Unassociated Document


    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

    


    THIS EMPLOYMENT AGREEMENT (“Agreement”)
is made and entered into as of the 31st day of
January, 2011, by and between Corporate Resource Services, Inc. (the “Company”),
a Delaware corporation, and Frank Vaccaro (“Executive”).

    


    RECITALS

    


    A.           The
Company,  Diamond Staffing Services, Inc. (“Merger Sub”), a Delaware
corporation and wholly-owned subsidiary of the Company, Tri-Diamond Staffing,
Inc., a Florida corporation, and Diamond Staffing, Inc., a Massachusetts
corporation and wholly-owned subsidiary of Tri-Diamond Staffing, Inc., are
parties to an Agreement and Plan of Merger, dated as of January 10,
2011  (the “Merger Agreement”).  Capitalized terms in the
Recital portion of this Agreement that are not specifically defined in this
Agreement have the meaning defined in the Merger Agreement.

     

    B.           Pursuant
to the Merger Agreement, the Executive’s entering into this Agreement is part of
the consideration for the Company’s entering into the Merger
Agreement.

     

    C.           The
Company desires to employ the Executive after the consummation of the Merger
Agreement, and the Executive wishes to accept such employment, upon the terms
and conditions set forth in this Agreement.

     

    In consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

    1.           Effective Date and
Term.  This Agreement will become effective as of the
consummation of the Merger Agreement (the “Effective Date”), and will end on the
date immediately preceding the fifth anniversary of the Effective Date, subject
to the termination provisions of Paragraph 8 (the “Initial Term”),provided that
this Agreement shall be renewed for an additional three-year periods (a “Renewal
Period”) on the same terms and conditions set forth herein unless either party
shall have delivered written notice of non-renewal not less than 60 days prior
to the expiration of the Initial Term (the Initial Term and any Renewal Term are
referred to, together, as the “Term”).  If the Executive’s employment
continues after the expiration of the Initial Term or the Renewal Term, then any
such continued employment (a) shall be on an “at will” basis, meaning that the
Executive may resign at any time, without prior notice, for any or no reason,
and that the Company may end the employment relationship at any time, without
prior notice, for any or no reason, and (b) shall be subject to the terms of
this Agreement (other than Paragraph 8), which terms may unilaterally be
modified by the Company prospectively after the Term by delivery of written
notice to the Executive of such modification.  If the consummation of
the Merger Agreement does not take place, then this Agreement shall be null and
void, and without legal effect.

     

    2.           Duties and Authority of the
Executive. The Executive shall be employed as President of Sales during
the Term of this Agreement. The Executive hereby accepts such employment with
the Company under the terms and conditions set forth in this
Agreement.  Throughout the Term, the Executive shall have such duties
and authority as shall be consistent with the Executive’s position
as  President of Sales and as may be reasonably assigned to the
Executive from time to time by the Chief Executive Officer (“CEO”) of the
Company.  The Executive shall report to the CEO.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.           Full Business Time.
Throughout the Term, the Executive agrees to devote all or substantially all of
the Executive’s professional time and efforts to the performance of the
Executive’s duties hereunder. Provided that such activities do not violate any
term or condition of this Agreement, or materially interfere with the
performance of the Executive’s duties hereunder, or create a conflict of
interest, nothing herein shall prohibit the Executive from (a) participating in
other business activities approved in advance in writing by the CEO in
accordance with any terms and conditions of such approval, (b) engaging in
charitable, civic, fraternal or trade group activities, (c) investing the
Executive’s personal assets in other entities or business ventures, subject to
any policies of the Company applicable to all executive personnel of the
Company, or (d) serving on the board of directors of another entity, provided
that such service is approved in advance in writing by the CEO.

     

    4.           Base
Compensation.  During the Term, the Company shall pay the
Executive a base salary ("Base Salary") at the rate of Seven Hundred Fifty
Thousand Dollars ($750,000.00) per annum, provided, however, solely for the
first fifty two (52) weeks after the Effective Date, the Executive will be paid
Base Salary at the rate of $21,634.62 per week..  All Base Salary
payments will be subject to all applicable payroll deductions and withholdings,
and will be paid on the Company’s regular pay dates and in accordance with the
Company’s pay practices.

