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Exhibit 10.4




SUBORDINATION AGREEMENT




     THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of February 28, 2007, is made by
WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, for itself and in its capacity as collateral agent for
the Subordinated Creditors (in such capacity as collateral agent for the Subordinated Creditors,
together with any replacement or successor collateral agent, the “Subordinated Creditors’
Collateral Agent”), RADCLIFFE SPC, LTD., for and on behalf of the Class A Convertible Crossover
Segregated Portfolio, MAGNETAR CAPITAL MASTER FUND, LTD., WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS,
LP, GUGGENHEIM PORTFOLIO XXXI, LLC, PANDORA SELECT PARTNERS, LP, WHITEBOX INTERMARKET PARTNERS, LP,
CONTEXT ADVANTAGE MASTER FUND, L.P., on behalf of itself, Context Advantage Fund, LP, f/k/a Context
Convertible Arbitrage Fund, L.P., and Context Offshore Advantage Fund, Ltd., f/k/a Context
Convertible Arbitrage Offshore, Ltd., CONTEXT OPPORTUNISTIC MASTER FUND, L.P., GWIRTSMAN FAMILY
PARTNERS, LLC, LUCI ALTMAN, GREGORY BACHARACH, HOWARD BRILL, RICHARD GOLDMAN, DANIEL HOLLENBACH,
TERRY KOCH, MICHAEL LAZRUS, STEVEN LIST, KENNETH MICHAELS, STEVEN PENNINGTON, FRED VIARRIAL, and
JAY WELLS (each a “Subordinated Creditor,” and, collectively, the “Subordinated
Creditors”), for the benefit of CAPITALSOURCE FINANCE LLC (together with all its participants,
successors, and assigns, the “Senior Lender”), for itself and as agent for the lenders now
or hereafter existing under the Senior Credit Agreement (defined below).



     GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“GEH”), GLOBAL EMPLOYMENT
SOLUTIONS, INC., a Colorado corporation (“Global”), EXCELL PERSONNEL SERVICES CORPORATION,
an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York
corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation
(“TPS”), SOUTHEASTERN STAFFING, INC., a Florida corporation (“Southeastern”),
SOUTHEASTERN PERSONNEL MANAGEMENT, INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL
SERVICES, INC., a Pennsylvania corporation (“Main Line”), BAY HR, INC., a Florida
corporation (“BHR”), SOUTHEASTERN GEORGIA HR, INC., a Georgia corporation (“SGHR”),
SOUTHEASTERN STAFFING II, INC., a Florida corporation (“SEII”), SOUTHEASTERN STAFFING III,
INC., a Florida corporation (“SEIII”), SOUTHEASTERN STAFFING IV, INC., a Florida
corporation (“SEIV”), SOUTHEASTERN STAFFING V, INC., a Florida corporation (“SEV”),
SOUTHEASTERN STAFFING VI, INC., a Florida corporation (“SEVI”), and KEYSTONE ALLIANCE,
INC., a Florida corporation (“Keystone”; GEH, Global, Excell, Friendly, TPS, Southeastern,
SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV, SEVI, and Keystone are each referred to herein
as an “Obligor” and collectively as the “Obligors”), are now or hereafter may be
indebted to the Senior Lender, either directly or indirectly, on account of loans or the other
extensions of credit or financial accommodations from the Senior Lender to the Obligors from time
to time.



     GEH and each Subordinated Creditor are parties to that certain Note Securities Purchase
Agreement, dated as of March 31, 2006 (as amended, the “Securities Purchase Agreement”),
pursuant to which GEH sold, and the Subordinated Creditors purchased, the Subordinated Notes (as
defined below). As a condition to the Subordinated Creditors’ entering into the Securities
Purchase Agreement, the Subordinated Creditors have required (i) that each Obligor (other than



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GEH) execute and deliver to Subordinated Creditors’ Collateral Agent for the benefit of
Subordinated Creditors’ Collateral Agent and each of the other Subordinated Creditors a Guaranty
with respect to the obligations of GEH under the Subordinated Notes (each, a “Guaranty”,
and collectively, the “Guaranties”), and (ii) that each Obligor enter into (a) a security
agreement providing for the grant to Subordinated Creditors’ Collateral Agent for the benefit of
Subordinated Creditors’ Collateral Agent and each of the other Subordinated Creditors, a security
interest in the personal property of each such Obligor and (b) a pledge agreement providing for the
grant to Subordinated Creditors’ Collateral Agent for the benefit of Subordinated Creditors’
Collateral Agent and each of the other Subordinated Creditors, a security interest in certain
personal property of each such Obligor, as more specifically set forth in the pledge agreement,
each to secure all of GEH’s obligations under the Securities Purchase Agreement and the
Subordinated Notes and the other Obligors’ obligations under their Guaranties.




     As a condition to making any loan or extension of credit to the Obligors, the Senior Lender
has required that each Subordinated Creditor and the Subordinated Creditors’ Collateral Agent
subordinate (i) the payment of its loans and other financial accommodations to the payment of any
and all indebtedness of the Obligors now or hereafter owing to the Senior Lender, and (ii) all
Liens in favor of the Subordinated Creditors’ Collateral Agent or the other Subordinated Creditors
to the Liens in favor of the Senior Lender, in each case as provided in this Agreement. Assisting
the Obligors in obtaining credit accommodations from the Senior Lender and subordinating its
interests pursuant to the terms of this Agreement are in each Subordinated Creditor’s best
interest.



     ACCORDINGLY, in consideration of the loans and other financial accommodations that have been
made and may hereafter be made by the Senior Lender for the benefit of the Obligors, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Senior Lender and each Subordinated Creditor hereby agree as follows:



     1. Definitions. As used herein, the following terms have the meanings set forth in
the recitals hereto and below.



     “Agreement” means this Subordination Agreement, as the same has been and may hereafter
be amended, supplemented or restated from time to time.



     “Collateral” means all collateral now or hereafter securing payment of the Senior
Lender Indebtedness, including all proceeds thereof.



