ex4_02.htm


    
      

    

    Exhibit
4.02

    
      


      


      SCHEDULE
TO LOAN AND SECURITY AGREEMENT

      DATED: as
of October 27, 2009

      


      This
Schedule is part of the Agreement between:

      


      CRESTMARK
BANK (“CRESTMARK”)

      5480
CORPORAT DRIVE

      SUITE
350

      TROY,
MICHIGAN 48098

       

      AND

      


      GENERAL
EMPLOYMENT ENTERPRISES, INC. (“GEE”)

      TRIAD
PERSONNEL SERVICES, INC. (“TPS”) (collectively “BORROWER”)

      One Tower
Lane

      Oakbrook
Terrace, IL 60181

      


      The
following paragraph numbers correspond to paragraph numbers contained in the
Agreement.

      


      
        	
                 
      

              	
                3.

              	
                LOAN.
      The Indebtedness will not exceed an amount which is the lesser
      of:

              


      

      


      
        	
                 
      

              	
                I.

              	
                As
      to TPS:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Two
      Million Four Hundred Fifty Thousand Dollars ($2,450,000.00) (“TPS Maximum
      Amount”),

              


      

       

      or

      


      
        	
                 
      

              	
                (b)

              	
                up
      to eighty-five percent (85%) of Eligible
  Accounts

              


      

      (the “TPS
Advance Formula”).

      


      
        	
                 
      

              	
                II.

              	
                As
      to GEE:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      lesser of (i) One Million Fifty Thousand Dollars ($1,050,000.00) or (ii)
      thirty percent (30%) of the amount outstanding to TPS under the TPS
      Advance Formula (“GEE Maximum Amount”),
or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                up
      to eighty-five percent (85%) of Eligible
  Accounts

              


      

      (the “GEE
Advance Formula”).

      


      The
aggregate of the TPS Maximum Amount and the GEE Maximum Amount may sometimes be
collectively referred to as the “Maximum Amount” or the “Maximum
Facility.”

      


      Crestmark
shall not allow any advances against (A) Accounts not previously approved by
Crestmark where the expected dollar value for such Account Debtor is greater
than ten (10%) percent of Borrower's existing Accounts, subject to review and
change by Crestmark from time to time; provided, however, as to SunGard Higher
Education, Inc., only, the lesser of (i) twenty-five (25%) percent of Borrower's
existing Accounts, or (ii) $300,000.00, subject to review and change by
Crestmark from time to time thereafter; and provided, however, as to Uranium
Disposition Services, LLC, only, the lesser of (i) fifteen (15%) percent of
Borrower's existing Accounts, or (ii) $150,000.00, subject to review and change
by Crestmark from time to time thereafter; or (B) all of the Accounts owed by an
Account Debtor where 25% or more of all of the Accounts owed by that Account
Debtor are unpaid more than (a) as to GEE, 30 days from the invoice date; and
(b) as to TPS, 90 days from the invoice date.

      


      Crestmark
may in its sole discretion raise or lower the advance rate with respect to the
Advance Formula. In addition, Crestmark may establish cash reserves and credit
balances to protect its interests as set forth in the Agreement, including,
without limitation, a Dilution Reserve. “Dilution Reserve” means the Dilution
Percentage less the Base Dilution. The Dilution Percentage is defined as: (i)
uncollectable sales (as determined by Crestmark in its sole discretion,
exercised in a commercially reasonable manner, and including all sales subject
to a customer dispute) excluding Accounts that remain unpaid but are
collectable, divided by (ii) total sales and (iii) stated as a percentage,
as determined by Crestmark. Base Dilution means: (a) as to GEE, one percent
(1%); and (b) at to TPS five percent (5%). Crestmark shall reduce the advance
rate for Eligible Accounts by one percent (1%) for each percentage point that
Base Dilution exceeds: (a) as to GEE, 1%; (b) as to TPS, 5%.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Eligible
Accounts are
accounts that arise in the ordinary course of business, are represented by an
invoice, are presently due, are free from any dispute, are not from any parent,
subsidiary or affiliate of Borrower, and are acceptable to Crestmark in its sole
discretion. Excluded from Eligible Accounts are accounts that: (i) are more than
(a) 30 days from employee start date as to GEE; and (b) 90 days from invoice
date as to TPS; (ii) are from an Account Debtor that is located outside the
United States; (iii) are from an Account Debtor on a bill and hold, guaranteed
sale, C.O.D. sale, return sale of any kind, sale on approval, consignment or
other conditional sale; (iv) are for tooling; or (v) are contra accounts or are
from an Account Debtor who is owed money by Borrower; or are deemed unacceptable
by Crestmark in its sole discretion.