     

    5.           Bonus.

     

    (a)           For
each fiscal year during the Term (a “Bonus Year”) in which the Executive remains
employed through the end of such fiscal year, the Executive shall be eligible to
earn a performance bonus (“Bonus”) based on the Company’s receipt of
revenue.  The Bonus for each Bonus Year, if any, will be equal to one
tenth of one percent (0.1%) of the aggregate revenue received by the
subsidiaries of the Company in the Bonus Year (“Company Revenue”), including the
revenues received by any New Business (as defined below) after the date of its
acquisition, that exceeds the aggregate revenue received by the subsidiaries of
the Company in the immediately preceding fiscal year (the “Threshold”), provided
however, if the Company or any of its subsidiaries acquires (by merger, or
purchase of ownership interests or assets) a business or business entity (“New
Business”) during a Bonus Year (“Acquisition Year”), then (i) for purposes of
calculating the Bonus for the Acquisition Year, the Threshold shall be increased
by an amount equal to the product of multiplying (x) the revenues received by
the New Business in the twelve month period immediately preceding the date of
the acquisition of the New Business, by (y) the fraction in which the numerator
is the number of days from the date of such acquisition through the end of the
Acquisition Year, and the denominator is 365; and (ii) for purposes of
calculating the Bonus for the Bonus Year subsequent to the Acquisition Year, the
revenues of the New Business that were received by the New Business during the
Acquisition Year, both before and after the acquisition date, shall be included
in calculating the Threshold.

     

    (b)           Notwithstanding
any provision of Paragraph 5(a) to the contrary, for purposes of calculating the
Bonus for the Bonus Year ending September 30, 2011:

     

    
      
         


      

      
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    (i)           the
Threshold shall include all of the revenues received by Corporate Resource
Development Inc. and Insurance Overload Services, Inc. during the period of
October 1, 2009 through September 30, 2010, whether received by such entities or
their predecessors before or after the acquisition of each such entity’s
business during the Bonus Year ending September 30, 2010;

     

    (ii)           the
Threshold shall include all of the revenues received by the predecessors of
Integrated Consulting Group, Inc. (“ICG”) and Diamond Staffing Services (“DSS”)
during the period of October 1, 2009 through September 30, 2010;
and

     

    (iii)           the
Company Revenues shall include all revenues received by ICG and DSS during the
period of October 1, 2010 through September 30, 2011, whether received by such
entities or their predecessors before or after the acquisition of each such
entity’s business during the Bonus Year ending September 30, 2011.

     

    (c)           For
purposes of calculating the Bonus for the Bonus Year ending September 30, 2012,
the Threshold shall include all of the revenues received by ICG and DSS during
the period October 1, 2010 through September 30, 2011, whether received by such
entities or their predecessors before or after the acquisition of each such
entity’s business during the Bonus Year ending September 30, 2010.

     

    (d)           The
Bonus, if any, for each Bonus Year shall be paid within 75 days following the
end of the Bonus Year.

     

    6.           Stock
Awards.

     

    (a)           Within
thirty (30) days after the Effective Date, the Company shall award the Executive
750,000 shares of Company common stock (the “Award”).

     

    (b)           Commencing
in the fiscal year beginning October 1, 2011, for each remaining fiscal year
during the Term the Compensation Committee of the Board of Directors of the
Company may consider and decide, in its sole and absolute discretion, whether to
award the Executive additional Company stock, restricted Company stock, stock
options or other incentive compensation in accordance with Company incentive
plans in effect at that time, provided that the Executive is employed by the
Company as of the date of such consideration by the compensation
Committee.

     

    (c)           The
Company shall have the right to withhold from amounts otherwise payable to the
Executive such withholding taxes as may be required by law as a result of making
the Award, or the granting or vesting of incentive compensation, or to require
the Executive to pay such withholding taxes.  The Company shall file
all required tax information returns in respect of such Award and any future
grants or vesting of incentive compensation.

