Exhibit 10.1
  CLIENT
SERVICE AGREEMENT
 
 This
Client Service Agreement is entered into by and between the Parties
Noted  below:
 
 TSE-PEO
                CLIENT:
                Accountabilities
      Inc.160
      Broadway, Suite 1200New
      York, N.Y. 10038
                
                128
      East Katelle Ave Suite 3 26Telephone:
      212-519-0160Payroll
      Dept: 212-791-2275
                
                Orange,
      CA 92857Tel:Fax:
 
 1)
              The
      Parties agree to be bound by the attached Terms and Conditions, The
      attached Terms and Conditions are an integral part of this Client Service
      Agreement.
 
 2)
              The
      Effective Date of the Client Service Agreement is: January 9,
      2006
 
 3)
              The
      Initial Term of this agreement shall be for one (1)
  year.
 
 4)
              Client’s
      payment (See Schedule B)
 
 5)
              Client
      shall pay an initial set up charge of $0.00per
      employee.
 
 6)
              Client
      shall pay a sign up fee for all assigned employees added after initial
      sign up of $0.00per
employee.
 
 7)
              The
      persons signing below have actual authority to enter into this Agreement
      on behalf of the indicated party.
 
 8)
              TSE-PEO
      may after or amend the Terms and Conditions on giving Client thirty (30)
      days written notice.
 
 9)
              This
      Agreement requires the submission of all disputes to binding
      arbitration.  This agreement requires Client to indemnify
      TSE-PEO in certain instances.
 
 10)
              Both
      parties must sign this Agreement for it to be binding as prescribed by
      law.
  CLIENT:
      Accountabilities Inc.TSE-PEOBy:
                                    /s/
      Allan HartleyBy:
                                    /s/
      John P. Messina SR
                                    
                                    
                                    (Signature)(Authorized
      Officer)
                                    
                                    
                                    ALLAN
      HARTLEY(Print
      Name)John
      P. Messina SR(Print
      Name)
                                    
                                    Title:
                                    PRESIDENTTitle:
                                    E.V.PDate Signed:
                                    
                                    11/26/07Date Signed:
                                    
