			
	4	 	The State of New York does not issue
organizational identification numbers.
	 
	5	 	The Grantor expects to move its chief
executive office and principal place of business to 33 West Monroe Street
Chicago, IL 60603 in April 2007.
	 
	6	 	This address is effective upon completion of
the Closing Date Acquisition.




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	Grantor
	 	Office
	Southeastern Georgia HR, Inc.

	 	3350 Buschwood Park Drive,

Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Personnel Management, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing II, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing III, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing IV, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing V, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Southeastern Staffing VI, Inc.

	 	3350 Buschwood Park Drive,
 Suite 200

Tampa, FL 33618
	 
	 	 
	Temporary Placement Service, Inc.

	 	300 West Emory Street,

Suite 205

Dalton, GA 30720







	VII.	 	Other offices of each Grantor:





	 	 	 
	Name
	 	Office
	Friendly Advanced Software Technology, Inc.
	 	700 Veterans Highway, Suite 220
	 
	 	Hauppauge, NY  11788
	 
	 	 
	 
	 	700 Lanidex Plaza
	 
	 	1st Floor
	 
	 	Parsippany, NJ  07054
	 
	 	 
	 
	 	1120 Connecticut Avenue NW,
	 
	 	Suite 270
	 
	 	Washington, DC  20036
	 
	 	 
	 
	 	2275 Research Blvd.
	 
	 	Suite 500
	 
	 	Rockville, MD  20850





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	Name
	 	Office
	 
	 	202 Mamaroneck Avenue
	 
	 	White Plains, NY  10601
	 
	 	 
	 
	 	2929 East Commercial Boulevard,
	 
	 	Suite 500
	Southeastern Staffing, Inc.
	 	Fort Lauderdale, FL  33308
	 
	 	 
	Temporary Placement Service, Inc.
	 	3710 Old Milton Parkway, Suite
	 
	 	105
	 
	 	Alpharetta, GA  30005
	 
	 	 
	 
	 	One Midtown Plaza
	 
	 	1360 Peachtree Street, Suite 930
	 
	 	Atlanta, GA  30309
	 
	 	 
	 
	 	4210 Columbia Road 2A
	 
	 	Martinez, GA  30907
	 
	 	 
	 
	 	227 Plott Street
	 
	 	Blairsville, GA  30512
	 
	 	 
	 
	 	5415 Progress Court, Suites C & D
	 
	 	Braselton, GA  30517
	 
	 	 
	 
	 	4300 Buford Drive NE, 18A
	 
	 	Buford, GA  30518
	 
	 	 
	 
	 	207 West Belmont Drive
	 
	 	Calhoun, GA  30701
	 
	 	 
	 
	 	857 JFH Parkway
	 
	 	Cartersville, GA  30120
	 
	 	 
	 
	 	18B Barry Drive
	 
	 	White, GA  30184
	 
	 	 
	 
	 	2120 J Highway 76
	 
	 	Chatsworth, GA  30705
	 
	 	 
	 
	 	300 West Emery Street, Suites
	 
	 	100, 106, 108 and 202
	 
	 	Dalton, GA  30720
	 
	 	 
	 
	 	2514 E. Walnut Avenue, Suite




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	Name
	 	Office
	 
	 	9
	 
	 	Dalton, GA  30720
	 
	 	 
	 
	 	978 South Main Street, Suite 101
	 
	 	Ellijay, GA  30540
	 
	 	 
	 
	 	195 Pearl Nix Parkway, Suite 6
	 
	 	Gainesville, GA  30504
	 
	 	 
	 
	 	3895 Cherokee Street, Suite 360
	 
	 	Kennesaw, GA  30144
	 
	 	 
	 
	 	101 E. Lafayette Square
	 
	 	Lafayette, GA  30728
	 
	 	 
	 
	 	4850 Sugarloaf Parkway, Suite 211
	 
	 	Lawrenceville, GA  30044
	 
	 	 
	 
	 	6135 Peachtree Parkway, Suite 103
	 
	 	Norcross, GA  30092
	 
	 	 
	 
	 	5436 Battlefield Parkway
	 
	 	Ringgold, GA 30736
	 
	 	 
	 
	 	180 Shorter Avenue
	 
	 	Rome, GA 30165
	 
	 	 
	 
	 	3558 Highway 138 SE
	 
	 	Stockbridge, GA 30281
	 
	 	 
	 
	 	107 Spring Street
	 
	 	Washington, GA 30673







	VIII.	 	Warehouses, Consignees and Processors: 




None.