      


      
        	
                 
      

              	
                7.

              	
                Fees. The following fees
      will be charged to the Borrower:

              


      

      


      Late
Reporting Fee: Borrower will pay Crestmark a fee (the “Late Reporting
Fee”) in an amount equal to One Hundred Fifty ($150.00) Dollars per document per
business day for any day in which any report, financial statement or schedule
required by the Agreement is delivered late.

      


      Loan
Fee: Borrower
will pay at closing and on each annual anniversary of the date of the Agreement,
Crestmark a non-refundable loan fee in the amount of one percent (1%) of the
Maximum Amount, which will be fully due on each such date, but, as a courtesy to
Borrower, may be paid in twelve (12) equal consecutive monthly payments
commencing on date of execution of this Agreement and continuing on the first
day of each month thereafter.

      


      Maintenance
Fee. Each month Borrower will pay Crestmark a monthly maintenance fee
(the "Maintenance Fee") of Three Thousand Five Hundred and 00/100 Dollars
($3,500.00) commencing on the first (1st) day of November, 2009 and continuing
on the first (1st) day of each month thereafter until Borrower has no
Indebtedness outstanding and this Agreement is terminated.

      


      Lockbox
Fee. Each month
the Borrower will pay all costs in connection with the Lockbox and the Lockbox
Account, as determined by Crestmark from time to time.

      


      8.         
   MINIMUM
LOAN BALANCE. At all times the minimum Loan balance that Borrower must
maintain is $0.00.

      


      
        	
                 
      

              	
                12.

              	
                LOCKBOX. The Lockbox Bank
      is:

              


      

      Drawer
#

      PO Box
5935

      Troy, MI
48007-5935

      


      
        	
                 
      

              	
                13.

              	
                REPRESENTATIONS.

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Both
      GEE and TPG are corporation organized in the State of
      Illinois.

              


      

      


      (F)           List
Security Interests in the Collateral held by creditors other than Crestmark as
Permitted Encumbrances:

      _____________________________________

      


      _____________________________________

      


      _____________________________________



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NOTE: As to the interests
listed above, the listing thereof in this Loan and Security Agreement shall not,
in any manner whatsoever, be deemed to be an acknowledgement by Crestmark as to
the perfection, priority, validity or enforceability thereof.

      


      14. (E)  Financial
Covenants:
Borrower, on a consolidated basis, will maintain the following Financial
Covenants, which will be tested on a monthly basis.

      


      
        	
                 
      

              	
                A.

              	
                Working
      Capital Ratio at all times of at least
1.1:1.0

              


      

      


      
        	
                 
      

              	
                B.

              	
                Tangible
      Net Worth Ratio at all times of not greater than
  3.0:1.0.

              


      

      


      “Working
Capital Ratio” means current assets divided by current liabilities.

      


      “Tangible
Net Worth Ratio” means the aggregate of all obligations outstanding under this
Agreement divided by Tangible Net Worth.

      


      “Tangible
Net Worth" means, as of the date of determination, total assets less total
liabilities less the sum of (i) the aggregate amount of non-trade Accounts
Receivable, including Accounts Receivable from affiliated or related Persons;
(ii) prepaid expenses; (iii) deposits; (iv) net leasehold improvements; (v)
goodwill; and (vi) any other asset which would be treated as an intangible asset
under GAAP.

      


      Availability
as calculated above must exceed accrued payroll and accrued and withheld payroll
taxes at the time of Closing.