                                    8/1/06Initial Here:
  [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
 
  TERMS AND
CONDITIONS
  1.)
                Agreement
      & Services
 a)
                These
      Terms and Conditions apply to and govern the Client Service Agreement
      entered into between Accountabilities and TSE-PEO ("Tri-State"). This
      Agreement between Accountabilities and TSE-PEO shall be effective as of
      the date specified in the Client Service Agreement executed by
      Accountabilities and TSE-PEO.
 b)
                Any
      reference to "this Agreement" includes the terms of the Client Service
      Agreement executed by the parties, as well as these Terms and
      Conditions. The Client Service Agreement is an integral part of these
      Terms & Conditions.
 2.)
              Definition of
      Services
 TSE-PEO
and Accountabilities agree to jointly employ certain employees ("Assigned
Employees"). Accountabilities and TSE-PEO agree to undertake employer
responsibilities as allocated by this Agreement. TSE-PEO agrees to provide
Accountabilities with related services identified in this Agreement. TSE-PEO
may, but is not required to, provide additional consulting services to
Accountabilities. Such services will be provided only if the parties agree
separately in writing.
  3.
              Term
 This
Agreement shall remain in force for the Initial Term specified in the Client
Service Agreement. Following the Initial Term, this Agreement shall
automatically renew for successive one-year terms. Following the Initial Term,
either party may terminate this Agreement at any time for any reason by giving
thirty (30) days written notice to the other party. Either parry may terminate
this Agreement immediately on giving written notice to the other upon any
material breach by the other party.
  4.
              Assigned
      Employees
 a)
              The
      initial group of Assigned Employees is detailed on the attached Schedule
      A. By separate written agreement and with the specific consent of TSE-PEO,
      the parties may add additional Assigned Employees, reassign or remove
      Assigned Employees, or modify positions, benefits and pay rates for
      Assigned Employees. TSE-PEO does not guarantee or represent that it will
      be able to fill all employee needs of
  Accountabilities.
 b)
              Accountabilities
      shall not request the removal; discipline or other treatment of an
      Assigned Employee based on any grounds, which are unlawful under local,
      state or federal law. In dealing with the Assigned Employees,
      Accountabilities shall fully comply with all local, state or federal law
      relating to equal employment opportunity and nondiscrimination in
      employment. TSE-PEO shall not be responsible for any action taken by
      Accountabilities with respect to the Assigned Employees, unless
      Accountabilities secures prior written authorization from TSE-PEO’s
      corporate office for such action.
 c)
              Accountabilities
      shall, on TSE-PEO’s request: make available same or fully equivalent
      employment opportunities to any Assigned Employee eligible for
      reinstatement following leave under the Family & Medical Leave Act or
      any comparable law; provide reasonable accommodation under the ADA or any
      comparable law. Accountabilities shall bear the sole cost of providing
      leave, job reinstatement or a reasonable
  accommodation.
 d)
              Accountabilities
      shall give TSE-PEO not less than seventy-(70) days advance written notice
      of- (a) any temporary or permanent shutdown of any facility, site of
      employment or employment unit; or (b) any reduction in force resulting in
      the layoff of one-third or more of the persons (counting Accountabilities
      employees, Assigned Employees or both) working at any single facility,
      site of employment or employment unit of
  Accountabilities.
 e)
              Accountabilities
      shall comply with all provisions of this Article 4 without regard to
      whether Accountabilities or the Assigned Employees would be subject to the
      indicated laws in the absence of this
Agreement.
  Accountabilities
      Inc.
                            Initial Here:
  [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
 1
  5.)
              Payroll
 During
the term of this Agreement, TSE-PEO shall be responsible for payment of wages or
other compensation to the Assigned Employees while assigned to
Accountabilities.
  6.)
              Worker’sCompensation
 TSE-PEO
shall maintain a policy of workers’ compensation insurance intended to cover the
Assigned Employees. Such insurance shall meet the minimum requirements
applicable in the State in which the Assigned Employees will be working, as well
as a minimum of $1MM per occurrence of Employer’s Liability
Coverage.
  a)
              TSE-PEO
      shall, at Accountabilities request, provide evidence of the existence of
      such coverage (i.e., Certificate of Insurance), within 24 hours under most
      circumstances. In addition, should Accountabilities require an endorsement
      to the policy to comply with the stipulations of a contract agreement,
      TSE-PEO will endeavor to obtain this endorsement in a timely
      manner.
  b)
              TSE-PEO
      is responsible for the processing of all workers’ compensation claims
      submitted by Accountabilities personnel, including prompt payment of
      medical bills, drug testing invoices and any other job-related injury or
      illness invoices, as well as authorization for physical thereapy and other
      physician-requested procuedures or
programs.
  c)
              TSE-PEO
      will, upon receipt of payroll and other documentation from
      Accountabilities, promptly arrange to extend workers’ compensation
      insurance coverage to any State not currently listed on the policy in
      which Accountabilities intends to provide staffing or conduct business;
      with the exception of monopolistic
states.
  d)
              Upon
      request of Accountabilities, TSE-PEO will provide current workers’
      compensation loss runs, detailing but not limited to, incurred losses and
      open/closed claims. In addition, when feasible, but at least annually,
      TSE-PEO will coordinate a claims review meeting with Accountabilities, and