	IX.	 	Other premises at which Collateral or Excluded Collateral is
stored or located:




c/o
Sungard7



 




			
	7	 	Off-site location for computer servers in
facility run by Sungard.



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500 East 84th Avenue, Suite E-5

Thornton, Colorado 80229



Iron Mountain8

P.O. Box 915004

Dallas, Texas 75391-5004



Iron Mountain9

121-B Kelsey Lane

Tampa, Florida 33619



Battlefield Storage10

137 Liberty Lane

Ringgold, Georgia 30736



All Seasons Self Storage11

1060 Vista Drive

Dalton, Georgia 30721



Augusta Sound12

634 South Old Belair Road

Grovetown, Georgia 30813



Statham Storage13

370 Sunset Drive

Statham, Georgia 30666





	 	X.	 	Locations of records concerning Collateral and/or Excluded
Collateral: 





     See IX.





 




			
	8	 	The provided address is the contact address
of the entity operating the off-site facility at which Parent and Main Line
Personnel Services, Inc. store their off-site files not needed in the
day-to-day operations, including payroll files, human resources, tax
information, accounts payable, etc.
	 
	9	 	The provided address is the contact address
of the entity operating the off-site facility at which Southeastern Staffing,
Inc. stores all its and its subsidiaries off-site files not needed in the
day-to-day operations, including payroll files, human resources, tax
information, accounts payable, etc.
	 
	10	 	The provided address is the contact address
of the entity operating the off-site facility at which TPS stores off-site
files related to payroll.
	 
	11	 	The provided address is the contact address
of the entity operating the off-site facility at which TPS stores off-site
files not needed in the day-to-day operations, including files related to
accounting, payroll, billing, and accounts receivable and miscellaneous files.
	 
	12	 	The provided address is the contact address
of the entity operating the off-site facility at which TPS stores off-site
miscellaneous files and furniture not needed in the day-to-day operations.
	 
	13	 	The provided address is the contact address
of the entity operating an off-site facility that TPS uses for temporary
storage of miscellaneous files and equipment, such as computers and a copy
machine. not needed in the day-to-day operations.




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	 	XI.	 	Persons from whom assets have been acquired, during the past
five years, other than in the ordinary course of business: 
	 
	 	•	 	The Closing Date Acquisition.
	 
	 	XII.	 	Description of all mergers during the past five years that
each Grantor has been a party to:
	 
	 	•	 	In connection with the recapitalization of Borrower and effective on or about April
10, 2006, Borrower was the surviving entity of a merger with Global Merger Corp, a
Colorado corporation. Global Merger Corp was a subsidiary of Parent and was created
for the sole purpose of merging into Borrower at the time of the closing of the
recapitalization.
	 
	 	•	 	While named Michaels & Associates, Inc. and effective on or about 4/1/2004,
Temporary Placement Service, Inc. was the surviving entity of a merger with Temporary
Placement Service, Inc., a Georgia corporation. In connection with the merger Michaels
& Associates, Inc. changed its name to Temporary Placement Service, Inc.
	 
	 	XIII.	 	List of all prior locations of each Grantor during the
past five years:





	 	 	 
	Grantor
	 	Office
	Bay HR, Inc.

	 	1120 Pinellas Bayway, Suite
208

St. Petersburg, FL 33701


225 West Busch Boulevard

Tampa, FL 33612
	 
	 	 
	Friendly Advanced Software Technology, Inc.

