Exhibit
10.3




AMENDED
AND RESTATED CONSULTING AGREEMENT




THIS
AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is made
and entered into this 14th day of December, 2010, by and between Corporate
Resource Development Inc., a Delaware corporation (“CRD”) and Eric
Goldstein (“Goldstein”).  Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Asset Purchase Agreement (as defined below).




WITNESSETH:




WHEREAS,
CRD entered into a Foreclosure and Asset Purchase Agreement, on March 24, 2010
(the “Asset Purchase
Agreement”), with Rosenthal & Rosenthal, Inc., Goldstein, GT Systems
Inc. (“GT”), certain of GT’s operating affiliates party thereto, and certain
other persons party thereto;




WHEREAS,
in connection with the entry into the Asset Purchase Agreement, Goldstein and
CRD entered into that certain Consulting Agreement (the “Consulting
Agreement”), dated March 24, 2010 (the “Effective Date”),
pursuant to which, Goldstein rendered consulting services to CRD;




WHEREAS,
on the date hereof, Integrated Consulting Group, Inc., an affiliate of CRD, and
Goldstein consummated certain transactions pursuant to the Foreclosure and Asset
Purchase Agreement as amended by Amendment No. 1 to the Foreclosure and Asset
Purchase Agreement, dated December 7, 2010 and as may be further amended or
supplemented from time to time  (the “New Asset
Agreement”), among Integrated Consulting Group, Inc., Goldstein, and
certain other persons party thereto, including Affiliates of
Goldstein;




WHEREAS,
in connection with the consummation of the transactions pursuant to the New
Asset Purchase Agreement, CRD and Goldstein have agreed to amend and restate the
Consulting Agreement;




NOW,
THEREFORE, in consideration of the terms and mutual undertakings herein
contained, CRD and Goldstein hereby agree that the Consulting Agreement shall be
amended and restated as follows to, among other things, state that Goldstein
shall have no obligation to provide any further consulting services to CRD
hereunder:




1.           Term; Termination for
Cause.  The term of this Agreement shall commence on the
Effective Date and end on April 5, 2013 (such period, the “Term”).  CRD
may end the Term at any time for Cause, effective upon delivery of prior written
notice to Goldstein.  For purposes of this Agreement, “Cause” shall
mean Goldstein’s (i) breach of his obligations set forth in Section 7 hereof,
(ii) conviction or pleading guilty or nolo contendere to any felony charge in
connection with any acts committed by Goldstein on or after the Effective
Date.




Upon the
expiration of the Term, (i) CRD will pay (or cause to be paid) all accrued but
unpaid Compensation (as defined below) set forth on Exhibit A hereto and
(ii) this Agreement will terminate except that Sections 3, 5, 6, 7 and 8 will
continue in full force and effect.


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2.           Compensation.  As
compensation under this Agreement, CRD will pay (or cause to be paid) to
Goldstein the compensation set forth on Exhibit A hereto (the “Compensation”).




3.           Confidentiality.  In
connection with consulting services rendered by Goldstein on behalf of CRD
between the Effective Date and the date hereof, Goldstein may have come into
possession of information regarding CRD and its parent, subsidiaries, partners,
manager, Affiliates and their respective representatives, agents, employees,
officers and directors (collectively, “Confidential
Information”).  During and after the Term, Goldstein agrees to
refrain from disclosing any Confidential Information to any person or entity,
except to the extent (i) required by law, regulation, subpoena or other legal
process or proceeding (and only after prior notice to CRD); (ii) required in
connection with performing the consulting services through the date hereof;
(iii) Confidential Information is or becomes generally available to the public
through no action or omission of Goldstein; or (iv) CRD has consented in writing
to such disclosure.  Upon the expiration of the Term or upon the
written request of CRD, Goldstein will return to CRD all Confidential
Information that has been provided to Goldstein.




4.           Independent Contractor
Status.  The relationship of Goldstein to CRD shall be that of
an independent contractor, and nothing contained in this Agreement shall create
or imply a partnership, joint venture, agency or employment relationship between
Goldstein and CRD.  Without CRD’s written consent, Goldstein is not
authorized to bind CRD or its parent or subsidiaries or to otherwise make any
representation, agreement or commitment on behalf of CRD.  CRD will
not withhold any federal, state or local payroll taxes or any state unemployment
or similar taxes in respect of the Compensation.  Goldstein will be
responsible for the payment of all applicable federal, state or local taxes
relating to the Compensation.