      


      In
addition, at no time shall Borrower: (i) make any loans, advances, intercompany
transfers or cash flow between the Borrower and any subsidiary, related entity
or affiliate of the Borrower or with any company that has common shareholders,
officers or directors with the Borrower; (ii) make any distribution or declare
or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or
retire any of its common stock, membership or partnership interests, of any
class, whether now or hereafter outstanding; (iii) enter into an agreement for
the acquisition of the stock or assets of another company, or any merger or
business combination without the prior written consent of Crestmark; or (iv) pay
total compensation to officers of Borrower (or any of their relatives),
including salaries, withdrawals, fees, bonuses, commissions, drawing accounts
and other payments, whether directly or indirectly, in money or otherwise,
during the each fiscal year of Borrower during the term of this Agreement in an
aggregate amount for all such officers in excess of one hundred and fifty
percent (150%) of the total compensation paid in the prior fiscal
year.

      


      All of
the financial covenants in this Agreement shall be determined in accordance with
GAAP, unless otherwise provided. "GAAP" means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board that
are applicable to the circumstances as of the date of determination and applied
on a consistent basis.

       

      
        	
                 
      

              	
                16.

              	
                FINANCIAL
      REPORTS.

              


      

      


      Management
Prepared Financial Statements: Borrower will deliver to Crestmark
management prepared financial statements, balance sheets, and profit and loss
statements for the month then ended, certified to by the president or chief
financial officer of Borrower. Such reports will set forth the financial affairs
and true condition of Borrower for such time period and will be delivered to
Crestmark no later than thirty (30) days after the end of each
month.

      


      All
financial statements are and will be prepared in accordance with GAAP applied on
a consistent basis, and on a consolidated and consolidating basis.

      


      Annual
Financial Statements:
Each year Borrower will deliver to Crestmark annual audited financial
statements, cash flow statements, balance sheets, and profit and loss statements
prepared by a certified public accountant acceptable to Crestmark, all without
exceptions. Such reports will set forth in detail Borrower's true condition as
of the end of Borrower's fiscal year no later than ninety (90) days after the
end of Borrower's fiscal years.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Accounts
Receivable, Accounts Payable Aging and Inventory Reports: Borrower will
furnish to Crestmark the following certified to by the president or chief
financial officer of Borrower within the time periods set forth:

      


      
        	
                 
      

              	
                (a)

              	
                Accounts
      Receivable Reports: Monthly detailed Accounts Receivable Aging
      Reports no later than fifteen (15) days after the end of each
      month;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Accounts
      Payable Reports: Monthly detailed Accounts Payable Aging Reports no
      later than fifteen (15) days after the end of each month;
    and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Payroll
      Reports:
      Monthly payroll and tax payment reports no later than fifteen (15)
      days after the end of each month.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Borrowing
      Base Certificate:
      Weekly borrowing base certificates together with all such
      documentation as required by
Crestmark.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Weekly
      Reports:
      Weekly detailed invoice reporting including invoices and proof of
      service, and including detailed credit memo report including copies of all
      credit memos and detailing of cash receipts, as well as detailed accounts
      receivable agings.

              


      

      


      Guarantor's
Financial Statements: Guarantor will provide
Crestmark with annual statement of net worth on forms supplied by Crestmark.
Such reports will set forth with detail Guarantor's financial affairs and the
true financial condition of Guarantor, as of the end of each calendar year and
shall be delivered to Crestmark on the earlier of April 30th or 120 days after the end of
each calendar year.

      


      Tax
Returns:
Guarantor and Borrower will each provide Crestmark with current annual
tax returns prior to April 15 of each year or if an extension is filed, at the
earlier of (a) filing, or (b) the extension deadline.

      


      Field
Examinations: Borrower shall reimburse Crestmark for the costs to perform
field examinations of Borrower's assets and liabilities, to be performed by
Crestmark's inspector, whether a Crestmark officer or an independent party with
all expenses (whether for a Crestmark employee or otherwise, at the rate of
$850.00 per person per day for each day of the field examination including
preparation of the field examination report, together with all out of pocket
expenses including, but not limited to, transportation, hotel, parking, and
meals) paid by Borrower.

      


      Tax
Deposit Evidence: Submit weekly payroll summaries and copies of monthly
bank statements from which the funds are impounded and such other evidence of
payment, including, without limitation, EFTPS receipts.

      


      Customer
Lists: Upon Crestmark’s request, Borrower will deliver to Crestmark
detailed customer lists showing the customer's name, address, phone number and
any other information Crestmark requests.

