EXHIBIT
10.1


EXECUTION COPY




ACCOUNT
PURCHASE AGREEMENT




This
Account Purchase Agreement (this “Agreement”), dated as of May 1, 2010, is
entered into between Tri-State Employment Services, Inc. (“Tri-State”), and
Corporate Resource Development Inc. (“Customer”).  The Customer and
Tri-State agree as follows:




ARTICLE I


Purpose
of Agreement




1.01                Purpose of
Agreement.  The Customer desires to sell and assign to
Tri-State acceptable accounts receivable and Tri-State desires to purchase such
accounts on the terms and conditions set forth herein.  The purchase
of accounts hereunder shall be on a recourse basis, except as provided herein,
and shall be on a notification of assignment basis. The purpose of this
Agreement is commercial in nature and not for household, family and/or personal
use. Terms which are not defined herein shall have the meaning set forth in the
Uniform Commercial Code as adopted in the state of Colorado.  This
Agreement sets forth the terms and conditions on which Tri-State will consider
purchasing accounts receivable from the Customer.




ARTICLE II


Definitions




2.01                “Acceptable Account” means an
Account, in any amount acceptable to Tri-State, which conforms to the
representations, warranties and terms set forth herein, net of any credits or
allowances of any nature and is not an Unacceptable Account as defined
below.




2.02                “Account” means any right of
payment of the net amount for goods sold, or leased and delivered or services
rendered in the ordinary course of Customer’s business which is not evidenced by
an instrument or chattel paper.




2.03                “Account Debtor” means
Customer’s customer or any other person or entity owing money to the Customer
with respect to an Account.




2.04                “Advance” shall mean with
respect to a given Account an amount equal to ninety percent (90%) of the gross
face amount of such Account less stated trade discounts offered by the Customer
to the Account Debtor.  This percentage may be adjusted by Tri-State
at any time at Tri-State’s sole discretion.




2.05                “Client Services Account”
means any Account owed pursuant to a client services agreement excluding any
Accounts owed by governmental bodies or agencies.




2.06                “Collateral” means the
intangible or tangible property given as security to Tri-State by Customer for
any obligations and liabilities of Customer to Tri-State under this Agreement
and includes, without limitation, the property and assets described in Section
5.01 of this Agreement.









2.07                “Collected Reserve” means the
internal general ledger account which credits, debits and disbursements will be
made in accordance with this Agreement.  Provided there is no Event of
Default hereunder, or any event which with the passage of time or notice would
be an Event of Default, any available balance held in the Collected Reserve
shall be released to the Customer, or to any third party at Customer’s written
direction to Tri-State, semi-weekly.  Any fee, charge or other
obligation of the Customer under this Agreement may be charged against this
account in Tri-State’s sole discretion.  Upon the occurrence of an
Event of Default, or an event which with the passage of time or notice would
become an Event of Default, Tri-State may hold any balance in the Collected
Reserve as Collateral for any obligations of the Customer to Tri-State and
Tri-State may charge any such obligations against the Collected Reserve in its
sole discretion.




2.08                “Commercial Dispute”means any
dispute or claim in any respect (including, without limitation, any alleged
dispute as to price, invoice terms, quantity, quality or late delivery and
claims of release from liability, counterclaim or any alleged claim of
deduction, offset, or counterclaim or otherwise) arising out of or in connection
with an Account or any other transaction related thereto, which dispute relates
to an Account.




2.09                “Customer” means Corporate
Resource Development Inc.




2.10                “Event of Default” shall mean
the existence of a default pursuant to Article VII hereunder, a default
under any documents given to Tri-State in connection with this Agreement, or a
default under the Wells Fargo Agreement.




2.11                “Facility Fee” shall mean the
fee payable on closing of this Agreement, and on each renewal of this Agreement,
as set forth in Section 6.06 below.




2.12                “Facility Maximum” means
$45,000,000 less the aggregate outstanding amount of all accounts receivable
purchased by Wells Fargo from Tri-State and all affiliates of Tri-State, subject
to the availability of Acceptable Accounts and the exercise of Tri-State’s
discretion as provided herein.




2.13                “Governmental Account” means
any Account owed by a governmental body or agency.




2.14                “Insolvency Proceeding” shall
mean any proceeding under Title 11 of the United States Code or a proceeding in
which a receiver is appointed for substantially all assets in accordance with
applicable state law; provided, however, if the proceeding is terminated within
sixty (60) days of its initiation, such proceeding shall not be an Insolvency
Proceeding for purposes of this Agreement.




2.15                “Lien” shall mean any security
interest, mortgage, assignment (whether absolute or by way of security), tax
lien or other lien (statutory or otherwise) or any other encumbrance of any kind
or nature whatsoever.




2.16                “Minimum Fee”shall mean the
minimum fee paid as stated in Section 6.06 below.




2.17                “Net Purchase Price” for any
Account means an amount equal to the gross face amount of such Account less (i)
the Tri-State Discount and (ii) any other charges with respect to such Account
and less any amount of any trade discounts, credits or allowances, or any other
reductions or adjustments to such Account taken by the Account
Debtor.




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2.18                “Prime Rate”shall mean the
highest of the Prime Rate published by Wells Fargo Bank, N.A. as the
base rate on corporate loans.  In the event the Prime Rate as
published by Wells Fargo Bank,
N.A. ceases to exist or Wells Fargo Bank, N.A. ceases
publishing a Prime Rate, Tri-State will substitute a comparable index which is
outside the control of Tri-State.  In the event of an error by Wells Fargo Bank, N.A., the
“Prime Rate” will be based upon the Prime Rate as corrected.  Any
increase or decrease in the Prime Rate shall be effective as of the next
business day following such adjustment and such adjusted Prime Rate shall be the
applicable Prime Rate in determining the rate of interest payable
hereunder.




2.19                “Purchase Limit” shall mean
the limit Tri-State sets from time to time establishing the maximum gross face
amount of purchased Accounts which are approved to be outstanding at any given
time by a particular Account Debtor.