      if possible, WAUSAU Insurance
Company.
  e)
              Upon
      request of Accountabilities, TSE-PEO will attempt to provide workers’
      compensation coding and rates within 24
hours.
  7.)
              Employee
      Notification
 On the
termination of this Agreement by any party for any reason: (a) TSE-PEO shall
have the right to notify the Assigned Employees that their employment
relationship with TSE-PEO has been terminated; and (b) Accountabilities shall
immediately notify their Branch Management that this Agreement has been
terminated and that the employment Agreement between Accountabilities and
TSE-PEO has been terminated
  8.)
              Supervisionof Assigned
      Employee
 a)
              TSE-PEO
      shall not make, and the on-site supervisors are not authorized to make on
      behalf of TSE-PEO, any business related decisions on behalf of
      Accountabilities. All business decisions are the sole responsibility of
      Accountabilities. Any action taken by an on-site supervisor or by an
      Assigned Employee that is not taken at the express direction and
      authorization of TSE-PEO’s corporate office shall be the sole
      responsibility of Accountabilities.
 b)
              Accountabilities
      retains the exclusive right to direct and control the production of all
      goods or products and the performance of all services produced by
      Accountabilities business. Accountabilities is solely responsible for the
      quality, adequacy and safety of all goods produced or services performed
      by the Assigned Employees on Accountabilities
  behalf.
 c)
              Accountabilities
      shall provide all facilities, equipment, training and any other items that
      may be needed by the Assigned Employees in the performance of work on
      behalf of Accountabilities.
 Accountabilities
      Inc.
                Initial Here:
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
  2
  9.)
              Insurance
 a)
                Accountabilities
      shall maintain commercial general liability insurance coverage, including
      without limitation, products and completed operations coverage,
      independent contractors protective coverage, contractual liability
      coverage for this agreement, and broad form property damage, and including
      coverage for explosion, collapse, and underground property damage hazards
      applicable to all of Accountabilities operations and job sites. Such
      insurance shall provide limits not less than one million dollars
      ($1,000,000.00) per occurrence for injury, including contractual liability
      and advertising injury and two million dollars ($2,000,000.00) general
      aggregate for bodily injury, including death resulting there from,
      personal injury and property damage. Such policy shall provide coverage
      for the acts or omissions of the Assigned
  Employees.
  10.)
              EmployeeHours
 Accountabilities
shall maintain, and shall provide to TSE-PEO at the end of each pay period,
accurate records of actual time worked by each Assigned Employee.
Accountabilities assumes full and unconditional responsibility for the accuracy
and completeness of the payroll records submitted to TSE-PEO. Accountabilities
warrants that all time cards or other payroll records submitted to TSE-PEO shall
be complete and accurate. Accountabilities shall not direct, request or permit
the Assigned Employees to work any unreported hours.
  11.)
              Licenses
 Accountabilities
bears sole responsibility to ensure compliance with any law or regulation
requiring an Assigned Employee to hold a license, to work only under the
supervision of a licensed person, or to work only in the employment of an entity
holding a license. Accountabilities shall be solely responsible for verifying
that Assigned Employees have any necessary licenses or permits, and for
providing any required licensed supervision.
  12.)
              Independent
      Contractors, Direct Employees of
Client
 a)
              If
      Accountabilities utilizes any independent contractors during the term of
      this Agreement, Accountabilities shall require each such independent
      contractor to maintain workers’ compensation insurance and general
      liability insurance. Accountabilities shall require such independent
      contractor to provide evidence of
insurance.
 b)
              If
      Accountabilities employs persons other than Assigned Employees,
      Accountabilities shall be solely responsible for such employees and shall
      give written notice to such employees that they are not employees of
      TSE-PEO. Accountabilities shall provide TSE-PEO with a copy of such
      written notices.
  13.)
              Client
      Representations.
 Accountabilities
warrants that all representations made to TSE-PEO in connection with securing
TSE-PEO’s proposal for service are true and correct to the best of their
knowledge. Accountabilities warrants and represents that it will comply with all
local, state and federal laws related to the rights of employees, including laws
relating to employment discrimination, workplace safety and wage and hour laws.
Accountabilities shall immediately notify TSE-PEO of any investigation, charge,
fine, proceeding or other action by any local, state or federal agency that
affects or relates to the Assigned Employees.
  14.)
              Indemnification
 a)
                TSE-PEO
      indemnifies and holds harmless Accountabilities from and against any and
      all losses, liabilities, claims, suits, demands, damages, injuries, costs,
      and expenses arising solely out of the negligent or willful failure of any
      TSE-PEO employee (employed by TSE-PEO at its corporate office) to comply
      with applicable worker’s compensation, payroll tax or withholding tax
      laws, rules, and regulations. This indemnity expressly excludes and does
      not cover claims based on, related to or arising out of any acts,
      omissions or conduct of any Assigned
Employee.
  Accountabilities
agrees to indemnify, defend and hold harmless TSE-PEO, its affiliates and
subsidiaries, their shareholders, employees, officers, directors, agents, and
representatives, from and against all claims, demands, causes of action, suits,