5.           Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing, shall be addressed as follows, and shall be deemed to have been
duly given on the date of delivery:




If
      to CRD:
            Corporate
      Resource Development, Inc.


160
      Broadway, 11th Floor


New
      York, New York 10038


Telephone:
      (212) 346-7960


Attention:
      Jay Schecter




with
      a copy to:
            Bryan
      Cave LLP


1290
      Avenue of the Americas


New
      York, NY 10104


Telephone:
      (212) 541-2275


Attention:
      Kenneth L. Henderson, Esq.




If
      to Goldstein:
            Todtman,
      Nachamie, Spizz & Johns, P.C.


425
      Park Avenue


New
      York, New York 10022


Telephone:
      (212) 754-9400


Attention:
      Alex Spizz, Esq.




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Either
party hereto may change its address for purposes of this Section 5 by giving the
other party hereto written notice of the new address in the manner set forth
above.




6.           Indemnity.  Except
to the extent caused by the negligence, fraud or intentional misconduct of
Goldstein or as a result of or in connection with a breach by Goldstein of this
Agreement, CRD will indemnify and hold Goldstein harmless against any and all
liability of Goldstein arising out of any third party claim, suit, action or
proceeding (each a “Claim” and
collectively, “Claims”) in which
Goldstein is made a defendant so far as such Claim is based upon, with respect
to, or in connection with, or arises out of, results from, or relates to
Goldstein’s relationship with CRD or Goldstein’s former performance of
consulting services on behalf of CRD through the date hereof, and shall pay all
costs, including reasonable attorneys’ fees and expenses, incurred by or on
behalf of Goldstein to defend such Claims.  Goldstein shall not settle
any matter that would give rise to indemnification obligations of CRD hereunder
without CRD’s prior written approval.  It is expressly agreed and
understood that the indemnification obligation set forth in this Section 6 shall
not apply to any Excluded Liabilities (as such term is defined in the Asset
Purchase Agreement) or to any liability of Goldstein arising or incurred prior
to the Closing Date, whether or not in connection with the
Business.




7.           Non-Competition;
Non-Solicitation.




(a)           Goldstein
hereby acknowledges that he is familiar with the Business and the trade secrets
and with other confidential information related to the
Business.  Goldstein acknowledges and agrees that CRD would be
irreparably damaged if Goldstein were to provide services to or otherwise
participate in the business of any Person competing with the Business in a
similar business and that any such competition by Goldstein would result in a
significant loss of goodwill by CRD.  Goldstein further acknowledges
and agrees that the covenants and agreements set forth in this Section 7 were
good and sufficient consideration for Goldstein and were a material inducement
to CRD to enter into this Agreement and to perform its obligations hereunder,
and that CRD would not obtain the benefit of the bargain set forth in this
Agreement as specifically negotiated by the parties hereto if Goldstein breached
the provisions of this Section 7.  Therefore, Goldstein agrees, in
further consideration of the arrangements hereunder and the goodwill of the
Business sold by him, that until the expiration of the Term (the “Restricted Period”),
Goldstein shall not (and shall cause his Affiliates not to) directly or
indirectly own any interest in, manage, control, participate in (whether as an
owner, officer, director, manager, employee, partner, agent, representative or
otherwise), consult with, render services for, or in any other manner engage
anywhere in New York, New Jersey, Pennsylvania, Connecticut, the District of
Columbia and Florida (the “Restricted
Territory”) in any business engaged directly or indirectly relating to
the Business or the business engaged in by CRD; provided that nothing herein
shall prohibit Goldstein or any of his Affiliates from being a passive owner of
not more than 2% of the outstanding stock of any class of a corporation which is
publicly traded so long as none of such Persons has any active participation in
the business of such corporation.  Goldstein acknowledges that the
Business and CRD’s business have been conducted or are presently proposed to be
conducted throughout the Restricted Territory and that the geographic
restrictions and time periods, as well as all other restrictions and covenants
contained in Section 7 are reasonable and necessary, and supported by good and
valuable consideration, to protect the goodwill of CRD’s business and the
Business being transferred by Obligors pursuant to the Asset Purchase
Agreement.