2.20                “Repurchase Price” for any
Account means the Advance less any amounts collected from the Account Debtor on
the Account plus the Tri-State Discount and all fees, costs or expenses
associated with the repurchase or collection of such Account.  In any
event where repurchase is required under this Agreement, Tri-State, at its
discretion, may charge the Repurchase Price to Customer’s Collected Reserve
which may create a deficit balance under Section 3.10 below.




2.21                “Rights” shall have the
meaning set forth in Section 3.14.




2.22                “Term” shall mean this
Agreement is in effect until March 31, 2011.  This Agreement shall
automatically continue for a renewal Term of twenty-four (24) months unless
sixty (60) days prior to the end of the current Term, the Customer notifies
Tri-State in writing that the Customer wishes to terminate this
Agreement.




2.23                “Tri-State Discount” shall be
equal to 0.00% of the face amount of each Account purchased by Tri-State
together with a fee which shall be equal to the lesser of the Advance on the
Account times (i) the sum of the Prime Rate, plus two and one half percent
(2.5%) per annum, or (ii) the lawful maximum, if any, in effect from time to
time for advances to borrowers of the type, in the amount, for the purposes and
otherwise of the kind herein contemplated.  Such fee shall be computed
on a daily basis from the date each Account is purchased until the date of
receipt of good funds paying each Account in full.  The fee shall be
calculated on the basis of a 360-day year for the actual number of days
elapsed.




(a)           If
any Event of Default exists, the Tri-State Discount may increase in an amount up
to fifty percent (50%) to be determined by Tri-State at its sole discretion (but
in no event shall such fee be more than the lawful maximum, if any, in effect
from time to time for advances of the type, in the amount, for the purposes and
otherwise of the kind herein contemplated).




(b)           Tri-State
may increase the Tri-State Discount if Tri-State’s cost of funds increases for
any reason.  Such change shall be effective upon the actual change in
Tri-State’s cost of funds.




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(c)           Tri-State
may, upon prior written notice to Customer, change the amount of any fee or
charge provided for herein at its sole discretion.




2.24                “Unacceptable Account” shall
mean an Account which is not acceptable in Tri-State’s sole discretion including
but not limited to the following:




(a)           Accounts
owed by any unit of government, whether foreign or domestic (provided, however,
that there shall be included in Acceptable Accounts that portion of Accounts
owed by such units of government for which the Customer has provided evidence
satisfactory to Tri-State that (i) Tri-State has a first priority perfected
security interest and (ii) such Accounts may be enforced by Tri-State directly
against such unit of government under all applicable laws);




(b)           Accounts
not payable in United States dollars;




(c)           Accounts
owed by an Account Debtor located outside the United States unless Tri-State
agrees to the contrary in writing;




(d)           Accounts
owed by an Account Debtor that is insolvent, the subject of an Insolvency
Proceeding or has ceased doing business;




(e)           Accounts
owed by an owner, shareholder, subsidiary, affiliate, officer or employee of the
Customer;




(f)           Accounts
which are not subject to a duly perfected security interest in Tri-State’s favor
or which are subject to any Lien in favor of any person or entity other than
Tri-State or Wells Fargo, including without limitation any payment or
performance bond;




(g)           Accounts
that have been restructured, extended, amended or modified;




(h)           Any
Account whose sale, transfer or assignment (whether absolutely or by way of
security) is limited or restricted by the terms of the contract evidencing or
relating to such Account (unless such limitation or restriction has been
complied with and Tri-State is satisfied in its sole discretion that the sale,
transfer or assignment of such Account hereunder is valid and
effective);




(i)           That
portion of Accounts that constitutes allowances, finance charges, service
charges or sales or excise taxes;




(j)           Accounts
that have been invoiced, paid or partially paid in advance of the full delivery
and acceptance of goods or the performance and acceptance of services or in
advance of the submission of the Account to Tri-State;




(k)           Accounts,
or portions thereof, that fail to conform to the representation and warranties
contained herein or are otherwise deemed unacceptable by Tri-State in its sole
discretion;




(l)           Accounts
which would cause the Purchase Limit for such Account Debtor to be
exceeded;




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(m)           Accounts
which would cause the total face amount of Accounts purchased hereunder to
exceed the Facility Maximum; and




(n)           Accounts
generated by the performance of permanent placement services.




2.25                “Wells Fargo” means Wells
Fargo Bank, N.A., successor-in-interest to Wells Fargo Business Credit,
Inc.




2.26                “Wells Fargo Agreement” means
that certain Account Purchase Agreement by and between Tri-State and Wells
Fargo, dated as of March 14, 2003, as the same may be amended or otherwise
modified from time to time.




ARTICLE III


Purchase
and Assignment of Accounts




3.01                Assignment of
Accounts:  Pursuant to the terms herein, Customer hereby sells,
transfers and assigns to Tri-State, its successors and assigns, as absolute
owner, and Tri-State hereby accepts from the Customer all of the Customer’s
right, title and interest in and to:




(a)           All
of the Customer’s Accounts together with all rights of action accrued or to
accrue thereon, including, without limitation, full power to collect, sue for,
compromise, assign, in whole or in part, or in any other manner enforce
collection thereof in Customer’s name or otherwise; and




(b)           All
right, title and interest of the Customer in and to the books and records
evidencing or relating to the Accounts, all deposits, or other security for the
obligation of any person or entity under or relating to the Accounts, all goods
relating to, or which by sale have resulted in, the Accounts, including goods
returned by any Account Debtor, debtor or obligor in any way obligated on or in
connection with the Account including, without limitation, the Account Debtor,
all rights of stoppage in transit, replevin, repossession and reclamation and
all other rights of action of an unpaid vendor or lienor; and




(c)           All
proceeds of the foregoing in any form.