     “Insolvency Event” is defined in Section 7 of this Agreement.



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



     “Obligor Payments” is defined in Section 3 of this Agreement.



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     “Obligor Default” means a Default or Event of Default as defined in any agreement or
instrument evidencing, governing, or issued in connection with the Senior Lender Indebtedness,
including, but not limited to, the Senior Credit Agreement or other Senior Loan Documents, or any
default under or breach of any such agreement or instrument.



     “Payment in Full” or “Paid in Full” shall mean the payment in full in cash of
the Senior Lender Indebtedness and the irrevocable termination of all lending commitments under the
Senior Credit Agreement.



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



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
March 31, 2006, by and among GEH and the Subordinated Creditors.



     “Senior Credit Agreement” means that certain Credit Agreement dated as of February 28,
2007, by and among the Obligors and the Senior Lender as the same has been and may hereafter be
amended, supplemented or restated from time to time.



     “Senior Lender Indebtedness” means all obligations arising under the Senior Credit
Agreement and other Senior Loan Documents and each and every debt, liability and obligation of
every type and description which any Obligor may now or at any time hereafter owe to the Senior
Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred,
and whether it is or may be direct or indirect, due or to become due, absolute or contingent,
primary or secondary, liquidated or unliquidated, or joint, several or joint and several, all
interest thereon, and all fees, costs and other charges related thereto (including all interest,
fees, costs and other charges accruing after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of any Obligor, whether or not
allowed in such proceeding or other action), all renewals, extensions and modifications thereof and
any notes issued in whole or partial substitution therefor.



     “Senior Loan Documents” means the Senior Credit Agreement and the other loan
documents, instruments, certificates, and agreements executed in connection therewith (other than
the Subordinated Notes and other documents, instruments, certificates, and agreements executed by
the Obligors in favor of the Subordinated Creditors and/or Subordinated Creditors’ Collateral
Agent).



     “Subordinated Indebtedness” means all obligations arising under each Subordinated Note
and each and every other debt, liability and obligation of every type and description which any
Obligor may now or at any time hereafter owe to any Subordinated Creditor, whether such debt,
liability or obligation now exists or is hereafter created or incurred, and whether it is or may be
direct or indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several; provided,
however, Subordinated Indebtedness shall not include any debts, liabilities or obligations
arising solely as a result of a Subordinated Creditor’s ownership of preferred stock of GEH or
common stock of GEH, which


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debts, liabilities and obligations the Subordinated Creditors
acknowledge and agree are unsecured.



     “Subordinated Notes” means GEH’s Senior Secured Promissory Notes, dated as of March
31, 2006, each payable to the order of a Subordinated Creditor, in the original aggregate principal
amount of $30,000,000, together with all renewals, extensions and modifications thereof and any
note or notes issued in substitution therefor. The Subordinated Notes are referred to herein
individually each as a “Subordinated Note”.



     2. Subordination. Each Subordinated Creditor agrees that the payment of all of the
Subordinated Indebtedness is hereby expressly subordinated to the extent and in the manner
hereinafter set forth to the Payment in Full of the Senior Lender Indebtedness, and regardless of
any priority otherwise available to any Subordinated Creditor by law or by agreement, each
Subordinated Creditor agrees that the Senior Lender shall hold a first priority Lien in the
Collateral, and any Lien claimed therein by any Subordinated Creditor shall be and remain fully
subordinate for all purposes to the Lien of the Senior Lender therein for all purposes whatsoever.
Each Subordinated Creditor agrees that the Subordinated Indebtedness shall continue to be
subordinated to the Senior Lender Indebtedness even if the Senior Lender Indebtedness is
subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable
law.



     3. Payments.



     (a) Each Subordinated Creditor agrees that, so long as no Blockage Period (as defined below)
is then in effect, it shall accept only the following payments (the “Obligor Payments”):
(i) the principal balloon payment (but not prepayment) scheduled to be paid upon maturity of its
Subordinated Note, (ii) the scheduled payments (but not prepayments) of interest required to be
paid under its Subordinated Note, and (iii) the fees and penalties (but in no event for the payment
of any amounts related to redemption) due and payable to such Subordinated Creditor pursuant to the
Registration Rights Agreement, its Subordinated Note, or the Securities Purchase Agreement, so long
as, with respect to this clause (iii) only, (A) no Obligor Default has occurred and is continuing
or will occur as a result of or immediately following any such payment, (B) Global has delivered to
the Senior Lender prior written notice that such fees or penalties will be due and payable, which
notice shall be delivered to the Senior Lender at least five (5) business days prior to the date on
which such payment is due, and (C) the aggregate amount of such payment of fees and penalties shall
not exceed $375,000 during the term of this Agreement. Each Subordinated Creditor agrees that,
upon the occurrence of any Obligor Default and upon receipt by Subordinated Creditors’ Collateral
Agent of written notice from the Senior Lender of such occurrence (a “Blockage Notice”), no
Obligor Payment nor any other payment in cash or other property or otherwise (whether of principal,
interest, balloon or otherwise but excluding securities that are subordinated to the Senior Lender
Indebtedness to the same extent as, or more deeply than, the Subordinated Indebtedness is
subordinated to the Senior Lender Indebtedness) on account of any Subordinated Indebtedness shall
be made by or on behalf of any
Obligors, and each Subordinated Creditor agrees that it shall not, without the Senior Lender’s
prior written consent, sue for, take, receive or accept any such payment, directly or indirectly,
from or on behalf of any Obligor, or exercise any right of or permit any setoff in respect of the
Subordinated Indebtedness, during a period (the “Blockage Period”) commencing on the date
of



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receipt of a Blockage Notice by Subordinated Creditors’ Collateral Agent and ending 180 days
thereafter, or on such earlier date, if any, on which all Senior Lender Indebtedness has been Paid
in Full or such Obligor Default is waived in writing by the Senior Lender. There shall be at least
30 consecutive days during which no Blockage Period is in effect during any period of 360
consecutive days,