      


      Projections:
Borrower shall deliver to Crestmark, within sixty (60) days prior to each
year-end, an annual financial projection for the following year, broken down
monthly.

      


      Other
Information: Borrower and Guarantor will also deliver to Crestmark such
other financial statements, financial reports, documentation, tax returns and
other information as Crestmark requests from time to time.



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                II.

              	
                Modifications

              


      

      


      The
following provisions of the Loan and Security Agreement are amended as
follows:

      


      a.   The
following language is added to the end of Section 3.F. of the
Agreement:

      


      “In the
event that Advances are made in excess of Availability and the Borrower does not
repay such overage immediately, Crestmark, in addition to its other rights
herein, may charge a fee of 0.0493% per day on the amount of such
overage.”

      


      b.    Section
4., subsections A., B. and C are deleted in their entirety and the following are
substituted in their place:

      


      “A.          Before
Crestmark makes any Advance to the Borrower, the Borrower must give Crestmark
security for repayment of the Indebtedness. This security is known as a
“Security Interest”. Borrower, by signing this Agreement, grants to Crestmark a
Security Interest in all of its assets, now existing and hereafter arising,
wherever located, including, without limitation, all accounts, goods, inventory,
equipment, chattel paper, instruments, investment property, specifically
identified commercial tort claims, documents, deposit accounts, letter of credit
rights, general intangibles and supporting obligations for any of the foregoing
(the “Collateral”), to secure repayment of the Indebtedness. The Collateral also
includes all monies on deposit with Crestmark, or on deposit in the Lockbox
Account which is described later. If any of the foregoing is at any time
disposed of or sold, Crestmark also has a Security Interest in all of the
proceeds of any of the foregoing.

      


      B.          
 Crestmark has the right to perfect its Security Interest by filing what is
known as a financing statement or by taking possession of certain Collateral. In
connection with the Security Interest, Borrower gives Crestmark all of the
rights of a secured creditor under the Uniform Commercial Code (the “UCC”). All
expenses of Crestmark relating to the Security Interest are part of the
Indebtedness. In addition, the Borrower grants Crestmark the authority to file
all appropriate documentation in order for Crestmark to perfect its security
interest in the Collateral, including, without limitation, a UCC-1 financing
statements that lists the collateral as “All assets of the Debtor, now existing
and hereafter arising, wherever located,” or similar terms.

      


      C.           In
connection with the Security Interest, Borrower must notify all persons who owe
it on account (“Account Debtor”) of the Crestmark Security Interest on a form
approved by Crestmark and all Account Debtors must be instructed to make all
payments on the account, whether by credit cards, check or electronic transfer,
to the Lockbox Bank, or as instructed by Crestmark in its sole
discretion.”

      


      c.
Section 5. subsections A. and B. are deleted in their entirety and the following
are substituted in their place:

      


      “A.          Advances
with respect to the Loan are always discretionary with Crestmark. In connection
with any request for an Advance, if the request is based upon specific Eligible
Accounts, the Borrower must also furnish to Crestmark at the same time invoices,
credit memos, purchase orders, evidence of delivery, proof of shipment,
timesheets, a cash receipts journal or summary thereof, and any other documents
Crestmark requests, in its sole discretion, with respect to the accounts that
Borrower is tendering to Crestmark to support the Advance (“Account Documents”).
At the request of Crestmark Borrower will provide a Borrowing Certificate in
form approved by Crestmark before the Advance is made. Crestmark will endeavor
to provide the requested funds by the end of the business day on the date that
it receives the request so long as the complete package of information for the
request has been received by 10:30 a.m. Eastern Time. All requests for funding
will be subject to Crestmark’s then standard fees for electronic funds transfer,
wire transfers and check services.