3.02                Approval:  Tri-State
shall not purchase an Account unless such Account is first submitted to
Tri-State by Customer for approval.  Schedules of accounts offered for
sale may be submitted by electronic mail, regular mail or facsimile
transmission.  Tri-State is not obligated to buy any Account from
Customer that Tri-State does not deem acceptable in its sole discretion or that
Wells Fargo does not deem acceptable pursuant to the terms of the Wells Fargo
Agreement.




3.03                Required
Forms:  When Customer offers an Account to Tri-State for sale,
Tri-State shall receive (a) an assignment of Accounts, in a form
satisfactory to Tri-State and signed by an authorized representative of
Customer, (b) an original invoice or an electronic equivalent thereof,
either of which must be in a form acceptable to Tri-State in its sole
discretion, (c) a copy of the Bill of Lading if applicable, (d) proof
of delivery, (e) contract, purchase order, or purchase order number which
corresponds with such invoice(s), as appropriate to the business of Customer,
(f) notification of assignment and waiver of offset signed by the Account
Debtor in a form acceptable to Tri-State in its sole discretion and (g) any
other document which Tri-State may require.




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3.04                Purchase:  Upon
approval and acceptance by Tri-State of an Account for the assignment and sale
of an Account to Tri-State, Tri-State shall purchase and Customer shall assign
and sell to Tri-State such Account.




3.05                Purchase Price:  As
consideration for the assignment and sale of an Account to Tri-State, Tri-State
shall pay to the Customer the Net Purchase Price for such Account on the terms
and conditions as stated in Section 3.06 herein.




3.06                Payment of Purchase
Price:  If no Default exists hereunder, Tri-State shall pay for
each Account purchased hereunder the Net Purchase Price for such Account to
Customer as follows:




(a)           Upon
assignment or sale of an Account to Tri-State, and receipt of all documents and
forms described in Section 3.03 herein and upon fulfillment of all terms
precedent to such sale or assignment as more fully set forth herein, Tri-State
shall (i) pay to the Customer, or (ii) pay to any third party at Customer’s
written direction to Tri-State, or (iii) advance to the Collected Reserve, the
Advance with respect to such Account.




(b)           After
collection of an Account by Tri-State, Tri-State shall credit the Customer’s
Collected Reserve with the amount collected on the Account less:  (i)
the Advance, (ii) the Tri-State Discount, and (iii) any fees, expenses or
charges owed to Tri-State as more fully described herein.




(c)           In
the event Tri-State receives payment on an Account which has not been purchased
by Tri-State, such payment will be credited to the Customer’s Collected Reserve
and released in accordance with this Agreement.




3.07                Sole Property:  Once
Tri-State has purchased an Account, any and all payments from the Account Debtor
as to that Account are the sole property of Tri-State.  Tri-State and
Customer (a) acknowledge that Tri-State may sell, assign and transfer to Wells
Fargo, which may purchase, Tri-State’s undivided ownership interest in all of
Customer’s right, title and interest in Customer’s Accounts purchased hereunder
and the related rights set forth in Section 3.01 above, subject and pursuant to
the terms and conditions of the Wells Fargo Agreement and (b) agree to cooperate
and perform all such acts and enter into and deliver all such documents as Wells
Fargo may require, acting reasonably, in order to facilitate the consummation of
such subsequent sale, assignment and transfer.




3.08                Credit Risk:The
purchase of Accounts hereunder shall be purchased as full recourse to
Customer.




3.09                Book
Entry:  Customer shall, immediately upon sale of Accounts to
Tri-State, make proper entries on its books and records disclosing the absolute
sale of said Accounts to Tri-State, including the proper inclusion of the
language stated in Section 3.12 below, on said books and records and other
documents as so directed by Tri-State.




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3.10                Reporting and Statement of
Account:  On a weekly basis, or as otherwise determined by
Tri-State at its sole discretion, Tri-State shall prepare, and make available to
the Customer, an accounting of the purchases, collections, and amounts credited
to and/or charged against the Collected Reserve during that week or other
period.  Should such a statement of account indicate a deficit
balance, such balance shall be due and payable and the Customer shall
immediately pay to Tri-State the amount of such deficit plus accrued interest on
such deficit balance.  Interest shall accrue on any deficit balance at
the annual rate of eighteen percent (18%), calculated on a daily basis, not to
exceed the applicable legal limit, until such deficit is paid in
full.




3.11                Notification:  Prior
to purchasing any Accounts, Tri-State will notify all Account Debtors of the
assignment of Accounts and instruct the Account Debtor to make payments directly
to Wells Fargo.




3.12                Notation of
Assignment:  Customer shall make a notation on each original
invoice (or the electronic equivalent of an invoice) or other such documentation
accepted by Tri-State for each Account which indicates that the Account has been
assigned and/or sold to Wells Fargo.  The notation shall be as
follows:




This
invoice has been sold and assigned to


and is
payable to:





Wells
Fargo Business Credit


Dept.
1494


Denver,
Colorado 80291-1494


For
information call 303/964-7400





Wire
Instructions:





Wells
Fargo Bank, N.A.


San
Francisco, CA


ABA#
121000248


Beneficiary:
Wells Fargo Business Credit


Acct#
6355033300





In the
event any invoice (or the electronic equivalent of an invoice) is sent or
transmitted to any Account Debtor without the required notation, a fee equal to
two and one half percent (2.50%) of the face amount of such invoice shall be
assessed.




3.13                DBAs.  Each party
hereto acknowledges and agrees that Customer is doing business under various
names and that some Accounts may be in connection with the “doing business as”
or “DBA” name set forth on Schedule 1 attached hereto.