     (b) The Senior Lender and each Subordinated Creditor agrees that, if at any time following a
blockage of Obligor Payments to the Subordinated Creditors pursuant to Section 3(a) of this
Agreement the Subordinated Creditors are no longer prohibited from receiving any such payments with
respect to the Subordinated Indebtedness pursuant to the terms of this Agreement, each Subordinated
Creditor shall be entitled to receive all of the Obligor Payments due and owing to it with respect
to the Subordinated Indebtedness that have been blocked together with any default interest to the
extent provided for by the Subordinated Notes, so long as each of the following conditions
precedent are satisfied (as determined by Senior Lender in Senior Lender’s Permitted Discretion (as
defined in the Senior Credit Agreement)): (i) no Obligor Default will occur as a result of or
immediately following such payments in the aggregate, and (ii) the Availability (as defined in the
Senior Credit Agreement), after giving effect to any such Obligor Payments and after deducting from
the Borrowing Base (as defined in the Senior Credit Agreement) the aggregate amount of the
Obligors’ accounts payable that is more than 60 days past due, is not less than $1,500,000.
Obligors shall provide a certificate to Senior Lender, with such back up information as reasonably
requested by Senior Lender, confirming that the conditions precedent set forth in the immediately
preceding sentence have been satisfied prior to making any Obligor Payments that were previously
blocked.



     (c) The Senior Lender hereby agrees not to consent to any request or otherwise waive its right
to prohibit GEH or any of its subsidiaries from making any payment with respect to any holders of
GEH’s Series A Preferred Stock or common stock during any Blockage Period, unless and until such
time as the Subordinated Creditors shall have received any and all Obligor Payments prohibited
during such Blockage Period.



     4. Receipt of Prohibited Payments. Each Subordinated Creditor agrees that, if any
Subordinated Creditor receives any payment on the Subordinated Indebtedness that such Subordinated
Creditor is not entitled to receive under the provisions of this Agreement, such Subordinated
Creditor will hold the amount so received in trust for the Senior Lender and will forthwith turn
over such payment to the Senior Lender in the form received (except for the endorsement of any
Subordinated Creditor where necessary) for application to then-existing Senior Lender Indebtedness
(whether or not due), in such manner of application as the Senior Lender may deem appropriate.
Each Subordinated Creditor agrees that, if any Subordinated Creditor exercises any right of setoff
which such Subordinated Creditor is not permitted to exercise under the provisions of this
Agreement, such Subordinated Creditor will promptly pay over to the Senior Lender, in immediately
available funds, an amount equal to the amount of the claims or obligations offset. Each
Subordinated Creditor agrees that, if a Subordinated Creditor fails to make any endorsement
required under this Agreement, the Senior Lender, or any of its
officers or employees or agents on behalf of the Senior Lender, is hereby irrevocably
appointed as the attorney-in-fact (which appointment is coupled with an interest) for each
Subordinated Creditor to make such endorsement in any Subordinated Creditor’s name.



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     5. Action on Subordinated Indebtedness. Subject to Section 6(e) of this
Agreement, each Subordinated Creditor agrees that it will not commence any action or proceeding
against any Obligor to recover all or any part of the Subordinated Indebtedness, or join with any
creditor (unless the Senior Lender shall so join) in bringing any proceeding against any Obligor
under any bankruptcy, reorganization, readjustment of debt, arrangement of debt receivership,
liquidation or insolvency law or statute of the federal or any state government, or take possession
of, sell, or dispose of any Collateral, or exercise or enforce any right or remedy available to
such Subordinated Creditor with respect to any such Collateral, unless and until the Senior Lender
Indebtedness has been Paid in Full.



     6. Action Concerning Collateral.



     (a) Each Subordinated Creditor agrees that, notwithstanding any Lien now held or hereafter
acquired by any Subordinated Creditor, until the Senior Lender Indebtedness has been Paid in Full,
the Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part
of the Collateral, and may enforce any right or remedy available to it with respect to any Obligor
or the Collateral, all without notice to or consent of any Subordinated Creditor except as
specifically required by applicable law; provided, however, that if any such sale
or disposition results in a cash surplus after the Senior Lender Indebtedness has been Paid in
Full, to the extent permitted by law, such surplus shall be paid to Subordinated Creditors’
Collateral Agent, for application in accordance with the terms of the Subordinated Notes.



     (b) In addition, and without limiting the generality of the foregoing, each Subordinated
Creditor agrees that, if (i) an Obligor Default has occurred and is continuing, (ii) any Obligor or
the Senior Lender intends to sell or otherwise dispose of any Collateral to an unrelated third
party outside the ordinary course of business, (iii) the Senior Lender has given written notice
thereof to Subordinated Creditors’ Collateral Agent, and (iv) each Subordinated Creditor has
failed, within ten (10) business days after receipt by Subordinated Creditors’ Collateral Agent of
such notice, to purchase for cash the Senior Lender Indebtedness for the full amount thereof
(including, but not limited to, all outstanding principal, accrued and unpaid interest, fees, and
costs, and an amount equal to all prepayment fees or premiums that would be payable if the Senior
Lender Indebtedness was being repaid by the Obligors), each Subordinated Creditor shall be deemed
to have consented to such sale or disposition, to have released any Lien it may have in such
Collateral and to have authorized the Senior Lender or its agents to file partial releases (and any
related financing statements such as “in-lieu” financing statements under Part 7 of Article 9 of
the Uniform Commercial Code (“UCC”)) with respect to such Collateral.