     

    7.           Employee Benefits.
Throughout the Executive’s employment during the Term, the Company shall provide
the Executive with:

     

    
      
         


      

      
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    (a)           group
medical and dental insurance (“Medical Insurance”) with family coverage and
employee payment obligations consistent with those available to senior
executives of the Company and its affiliates;

     

    (b)           reimbursement
for the annual premium cost of the Executive’s
personal  $5,000,000  life  insurance policy
(“Life Insurance Policy”);

     

    (c)           payment
of Two Thousand Five Hundred Dollars (($2,500) per month as a car allowance (the
"Car Allowance") in lieu of reimbursement for expenses incurred through the use
of the Executive’s automobile:

     

    (d)           four
weeks of paid vacation per calendar year, the dates being subject to prior
approval by the CEO, provided that unused vacation will neither be carried over
to subsequent calendar years nor paid after termination of
employment;

     

    (e)           any
other fringe benefits offered to senior executives of the Company and its
affiliates (other than Company paid life insurance
coverage);  and

     

    (f)           reimbursement
for cell phone call charges and all reasonable and necessary business and travel
expenses (other than automobile expenses), and other disbursements incurred by
the Executive for or on behalf of the Company in the performance of the
Executive’s duties hereunder, upon presentation by the Executive to the Company
of an appropriate accounting or documentation of such expenses in accordance
with Company policies, which shall be paid as provided in such Company policies,
but in no later than the last day of the calendar year following the calendar
year in which the expenses were incurred.

     

    8.           Termination.

     

    (a)           Death.  If
the Executive dies, this Agreement shall automatically terminate as of the date
of the Executive's death.

     

    (b)           Disability.  If
the Executive is unable to perform the Executive’s duties hereunder as a result
of any physical or mental disability (i) which continues for one hundred and
eighty (180) consecutive calendar days or (ii) for any one hundred and forty six
(146) business days in any three hundred and sixty-five (365) consecutive
calendar day period, then the Company may terminate the Executive’s employment
upon thirty (30) days' written notice to the Executive.

     

    (c)           Termination by the Company
for Cause. The Company may, by action of the Board (of which action the
Executive shall have not less than fifteen (15) days' prior written notice),
terminate the Executive's employment with the Company for Cause. Termination for
"Cause" shall mean termination by the Company upon written notification to the
Executive on account of one or more of the following reasons:

     

    (i)           The
Executive's conviction by a court of competent jurisdiction in the United States
(including a nolo contendere plea) of a felony, or a crime involving, fraud,
dishonesty or moral turpitude (as determined by the Board in good
faith);

     

    
      
         


      

      
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    (ii)           The
Executive's failure or refusal to perform the Executive’s duties under this
Agreement, or the Executive’s misconduct with respect to such duties, subject to
the conditions that, (x) the Executive shall have received prior written notice
of the particular details thereof, (y) a period of twenty (20). days has elapsed
for the Executive to reasonably correct such refusal or misconduct, and (z) the
Executive failed to reasonably cure such refusal or misconduct by the end of
such period, provided that no such cure period shall apply if the Board
reasonably determines in good faith that such refusal or misconduct is not
susceptible to reasonable cure, and provided further that if any such refusal or
misconduct is determined by the Board in good faith to not be susceptible to
reasonable cure within such twenty (20) day period, such period shall be
extended for not more than fifteen (15) additional days as long as the Executive
diligently prosecutes such reasonable cure during such period; or

     

    (iii)           The
Executive's breach of any of the covenants set forth in Paragraphs 9, 10 and 11
of this Agreement.

     

    (d)           Upon
the Executive's resignation for reasons other than those described in Paragraph
8(e)(ii), which would be a breach of this Agreement, or upon any of the
terminations identified in Paragraphs 8(a) or 8(c) above, the Executive or the
Executive’s estate shall solely be entitled to receive the Executive’s Base
Salary through the date of the Executive’s resignation or
termination.