	 	700 Veterans Highway, Suite
220

Hauppauge, NY 11788


1383 Veterans Hwy, Suite 32

Hauppauge, NY 11788
	 
	 	 
	Global Employment Holdings, Inc.

	 	9090 Ridgeline Boulevard,

Suite 205

Littleton CO 80129


c/o Kirk M. Warshaw

47 School Street

Chatham, NJ 07928
	 
	 	 
	Global Employment Solutions, Inc.

	 	9090 Ridgeline Boulevard,

Suite 205

Littleton CO 80129




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	Grantor
	 	Office
	 

	 	801 West Mineral Avenue

Littleton, CO 80129


215 Union Boulevard, Suite 400

Lakewood, CO 80228


14142 Denver West Parkway,
Suite 350

Golden, CO 80401
	 
	 	 
	Southeastern Georgia HR, Inc.

	 	225 West Busch Boulevard

Tampa, FL 33612
	 
	 	 
	Southeastern Personnel Management, Inc.

	 	225 West Busch Boulevard

Tampa, FL 33612
	 
	 	 
	Southeastern Staffing, Inc.

	 	225 West Busch Boulevard

Tampa, FL 33612


3000 North East 30th Place,

Suite 100

Ft. Lauderdale, FL 33306





Security Agreement

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SCHEDULE IV

to

SECURITY AGREEMENT




Motor Vehicles




     None.



Security Agreement

CapitalSource—Global Employment


 









 





SCHEDULE V

to

SECURITY AGREEMENT




Designated Deposit Accounts




	 	 	 	 	 	 	 
	Bank
	 	Grantor	 	Account #	 	Purpose of Account
	Bank of America

	 	Southeastern
Staffing, Inc. /
Borrower
	 	Confidential
treatment


requested; the
omitted
information
has been filed
separately
with the
Securities and
Exchange
Commission
	 	Commercial payroll
	 

	 	Borrower
	 	 	Professional payroll
	 
	 	 	 	 	 
	 

	 	Borrower
	 	 	Internal payroll
	 
	 	 	 	 	 
	 

	 	Borrower
	 	 	Master cash account
	 
	 	 	 	 	 
	 

	 	Borrower
	 	 	Accounts payable
	 
	 	 	 	 	 
	 

	 	Borrower
	 	 	Career Blazers

contingency ACH &

wire
	 

	 	Borrower
	 	 	Philadelphia blocked

lockbox account
	 

	 	Borrower
	 	 	Chicago blocked

lockbox account
	 

	 	Borrower
	 	 	Georgia blocked

lockbox account
	 

	 	Borrower
	 	 	Career Blazers New

York blocked lockbox

account
	 

	 	Southeastern
Staffing, Inc.
	 	 	Master cash account
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Depository account
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	ACH account
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Payroll account
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Internal staff payroll
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Operating account





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	Bank
	 	Grantor	 	Account #	 	Purpose of Account
	Wells Fargo

	 	Borrower
	 	Confidential treatment requested;
the omitted information has been filed separately with the Securities
and Exchange Commission	 	Master cash account
	 
	 	 	 	 	 	 
	 

	 	Borrower
	
	 	Restricted lockbox
	 
	 	 	 	 	 	 
	 

	 	Borrower
	 	 	Accounts payable
	 
	 	 	 	 	 	 
	 

	 	Borrower
	 	 	Payroll
	 
	 	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Accounts

payable/Operating

account
	 

	 	Southeastern
Staffing, Inc.
	 	 	Garnishments
	 
	 	 	 	 	 
	Sun Trust

	 	Borrower
	 	 	Master cash account
	 
	 	 	 	 	 
	 

	 	Temporary Placement
Service, Inc.
	 	 	Payroll (not used)
	 
	 	 	 	 	 
	 

	 	Temporary Placement
Service, Inc.
	 	 	Payroll
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Direct deposit & ACH

receipts
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Leased employee

payroll
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Internal payroll
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Customer cash deposits
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Accounts

payable/Operating

account
	 
	 	 	 	 	 
	 