     (c) Each Subordinated Creditor agrees that the purchase by a Subordinated Creditor of the
Senior Lender Indebtedness shall be expressly made without representation or warranty of any kind
by the Senior Lender as to the Senior Lender Indebtedness, the Collateral or otherwise and without
recourse to the Senior Lender, except that the Senior Lender shall represent and warrant: (i) the
amount of the Senior Lender Indebtedness being purchased from it (but without
representation or warranty as to the collectability, validity or enforceability of such Senior
Lender Indebtedness) and (ii) that the Senior Lender owns the Senior Lender Indebtedness free and
clear of any Liens created by it. Each Subordinated Creditor agrees that, upon the purchase by a
Subordinated Creditor of the Senior Lender Indebtedness, such Subordinated Creditor shall


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indemnify
and hold harmless the Senior Lender from and against all loss, cost, damage or expense (including
attorneys’ fees and legal expenses) suffered or incurred by the Senior Lender arising from or in
any way related to the act or omissions of such Subordinated Creditor after the purchase. As a
condition precedent to Senior Lender’s obligation to sell the Senior Lender Indebtedness to the
Subordinated Creditors, (i) the Subordinated Creditors shall assume (pursuant to such assumption
agreements as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) all
remaining funding obligations or commitments to the Obligors (whether contingent or otherwise),
including, without limitation, all existing obligations (whether directly or indirectly) under or
in respect of letters of credit or other credit accommodations provided to, or for the benefit or
account of, any Obligor, and (ii) the Senior Lender shall be released (pursuant to such agreements
as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) from all such
obligations and commitments.



     (d) Each Subordinated Creditor agrees that the Senior Lender shall have no duty to preserve,
protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any
of the Collateral, and in no event shall the Senior Lender be deemed any Subordinated Creditor’s
agent with respect to the Collateral. Each Subordinated Creditor agrees that all proceeds received
by the Senior Lender with respect to any Collateral may be applied, first, to pay or reimburse the
Senior Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the
Senior Lender in connection with the collection of such proceeds, and, second, to any Senior Lender
Indebtedness secured by the Senior Lender’s Lien in that Collateral in any order that it may
choose.



     (e) Each Subordinated Creditor and the Senior Lender agree that, upon the occurrence and
during the continuance of an event of default under the Subordinated Notes, which event of default
is the result of the failure to make any payment of principal or interest with respect to
Subordinated Indebtedness, subject at all times to the provisions of Section 3 and
Section 4 of this Agreement and commencing 180 days after receipt by the Senior Lender of
written notice from Subordinated Creditors’ Collateral Agent of such event of default with respect
to the failure to make any payment of principal or interest under the Subordinated Notes, each
Subordinated Creditor may accelerate the payment of its portion of the Subordinated Indebtedness
and Subordinated Creditors’ Collateral Agent may take action to enforce its Liens on the
Collateral, but, in the case of such action to enforce its Liens on the Collateral, only so long as
the Senior Lender is not pursuing in good faith the exercise of its security interest in the
Collateral or other remedies as a “secured creditor” under Article 9 of the UCC, or attempting to
vacate any stay of enforcement of its Liens on, a material portion of the remaining Collateral,
including, but not limited to, any or all of the following: solicitation of bids from third
parties to conduct the liquidation of all or a material portion of the remaining Collateral, the
engagement or retention of sales brokers, marketing agents, investment bankers, accountants,
appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting
and selling a material portion of the remaining Collateral, the commencement of any action to
foreclose on its Liens on all or any material portion of the remaining Collateral, notification of
account debtors to
make payments to the Senior Lender or its agents, any action to take possession of all or any
material portion of the remaining Collateral or commencement of any legal proceedings or actions
against or with respect to all or any material portion of the remaining Collateral;
provided that, notwithstanding the foregoing, such 180 day period shall be tolled during
such time as the


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Senior Lender or Subordinated Creditors’ Collateral Agent is stayed from enforcing
its Liens on a material portion of the remaining Collateral. In addition to and not by way of
limitation of the foregoing, each Subordinated Creditor agrees that at no time shall it take any
action prejudicial to or inconsistent with the Senior Lender’s rights and senior priority secured
position with respect to any Obligor or the assets or property of any Obligor including, but not
limited to, that no Subordinated Creditor shall take any action that will impede, interfere with,
restrict, or restrain the exercise by the Senior Lender of its rights and remedies under the Senior
Credit Agreement or any other agreement, instrument or document evidencing or related to the Senior
Lender Indebtedness. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall
attempt any remedies under a Subordinated Note or attempt any other action prohibited or restricted
under this Agreement, any Obligor or the Senior Lender may interpose as a defense or plea the
making of this Agreement and the Senior Lender may intervene and interpose such defense in its name
or in the name of any Obligor or the Senior Lender may by virtue of this Agreement restrain the
enforcement thereof in the name of any Obligor or the Senior Lender. Each Subordinated Creditor
agrees that, notwithstanding anything to the contrary, any payment or distribution of cash, assets,
securities (for clarification purposes, not those securities issuable upon conversion of its
Subordinated Note) or other property of any Obligor received by any Subordinated Creditor as
repayment of the Subordinated Indebtedness due to action taken by a Subordinated Creditor under
this Section 6(e) prior to all Senior Lender Indebtedness being Paid in Full shall be held
by such Subordinated Creditor in trust for and forthwith turned over to the Senior Lender in the
form received (except for the endorsement of any Subordinated Creditor where necessary) for
application to the Senior Indebtedness until such Senior Indebtedness is Paid in Full.



     (f) The Senior Lender and each Subordinated Creditor agree that this Section 6 shall
not be construed in any way to limit or impair the right of (i) any Subordinated Creditor to bid
for and purchase any portion of the Collateral at any private or judicial foreclosure upon such
Collateral initiated by the Senior Lender, (ii) subject to Section 5 of this Agreement, any
Subordinated Creditor to join (but not control) any foreclosure or other judicial lien enforcement
proceeding with respect to such Collateral initiated by the Senior Lender thereon, so long as it
does not delay or interfere with the exercise by the Senior Lender of its rights and (iii) subject
to the terms of this Agreement, the right of any Subordinated Creditor to receive payments from the
proceeds of the collection, sale or other disposition of Collateral.