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(b)           Goldstein
agrees that he shall not (and shall cause his Affiliates not to) directly, or
indirectly through another Person during the Restricted Period, (i) induce or
attempt to induce any employee of the Business, or any of their Affiliates to
leave the employ of the Business, CRD or any of their Affiliates, or in any way
interfere with the relationship between the Business, CRD or any of their
Affiliates and any employee thereof, (ii) hire any person who was an employee of
the Business, CRD or any of their Affiliates at any time during the twelve-month
period immediately prior to the date on which such hiring would take place (it
being conclusively presumed by the parties so as to avoid any disputes under
this Section 7(b) that any such hiring within such twelve-month period is in
violation of clause (i) above), or (iii) call on, solicit or service any client,
customer, supplier, licensee, licensor or other business relation of CRD, the
Business, or any of their Affiliates (including any Person that was a client,
customer, supplier or other potential business relation of CRD, the Business, or
any of their Affiliates at any time during the twelve month period immediately
prior to such call, solicit or service), induce or attempt to induce such Person
to cease doing business with the Business, CRD or any of their Affiliates, or in
any way interfere with the relationship between any such customer, supplier,
licensee, licensor or business relation and the Business, CRD or any of their
Affiliates (including making any negative statements or communications about the
Business, CRD or any of their Affiliates).




(c)           If,
at the time of enforcement of the covenants contained in this Section 7 (the
“Restrictive
Covenants”), a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and
that the court shall be allowed and directed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by
law.  Goldstein has consulted with legal counsel regarding the
Restrictive Covenants and based on such consultation has determined and hereby
acknowledges that the Restrictive Covenants are reasonable in terms of duration,
scope and area restrictions and are necessary to protect the goodwill of the
Business, CRD’s business and the substantial investment in the Business made by
CRD under the Asset Purchase Agreement.




(d)           If
Goldstein or an Affiliate of Goldstein breaches, or threatens to commit a breach
of, any of the Restrictive Covenants, CRD shall have the following rights and
remedies, each of which rights and remedies shall be independent of the others
and severally enforceable, and each of which is in addition to, and not in lieu
of, any other rights and remedies available to CRD at law or in equity: (i) the
right and remedy to have the Restrictive Covenants specifically enforced by any
court of competent jurisdiction, it being agreed that any breach or threatened
breach of the Restrictive Covenants would cause irreparable injury to the
Business and CRD and that money damages would not provide an adequate remedy to
CRD and that a bond of no more than $250 is sufficient to any action by CRD for
temporary or injunctive relief; and (ii) the right and remedy to require
Goldstein to account for and pay over to CRD any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result of
any transactions constituting a breach of the Restrictive
Covenants.




(e)           In
the event of any breach or violation by Goldstein of any of the Restrictive
Covenants, the time period of such covenant shall be tolled until such breach or
violation is resolved.


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(f)           Nothing
contained in this Agreement shall prohibit Goldstein and any Affiliates of
Goldstein, from (i) collecting any receivables of Obligors arising from the
operation of the Business prior to the closing of the Asset Purchase Agreement,
(ii) winding down the business of Obligors (other than the Business sold
pursuant to the Asset Purchase Agreement), or (ii) actively participating or
engaging in the business of the Excluded Industries.




8.           Assignment of Intellectual
Property.




(a)           Goldstein
represents and warrants to CRD that he has promptly disclosed to CRD any
concept, idea, invention, discovery, improvement or material, whether subject to
intellectual property protection or not, in any and all forms whatsoever (“Creations”),
conceived or made by him, alone or with others at any time between the Effective
Date and the date hereof (the “Consulting
Period”).  Goldstein acknowledges that CRD owns any such
Creations, conceived or made by Goldstein alone or with others at any time
during the Consulting Period, and Goldstein hereby assigns and agrees to assign
to CRD all rights he has or may acquire therein and agrees to execute any and
all applications, assignments and other instruments relating thereto which CRD
deems necessary or desirable.  These obligations shall continue past
the Term with respect to Creations and derivatives of such Creations conceived
or made during the Consulting Period.  Goldstein understands that the
obligation to assign Creations to CRD shall not apply to any Creation which was
developed entirely on Goldstein’s own time without using any of CRD’s equipment,
supplies, facilities, and/or Confidential Information unless such Creation (a)
related in any way to the Business or to the current or anticipated research or
development of CRD or any of its Affiliates; or (b) results in any way from his
work at CRD.