      


      B.          
 Borrower must instruct all Account Debtors to remit all collateral
proceeds to the Lockbox Bank. At Crestmark’s request, all documents related to
the accounts must be marked by Borrower to show assignment to Crestmark and the
Borrower must notify each Account Debtor by mail, in accordance with a form
approved by Crestmark that the account has been assigned to Crestmark and that
all payments on the account whether made by mail or electronically or otherwise
must be made payable to the Borrower at the address provided in the letter,
which is the Lockbox Account. The address for payments will be the Lockbox Bank
specified in the Schedule. All expenses for notification of each Account Debtor
will be paid by the Borrower. All expenses plus any applicable administration
fees of the Lockbox will be paid by Borrower. All accounts specifically
submitted to Crestmark with Account Documents for which an Advance is made will
be known as Crestmark Accounts (the “Crestmark Accounts”). Crestmark may at any
time and from time to time, and at its sole discretion, notify any Account
Debtor of Borrower or any third party payer to make payments directly to
Crestmark. ”


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      a.
Section 8 is deleted and the following is substituted in its place:

      


      “8.           MINIMUM
BALANCE. Borrower agrees that it will maintain a minimum Loan balance in
the amount shown on the Schedule for the period shown and Borrower understands
that the Interest Rate and the Maintenance Fee will be calculated on the greater
of the Minimum Loan Balance or the Actual Loan Balance.”

      


      b.     Section
13. is amended by the addition of subsection J. to provide as
follows:

      


      “J.     That
all Accounts assigned to Crestmark are bonafide accounts arising from the sale
of inventory or providing services, and are not subject to offset or
counterclaim and are free and clear of all encumbrances of any kind
whatsoever.”

      


      c.     Section
15.G. is deleted in its entirety and the following is substituted in its
place:

      


      “G.           Suffer
or permit any judgment, lien, tax lien, decree or order not fully covered by
insurance or cash reserve maintained by Crestmark to be entered against the
Borrower or a Guarantor, or permit or suffer any warrant or attachment to be
filed against Borrower, any Guarantor, or against any property or asset of
Borrower or Guarantor.

      


      d. By the
addition of Section 25 to provide as follows:

      


      “25.         INDEMNIFICATION:
Borrower hereby indemnifies and holds Crestmark and its executive committees,
parent, affiliates, subsidiaries, agents, directors, officers, participants,
employees, agents, and their successors and assigns (collectively the
“Indemnified Parties”) harmless against any damages or claims arising from
Crestmark collecting or attempting to collect any Accounts and from any and all
costs, claims, expenses, actions and liabilities, including fees of attorneys
and other professionals and experts, costs of suit and interest, arising out of
any failure by Borrower or Borrower's documentation to comply with all
applicable laws, rules and regulations.

      


      Should
any excise, sales, documentary stamp, intangible, service or other tax be
imposed by state, federal or local authorities with respect to any of the
transactions hereunder in such form that Crestmark is required to withhold,
collect or pay such taxes, Borrower agrees to disclose such requirement to
Crestmark and to indemnify the Indemnified Parties with respect to such
payments, and Crestmark shall be entitled to charge and collect such payments
from Borrower's account. In addition, Borrower agrees that if any taxing
authority, at any time hereafter, including after the termination of this
Agreement, takes the position that stamp or other taxes are applicable to this
Agreement, or any renewals or extensions thereof, or Crestmark make such
determination, Crestmark will pay all such taxes, and any interest and penalties
or other liabilities in connection therewith, and will collect such amounts from
the Borrower. Crestmark expressly disclaims any obligation to Borrower with
respect to state, local or Federal income taxation and the preparation of income
tax reports or returns, except as agreed to between the parties herein. It is
agreed that Crestmark shall not in any way be considered a “responsible party”
in connection with the payment of any taxes on behalf of Borrower.

      


      Borrower
hereby indemnifies and holds Indemnified Parties harmless from any and all
liability, claims and damages, including fees of attorneys (including in-house
counsel for the Indemnified Parties) and other professionals and experts, costs
of suit and interest which any of the Indemnified Parties may incur as a result
of the failure of Borrower to pay any taxes due and payable to any taxing
authority. Borrower does further agree to immediately notify Crestmark of any
failure to pay federal, state or local taxes due in connection with any of its
business enterprises. Borrower further agrees to provide to Crestmark true and
accurate copies of any tax liens or warning notices received by Borrower in
connection with its business enterprises whether related to this Agreement or
not.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Borrower
hereby indemnifies and holds Indemnified Parties harmless from any and all
liability, claims and damages, including fees of attorneys (including in-house
counsel for Crestmark) and other professionals and experts, costs of suit and
interest which any Indemnified Party may incur as a result of Crestmark, or any
of its agents, including any Indemnified Parties, initiating ACH Transfers from
or to any deposit account maintained by the Borrower.