     (g) Each Subordinated Creditor agrees that it will not require or allow any direct or indirect
subsidiary of GEH (other than the other Obligors) to become an obligor of the Subordinated
Indebtedness, including, without limitation, requiring or allowing any such subsidiary to guaranty
the obligations of any Obligor under the Subordinated Indebtedness or to pledge assets to secure
the repayment of the Subordinated Indebtedness, unless such subsidiary has become a Credit Party
(as defined in the Senior Credit Agreement) under the Senior Credit Agreement and other Senior Loan
Documents and the Senior Lender has taken all steps
necessary to perfect its Liens on such subsidiary’s assets, as determined by the Senior Lender
in its reasonable discretion.



     7. Bankruptcy and Insolvency. Each Subordinated Creditor agrees that, in the event of
any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization
or arrangement with creditors, whether or not pursuant to bankruptcy law (each,



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an “Insolvency
Event”), the sale of all or substantially all of the assets of any Obligor, dissolution,
liquidation or any other marshalling of the assets or liabilities of any Obligor, it will file all
claims, proofs of claim or other instruments of similar character necessary to enforce the
obligations of such Obligor in respect of the Subordinated Indebtedness and will hold in trust for
the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the
endorsement of such Subordinated Creditor where necessary) for application to the then-existing
Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such
proceedings on account of the Subordinated Indebtedness, unless and until the Senior Lender
Indebtedness has been Paid in Full and the Senior Lender’s Lien in the Collateral has been
terminated. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall fail to
take any such action, the Senior Lender, as attorney-in-fact for each Subordinated Creditor, may
take such action on each Subordinated Creditor’s behalf (provided that the Senior Lender may only
file claims and proofs of claim in respect of the Subordinated Indebtedness if there shall remain
not more than 30 days before such action is barred, prohibited or otherwise cannot be taken). Each
Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its officers or
employees on behalf of the Senior Lender, as the attorney-in-fact for such Subordinated Creditor
(which appointment is coupled with an interest) with the power but not the duty, upon the
occurrence, and during the continuance, of an Insolvency Event, to demand, sue for, collect and
receive any and all such moneys, dividends or other assets and give acquittance therefor and to
file any claim, proof of claim or other instrument of similar character, to vote claims comprising
Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation,
reorganization, arrangement, composition or extension and to take such other action in the Senior
Lender’s own name or in the name of any Subordinated Creditor as the Senior Lender may deem
necessary or advisable for the enforcement of the agreements contained herein, and each
Subordinated Creditor agrees that it will execute and deliver to the Senior Lender such other and
further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to
accomplish the foregoing. Each Subordinated Creditor agrees that, if the Senior Lender desires to
permit the use of cash collateral or to provide post-petition financing to any Obligor, such
Subordinated Creditor shall not object to the same on the grounds that its interests are not being
adequately protected; provided that such Subordinated Creditor is granted the same liens
and security interests on the post-petition Collateral that may be granted to or for the benefit of
the Senior Lender, junior only to the liens or security interests of the Senior Lender therein.



     8. Restrictive Legend; Transfer of Subordinated Indebtedness. Each Subordinated
Creditor agrees that it will cause its Subordinated Note and all other notes, bonds, debentures or
other instruments evidencing its portion of the Subordinated Indebtedness or any part thereof to
contain a specific statement thereon to the effect that the indebtedness thereby evidenced is
subject to the provisions of this Agreement, and each Subordinated Creditor will mark its books
conspicuously to evidence the subordination effected hereby. Attached hereto is a true and
correct copy of each Subordinated Note bearing such legend. Each Subordinated Creditor agrees
that, at the request of the Senior Lender, such Subordinated Creditor shall deposit with the Senior
Lender its Subordinated Note and all of the other notes, bonds, debentures or other instruments
evidencing the Subordinated Indebtedness, which notes, bonds, debentures or other instruments may
be held by the Senior Lender so long as any Senior Lender Indebtedness remains outstanding or the
Senior Lender’s Lien in the Collateral has not been terminated. Each


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Subordinated Creditor agrees
that it is the lawful holder of its Subordinated Note and it has not transferred any interest
therein to any other Person. Each Subordinated Creditor agrees that it will not assign, transfer
or pledge to any other Person any of the Subordinated Indebtedness without delivering to the Senior
Lender, simultaneously with such assignment, transfer or pledge, a joinder agreement, in form and
substance acceptable to the Senior Lender, executed by such assignee, transferee or pledgee
pursuant to which such assignee, transferee or pledgee is bound, as a Subordinated Creditor, by all
of the terms and conditions of this Agreement; provided, however, that each
Subordinated Creditor may pledge a Subordinated Note in connection with a bona fide margin account
or other loan or financing arrangement secured by such Subordinated Note without providing a
joinder agreement, but, upon any assignment or transfer of such a pledged Subordinated Note to such
pledgee or any other assignee or transferee of such Subordinated Note, such Subordinated Creditor
shall cause such pledgee, assignee or transferee to deliver to the Senior Lender, simultaneously
with such assignment or transfer, a joinder agreement, in form and substance acceptable to the
Senior Lender, executed by such pledgee, transferee or assignee pursuant to which such pledgee,
transferee or assignee is bound, as a Subordinated Creditor, by all of the terms and conditions of
this Agreement. Notwithstanding the failure to execute or deliver any such joinder agreement, the
subordination effected hereby shall survive any assignment, transfer or pledge of all or any
portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the
successors, assigns and transferees of each Subordinated Creditor. Each Subordinated Creditor
agrees that it will not, without the prior written consent of the Senior Lender, agree to a
discharge or forgiveness of the Subordinated Indebtedness.