3.14                Relationship among Customer,
Tri-State and Wells Fargo.Customer and Tri-State acknowledge
that Customer is an affiliate of Tri-State and that Tri-State intends to offer
to sell, assign and transfer to Wells Fargo which will consider purchasing,
subject and pursuant to the terms and conditions of the Wells Fargo Agreement,
Tri-State’s undivided ownership interest in all of Customer’s right, title and
interest in, to or under all of Customer’s Accounts and the related rights set
forth in Section 3.01 above.  In contemplation of such subsequent
sale, assignment and transfer, Tri-State shall receive and hold in trust for the
benefit of Wells Fargo, all its title, interest, rights, remedies, recourses and
powers to, in or under this Agreement (collectively, the “Rights”), including
the Rights with respect to the Customer’s Accounts purchase hereunder and the
related rights set forth in Section 3.01 above, the Collateral and the proceeds
thereof and Tri-State covenants for the benefit of Wells Fargo, and Customer
acknowledges such covenants and agrees to give effect thereto insofar as its
actions are concerned, that it shall exercise (i) its Rights with respect to
Customer’s Accounts purchased hereunder and the related rights set forth in
Section 3.01 above, the Collateral and the proceeds thereof, (ii) its Rights to
waive or postpone the exercise of any right, remedy, recourse or power and (iii)
its Rights to determine whether or not to exercise any such right, remedy,
recourse or power, and, in each case, whether or not any of such Rights is
expressed to be discretionary, in such a manner so as to, at all times, comply
with, perform and discharge its agreements, covenants and obligations to Wells
Fargo pursuant to the Wells Fargo Agreement.  For avoidance of doubt,
Tri-State confirms, and Customer acknowledges and agrees, that Tri-State is not
the agent of Wells Fargo for the purposes of this Agreement and that Tri-State
is not entitled by Wells Fargo to bind or create any obligation or liability of
Wells Fargo hereunder.  Tri-State and Customer acknowledge and agree
that notwithstanding Wells Fargo being the beneficiary under Tri-State’s
declaration of trust under this Section 3.14, Wells Fargo shall neither assume
nor incur any obligation or liability hereunder.




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ARTICLE IV


Customer’s
Representations, Warranties and Covenants




4.01                Representations and
Warranties.  Customer hereby represents and warrants as
follows:




(a)           Customer
is properly licensed, qualified and authorized to operate its business under the
trade name(s) set forth on Schedule 1 attached hereto and Customer’s trade
name(s) have been properly filed and published as required by applicable
law.  Customer, and the persons executing this document, are duly
authorized to execute and deliver this Agreement and all other documents
required to be executed and delivered hereunder.The person executing this
Agreement for Customer executed it in New York.  Customer’s chief
executive office is at the location(s) set out under Customer’s name on the
signature pages to this Agreement.  All other places of business have
been disclosed on the application provided to Wells Fargo.




(b)           Customer
is solventand is not
subject to any Insolvency Proceeding.




(c)           Customer
has made and shall continue to make timely payment and remittance to applicable
governmental authorities of all taxes and other amounts required to be paid and
remitted by Customer pursuant to applicable law.




(d)           Customer
is, at the time of purchase of each Account by Tri-State, the lawful owner of
and has good and undisputed title to such Account.  Each Account, at
the time of purchase is free from any Liens, mortgages, restrictions or
encumbrances that have not been previously disclosed to
Tri-State.  Each Account offered for sale to Wells Fargo is an
Acceptable Account as defined in Section 2.01 herein.




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(e)           Each
Account Debtor’s business is solvent to the best of Customer’s information and
knowledge at the time of this Agreement and at the time each Account of such
Account Debtor is presented to Tri-State for purchase.




(f)           Each
Account offered for sale to Tri-State is an accurate and undisputed statement of
indebtedness owed by an Account Debtor to Customer for a certain sum which is
due and payable in thirty (30) days or less, or within such term as is agreed to
by Tri-State and Customer, is for a bona fide sale, delivery and acceptance of
merchandise or performance of services which have been received and finally
accepted by the Account Debtor.  Customer has all rights to transfer
or sell such Accounts to Tri-State and such Accounts are payable by an Account
Debtor without offset, deduction or counterclaim.




(g)           Customer
does not own, control or exercise dominion over, in any way whatsoever, the
Account Debtor or the business of any Account Debtor for whom Accounts are to be
sold by Customer to Tri-State.




(h)           All
financial records, statements, books or other documents shown to Tri-State by
Customer at anytime, either before or after the signing of this Agreement, are
true and accurate.




(i)           There
is no action, suit or proceeding at law or in equity or by or before any
governmental instrumentality or other agency now pending, or to the knowledge of
Customer, threatened against or affecting Customer, which if adversely
determined, would have a material adverse effect on the business, operations,
property, assets or condition, financial or otherwise, of Customer.




(j)           The
execution and performance by Customer of the terms and provisions of this
Agreement, and the execution and delivery of any other documents required to be
executed and delivered hereunder, have been duly authorized by all requisite
company action, and neither the execution nor the performance of this Agreement
or any other documents required to be delivered hereunder, will violate any
provision of law, any order of any court or other agency of government, the
governing documents of Customer, or any agreement or other instrument to which
Customer is a party, or by which Customer is bound, or be in conflict with,
result in breach of, or constitute (with due notice or lapse of time or both) a
default under, or result in the creation or imposition of any Lien upon any of
the property or assets of Customer, pursuant to any such agreement or
instrument, except as provided hereunder.  Customer agrees that it
will execute and perform all terms hereunder.




4.02                Negative
Covenants.  Customer agrees as follows:




(a)           Customer
will not under any circumstances or in any manner whatsoever, interfere with any
of Tri-State’s rights under this Agreement.




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(b)           For
the duration of this Agreement and for any period thereafter for as long as any
obligation to repurchase or indebtedness whatsoever remains owing by Customer to
Tri-State, Customer will not sell or assign Accounts to any party other than to
Tri-State.




(c)           Customer
shall not pledge, transfer or grant any additional consensual Lien in any
personal property or Accounts of Customer nor shall Customer consent to the
placement of any additional Lien by any other party on any Collateral for the
term of this Agreement and for as long as Customer may be required to repurchase
any Account or is indebted to Tri-State hereunder without the written consent of
Tri-State; provided that Customer may pledge, transfer or grant any additional
consensual Lien in any personal property or Accounts of Customer to Wells
Fargo.  Customer shall provide written notice to Tri-State immediately
upon obtaining any knowledge, from any source, of the assertion, filing,
recording or perfection by any means, of any non-consensual Lien against the
Collateral.