liabilities and expenses (including court costs and attorneys fees) of every
kind or character. TSE-PEO shall have the right to select the attorneys by which
it will be defended. All indemnity obligations and liabilities assumed by
Accountabilities under this Agreement are without monetary limit and without
regard to the cause or causes thereof or the negligence of any party or parties,
whether the negligence is sole, joint, comparative, concurrent, active or
passive, ordinary or gross.
  Accountabilities
      Inc.
                Initial Here:
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
 3
  15.)
              Fees.
 a)
                TSE-PEO
      will provide Accountabilities with a detailed invoice for all compensation
      paid to or on behalf of Assigned Employees ("gross wages") at pay rates as
      listed on the attached Schedule A or as may be mutually agreed upon from
      time to time by TSE-PEO and Accountabilities. Gross wages shall include
      all agreed on wages and compensation for the Assigned Employees, including
      overtime, vacation, sick leave and holiday
pay.
 b)
                Accountabilities
      shall pay a service fee expressed as a percentage applied to the sum total
      of the Gross Wages defined above. The initial service fee is set forth on
      Schedule A. The applicable service fee is applied to the gross wages of
      each Assigned Employee. Out of the service fees paid by Accountabilities,
      TSE-PEO shall pay from its own account all payroll taxes attributable to
      the Assigned Employees.
  16.)
              General
      Terms.
 a)
              This
      Agreement (including the Client Service Agreement, these Terms and
      Conditions, and any attached or related schedules) is the entire agreement
      and supersedes any previous agreement, understanding or representations
      between Accountabilities and TSE-PEO with respect to the subject matter.
      This Agreement may not be modified in any way except by a single written
      agreement signed by both parties.
 b)
              The
      provisions of this Agreement shall be binding upon the parties and their
      respective agents, employees, directors, officers, shareholders, heirs,
      executors, administrators, legal representatives, successors and assigns.
      There are no intended third party beneficiaries of this Agreement.
      Assigned Employees are not third party beneficiaries of this Agreement and
      shall have no right to enforce this
Agreement.
 c)
              In
      the event that this Agreement, or any portion thereof, is held to be
      invalid, illegal or unenforceable, the validity, legality or
      enforceability of the remainder of this Agreement shall not in any way be
      affected or impaired thereby.
 d)
              The
      headings in this Agreement are intended for convenience or reference and
      shall not affect its
interpretation.
 e)
              The
      failure of either party to insist upon strict performance of any of the
      provisions of this Agreement shall in no way constitute a waiver of any of
      its rights as set forth herein, at law or equity, or a waiver by either
      party of any other provision or subsequent default by the other in the
      performance of or compliance with any of the terms and conditions set
      forth herein.
 f)
              This
      Agreement shall not be transferred or assigned without the written consent
      of both parties, except that TSE-PEO may transfer this Agreement to a
      TSE-PEO affiliate or subsidiary with prior written notice to
      Accountabilities.
 g)
              If
      legal actions or other proceedings, including arbitration proceedings, are
      brought for the enforcement of this Agreement or because of an alleged
      breach, default or misrepresentation in connection with the provisions
      hereof, the prevailing party shall be entitled to recover its reasonable
      and necessary attorney’s fees and other costs incurred in such action or
      proceeding from the unsuccessful party, in addition to any other relief to
      which it may be entitled.
 h)
                  Accountabilities
      warrants that it is presently not in bankruptcy and neither has any
      intention of filing forbankruptcy
      protection nor any reason to believe that it will need to seek bankruptcy
      protection. This agreementshall
      be interpreted so as to comply with all applicable laws and shall be
      amended, if necessary as required by anysuch
      governmental agency or bankruptcy
court.
  17.)
              Governing Law;Notices;
      Limitations; Waiver of
      Jury
 a)
              This
      Agreement shall be binding, governed by, and construed and enforced under
      the Federal Arbitration Act and the laws of N.Y. and of the
      United States, excluding those laws of N.Y. related to
      conflict of laws.
 b)
              To
      be effective, any notice given under this Agreement must be in writing and
      shall be effective when received. Notice shall be given to the address
      given in this Agreement.
  18.)
              Arbitration
 a)
              All
      disputes arising between TSE-PEO and Accountabilities, or their respective
      agents, employees, directors, officers, shareholders, heirs, executors,
      administrators, legal representatives, successors and assigns, shall be
      resolved exclusively through final and binding arbitration pursuant to the
      Federal Arbitration Act and administered by the American Arbitration
      Association under its Commercial Arbitration Rules. A demand for
      arbitration shall be filed with the American Arbitration Association
      within the applicable statute of limitations. A copy of the demand for
      arbitration shall be simultaneously served on the respondent. 
      Judgment on the award may be entered in any court with jurisdiction. The
      arbitrator shall be bound by the substantive law of the State of N.Y and of the
      United States, other than conflicts of law rules, which shall not
      apply.
 b)
              The
      parties waive trial by jury in any action, claim, and counter claim or
      proceeding.
  Accountabilities
      Inc.
                Initial Here:
  [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
  4
  TSE-PEO
                            