     9. Amendment of Subordinated Indebtedness. Until the Senior Lender Indebtedness is
Paid in Full, and anything contained in the Subordinated Notes or any of the Senior Loan Documents
to the contrary notwithstanding, the Subordinated Creditors shall not, without the prior written
consent of the Senior Lender, agree to any amendment or supplement to, or other modification of,
the Subordinated Notes or the Subordinated Indebtedness the effect of which is to (a) increase the
maximum principal amount of the Subordinated Indebtedness, (b) increase the rate of interest (cash
or otherwise) on any of the Subordinated Indebtedness, (c) change to an earlier date any date upon
which regularly scheduled payments of principal or interest on the Subordinated Indebtedness are
due, (d) add or make more restrictive any event of default or any covenant with respect to the
Subordinated Indebtedness or make any change to any event of default or any covenant which would
have the effect of making such event of default or covenant more restrictive, (e) change the final
maturity date of any Subordinated Indebtedness to a date that is earlier than the date which is 180
days after the scheduled maturity date of the Senior Lender Indebtedness, (f) change any
redemption, put or prepayment provisions of the Subordinated Indebtedness, (g) alter the
subordination provisions with respect to the Subordinated Indebtedness, including, without
limitation, subordinating the Subordinated Indebtedness to any other indebtedness, or (h) change or
amend any other term of the
Subordinated Notes if such change or amendment would result in a Obligor Default, increase the
obligations of any Obligor or confer additional material rights on the Subordinated Creditors or
any holder of the Subordinated Indebtedness in a manner adverse to any Obligor or the Senior
Lender. Notwithstanding the foregoing, this Agreement shall not prohibit or restrict (i) any
Subordinated Creditor’s ability to convert its Subordinated Note pursuant to the terms thereof or
GEH from issuing, or such Subordinated Creditor from receiving, the securities issuable upon



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conversion thereof, or (ii) GEH from issuing shares of GEH’s common stock to the Subordinated
Creditors in exchange for the payment of principal and/or interest on the Subordinated Notes.



     10. Continuing Effect. Each Subordinated Creditor agrees that this Agreement shall
constitute a continuing agreement of subordination, and the Senior Lender may, without notice to or
consent by any Subordinated Creditor, modify any term of the Senior Lender Indebtedness in reliance
upon this Agreement. Each Subordinated Creditor agrees that, without limiting the generality of
the foregoing, the Senior Lender may, at any time and from time to time, without the consent of or
notice to any Subordinated Creditor and without incurring responsibility to any Subordinated
Creditor or impairing or releasing any of the Senior Lender’s rights or any of the obligations of
any Subordinated Creditor hereunder:



     (a) change the interest rate or change the amount of payment or extend the time for payment or
renew or otherwise alter the terms of any Senior Lender Indebtedness or any instrument evidencing
the same in any manner;



     (b) sell, exchange, release or otherwise deal with any property at any time securing payment
of the Senior Lender Indebtedness or any part thereof;



     (c) release anyone liable in any manner for the payment or collection of the Senior Lender
Indebtedness or any part thereof;



     (d) exercise or refrain from exercising any right against any Obligor or any other Person
(including the Subordinated Creditor); and



     (e) apply any sums received by the Senior Lender, by whomsoever paid and however realized, to
the Senior Lender Indebtedness in such manner as the Senior Lender shall deem appropriate.



     11. No Commitment. Each Subordinated Creditor agrees that none of the provisions of
this Agreement shall be deemed or construed to constitute or imply any commitment or obligation on
the part of the Senior Lender to make any future loans or other extensions of credit or financial
accommodations to any Obligor.


Each Subordinated Creditor hereby waives any and all right to require the marshalling of assets in
connection with the exercise of any of the Senior Lender’s remedies permitted by applicable law or
agreement.




     12. Bailment. With respect to any Collateral in the Senior Lender’s possession or
control consisting of certificates representing shares of stock of any direct or indirect
subsidiary of GEH (“Specified Collateral”), the Senior Lender will act as pledgeholder for
each Subordinated Creditor until the Payment in Full of the Senior Lender Indebtedness, whereupon,
to the extent permitted by law, possession of, control or the other rights with respect to any such
Specified Collateral remaining shall be promptly transferred to Subordinated Creditors’ Collateral
Agent; and immediately upon such transfer of possession, control or other rights, Subordinated
Creditors’ Collateral Agent shall become the pledgeholder of the Specified Collateral. Each
Subordinated Creditor acknowledges and agrees that: (i) the Senior Lender



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makes no representation
or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified
Collateral or the Liens upon any Specified Collateral; (ii) while any Specified Collateral is held
by the Senior Lender, the Senior Lender shall not have any liability to any Subordinated Creditor
for any losses, damages, claims, or liability of any kind to the extent arising out of the holding
of such Specified Collateral; (iii) the Senior Lender need not act as a pledgeholder for any
Subordinated Creditor with respect to any Collateral other than Specified Collateral; (iv) each
Subordinated Creditor shall promptly deliver to the Senior Lender any Collateral, that is now in or
in the future comes into its possession or control, in which a security interest may be perfected
under the UCC or other relevant law only by possession or control or with respect to which the
rights or interests granted to such Subordinated Creditor may be precluded by or inconsistent with
the rights or interests granted to the Senior Lender; and (v) the priority of the Senior Lender’s
and each Subordinated Creditor’s Liens in Specified Collateral shall be governed by the terms of
this Agreement.



     13. Third Parties. Nothing contained in this Agreement is intended to or shall affect
or limit, in any way, the rights that the Senior Lender or the Subordinated Creditor have with
respect to any third parties. Subject to the terms hereof, the Senior Lender and the Subordinated
Creditor hereby specifically reserve all of their respective rights against the Obligors and all
other third parties.



     14. Notice. The Senior Lender and each Subordinated Creditor agrees that all notices
and other communications hereunder shall be in writing and shall be (i) personally delivered, (ii)
transmitted by registered mail, postage prepaid, or (iii) transmitted by telecopy, in each case
addressed to the party to whom notice is being given at its address as set forth below:


If to the Senior Lender:



CapitalSource Finance LLC

4445 Willard Avenue, 12th Floor

Chevy Chase, MD 20815

Telecopier: (301) 841-2360

Attention: Portfolio Manager — CFG



If to any Subordinated Creditor:



Whitebox Convertible Arbitrage Partners, LP

3033 Excelsior Boulevard, Suite 300

Minneapolis, MN 55146

Attention: Jeannie Sonstegard

Telecopier: (612) 253-6100



or at such other address as may hereafter be designated in writing by that party. All such notices
or other communications shall be deemed to have been given on (i) the date received if delivered
personally, (ii) three days after the date of posting if delivered by mail, or (iii) the date of
transmission if delivered by telecopy.