(d)           Customer
will not change or modify the terms of the original invoice or agreement with
the Account Debtor or the order of payment on Accounts sold to Tri-State without
prior consent in writing from Tri-State.




(e)           Customer
shall not be involved in a material dispute of any kind with an Account Debtor,
regardless of validity, during the term of this Agreement.




(f)           Customer
shall not breach any representations, warranties or covenants in this
Agreement.




(g)           Customer
shall not intentionally contribute to, or aggravate any credit problem of any
Account Debtor.




(h)           Customer
shall not alter any electronic or other instruction, code or password which
could result in payment from an Account Debtor being made to any person or
entity other than Tri-State at the address set forth in Section 3.12
above.




4.03                Affirmative
Covenants.  Customer agrees as follows:




(a)           With
respect to misdirected payments, whenever any payment on any Account comes into
Customer’s possession, Customer shall hold such payment in trust and
safekeeping, as the property of Tri-State or Wells Fargo if Wells Fargo has
purchased such Account under the Wells Fargo Agreement, and immediately turn
over such payment in the same form as it was received by Customer to Tri-State
or Wells Fargo if Wells Fargo has purchased such Account under the Wells Fargo
Agreement, in either case, at the address set forth in Section 3.12
above.  Customer shall pay a misdirected payment fee in the amount of
fifteen percent (15%) of the amount of any payment on account of an Account
purchased by Tri-State herein which has been received by Customer and not
delivered in kind to the address set forth in Section 3.12 above on the next
business day following the date of receipt by Customer.  Further,
Customer shall segregate and hold in trust and safekeeping, as the property of
Tri-State or Wells Fargo if Wells Fargo has purchased such Account under the
Wells Fargo Agreement, and immediately turn over to Tri-State or Wells Fargo if
Wells Fargo has purchased such Account under the Wells Fargo Agreement, any
goods or inventory returned to, reclaimed or repossessed by the Customer which
are covered by an Account purchased by Tri-State or Wells Fargo, as the case may
be.




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(b)           Customer
will maintain such insurance covering Customer’s business and/or the property of
the Account Debtors as is customary and adequate for businesses similar to the
business of Customer in an amount as is sufficient to compensate for reasonably
foreseeable loss, and promptly pay all premiums with respect to the policies
covering such insurance.  Further, the Customer shall have Tri-State
and Wells Fargo each named as loss payee for such insurance.




(c)           Customer
will immediately notify Tri-State of any material disputes between Account
Debtor and Customer or the return of any product by an Account Debtor to
Customer.




(d)           Customer
will notify Tri-State in writing prior to any change in the location of any of
its places of business, including the location of the Customer’s inventory or,
if Customer has or intends to acquire any additional place of
business.  Customer will not change its chief executive office or the
office or offices where Customer’s books and records concerning Accounts are
keptwithout prior
notice to Tri-State.  Customer will not remove any Collateral from the
jurisdictions in which the Collateral is located on the date of this Agreement
without the prior written consent of Tri-State.




(e)           Customer
will immediately notify Tri-State in writing prior to any proposed change of
Customer’s name, identity, legal entity, corporate structure, business
dissolution, use of any additional trade name, or any proposed change in any of
the officers identified in the Certificate of Incumbency provided to Tri-State,
or the principals, partners, shareholders and/or owners of Customer and Customer
will not effect any such change without Tri-State’s written
consent.




(f)           Customer
will immediately notify Tri-State in writing of the commencement of any material
legal proceeding or service of any legal document affecting the Customer
including, but not limited to, any complaints, judgments, Liens, attachments,
garnishments or any Insolvency Proceeding against Customer.Customer will
notify Tri-State in advance of the filing of any Insolvency Proceeding by
Customer.




(g)           At
least once per quarter, or once per month if Customer is in default, Customer
will furnish to Tri-State financial statements, including but not limited to a
statement of profit and loss and a balance sheet, satisfactory proof of payment
and compliance with all federal, state and local tax requirements and any other
information requested by Tri-State.




(h)           At
least once per month, Customer will furnish to Tri-State a detailed aging of all
accounts receivable and accounts payable of Customer.




(i)           Customer
shall immediately notify Tri-State of any material claim, loss or offset of any
kind against Customer or Tri-State asserted by an Account Debtor during the term
of this Agreement.




(j)           Upon
the occurrence of a Commercial Dispute with respect to an Account, Customer
shall immediately pay Tri-State the Repurchase Price for such
Account.




11




ARTICLE V


Security
Interest




5.01                Security
Interest/Collateral:  As further inducement for Tri-State to
enter into this Agreement, Customer grants to Tri-State, as collateral for the
repayment of any and all obligations and liabilities whatsoever of Customer to
Tri-State, a security interest, under the Uniform Commercial Code, in the
following described property, as defined under the Uniform Commercial
Code:  All of Customer’s accounts, general intangibles, contract
rights, investment property, deposit accounts, inventory, equipment, goods,
instruments, chattel paper, documents, insurance proceeds, letter-of-credit
rights and letters of credit and the Collected Reserve established hereunder and
all sums on deposit in the Collected Reserve; together with (a) all
substitutions and replacements for and products of such property; (b) in
the case of all goods, all accessions; (c) all accessories, attachments,
parts, equipment and repairs now or subsequently attached or affixed to or used
in connection with any goods; (d) all warehouse receipts, bills of lading
and other documents of title that cover such goods now or in the
future; (e) any money, or other assets of Customer that come into the
possession, custody, or control of Tri-State now or in the future; (f) all
proceeds of any of the above Collateral; (g) all books and records of
Customer, including without limitation all mail or e-mail addressed to Customer
and (h) all of the above Collateral, whether now owned or existing or
acquired now or in the future or in which Customer has rights now or in the
future.  Customer and Tri-State acknowledge and agree that, as a
result of the lien and security interest granted to Tri-State in, to or under
the Collateral, pursuant to this Section 5.01, such Collateral shall become
subject to the lien and security interest granted by Tri-State, as customer, to
Wells Fargo under Section 5.01 of the Wells Fargo Agreement.