                            ACCOUNTABILITIESBy:
                            /s/ John
      P. Messina
                            
                            By:
                            /s/ Allan Hartley(Signature)
                            
                            
                            (Signature)John P. Messina
                            
                            
                            ALLAN
      HARTLEY(Printed
      Name)
                            
                            
                            (Printed
      Name)Title:
                            E.V.P
                            
                            Title:
                            PRESIDENTDate:
                            8/1//06
                            
                            Date:
                            7.14.06
  [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
 5
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
 
 ACCOUNTABILITIES
                  
                  SCHEDULE
      BWORKSHEET
 
 CURRENT
                
                FICA
                
                2010STATE
                
                W/C CODE
                
                DESCRIPTION
                
                RATE
                
                FUTA
                
                SUTACA
                
                42
                
                LANDSCAPE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                45
                
                ORCHARD,
      NUT CROPS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2003
                
                BAKERY
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2063
                
                CREAMERIES
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2102
                
                FRUIT,
      VEG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2109
                
                FRUIT-DRIED
      PACKING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2142
                
                WINERY
      OPER
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2149CA
                
                2163
                
                BEVERAGE
      MFG. & DIS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2402
                
                CARPET/RUG
      MFG.
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2501
                
                CLOTHING
      MFG.
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2570
                
                MATTRESS
      BOX SPRING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2571
                
                PILLOW
      QUILT/CUSH MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2585
                
                LAUNDRIES
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2688
                
                LEATHER
      PRODUCTS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2731
                
                PLAINING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2806
                
                WOOD
      DOOR/SASH/WINDOW
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                2842
                
                WOOD
      PRODUCTS/MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3066
                
                SHEET
      METAL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3066CA
                
                3076
                
                FURNITURE
      MFG. META
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3099
                
                TOOL
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3146
                
                HARDWARE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3178
                
                ELECTRICAL
      WIRE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3180
                
                LIGHT
      & FIXTURE MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3383
                
                MFG.
      OF BANNERS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3400
                
                METAL
      STAMPED GOODS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3560
                
                DESCRIBE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3574
                
                MACHINE
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3632
                
                MACHINE
      SHOP
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3651
                
                ELECTRICAL
      WIRE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3681
                
                INSTRUMENT  MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3724
                
                MACH/EQUIP
      ERECTION
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3808
                
                AUTO
      /MOTORCYCLE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3815
                
                AUTO/TRUCK/TRAILER
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3828
                
                AUTO/TRUCK
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                3840
                
                AUTO/TRUCK/MOTORCYCLE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4112
                
                CIRC
      & SEMICONDUCTO
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4239
                
                PAPER/PULP
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4240
                
                MOX
      MFG. RIGID PAPE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4243
                