(b)           Goldstein
will not assert any rights to any concept, material, invention, discovery, idea
or improvement, in any and all forms whatsoever, relating to the business of CRD
or any of its Affiliates or to his duties hereunder as having been made or
acquired by Goldstein prior to the Consulting Period.




(c)           Goldstein
agrees to cooperate fully with CRD, both during and after the Term, with respect
to the procurement, maintenance and enforcement of copyrights, patents,
trademarks and other intellectual property rights (both in the United States and
foreign countries) relating to such Creations which are owned by CRD
hereunder.  Goldstein shall sign all papers, including, without
limitation, copyright applications, patent applications, declarations,-oaths,
formal assignments, assignments of priority rights and powers of attorney, which
CRD may deem necessary or desirable in order to protect its rights and interests
in any Creations.  Goldstein further agrees that if CRD is unable,
after reasonable effort, to secure the necessary signature on any such papers,
any officer of CRD shall be entitled to execute such papers as its, his or her
agent and attorney-in-fact and Goldstein hereby irrevocably designates and
appoints each officer of CRD as its attorney-in-fact to execute any such papers
on its behalf and to take any and all actions as CRD may deem necessary or
desirable in order to protect its rights and interests in any Creations, under
the conditions described in this paragraph.


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9.           Miscellaneous.




(a)           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed entirely in that State, without regard to
conflicts of laws principles thereof to the extent that the general application
of the laws of another jurisdiction would be required thereby.  The
parties hereto hereby irrevocably submit to the jurisdiction of any state or
federal court sitting in the County of New York, State of New York, in any
action or proceeding arising out of or relating to this Agreement, and the
parties hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined exclusively in such state or federal
court.  The parties hereto hereby irrevocably waive, to the fullest
extent permitted by law, any objection which they or any of them may now or
hereafter have to the laying of the venue of any such action or proceeding
brought in any such court, and any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient
forum.




(b)           Severability.  The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.




(c)           Waivers
and Amendments.  This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument executed by each of the parties hereto or,
in the case of a waiver, by the party waiving compliance.  The failure
of any party hereto at any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to enforce such
provision.  No waiver by any party of the breach of any term or
covenant contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained herein.




(d)           Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.




(e)           Assignment.  Goldstein
may not assign this Agreement, or any right or obligation hereunder, without the
prior written consent of CRD.  Any such attempted assignment shall be
null and void.  Notwithstanding the foregoing, (i) this Agreement
shall inure to the benefit of Goldstein’s estate and heirs and (ii) Goldstein
may, without the prior written consent of CRD within 60 days of the Effective
Date, assign his right to the Compensation hereunder to an Affiliate of
Goldstein.  Upon receipt of written notice from Goldstein designating
the Affiliate to which such right to the Compensation has been assigned, CRD
shall thereafter pay the Compensation directly to such Affiliate of
Goldstein.


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(f)           Audit
Rights.  CRD shall deliver to Goldstein, not less than once per
calendar quarter, a detailed calculation of gross sales applicable to the
preceding quarter.  Upon delivery of the calculation of gross sales to
Goldstein, CRD shall provide Goldstein and his representatives, at Goldstein’s
sole expense and not more often than once per calendar quarter, with reasonable
access to the books, records and financial information relating to the Business
and the Purchased Assets, to the extent reasonably necessary for Goldstein’s
evaluation of the gross sales.  Goldstein may dispute the calculation
of gross sales by notifying CRD of such disagreement in writing, setting forth
in reasonable detail the particulars of such disagreement (including supporting
calculations), within thirty (30) calendar days after Goldstein’s receipt of the
determination of gross sales.  In the event that Goldstein does not
provide such a notice of disagreement within such thirty (30) calendar day
period, Goldstein shall be deemed to have accepted the calculation of gross
sales delivered by CRD, which shall then be final, binding and conclusive for
all purposes hereunder.  In the event any such notice of disagreement
is provided within such thirty (30) calendar day period, CRD and Goldstein shall
use their commercially reasonable efforts for a period of thirty (30) calendar
days to resolve any disagreements with respect to the calculation of gross
sales.  If the parties are unable to resolve such disagreements and if
the items that remain in dispute at the end of such thirty (30) calendar day
period (the “Unresolved Items”)
(x) total less than $10,000, then the Unresolved Items shall be deemed to have
been resolved by CRD and Goldstein by splitting equally the amount of such
Unresolved Items, and the calculation of gross sales shall be finally modified
so as to reflect such resolution of the Unresolved Items; or (y) total at least
$10,000, then, within thirty (30) calendar days thereafter, either CRD or
Goldstein may submit the dispute to binding arbitration before the American
Arbitration Association in New York, New York, and a final and conclusive
determination of gross sales shall be made by a single
arbitrator.  All costs or expenses incurred by either CRD or Goldstein
(including attorneys’ fees) in connection with such arbitration shall be the
sole responsibility of the party incurring such costs or expenses.