      


      Borrower
hereby releases, discharges and holds harmless Indemnified Parties from all
liabilities, actions, suits, causes of action, costs, expenses, fines,
penalties, claims, judgments and demands whatsoever which the Borrower or any
other person or entity had or may have now or in the future against one or more
of them under or arising out of this Agreement between Borrower and Crestmark,
or any acts or omissions in connection herewith; provided, however, that nothing
herein shall preclude the enforcement by Borrower and Crestmark of all rights
and benefits conferred in this Agreement.

      


      Borrower
does hereby warrant that there has been no mortgage or loan broker involved in
connection with the transaction contemplated by this Agreement, and Borrower
agrees to indemnify and hold harmless the Indemnified Parties from any and all
liability, claims and damages, including fees of attorneys (including in-house
counsel for Crestmark) and other professionals and experts, costs of suit and
interest which Crestmark may incur as a result of any claim of compensation
payable to any mortgage or loan broker in connection with the transaction
contemplated by this Agreement.

      


      Borrower
hereby indemnifies and holds Indemnified Parties harmless from any and all
liability, claims and damages, including fees of attorneys (including in-house
counsel for Crestmark) and other professionals and experts, costs of suit and
interest which Crestmark may incur as a result of the failure of Borrower to
comply with any environmental laws.

      


      The
indemnifications set forth herein shall survive the termination of this
Agreement.”

      


      h.   By
the addition of Section 26 to provide as follows:

      


      26.           TERM This Agreement shall
continue in full force and effect until demand, but if not sooner demanded then
for three (3) years from the date hereof (the “Term”), and shall be
automatically renewed for consecutive two (2) year terms unless terminated by
written notice of either party sixty (60) days prior to the end of the initial
Term or any renewal Term. In the event of termination by Borrower of this
Agreement or repayment in full of the Indebtedness prior to the expiration of
the Term or any renewal Term, Borrower shall pay to Crestmark, as an early
termination fee: (i) an amount equal to three percent (3%) of the Maximum
Facility if such repayment is during the initial year of the Term or renewal
Term; two percent (2%) of the Maximum Facility if such repayment is during the
second year of the Term or renewal Term; and one percent (1%) of the Maximum
Facility if such repayment is during the final year of the Term; plus, in any
event, any unpaid Loan Fees due under the remaining Term of the Agreement (the
“Early Termination Fee”) . In the event that payment of the Indebtedness shall
be accelerated for any reason whatsoever by Crestmark, the Early Termination Fee
in effect as of the date of such acceleration shall be paid and such Early
Termination Fee shall also be added to the outstanding balance of the
Indebtedness in determining the debt for the purposes of any judgment of
foreclosure of any loan documents given to secure the Indebtedness.

      


      After
termination Borrower shall continue to be liable to Crestmark for the full and
prompt performance and payment of the full amount of all Indebtedness to
Crestmark which for any reason remain, or otherwise are, then outstanding and
unpaid, whether disputed or undisputed. Crestmark will continue to have a
security interest in the Collateral of Borrower until any and all Indebtedness
are paid in full. When Crestmark has received payment and performance in full of
all Indebtedness and an acknowledgment from Borrower that it is no longer
entitled to request any advances from Crestmark under this Agreement, Crestmark
shall execute a termination of all security interests given by Borrower to
Crestmark, upon the execution and delivery of general releases by Borrower, any
guarantor or surety of Borrower's Indebtedness to Crestmark.”


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	 
      	
                GENERAL
      EMPLOYMENT ENTERPRISES, INC.

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Ronald E. Heineman

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Its:

              	
                CEO

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                TRIAD
      PERSONNEL SERVICES, INC.

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s / Ronald E. Heineman

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Its:

              	CEO	 
      
	 
      	 
      	 
      	 
      
	 
      	
                CRESTMARK
      BANK

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Gayle S. Finger

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Its:

              	
                First Vice President

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                /s/Ronald E. Heineman

              	 
      
	 
      	
                Ronald
      E. Heineman, individually

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                /s/ Stephen B. Pence

              	 
      
	 
      	
                Stephen
      B. Pence, individually