                DESCRIBE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4244
                
                CORRUGATED/FIBERBOA
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4250
                
                PAPER
      COATING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4279
                
                CORREGATED
      BOXES
                
                [***]%
                
                8.45%
                
                [***]%
 
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
  
 
 CA
                
                4283
                
                BLDG.
      ROOFING, PAPER
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4299
                
                PRINTING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4360
                
                MOTION
      PICTURE DEVE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4410
                
                RUBBER
      PRODUCTS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4478
                
                PLASTIC
      GOODS MFG.
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4492
                
                SIGN,
      MFG, METAL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4494
                
                PLASTICS-BLOW
      MOLDED
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4496
                
                GENERAL
      LABOR
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4498
                
                INJECTED
      MOLDED
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4557
                
                INK,
      MUCILAGE OR PO
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4558
                
                PAINT/VARNISH/LACQ.
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4611
                
                PHARMACEUTICAL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4623
                
                COSMETIC,
      PER CARE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4720
                
                SOAP
      OR SYN. DET
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4828
                
                CHEMICAL
      BLENDING/M
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4831
                
                VITAMIN/FOOD
      SUPPLE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                4983
                
                `GASKET
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                5191
                
                ELECTRONICS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                5432
                
                CARPENTRY
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                6251
                
                TUNNELING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                6504
                
                CONDIMENTS
      MFG.
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                7198
                
                DESCRIBE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                7605
                
                BURGLAR/ALARM
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8008
                
                STORES/CLOTHING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8013
                
                STORE/EYEWARE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8015
                
                STORES:
      FURNITURE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8017
                
                STORE
      RETAIL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8018
                
                STORE
      WHOLESALE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8021
                
                STORE
      DEALER
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8028
                
                EQUIPMENT
      RENTAL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8031
                
                STORES/CLOTHING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8032
                
                CLOTHING,
      WEARING APPAREL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8046
                
                AUTOMOBILE
      PARTS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8060
                
                STORES-WINE/BEER/SPIRITS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8064
                
                STORES
      - OFFICE SUPPLIES
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8066
                
                BICYCLE-RETAIL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8106
                
                STORES
      WHOLESALE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8232
                
                LUMBERYARD
      - COMMERCIAL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8290
                
                DESCRIBE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8291
                
                AUTO/TRUCKING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8292
                
                STORE
      WAREHOUSE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8391
                
                AUTO
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8742
                
                DESCRIBE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8800
                
                MAILING
      & ADDRESSING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8818
                
                DIST.
      VALVE FITTING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                8890
                
                BEAUTY
      PARLOR
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9008
                
                HOUSEKEEPING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9009
                
                BLDG
      OPERATIONS
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9050
                
                HOTEL
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9053
                
                SWIMMING
      POOLS
                
                [***]%
                
                8.45%
                
                [***]%
 
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
  
 
 CA
                
                9079
                
                RESTAURANT
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9101
                
                COLLEGE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9424
                
                GARBAGE
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9501
                
                MFG
      TEFLON COATING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9507
                
                SIGN
      PAINTING/LETTERING
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9516
                
                TV
      AUDIO RADIO VIDEO
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9522
                
                FURNITURE
      UPHOLSTER
                
                [***]%
                
                8.45%
                
                [***]%CA
                
                9586
                
                BEAUTY
      PARLOR
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                42
                
                LANDSCAPE
      GARD
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                2003
                
                BAKERIES
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                2802
                
                CARPENTRY
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                2585
                
                CARPET/RUG
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3040
                
                IRON/STEEL
      FAB
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3113
                
                TOOL
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3179
                
                ELECT
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3507
                
                AGR
      MACH MFG
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3632
                
                MACHINE
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                3681
                
                TELECO
      MFG
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                4000
                
                SAND
      & GRAVEL
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                4034
                
                COND.
      PRODUCT MFG
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                4299
                
                PRINTING
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                4484
                
                PLASTIC
      INJ. MOLDING
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                4825
                
                DRUGS/MEDICINE
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5191
                
                OFF,
      MACHIN/APPL.INSTALL
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5221
                
                CONCRETE
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5403
                
                CARPENTRY
      NOC
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5537
                
                HTG
      & A/C
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5506
                
                STREET
      ROAD CONSTR.
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                5645
                