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12









 








     15. Conflict in Agreements. Each Subordinated Creditor agrees that, if the
subordination provisions of any instrument evidencing Subordinated Indebtedness conflict with the
terms of this Agreement, the terms of this Agreement shall govern the relationship between the
Senior Lender and each Subordinated Creditor.



     16. No Waiver. Each Subordinated Creditor agrees that no waiver shall be deemed to be
made by the Senior Lender of any of its rights hereunder unless the same shall be in writing signed
on behalf of the Senior Lender, and each such waiver, if any, shall be a waiver only with respect
to the specific matter or matters to which the waiver relates and shall in no way impair the rights
of the Senior Lender or the obligations of any Subordinated Creditor to the Senior Lender in any
other respect at any time.



     17. Binding Effect; Acceptance. The Senior Lender and each Subordinated Creditor
agrees that this Agreement shall be binding upon each Subordinated Creditor, each Subordinated
Creditor’s successors and assigns and shall inure to the benefit of the Senior Lender and its
participants, successors and assigns irrespective of whether this or any similar agreement is
executed by any other creditor of any Obligor. Each Subordinated Creditor agrees that notice of
acceptance by the Senior Lender of this Agreement or of reliance by the Senior Lender upon this
Agreement is hereby waived by each Subordinated Creditor.



     18. Agent for Subordinated Creditors. The Subordinated Creditors’ Collateral Agent
shall act as agent for the Subordinated Creditors and any other holders of the Subordinated
Indebtedness under this Agreement, such that any notices and communications to be delivered to or
by the Subordinated Creditors under this Agreement shall be made to or obtained from the
Subordinated Creditors’ Collateral Agent and shall be binding on the Subordinated Creditors as if
directly received by or obtained from the Subordinated Creditors.



     19. Miscellaneous. The section headings herein are included for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose. This
Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument. Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. For clarification purposes and without implication that the
contrary would otherwise be true, nothing contained in this Agreement shall prohibit or restrict
any Subordinated Creditor’s ability to convert its Subordinated Note pursuant to the terms thereof
or GEH from issuing, or such Subordinated Creditor from receiving, the securities issuable upon
conversion thereof.



     20. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or
written agreements between the Subordinated Creditors’ Collateral Agent, the Subordinated
Creditors, and the Senior Lender, their affiliates, and Persons acting on their behalf with respect
to the subject matter of this Agreement, and this Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the matters covered
herein. No provision of this Agreement may be amended other than by an amendment or modification
in writing signed by the Senior Lender and the holders of at least 66-2/3% of the aggregate
principal amount of Subordinated Notes issued under the Securities Purchase Agreement, and any
amendment to or modification of this Agreement made in conformity with the provisions of



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this
Section 20 shall be binding on the Subordinated Creditors’ Collateral Agent and all the
Subordinated Creditors.



     21. Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. This
Agreement shall be governed by and construed in accordance with the substantive laws (other than
conflict laws) of the State of New York. Each of the Senior Lender, the Subordinated Creditors’
Collateral Agent, and the Subordinated Creditors consents to the personal jurisdiction of the state
and federal courts located in the State of New York in connection with any controversy related to
this Agreement, waives any argument that venue in any such forum is not convenient, and agrees that
any litigation initiated by any of them in connection with this Agreement may be venued in either
the state or federal courts located in the City and County of New York, New York. EACH OF THE
SENIOR LENDER, THE SUBORDINATED CREDITORS’ COLLATERAL AGENT, AND THE SUBORDINATED CREDITORS WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.



[The remainder of this page intentionally left blank.]




[Signatures on next page]




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     IN WITNESS WHEREOF, the Senior Lender, the Subordinated Creditors’ Collateral Agent, and each
Subordinated Creditor have caused this Agreement to be executed and delivered by its officer
thereunto duly authorized as of the date and year first above-written.



	 	 	 	 	 	 	 	 	 
	CAPITALSOURCE FINANCE LLC	 	 	 	PANDORA SELECT PARTNERS, LP
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Albert Rocha	 	 	 	By:
	 	Pandora Select Advisors LLC
	 

	 	 	 	 	 	 	 	 
	Name:
	 	Albert Rocha	 	 	 	 	 	 
	Its:

	 	Senior Counsel	 	 	 	By:	 	/s/ Jonathan Wood
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jonathan Wood
	 

	 	 	 	 	 	Its:
	 	Director, CFO






	 	 	 	 	 	 	 	 	 	 	 
	RADCLIFFE SPC, LTD., for and on behalf of the	 	 	 	MAGNETAR CAPITAL MASTER FUND, LTD.
	Class A Convertible Crossover Segregated Portfolio	 	 	 	By:	 	Magnetar Financial LLC, its Investment Manager
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	RG Capital Management, L.P.	 	 	 	 	 	 
	 