5.02                Security
Documents:  Customer shall execute all and deliver to Tri-State
any and all documents and instruments as Tri-State may request from time to
time.  Customer authorizes Tri-State to file a UCC financing statement
with any appropriate authority reflecting its security interest and further
authorizes Tri-State to file other filings including amendments (other than
amendments adding collateral) as Tri-State deems appropriate.




ARTICLE VI


Operational
Provisions




6.01                Repurchase:  Upon
the occurrence of a Commercial Dispute, Customer shall repurchase the Account
subject to the Commercial Dispute immediately.  Regardless of whether
there is a Commercial Dispute, in the event that an Account is outstanding
ninety (90) days from the invoice date, Customer shall immediately repurchase
such Account.  In either event, if the Repurchase Price is not paid
immediately, Tri-State may (but is not required to) deduct the Repurchase Price
from funds available to Customer under ARTICLE III hereof.




6.02                Power of
Attorney:  In order to carry out this Agreement and avoid
unnecessary notification of Account Debtors, Customer irrevocably appoints
Tri-State, or any person or entity designated by Tri-State, as its special
attorney in fact, or agent, with power to:




(a)           strike
through Customer’s remittance information on all invoices delivered to Account
Debtors and note the remittance information set forth in Section 3.12 above on
all invoices.




12




(b)           receive,
open, read and thereafter forward to Customer as appropriate all mail addressed
to Customer (including any trade name of Customer) sent to Tri-State’s or Wells
Fargo’s address.Any
payments received shall be processed in accordance with this
Agreement.




(c)           endorse
the name of Customer or Customer’s trade name on any checks or other evidences
of payment that may come into the possession of Tri-State or Wells Fargo with
respect to any Account, and on any other documents relating to any of the
Accounts or to Collateral.




(d)           in
Customer’s name, or otherwise, demand, sue for, collect, and give releases for
any and all monies due to or become due on any Account.




(e)           compromise,
prosecute, or defend any action, claim or proceeding as to any
Account.




(f)           After
the occurrence and during the continuation of an Event of Default, offer a trade
discount to Customer’s Account Debtor exclusive of Customer’s normal business
custom with any Account Debtor.




(g)           initiate
electronic debit or credit entries through the ACH system to Customer’s account
or any other deposit account maintained by Customer wherever
located.




(h)           sign
Customer’s name on any notice of assignment, financing statement, amendment to
any financing statement and on any notices to Account Debtors.




(i)           do
any and all things necessary and proper to carry out the purposes intended by
this Agreement.




The
authority granted to Tri-State under this provision shall remain in full force
and effect until all assigned Accounts are paid in full and any indebtedness of
Customer to Tri-State is discharged.  The appointment of each of
Tri-State and its designees as Customer’s special attorney in fact and agent is
an appointment coupled with an interest with right of substitution.




6.03                Miscellaneous
Payments:  Should Tri-State receive a duplicate payment on an
Account or other payment which is not identified, Tri-State shall carry these
sums as open items in its accounting and shall return any duplicate payment to
the Account Debtor or apply such unidentified payment pursuant to the terms
hereof upon proper identification and documentation.  In the event
Tri-State receives payment on an Account which has not been purchased hereunder
and can be identified as being the property of the Customer, such payment will
be credited to the Customer’s Collected Reserve and released in accordance with
this Agreement.




6.04                Hold
Harmless:  Customer shall hold Tri-State and Wells Fargo
harmless against any Account Debtor ill-will arising from Tri-State’s or Wells
Fargo’s collecting or attempting to collect on any Account, provided that
Tri-State or Wells Fargo, as the case may be, acts in a commercially reasonable
manner.




6.05                Taxes:  Should any
excise, sale, use or other tax be imposed by any federal, state or local
authority requiring a deduction or withholding from the proceeds of sale of any
Account, or if the Account Debtor is authorized to withhold and deduct such tax
or levy, then the Customer shall immediately pay Tri-State the amount of the tax
or levy so withheld, and the Customer shall indemnify and hold Tri-State
harmless from any loss or expense on account of such tax.




13




6.06                Minimum and Facility
Fee:  Customer shall pay a Minimum Fee in the amount of $0
during the Term (and any renewals hereof) and Customer shall pay the difference
(if any) between the Minimum Fee and the Tri-State Discount paid that Term on
the fifteenth (15th) day of
the month following the end of the applicable Term.  Customer shall
pay a Facility Fee in the amount of $0 upon closing of this Agreement, and at
the anniversary date upon each renewal, in the amount of
$0.  Tri-State agrees that if Customer obtains financing from any
Wells Fargo & Co. entity and such financing is utilized for paying off all
obligations to Tri-State hereunder, including the repurchase of all Accounts,
and Customer ceases selling Accounts hereunder, Minimum Fees for the remainder
of the then current Term shall be waived from the date of the full pay off to
Tri-State or the date selling of Accounts ceases, whichever is
later.




6.07                Unpaid
Accounts:  Any Account which is unpaid for sixty (60) days or
more after the due date or ninety (90) days after the invoice date, whichever
occurs earlier, shall be deemed to be unpaid due to a Commercial
Dispute.




6.08                Reports:  Except as
provided by Section 3.10, and in the event Customer requests information
from Tri-State regarding Customer’s account hereunder, such requests shall be
subject to the schedule of fees provided by Tri-State which schedule may be
adjusted by Tri-State from time to time in its discretion.




6.09                Settlement of
Accounts:  Tri-State or Wells Fargo may settle any Commercial
Dispute with any Account Debtor.  Such settlement does not relieve
Customer of any obligation (including any repurchase obligation) under this
Agreement with respect to any Accounts.