                CARPENTRY
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                6217
                
                EXCAVATION
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                6400
                
                FENCE
      ERECTION
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8018
                
                WHLSE
      STORES
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8107
                
                MACHINERY/DEALER
      NOC
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8232
                
                LUMBERYARD
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8292
                
                WAREHOUSE
      OTHERS
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8293
                
                FURN
      MOVING
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8380
                
                AUTO
      SERV REPAIR
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8742
                
                SALES
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8810EXEMPT
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                8829
                
                NURSING
      HOME/CONVALESCENT
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9014
                
                BLDG
      OPS CONT
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9015
                
                BLDG
      OPS OWNER
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9040
                
                HOSP-ALL
      OTHER
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9052
                
                HOTELS
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9063
                
                HEALTH
      SPAS
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9082
                
                REST
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9521
                
                HOUSE
      FURN. INSTALL.
                
                [***]%
                
                8.45%
                
                [***]%CO
                
                9101
                
                SCHOOLS
      - ALL OTHER
                
                [***]%
                
                8.45%
                
                [***]%CT
                
                4825
                
                DRUG
      MFG.
                
                [***]%
                
                8.45%
                
                [***]%CT
                
                7539
                
                ELECTRIC
      POWER CO
                
                [***]%
                
                8.45%
                
                [***]%CT
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%
 
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.
  
 
 DC
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%DC
                
                8803
                
                ACCOUNTING
                
                [***]%
                
                8.45%
                
                [***]%DE
                
                947
                
                TEMP
      STAFF MAINT
                
                [***]%
                
                8.45%
                
                [***]%GA
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%FL
                
                4279
                
                PAPER
      MFG
                
                [***]%
                
                8.45%
                
                [***]%FL
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%MA
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%MA
                
                4825
                
                DRUG
      MEDICINE
                
                [***]%
                
                8.45%
                
                [***]%MD
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%MD
                
                8803
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%MS
                
                3066
                
                SHEET
      METAL
                
                [***]%
                
                8.45%
                
                [***]%MS
                
                8803
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%MS
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%MO
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%NH
                
                7539
                
                ELECTRICAL
                
                [***]%
                
                8.45%
                
                [***]%NH
                
                8601
                
                ARCHITECH
      OR ENGIN.
                
                [***]%
                
                8.45%
                
                [***]%NH
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%NC
                
                8803
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%NC
                
                8018
                
                STORE
      WHOLESALE
                
                [***]%
                
                8.45%
                
                [***]%NC
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%NJ
                
                7539
                
                UTILITIES
                
                [***]%
                
                8.45%
                
                [***]%NJ
                
                8803
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%NV
                
                2812
                
                CABINET
      MFG
                
                [***]%
                
                8.45%
                
                [***]%NV
                
                8017
                
                STORES
      RETAIL
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                7539
                
                ELEC
      OPERATIONS
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                7219
                
                TRUCKERS
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                8018
                
                
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                8800
                
                MAILING
      ADDRESS
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                8803
                
                ACCOUNTANT
                
                [***]%
                
                8.45%
                
                [***]%NY
                
                8810
                
                CLERICAL
      OFFICE
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                648
                
                CONSTRUCTION
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                889
                
                TEMP
      STAFF CLERICAL/OFF
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                955
                
                ELECT.
      CONSULTING
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                957
                
                PHYSICIANS
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                962
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%PA
                
                953
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%RI
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%TX
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%WVA
                
                8803
                
                ACCOUNTANTS,
      AUDITORS ETC.
                
                [***]%
                
                8.45%
                
                [***]%VA
                
                8810
                
                CLERICAL
                
                [***]%
                
                8.45%
                
                [***]%VA
                
                8803
                
                ACCOUNTANTS
                
                [***]%
                
                8.45%
                
                [***]%VA
                
                5191
                
                COMPUTER,
      TELE.
                
                [***]%
                
                8.45%
                
                [***]%VA
                
                9516
                
                CABLE
                
                [***]%
                
                8.45%
                
                [***]%
 
 [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.