     

    (e)           The
Company may terminate the Executive's employment at any time during the
Term  without Cause and without providing advance notice,

     

    (i)           If
the Company terminates the Executive's employment without Cause or because of
Disability during the Term, then the Company shall (A) pay the Executive’s Base
Salary through the date of the Executive’s resignation or termination (the
"Termination Date"), (B) subject to the conditions in Paragraphs 8(f) and 8(g),
(I) (x) if the termination is effective within the first year after the
Effective Date, pay the Executive Severance Pay on a monthly basis for a period
of twelve (12) months after the Termination Date (“Severance Period”) in the
amount of the Base Salary the Executive would have received had he continued in
employment for that twelve month period, less applicable taxes and withholdings,
or (y) if the termination is effective after the first anniversary of the
Effective Date, pay the Executive Severance Pay in the gross amount
of  $750,000, payable in equal periodic payments on a monthly basis,
less applicable taxes and withholdings, during the Severance Period, and (II)
pay the premium costs for COBRA continuation of family Medical Insurance
coverage and the Life Insurance Policy, and the Car Allowance, during the
Severance Period, and C) pay any Bonus earned for the Bonus Year prior to the
year in which the termination occurs which has not been paid as of the
Termination Date.

     

    (ii)           For
all purposes of this Agreement, including but not limited to the Executive's
entitlement to payments and continued benefits pursuant to Paragraph 8(e)(i),
the Executive shall be deemed to have been terminated by the Company without
Cause if (A) the Company breaches any of its material obligations under this
Agreement, (B) the Company purports to terminate this Agreement prior to the end
of the Term other than as a result of death or disability, or for Cause,
pursuant to Paragraphs 8(a), 8(b) or 8(c), or (C) the Company assigns duties to
the Executive which are not consistent with the Executive’s office as set forth
in Paragraph 1 or requires him to report to any person or entity other than the
Board or the CEO, but in each case only if within ninety (90) days after the
Executive first has actual knowledge of the occurrence of such action or event,
the Executive gives notice to the Company of the Executive’s intention to
terminate the Executive’s employment hereunder, the Company does not revoke or
reasonably cure any such action or event within thirty (30) days after the date
of delivery of such notice, and the Executive resigns the Executive’s employment
within sixty (60) days after the date of delivery of such notice.

     

    
      
         


      

      
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    (f)           In
order to receive the Severance Payment pursuant to Paragraph
8(e)(i)(B):

     

    (i)           the
Executive must promptly sign within 50 days of presentation and continue to
honor an employment separation and release agreement, in a form acceptable to
the Company, releasing any and all claims against Company, and all of the
directors, shareholders, executives, employees and agents of the Company and
each of their Affiliates, that the Executive may have arising out of the
Executive’s employment or separation of employment but not including any claims
the Executive may have for indemnification, future claims as defined by the
Older Workers Benefits Protection Act or right to any vested benefits;
and

     

    (ii)           the
Executive’s compliance with this paragraph (and the expiration of the seven-day
revocation period required by the Older Workers Benefit Protection Act, or any
similar mandatory revocation or waiting period, if applicable) shall be a
condition to the Company’s obligation to make any Severance Payment under this
Agreement.  The Company agrees to furnish the Executive with a form of
release promptly after the termination of the Executive’s
employment.

     

    (g)           Payment
of any amount or benefit that is (i) subject to Section 409A, and (ii) to be
made because of a termination of employment shall not be made unless such
termination of employment is also a “separation from service” within the meaning
of Section 409A and the regulations and Treasury guidance promulgated thereunder
and, for purposes of any such provision of the Agreement, references to a
“termination”, “termination of employment” or like terms shall mean “separation
from service” within the meaning of Section 409A.  Notwithstanding the
foregoing, for purposes of determining the amount to be paid to the Executive,
the Termination Date shall be used to determine such amount, regardless of
whether such termination is “separation from service” within the meaning of
409A.  Notwithstanding any provision of this Agreement to the
contrary, if at the time of the Executive’s “separation from service” the
Executive is a “specified employee” (as defined under Section 409A), then to the
extent that any amount to which the Executive is entitled in connection with his
“separation from service” is subject to Section 409A, payments of such amounts
to which the Executive would otherwise be entitled during the six (6) month
period following separation from service will be accumulated and paid in a lump
sum on the earlier of (i) the first day of the seventh month after the date of
the separation from service, or (ii) the date of the Executive’s
death.  This paragraph shall apply only to the extent required to
avoid the Executive’s incurrence of any additional tax or interest under Section
409A or any regulations or Treasury guidance promulgated thereunder

     

    
      
         


      

      
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    9.           Confidentiality Agreement
and Ownership of Information.