6.10                Documents:  If
documents submitted by Customer to Tri-State for the purchase of any Account are
materially mistaken, fraudulent, materially incorrect or erroneous, or if the
Customer fails to submit any document required by Tri-State under this Agreement
for the purchase of any Account, then such Account shall be deemed to be an
Commercial Dispute and the Customer shall repurchase such Account and pay the
Repurchase Price as stated herein.




6.11                Information:  In the
event Tri-State or Wells Fargo provides financial information to Customer
regarding a third party, whether by setting a Purchase Limit, at the request of
Customer or otherwise, Customer understands that neither Tri-State nor Wells
Fargo is making any representations or warranties or expressing an opinion as to
the creditworthiness of any such third party.




ARTICLE VII


Default




7.01                Events of
Default:  Any one or more of the following shall be an Event of
Default hereunder:




(a)           Customer
shall fail to pay any indebtedness to Tri-State when due or repurchase any
Account when required hereunder.




14




(b)           Customer
shall breach any term, provision, promise, warranty, representation or covenant
under this Agreement, or under any other agreements or contracts between
Customer and Tri-State.




(c)           The
appointment of any receiver or trustee of all or a substantial portion of the
assets of Customer.




(d)           Customer
shall become insolvent or unable to pay debts as they mature, or Customer shall
voluntarily commence any Insolvency Proceeding affecting Customer.




(e)           Any
involuntary Insolvency Proceeding shall be filed against Customer and is not
dismissed within sixty (60) days.




(f)           Any
levies, attachment, executions, or similar process shall be issued against the
Collateral.




(g)           Any
financial statements, profit and loss statements, or schedules, other statements
or documents furnished by Customer to Tri-State are false or incorrect in any
material respect.




(h)           Any
documents submitted by Customer to Tri-State for the purchase of an Account are
fraudulent or erroneous, or if the Customer fails to submit any document
required by Tri-State under this Agreement for the purchase of that
Account.




(i)           Any
Account Debtor shall assert a claim or offset of any kind against Customer or
Tri-State during any time period covered by this Agreementwhich may have a material
adverse impact on payment of any Account.




(j)           Any
guarantor of Customer’s obligations hereunder is in default under the guaranty
or if any guarantor withdraws or revokes the guaranty as to future sales of
Accounts or otherwise.




(k)           Tri-State
shall have defaulted under the Wells Fargo Agreement.




ARTICLE VIII


Remedies




8.01                Remedies on
Default:  Upon the occurrence of an Event of Default, Tri-State
may do any one or more of the following:




(a)           Accelerate
and declare immediately due and payable, all indebtedness of Customer to
Tri-State, whether mature, contingent or otherwise, including without limitation
(i) outstanding purchased Accounts, (ii) any unpaid Minimum Fees and
(iii) all other fees, costs and expenses as required
hereunder.




(b)           Require
the Customer to repurchase any and all Accounts, whether disputed or undisputed,
and pay the Repurchase Price for those Accounts as provided herein, and, in the
event the Repurchase Price is not promptly paid, Wells Fargo may continue to
collect such Accounts and charge a reasonable fee in connection with such
collection activities in addition to any other fees or charges provided for
herein.




15




(c)           Cease
purchasing any Account under this Agreement.




(d)           Notify
any Account Debtor and take possession of Collateral and collect any Account
without judicial process.




(e)           Settle
any disputed Account directly with the Account Debtor without relieving Customer
of its obligations with respect to such Account under this
Agreement.




(f)           Require
Customer to assemble the Collateral and the records pertaining to Accounts and
make them available to Tri-State at a place designated by
Tri-State.




(g)           Enter
the premises of Customer and take possession of the Collateral and of the
records pertaining to the Accounts and any other Collateral.




(h)           Grant
extensions, compromise claims and settle any Account for less than face value,
all without prior notice to Customer.




(i)           Use,
in connection with any assembly or disposition of the Collateral, any trademark,
trade name, trade style, copyright, patent right or technical process used or
utilized by Customer.




(j)           Initiate
electronic credit or debit entries through the ACH system to and from Customer’s
deposit account maintained by Customer wherever located.




(k)           Hold
Customer liable for any deficiency for any amounts due and owing to
Tri-State.




(l)           Cease
making reports or accountings to the Customer as otherwise required by this
Agreement.




(m)           For
any reason apply for the ex parte appointment of a receiver of the Accounts, the
related rights set forth in Section 3.01 above and the Collateral (to which
appointment Customer hereby consents) without the necessity of posting a bond or
other form of security (which Customer hereby waives).




ARTICLE IX


Term
and Termination




9.01                Term:  This
Agreement shall continue in full force and effect until the earliest of
(a) the expiration of the Term, (b) any date agreed to in writing by
the parties hereto, (c) upon at least sixty (60) days written notice by
Customer; (d) any date set by Tri-State upon the occurrence of an Event of
Default or (e) upon termination of the Wells Fargo Agreement.  On the
date of termination, all obligations owing by the Customer to Tri-State,
including any unpaid Minimum Fees and Facility Fee as outlined in Section 6.06
herein, for the full current Term shall be accelerated and become immediately
due and payable in full without further notice or demand.




16




9.02                Repurchase of
Account:  Upon termination, Customer shall repurchase any and
all Accounts, whether disputed or undisputed, as may be requested by Tri-State,
and shall pay the Repurchase Price for those Accounts as provided herein as well
as any other indebtedness or obligations owed to Tri-State by
Customer.  Tri-State continues and shall continue to have a security
interest in the Collateral of Customer until all amounts owed to Tri-State by
Customer are paid in full or are satisfied.




9.03                Repayment of Account
Debtor:  In the event Tri-State is required to repay any
Account Debtor for a payment received by Tri-State on an Account, and
non-payment of that Account would have required repurchase by Customer under
this Agreement, the amount of the repayment by Tri-State shall be an obligation
of Customer to Tri-State notwithstanding the termination of this
Agreement.  In the event the Customer receives a payment from
Tri-State to which the Customer has no rights, repayment of the funds to
Tri-State is an obligation of the Customer to Tri-State whether or not this
Agreement has been terminated.  In either event, if the obligation is
not paid upon five (5) days notice of the obligation to pay from Tri-State to
Customer, Tri-State may file a financing statement in connection with the
security interest granted herein (if necessary) or otherwise perfect its
interest in the Collateral and exercise any and all rights it has under this
Agreement to collect the amounts due.