	 	Southeastern
Staffing, Inc.
	 	 	Garnishments
	 
	 	 	 	 	 
	HSBC

	 	Borrower
	 	 	New York payroll





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	Bank
	 	Grantor	 	Account #	 	Purpose of Account
	First Trust

	 	Borrower
	 	Confidential treatment requested;
the omitted information has been filed separately with the Securities
and Exchange Commission	 	Philadelphia payroll
	 
	 	 	 	 	 
	Wachovia

	 	Friendly Advanced
Software
Technology, Inc.
	 	 	 Restricted lockbox
	 
	 	 	 	 	 
	 

	 	Friendly Advanced
Software
Technology, Inc.
	 	 	 Accounts payable
	 
	 	 	 	 	 
	 

	 	Friendly Advanced
Software
Technology, Inc.
	 	 	 Payroll
	 
	 	 	 	 	 
	 

	 	Friendly Advanced
Software
Technology, Inc.
	 	 	 Payroll
	 
	 	 	 	 	 
	 

	 	Friendly Advanced
Software
Technology, Inc.
	 	 	 Flexible spending

account
	 
	 	 	 	 	 
	BB&T

	 	Southeastern
Staffing, Inc.
	 	 	Florida Keys/North

Carolina payroll




Security Agreement

CapitalSource—Global Employment




 









 








SCHEDULE VI

to

SECURITY AGREEMENT




Commercial Tort Claims




     None.



Security Agreement

CapitalSource—Global Employment


 









 








EXHIBIT A




POWER OF ATTORNEY




     This Power of Attorney is executed and delivered by each of the undersigned (each a “Grantor”
and collectively, the “Grantors”), to CAPITALSOURCE FINANCE LLC (hereinafter referred to as
“Attorney”), as Agent for the benefit of the Lender Parties, under that certain Credit Agreement
and that certain Security Agreement (the “Security Agreement”), both dated as of                     , 2007,
and other related documents (the “Loan Documents”). No person to whom this Power of Attorney is
presented, as authority for Attorney to take any action or actions contemplated hereby, shall be
required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to
take any action described below, or as to the existence of or fulfillment of any condition to this
Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and
perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence
any suit or action, in law or equity, against any person or entity which acts in reliance upon or
acknowledges the authority granted under this Power of Attorney. The power of attorney granted
hereby is coupled with an interest, and may not be revoked or canceled by any Grantor without
Attorney’s written consent.



     Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees
or agents designated by Attorney), with full power of substitution, as such Grantor’s true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, from time to time in Attorney’s
discretion, to take any and all appropriate action and to execute and deliver any and all documents
and instruments which may be necessary or advisable to accomplish the purposes of the Loan
Documents and, without limiting the generality of the foregoing, each Grantor hereby grants to
Attorney the power and right, on behalf of such Grantor, without notice to or assent by such
Grantor, and, subject to the terms of the Security Agreement, at any time (except as provided
below), to do the following: (a) during the existence of an Event of Default, change the mailing
address of such Grantor, open a post office box on behalf of such Grantor, open mail for such
Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse
any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, and notices in connection with any property of such
Grantor; (b) effect any repairs to any asset of such Grantor, or continue to obtain any insurance
and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all
claims under such policies of insurance, and make all determinations and decisions with respect to
such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances
levied or placed on or threatened against such Grantor or its property; (d) defend any suit, action
or proceeding brought against such Grantor if such Grantor does not defend such suit, action or
proceeding or if Attorney reasonably believes that such Grantor is not pursuing such defense in a
manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit,
action, or proceeding described above and, in connection therewith, give such discharges or
releases as Attorney may deem appropriate; (e) during the existence of an Event of Default, file or
prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or
before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the
purpose of collecting any and all such moneys due to such Grantor whenever payable and to enforce
any other right in respect of such Grantor’s property; (f) during the