	 	By:
	 	RGC Management Company, L.L.C.
	 	 	 	By:	 	/s/ Doug Litowitz
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name
	 	Doug Litowitz
	 

	 	 	 	 	 	 	 	Its:
	 	Counsel
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Gerald F. Stahlecker	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:
	 	Gerald F. Stahlecker	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Its:
	 	Managing Director	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	GUGGENHEIM PORTFOLIO XXXI, LLC	 	 	 	WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS,

LP, as a Subordinated Creditor and as Collateral Agent
	By:	 	Guggenheim Advisors, LLC	 	 	 	 	 	 	 	 
	 	 	By:	 	Whitebox Advisors LLC	 	 	 	By:	 	Whitebox Convertible Arbitrage Advisors LLC
	By:

	 	/s/ Jonathan Wood	 	 	 	 	 	By:
	 	Whitebox Advisors LLC
	 	 	 	 	 	 	 	 	 	 	 
	Name:	 	Jonathan Wood	 	 	 	 	 	 	 	 
	Its:	 	Director, CFO	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ Jonathan Wood
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:	 	Jonathan Wood
	 	 	 	 	 	 	 	 	Its:	 	Director, CFO





CapitalSource/Global Employment

Subordination Agreement


Sig-1 









 





	 	 	 	 	 	 	 	 	 	 	 
	WHITEBOX INTERMARKET PARTNERS, LP	 	 	 	CONTEXT ADVANTAGE MASTER FUND, LP, on
behalf of itself, Context Advantage
Fund, LP,

f/k/a Context Convertible Arbitrage
Fund, L.P., and Context Offshore
Advantage Fund, Ltd., f/k/a Context
Convertible Arbitrage Offshore, Ltd.
	By:

	 	Whitebox
	 	Intermarket Advisors LLC	 	 	 	 	 	 
	 

	 	By: Whitebox Advisors LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jonathan Wood	 	 	 	By:
	 	Context Capital Management LLC, its
General Partner and Investment Advisor
	 	 	 	 	 	 	 	 	 
	Name:	 	Jonathan Wood	 	 	 	 	 	 
	Its:	 	Director, CFO	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ Michael S. Rosen
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:
	 	Michael S. Rosen
	 

	 	 	 	 	 	 	 	Its:
	 	Managing Member






	 	 	 	 	 	 	 	 	 
	CONTEXT OPPORTUNISTIC MASTER FUND, L.P.	 	 	 	GWIRTSMAN FAMILY PARTNERS, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Charles Gwirtsman
	 

	 	 	 	 	 	 	 	 
	By:

	 	Context Capital Management LLC, its
	 	 	 	Name:
	 	Charles Gwirtsman
	 

	 	General Partner
	 	 	 	Title:
	 	Manager






	 	 	 	 	 
	By:
	 	/s/ Michael S. Rosen	 	 
	Name:

	 	 

Michael S. Rosen
	 	 
	Its:

	 	Managing Member	 	 






	 	 	 	 	 
	/s/ Luci Altman

	 	 	 	/s/ Jay Wells
	 

	 	 	 	 
	Luci Altman

	 	 	 	Jay Wells
	 
	 	 	 	 
	/s/ Gregory Bacharach

	 	 	 	/s/ Howard Brill
	 

	 	 	 	 
	Gregory Bacharach

	 	 	 	Howard Brill
	 
	 	 	 	 
	/s/ Richard Goldman

	 	 	 	/s/ Daniel Hollenbach
	 

	 	 	 	 
	Richard Goldman

	 	 	 	Daniel Hollenbach
	 
	 	 	 	 
	/s/ Terry Koch

	 	 	 	/s/ Michael Lazrus
	 

	 	 	 	 
	Terry Koch

	 	 	 	Michael Lazrus
	 
	 	 	 	 
	/s/ Steven List

	 	 	 	/s/ Kenneth Michaels
	 

	 	 	 	 
	Steven List

	 	 	 	Kenneth Michaels
	 
	 	 	 	 
	/s/ Steven Pennington

	 	 	 	/s/ Fred Viarrial
	 

	 	 	 	 
	Steven Pennington

	 	 	 	Fred Viarrial





CapitalSource/Global Employment

Subordination Agreement



Sig-2 









 








ACKNOWLEDGMENT AND AGREEMENT OF OBLIGORS




     Each of the undersigned hereby (i) acknowledges receipt of the foregoing Subordination
Agreement; (ii) consents to the terms and execution thereof; (iii) reaffirms all obligations to the
Senior Lender pursuant to the terms of the Senior Credit Agreement and other Senior Loan Documents;
and (iv) acknowledges that the Senior Lender may amend, restate or otherwise modify the
Subordination Agreement, without notifying or obtaining the consent of the undersigned and without
impairing the liability of the undersigned under the Senior Credit Agreement and the other Senior
Loan Documents.



	 	 	 	 	 	 	 	 	 
	GLOBAL EMPLOYMENT HOLDINGS, INC.	 	 	 	GLOBAL EMPLOYMENT SOLUTIONS, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Its:
	 	Chief Executive Officer and President
	Its:

	 	Chief Executive Officer and President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXCELL PERSONNEL SERVICES CORPORATION	 	 	 	SOUTHEASTERN STAFFING, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Its:
	 	Executive Vice President
	Its:

	 	Executive Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.	 	 	 	MAIN LINE PERSONNEL SERVICES, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Its:
	 	Executive Vice President
	Its:

	 	Executive Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TEMPORARY PLACEMENT SERVICE,
INC.,

f/k/a Michael & Associates, Inc. and
successor by merger to Temporary
Placement Service, Inc.	 	 	 	SOUTHEASTERN GEORGIA HR, INC.
	 

	 	 	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Howard Brill	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill	 	 	 	 	 	 
	Its:

	 	Executive Vice President	 	 	 	 	 	 





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	BAY HR, INC.	 	 	 	SOUTHEASTERN PERSONNEL MANAGEMENT, INC.
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Howard Brill	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	Its:

	 	Executive Vice President
	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	Its:
	 	Executive Vice President
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING II, INC.	 	 	 	SOUTHEASTERN STAFFING III, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill	 	 	 	Name:
	 	Howard Brill
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Its:
	 	Executive Vice President
	Its:

	 	Executive Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOUTHEASTERN STAFFING IV, INC.	 	 	 	SOUTHEASTERN STAFFING V, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Howard Brill	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

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

	 	/s/ Howard Brill	 	 	 	By:	 	/s/ Howard Brill
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Howard Brill
	 	 	 	Name:
	 	Howard Brill
	Its:

	 	Executive Vice President
	 	 	 	Its:
	 	President






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Subordination Agreement