     

    (a)          The
Executive agrees that during the course of employment with the Company, the
Executive has and will come into contact with and have access to various forms
of Confidential Information and Trade Secrets, which are the property of the
Company. This information relates to the Company and its subsidiaries (for
purposes of this Paragraph 9, and Paragraphs 10 and 11, all references to the
Confidential Information, customers, clients, suppliers, employees or business
of the “Company” include the Company and its subsidiaries), its customers and
its employees. Such Confidential Information and Trade Secrets include, but are
not limited to: (i) financial and business information, such as information with
respect to costs, commissions, fees, profits, sales, markets, mailing lists,
strategies and plans for future business, new business, product or other
development, potential acquisitions or divestitures, new marketing ideas, and
intellectual property and trade secrets; (ii) product and technical information,
such as product formulations, new and innovative product ideas, methods,
procedures, devices, machines, equipment, data processing programs, software,
software codes, computer models, and research and development projects; (iii)
marketing information, such as the identity of the Company's customers,
distributors and suppliers and their names and addresses, the names of
representatives of the Company's customers, distributors or suppliers
responsible for entering into contracts with the Company, the amounts paid by
such customers to the Company, details of contracts, pricing policies, price
lists, trade promotion and discount schedules, operational methods, specific
customer needs and requirements, and leads and referrals to prospective
customers; and (iv) personnel information, such as the identity and number of
the Company's employees, their salaries, bonuses, benefits, skills,
qualifications, and abilities. The Executive acknowledges and agrees that the
Confidential Information and Trade Secrets are not generally known or available
to the general public, but have been developed, compiled or acquired by the
Company at its great effort and expense and that Confidential Information and
Trade Secrets can be in any form, whether oral or written, reduced to paper or
electronic.

     

    (b)          During
the Term and for as long as such information shall remain Confidential
Information or Trade Secrets of the Company (except, during the course of the
Executive’s employment with the Company, if in furtherance of the Company's
business):

     

    (i)           The
Executive will not disclose to any person or entity, without the Company's prior
consent, any Confidential Information or Trade Secrets of the Company, whether
prepared by the Executive or others.

     

    (ii)           The
Executive will not remove Confidential Information or Trade Secrets of the
Company from the premises of the Company without the prior written consent of
the CEO.

     

    (c)          Upon
the Executive’s resignation or the termination of the Executive’s employment
with the Company for whatever reason, with or without Cause, or at any other
time the Company so requests, the Executive will promptly deliver to the Company
all originals and copies (whether in note, memo or other document form or on
video, audio or computer tapes or discs or otherwise) of (A) Confidential
Information or Trade Secrets of the Company that is in the Executive’s
possession, custody or control, whether prepared by the Executive or others, and
(B) all records, designs, patents, plans, manuals, memoranda, lists and other
property of the Company delivered to the Executive by or on behalf of the
Company or by its customers, and all records compiled by the Executive which
pertain to the business of the Company, whether or not confidential. All such
material shall be and remain the property of the Company and shall be subject at
all times to its discretion and control.

     

    
      
         


      

      
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    (d)          Information
shall not be deemed Confidential Information or Trade Secrets if:

     

    (i)          
such information was available to the public prior to disclosure thereof by the
Executive,

     

    (ii)          such
information shall, other than by an act or omission on the Executive's part, be
or become available to the public or lawfully made available by a third party to
the public without restrictions as to disclosure;

     

    (iii)         such
information is approved for disclosure to the public by prior written consent
from the Board, and the terms of any said written consent shall govern its
disclosure; or

     

    (iv)      
  such information was already in the lawful possession of the
Executive prior to the Executive’s receipt of such information from the
Company.

     

    (e)          Notwithstanding
the foregoing, Confidential Information or Trade Secrets of the Company may be
disclosed where required by law or order of a court of competent jurisdiction,
provided that, to the extent reasonably practicable, the Executive first gives
to the Board reasonable prior notice of such disclosure and affords the Company,
to the extent reasonably practicable, the reasonable opportunity for the Company
to obtain protective or similar orders, where available.

     

    10.          Non-Competition
Provision.

     

    (a)          The
Executive acknowledges and agrees that, by virtue of the Executive's position
and responsibilities with the Company, including his responsibilities for
developing and maintaining client relationships,  knowledge of the
Company's business, and access to the Company’s Confidential Information and
Trade Secrets, the Executive’s engaging in any business which is directly
competitive with the Company will cause the Company great and irreparable
harm.