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1









 







existence of an Event of Default, cause the certified public accountants then engaged by such
Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon
Attorney’s request, the following reports: (1) a reconciliation of all accounts, (2) an aging of
all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request,
and (5) the results of each physical verification of inventory, if any; (g) communicate in its own
name with any party to any contract with regard to the assignment of the right, title and interest
of such Grantor in and under the contract and other matters relating thereto; (h) to file such
financing statements with respect to the Security Agreement, with or without such Grantor’s
signature, or to file a photocopy of the Security Agreement in substitution for a financing
statement, as the Agent may deem appropriate and to execute in such Grantor’s name such financing
statements and amendments thereto and continuation statements which may require such Grantor’s
signature; (i) execute, in connection with any sale provided for in any Loan Document, any
endorsements, assignments or other instruments of conveyance or transfer with respect to collateral
subject to the Loan Documents and to otherwise direct such sale or resale; (j) during the existence
of an Event of Default, exercise the rights of such Grantor with respect to the obligation of all
account debtors to make payment or otherwise render performance to such Grantor; (k) during the
existence of an Event of Default, exercise the rights of such Grantor to, and take any and all
actions that Attorney deems appropriate to realize the benefit of, any Intellectual Property; and
(l) during the existence of an Event of Default, assert any claims such Grantor may have, from time
to time, against any other party to any contract to which such Grantor is a party and to otherwise
exercise any right or remedy of such Grantor thereunder all as though Attorney were the absolute
owner of the property of such Grantor for all purposes, and to do, at Attorney’s option and such
grantor’s expense, at any time or from time to time (except as provided above), all acts and other
things that Attorney reasonably deems necessary to perfect, preserve, or realize upon such
Grantor’s property or assets and Attorney’s liens thereon, all as fully and effectively as such
Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said
Attorney shall lawfully do or cause to be done by virtue hereof.



[remainder of page intentionally left blank; signature pages follow]




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     IN WITNESS WHEREOF, this Power of Attorney is executed by each Grantor pursuant to the
authority of its managers or board of directors, as applicable, this ___th day of                     , 2007.



GRANTORS:




GLOBAL EMPLOYMENT SOLUTIONS,

a Colorado corporation

GLOBAL EMPLOYMENT HOLDINGS, INC.,

a Delaware corporation




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	Chief Executive Officer and President
	 
	 	 	 	 
	 	 	[signatures continue on next page]





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S-1 









 





TEMPORARY PLACEMENT SERVICE, INC.,

a Georgia corporation

SOUTHEASTERN PERSONNEL MANAGEMENT, INC.,

a Florida corporation

MAIN LINE PERSONNEL SERVICES, INC.,

a Pennsylvania corporation

FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.,

a New York corporation

EXCELL PERSONNEL SERVICES CORPORATION,

an Illinois corporation

SOUTHEASTERN STAFFING, INC.,

a Florida corporation

BAY HR, INC.,

a Florida corporation

SOUTHEASTERN GEORGIA HR, INC.,

a Georgia corporation

SOUTHEASTERN STAFFING II, INC.,

a Florida corporation

SOUTHEASTERN STAFFING III, INC.,

a Florida corporation

SOUTHEASTERN STAFFING IV, INC.,

a Florida corporation

SOUTHEASTERN STAFFING V, INC.,

a Florida corporation

SOUTHEASTERN STAFFING VI, INC.,

a Florida corporation

KEYSTONE ALLIANCE, INC.,

a Florida corporation




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Howard Brill
	 

	 	Title:
	 	Executive Vice President






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S-2 









 








NOTARY PUBLIC CERTIFICATE




     On this ___day of
                    , 2007,                                         
, who is personally known to me,appeared before me in his capacity as the                                                    
         , of           
                             
                                        
 (the “Grantor”) and executed on behalf of such Grantor
the Power of Attorney in favor of CapitalSource Finance LLC, as Agent, to which this Certificate is
attached.



	 	 	 
	 

	 	 
	 

	 	Notary Public






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1