ARTICLE X


Miscellaneous
Provisions




10.01                Binding on Future
Parties:  This Agreement inures to the benefit of and is
binding upon the heirs, executors, administrators, successors and assigns of the
parties hereto except that the Customer shall not have the right to assign its
rights hereunder or any interest herein without Tri-State’s prior written
consent.  Each of Customer and Tri-State acknowledges that Wells Fargo
is a third party beneficiary of, and shall be entitled to rely on and avail
itself of, the provisions of this Agreement.




10.02                Cumulative
Rights:  No failure or delay by Tri-State in exercising any
right, power or remedy under this Agreement or documents given in connection
with this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy
under this Agreement.  The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.




10.03                Waiver:  Tri-State
may not waive its rights and remedies unless the waiver is in writing and signed
by Tri-State.  A waiver by Tri-State of a right or remedy under this
Agreement on one occasion is not a waiver of the right or remedy on any
subsequent occasion.




10.04                Choice of Law:  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Colorado.




17




10.05                Invalid
Provisions:  Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.




10.06                Entire
Agreement:  This instrument contains the entire Agreement
between the parties.  This Agreement, together with the documents
given in connection herewith, comprises the complete and integrated agreement of
the parties on the subject matter hereof and supersedes all prior agreements,
written or oral, on the subject matter hereof.




10.07                Amendment:  Except
as otherwise provided herein, any addendum or modification hereto must be signed
by both parties.




10.08                Effective:  This
Agreement becomes effective when it is accepted and executed by an authorized
officer of Tri-State.




10.09                Data
Transmission:  Tri-State assumes no responsibility for privacy
or security risks as a result of the method of data transmission selected by
Customer.  Tri-State only assumes responsibility for data transmitted
from Customer once the data is received within Tri-State’s internal
network.  Tri-State assumes no responsibility for privacy or security
data transmitted from Tri-State to Customer once the data is dispensed from
Tri-State’s internal network.




10.10                Information:  Without
limiting Tri-State’s right to share information regarding the Customer and its
affiliates with Tri-State’s agents, accountants, lawyers and other advisors,
Customer agrees that Tri-State and Wells Fargo & Co. and all direct and
indirect subsidiaries of Tri-State and Wells Fargo & Co. may, among
themselves, discuss or otherwise utilize any and all information they may have
in their possession regarding the Customer and its affiliates, and the Customer
waives any right of confidentiality it may have with respect to such exchange of
such information.




10.11                Indemnification:  Customer
agrees to indemnify and hold Tri-State harmless from any and all liability,
claims and damages, including attorneys’ fees, costs of suit and interest which
Tri-State may incur as a result of the failure of Customer to pay withholding
taxes due and payable to any taxing authority.




10.12                Notices
hereunder:  All notices and communications hereunder shall be
given or made to the parties at their respective addresses set forth below, or
at such other address as the addressee may hereafter specify for the purpose of
written notice to the other party hereto.  Such notices and
communications shall be effectively given by Tri-State when and if given in
writing and sent to the email address set forth below, delivered by facsimile or
duly deposited in the mails with first-class postage prepaid.




10.13                Costs and
Expenses:  Except as is prohibited by law, the
Customer agrees to pay on demand all costs and expenses, including (without
limitation) attorneys’ fees, incurred by Tri-State in connection with this
Agreement and any other related document or agreement, and the transactions
contemplated hereby, including without limitation all such costs, expenses and
fees incurred in connection with the negotiation, due diligence, preparation,
execution, amendment, administration, performance, collection and enforcement of
the obligations and all such documents and agreements and the creation,
perfection, protection, satisfaction, foreclosure or enforcement of any security
interest granted hereunder, the collection of any Account or any obligation owed
by Customer to Tri-State.




18




10.14                Audit:  The Customer
hereby agrees to pay Wells Fargo, on demand, audit fees in connection with any
audits or inspections conducted by Wells Fargo of any Collateral or the
Customer’s operations or business (Customer hereby consenting to the conduct of
such audits or inspections by Wells Fargo) at the rates established from time to
time by Wells Fargo as its audit fees, together with all actual out-of-pocket
costs and expenses incurred in conducting any such audit or
inspection.




10.15                Jurisdiction:  The
parties hereby (a) consent to the personal jurisdiction of the state and federal
courts located in the State of Colorado in connection with any controversy
related to this Agreement, (b) waive any argument that venue in any such
forum is not convenient, (c) agree that any litigation initiated by
Tri-State or the Customer in connection with this Agreement shall be venued in
either the State Courts of the City and County of Denver, Colorado or the United
States District Court, District of Colorado, and (d) agree that a final
judgment in any such suit, action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.




10.16                Waiver of Jury
Trial:  THE CUSTOMER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON
OR PERTAINING TO THIS AGREEMENT.




10.17                Tri-State
Representation:  The person executing this Agreement for
Tri-State executed it in New York.




[The
remainder of this page intentionally left blank.]




19




IN
WITNESS WHEREOF, the parties hereto have caused this Account Purchase Agreement
to be duly executed as of the date first above written.




Tri-State
      Employment Services, Inc.
                        160 Broadway 15th Floor
                        New York, NY 10038
                      
                      
                      Corporate
      Resource Development Inc.
                        160 Broadway 15th Floor
                        New York, NY 10038By:
                      /s/
      Jay Schecter
                      
                      By:
                      /s/
      Jay SchecterName
                      Jay
      Schecter
                      
                      Name:
                      Jay
      SchecterTitle
                      Senior Vice President
                      
                      Title:
                      Chief
      Executive Officer











SCHEDULE
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