     

    (b)          Accordingly,
the Executive covenants and agrees that so long as the Executive is employed by
the Company, and for a period of one (1) year after such employment is
terminated (the "Restricted Period"), whether voluntarily or involuntarily, the
Executive will not, without the express prior written consent of the Board,
directly or indirectly, own, manage, operate, control, finance or participate in
the ownership, management, operation, control or financing of, or be connected
as an employee, agent, representative, consultant, investor, owner, partner,
member, manager, joint venturer, distributor or otherwise with, or permit the
Executive’s name to be used by, any person engaged in the business of marketing
and/or placement of temporary staffing employees or permanent employees (the
"Services"). During the Restricted Period, the Executive may not perform or
provide Services, directly or indirectly, as an employee, agent, consultant,
director, officer, member, partner, or otherwise, to or for persons or entities
that provide any of the Services and are engaged in such business anywhere in
the United Sates of America  or such other countries where the Company
is in engaged in business as of the Termination Date.  The foregoing
shall not prohibit the Executive from owning no more than two percent (2%) of
the outstanding stock of any company, which is a reporting company under the
Securities Exchange Act of 1934.

     

    
      
         


      

      
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    11.          Non Interference
Provisions.

     

    (a)           While
employed by the Company, the Executive shall not, without the prior written
consent of the Board, directly or indirectly, solicit, divert, disrupt or
appropriate or attempt to solicit, divert, disrupt, or appropriate any customer,
client, supplier or other relationships, contractual or otherwise, of the
Company with respect to those persons who are customers, clients, or suppliers
of, or have some other relationship, contractual or otherwise, with the
Company.  During the Restricted Period, the Executive shall not,
without the prior written consent of the Board, directly or indirectly, solicit,
divert, disrupt or appropriate or attempt to solicit, divert, disrupt, or
appropriate any customer, client, or supplier relationship, contractual or
otherwise, of the Company with respect to those relationships which both (i)
existed at the time of the Termination Date  or within twelve (12)
months prior thereto and (ii) with respect to whom the Executive had
responsibilities (either directly or though supervision of other Company
employees) for developing or maintaining the relationship.

     

    (b)           While
employed by the Company and during the Restricted Period, the Executive will
not, without the prior written consent of the Board, whether as an agent, owner,
investor, partner, manager, joint venturer, distributor, representative,
employee, consultant, broker, contractor or otherwise, and whether personally or
through other persons, solicit the employment of, offer employment to, hire or
attempt to hire or encourage to leave the employment of the Company (whether as
an employee, consultant or otherwise) any employee, sales representatives,
distributors, or consultants, or other person with whom the Executive had
contact during the Executive’s employment with the Company within the eighteen
(18) month period prior to the Termination Date and/or about whom the Executive
possesses Confidential Information and/or Trade Secrets as a result of the
Executive's employment with the Company.

     

    (c)           The
foregoing shall not prohibit the Executive from owning no more than two percent
(2%) of the outstanding stock of any company, which is a reporting company under
the Securities Act of 1934.

     

    12.          Enforcement.

     

    (a)           Since
monetary damages may be inadequate and the Company may be irreparably harmed if
the provisions of Paragraphs 9, 10, or 11 are not specifically enforced, the
Company shall be entitled, among other remedies, to seek an injunction from a
court of competent jurisdiction (without the necessity of posting a bond or
other security) restraining any violation of either Paragraphs 9, 10, or 11 by
the Executive and any person or entity to whom, the Executive provides or
proposes to provide any services or information in violation of such
Paragraphs.

     

    
      
         


      

      
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    (b)           If
any provision contained in Paragraphs 9, 10, and 11 is determined to be void,
illegal or unenforceable, in whole or in part, then the other provisions
contained herein shall remain in full force and effect as if the provision which
was determined to be void, illegal, or unenforceable had not been contained
herein. The courts enforcing Paragraphs 9, 10, and 11 shall be entitled to
modify the duration and scope of any restriction contained herein to the extent
such restriction would otherwise be unenforceable, and such restriction as
modified shall be enforced.

