Unassociated Document


    iLabor
Network Supplier Agreement

    Amendment
No. 1

    


    Whereas,
pursuant to the iLabor Network Supplier Agreement entered into between
ClearPointResources, Inc. (“ClearPoint”),  Staffchex, Inc.
(“Staffchex”) and Staffchex Servicing, Inc. (“Staffchex Servicing” and together
with “Staffchex”, the “Company”) on February 28th, 2008
(the “Agreement”), ClearPoint and the Company wish to enter into this amendment
(the “Amendment”) to the Agreement as of this 16th day of March, 2009 as
follows:

    


    3.
Compensation; Payment Terms ; Insurance; Taxes shall be deleted in its entirety
and replaced with the following:

    


    3.  Compensation; Payment Terms;
Insurance; Taxes.  For services performed in accordance with
the Project requirements, ClearPoint will pay the Company for billable work
hours approved by the Client at the agreed-upon hourly bill rate (the “Fee”).  ClearPoint
will pay the Company its Fee within thirty (30) business days of invoice
date.  If Client fails to pay ClearPoint, then ClearPoint is not
liable to the Company for such fee. The Company will carry and maintain
sufficient workmen’s compensation, liability and other insurance customary in
this industry covering all Temps placed with a Client.  The Company
will be solely responsible for the payment of all Temp wages, benefits,
applicable taxes (including, but not limited to, social security, federal,
state, local or any other employee payroll taxes) and insurance costs arising
from the Company’s performance of the services requested by
Client.  The hourly bill rate includes payment for all taxes, fees,
fringe benefits, insurance, workmen’s compensation coverage, profit and
overhead.  The Company shall use ClearPoint’s web-based computer
program for time reporting.

    


    The
Company shall also pay ClearPoint a percentage of all collections (the
“Compensation”) from its billings from temporary staffing services provided by
the Company, regardless of whether such services were provided through the
Network.  The Company shall calculate the Compensation in accordance
with the following schedule based on weekly collections: One and one-quarter
percent (1.25%) of all weekly collections of less than $1,400,000.00 and Two
percent (2%) of all weekly collections of $1,400,000.00 or greater; provided,
however, that if collections for any given calendar year exceed $110,000,000.00,
such compensation shall be reduced to one and one-half percent (1.50%) for each
dollar exceeding $110,000,000.00; provided, further, however, that if
collections for any given calendar year exceed $150,000,000.00, such
compensation shall be reduced to one and one-quarter percent (1.25%) for each
dollar exceeding $150,000,000.00.  In addition to any other remedies
available at law, equity of otherwise, unpaid compensation shall be subject to
interest at the rate of one and one half percent (1.5%) per month, which has
already been added to the payment plan.  Payment of Compensation shall
be made via wire transfer on Wednesday (the “Payment Date”) of each week,
commencing March 18, 2009 and thereafter on Wednesday of every week, for the
prior week’s collections until this Agreement is terminated in accordance with
its terms.

    


    Additionally,
the Company agrees to make one-hundred and four (104) weekly payments of
$4,096.00 followed by fifty-two weekly payments of $3,105.00 commencing on
Wednesday June 3, 2009 for previous Compensation (the “Prior Compensation”) owed
through February 28, 2009, which amounts are inclusive of principle and
interest.

    


    If
ClearPoint fails to receive payment of Compensation and Prior Compensation on
any given Payment Date, it shall be deemed a material breach of this
Agreement.  If the Company fails to make any given payment to
ClearPoint, they will have ten (10) business days (the “Cure Period”) to cure
any delinquency and bring all subsequent payments which may have become due
current.   Notice will be deemed to have been automatically given
in the event of non-payment.  In the event that any delinquent
payments are not made during the Cure Period, the Company hereby agrees to
submit a request to its receivables factoring company to pay ClearPoint directly
for all delinquent and prospective Compensation and Prior Compensation within
two (2) business days of the expiration of the Cure Period.  If the
Company has not contacted its receivables factoring company within two (2)
business days of the expiration of the Cure Period noted above, the Company
hereby gives ClearPoint express permission to contact the receivables factoring
company directly to request that receivables factoring company forward all
future agreed upon fees directly to ClearPoint in accordance with the terms of
this Agreement.  The Company shall provide ClearPoint access to all
reporting regarding lockbox receipts and weekly submissions to the Company’s
lenders, all on a weekly basis.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Within
two (2) years after each year of this Agreement, ClearPoint shall have the right
to have an independent third party (the “Auditor”) audit the directly relevant
financial records generated by the Company for the limited purpose of verifying
the accuracy of the amount of the payments owed to ClearPoint under this
Agreement.  The Company agrees to submit financial statements to
ClearPoint on a quarterly basis as soon as practical after each calendar quarter
end.  ClearPoint may cause the Auditor to perform such an audit not
more than twice in any twelve (12) month period, however, if any discrepancies
are identified in an audit, then ClearPoint can thereafter perform such audits
not more than four (4) times per year.  ClearPoint shall give
reasonable advance written notice to the Company, and each audit shall be
conducted during normal business hours.  The expenses of the Auditor
shall be paid by ClearPoint unless, in any given audit, ClearPoint determines
that the Compensation paid to ClearPoint differs from that audit by more than
five percent (5%), in which case the reasonable expenses of the Auditor shall be
paid by the Company.

    


    The
Company shall not be permitted to assign, convey, sell, transfer or lease the
Customer Account Property (or the underlying Customer Agreements) transferred to
the Company pursuant to that Asset Purchase Agreement, dated February 28, 2008,
by and between the Company and  ClearPoint, without obtaining the
prior written consent of ClearPoint; provided, however, ClearPoint’s consent
will not be required if the assignment, conveyance, sale, transfer or lease of
the Customer Account Property (or the underlying Customer Agreement) occurs
after February 28, 2012 and is part of a sale of all of the stock or all or
substantially all of the assets of the Company (whether by merger,
consolidation, sale of stock, operation of law or otherwise).

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this iLabor
Network Supplier Amendment No. 1 as of the date above.

     

    
      
        	CLEARPOINT
      RESOURCES, INC.  	 	STAFFCHEX,
      INC.	 
	 	 	 	 	 	 
	By:	
                /s/
      John G. Phillips

              	 	By:	
                /s/
      Ruben Garza    

              	 
	Name:	
                J.
      Phillips

              	 	Name:
      	
                Ruben
      Garza

              	 
	Title:	
                CFO

              	 	Title:
      	
                CEO

              	 


      



    
      
        	 	 	 	STAFFCHEX
      SERVICING, LLC	 
	 	 	 	 	 	 
	 	
                 

              	 	By:	
                /s/
      Ruben Garza

              	 
	 	
                 

              	 	Name:	
                Ruben
      Garza

              	 
	 	
                 

              	 	Title:	
                CEO