(g)           Death and Disability
Benefits.  If Goldstein dies during the Term, all Compensation
to which Goldstein is entitled shall be paid, during the remainder of the Term,
in accordance with the terms of this Agreement (including the timing of such
payments included herein), to such Affiliate of Goldstein as shall have been
theretofore designated by Goldstein pursuant to Section 9(e) hereof, or, in the
absence of any such designation, to Goldstein’s estate or a beneficiary
designated by Goldstein.  If Goldstein becomes disabled during the
Term, all Compensation to which Goldstein is entitled shall be paid, during the
remainder of the Term, in accordance with the terms of this Agreement (including
the timing of such payments included herein), to such Affiliate of Goldstein as
shall have been theretofore designated by Goldstein pursuant to Section 9(e)
hereof, or, in the absence of any such designation, to
Goldstein.  Notwithstanding anything to the contrary herein or in any
Exhibit hereto, and for the avoidance of any doubt, Goldstein’s death or
disability shall not be a defense to the payment of any and all Compensation
hereunder.




(h)           Counterparts.  This
Contract may be executed in duplicate counterparts, each of which shall be
deemed an original hereof.


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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
on the date first above written.




CORPORATE
      RESOURCEDEVELOPMENT
      INC.By:
                /s/  Jay H.
    SchecterName:     Jay
      H. SchecterTitle:       Chief
      Executive Officer/s/  Eric
    GoldsteinEric
      Goldstein




Tri-State
Employment Services, Inc. (“Tri-State”) hereby unconditionally guarantees to
Goldstein (or its assignee) the due and punctual payment of all compensation
payable by CRD to Goldstein (or its assignee) hereunder.  The
foregoing guaranty of Tri-State is a guaranty of payment and not a guaranty of
collection.




TRI-STATE
      EMPLOYMENT SERVICES, INC.By:
                /s/  Jay H.
    SchecterName:     Jay
      H. SchecterTitle:       Senior
      Vice President





[Signature
Page to Amended and Restated Consulting Agreement





EXHIBIT
A




COMPENSATION.  In
consideration of the entry into this Agreement, CRD will pay (or cause to be
paid) to Goldstein the following Compensation during the Term:




1.
            Annual
      base compensation: $200,000, paid in accordance with CRD’s payroll
      practices, but not less frequently than twice per
  month.




2.
            Periodic
      sales-based compensation: CRD shall pay to Goldstein, not less frequently
      than twice per month, 0.4% of the gross sales applicable to each pay
      period.




3.
            Annual
      sales-based compensation: With respect to each twelve-month period during
      the Term (the first such period beginning on the Effective Date), CRD
      shall pay to Goldstein 0.6% of the portion, if any, of the gross sales
      that exceeds $80,000,000 in such twelve-month period.  Payment
      of such amount shall be made within thirty (30) days from the end of the
      applicable twelve-month period and based upon CRD’s preliminary financial
      information available at such time (such payment, the “Preliminary
      Payment”), provided, however, that upon completion of the preparation of
      CRD’s audited annual financial statements, any difference between the
      Preliminary Payment and the amount due in accordance with such audited
      financial statements (the “Final Annual Amount”) shall be paid (a) by CRD
      to Goldstein, in the event the Preliminary Payment is less than the Final
      Annual Amount, or (b) by Goldstein to CRD, in the event the Preliminary
      Payment is greater than the Final Annual
Amount.




4.
            Notwithstanding
      anything to the contrary herein, the parties agree that Goldstein is not
      required to provide any consulting services hereunder, and that he shall
      be entitled to his full Compensation hereunder solely by virtue of his
      confidentiality, non-competition and other obligations
    herein.