     

    13.          Use of General
Abilities. Nothing contained in this Agreement shall restrict the
Executive after the Termination Date from using the Executive’s general
business, organizational and financial abilities, and the exertion of the
Executive’s efforts, in the prosecution and development of any business, so long
as the specific non-compete and other provisions of this Agreement are not
thereby violated.

     

    14.          General
Provisions.

     

    (a)           Notices. All notices,
requests, consents, and other communications under this Agreement shall be in
writing and shall be deemed to have been delivered (i) on the date personally
delivered, or (ii) one day after properly sent by overnight courier service,
addressed to the respective parties at the following addresses:

     

    
      	
              To
      the Company:

            	
              Corporate
      Resource Services, Inc.

            
	 
      	
              160
      Broadway-15th floor

            
	 
      	
              New
      York, New York 10038

            
	 
      	
              Attn:
      Jay H. Schecter

            
	 
      	 
      
	
              With
      copy to:

            	
              Bryan
      Cave LLP

            
	 
      	
              1290
      Avenue of the Americas

            
	 
      	
              New
      York, NY 10104

            
	 
      	
              Attn:  Ken
      Henderson, Esq.

            
	 
      	 
      
	
              To
      the Executive:

            	
              Frank
      Vaccaro

            
	 
      	
              7
      Bryant Avenue

            
	 
      	
              Shrewsbury,
      MA  01545

            
	 
      	 
      
	
              With
      copy to:

            	 
      
	 
      	
              Mary
      C. Casey

            
	 
      	
              The
      Harbor Law Group

            
	 
      	
              300
      West Main Street

            
	 
      	
              Building
      A Unit 1

            
	 
      	
              Northborough,
      MA 01532

            


    

    


    Either
party hereto may designate a different address by providing written notice of
such new address to the other party as provided above.

     

    (b)           Severability. If any
provision contained in this Agreement shall be determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein
shall remain in full force and effect as if the provision which was determined
to be void, illegal, or unenforceable had not been contained
herein.

     


    
      
         


      

      
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    (c)           Waiver, Modification and
Integration. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of any party. This Agreement contains the entire agreement of
the parties concerning the employment of the Executive by the Company and
supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to such employment, except for any applicable
employee benefit plan documents, the terms and conditions of which shall be
controlling. The parties acknowledge and agree that this Agreement does not
supersede or modify the Termination Agreement among the Executive, Diamond
Staffing, Inc., Diamond Staffing Services, Inc. and Tri-State Employment
Service, Inc., and that the Executive’s obligations to Diamond Staffing
Services, Inc. pursuant to the restrictive covenants incorporated in that
agreement are in addition to the Executive’s obligations to the Company pursuant
to the restrictive covenants incorporated in this Agreement.  This
Agreement may not be modified, altered or amended except by a written agreement
signed by both of the parties hereto.

     

    (d)           Binding Effect. This
Agreement shall be binding upon and shall inure to the benefit of the Company
and its successors and permitted assigns, and upon the Executive, the
Executive’s heirs and the Executive’s executors and administrators. The Company
may assign this Agreement and its rights and obligations hereunder to an
affiliate or a purchaser of substantially all of its assets, but otherwise shall
not be entitled to assign the Executive's duties hereunder without the
Executive's prior written consent, which consent shall not be unreasonably
withheld. The Executive's duties and rights under this Agreement shall not be
assigned by the Executive, and any such assignment shall be null and
void.

     

    (e)           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflicts of law provisions. Trial by
jury is hereby waived by both of the parties to this Agreement.

     

    (f)           Survival. The
obligations of the parties hereto under Paragraphs 8, 9, 10, 11, 12, 13, and 14
of this Agreement shall survive the termination of this Agreement.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


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

    


    
      
        	
                CORPORATE
      RESOURCE SERVICES, INC.

              
	 
      
	
                By:

              	
                /s/ Jay H. Schecter

              
	 
      	 
      
	
                Name:

              	
                Jay H. Schecter

              
	 
      	 
      
	
                Title:

              	
                Chief Executive Officer

              
	 
      
	
                EXECUTIVE:

              
	 
      
	
                /s/ Frank Vaccaro

              
	
                Frank
      Vaccaro

              


      

    

    


    [Signature
Page to Employment Agreement – Frank Vaccaro]