Exhibit 10.2


 


ELEVENTH
AMENDMENT TO ACCOUNT PURCHASE AGREEMENT


 


THIS ELEVENTH AMENDMENT
(this “Amendment”), dated as of June __, 2014, is entered into by and between CORPORATE RESOURCE DEVELOPMENT INC.,
a Delaware corporation (the “Customer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its participants,
successors and assigns, “WFBC”).


 


RECITALS


 


A.           The
Customer and WFBC are parties to an Account Purchase Agreement, dated as of November 2, 2010 (as amended or otherwise modified
from time to time, the “Account Purchase Agreement”).


 


B.            The
Customer has requested that certain amendments be made to the Account Purchase Agreement, which WFBC is willing to make pursuant
to the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:


 


1.            Defined
Terms.   Capitalized terms used in this Amendment which are defined in the Recitals above shall have the same meanings
as defined in such Recitals, unless otherwise defined herein. Capitalized terms used in this Amendment which are defined in the
Account Purchase Agreement shall have the same meanings as defined in the Account Purchase Agreement, unless otherwise defined
herein.


 


2.
           Amendments to Account Purchase Agreement.


 


(a)        Exhibit
A to the Account Purchase Agreement is hereby amended to add, in addition to and not in limitation of all other legal names, trade
names, DBAs and other fictitious names set forth therein, the following (and Customer represents and warrants that, after giving
effect to this Section 2(a), Exhibit A to the Account Purchase Agreement is true, correct and complete):


 


	Legal
    Name and

    Jurisdiction	Trade
    Name, DBA 

    or Fictitious Name 

    Used	Date
    of First Use

    of Trade Name,

    DBA or Fictitious 

    Name	State(s)
    in which 

    Trade Name, DBA 

    or Fictitious Name 

    is registered
	Diamond Staffing Services, Inc.

(Delaware)	Staff Management Group	February 20, 2014	NJ


 


(b)         Section
2.50 of the Account Purchase Agreement is hereby amended and restated to read in its entirety as follows:


 


“2.50
  “Term” means, unless this Agreement shall be sooner terminated in accordance with Section 3.11 of this Agreement
or the


 




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other provisions hereof, the period
from the date hereof to and including June 30, 2015.”


 


(c)         Section
2 of the Account Purchase Agreement is hereby amended to add the following new definitions:


 


“Designated
Reserve” shall mean, in addition to all other reserves under this Agreement and the Related Documents, a reserve against
any credit balance or other amounts payable or available to Customer from the Collected Reserve, the amount of which reserve is,
as of June 1, 2014, $4,650,000 and which reserve shall be adjusted in accordance with Section 3.21 hereof.


 


“EBITDA”
shall mean, with respect to any Person for any period, (a) the net income (or loss) of such Person for such period (excluding extraordinary
gains), plus (b) all interest expense of such Person for such period, plus (c) all charges against income for such period
for federal, state or local taxes of such Person, plus (d) depreciation expenses of such Person for such period, plus
(e) amortization expenses of such Person for such period, all as determined in accordance with generally accepted accounting principles
as in effect from time to time in the United States of America, consistently applied.


 


“Fixed
Charge Coverage Ratio” means. with respect to any Person for any period, the ratio of (a) the Operating Cash Flow of
such Person for such period to (b) the sum of (i) principal payments and cash interest paid by such Person during such period,
(ii) distributions and dividends made by such Person during such period and (iii) the amount of any increase during such period
in the amount of reserves maintained by WFBC against amounts otherwise payable or available to such Person from the Collected Reserve
Account.


 


“Ninth
Amendment” means that certain Ninth Amendment to Account Purchase Agreement, dated January 31, 2014, by and between WFBC
and Customer, as amended.


 


“Operating
Cash Flow” means, with respect to any Person for any period, (a) EBITDA of such Person for such period, less (b)
income taxes paid in cash by such Person during such period, less (c) the cash portion of any capital expenditures made
by such Person during such period, plus, (d) non-cash stock based compensation paid by such Person in such period, all as
determined in accordance with generally accepted accounting principles as in effect from time to time in the United States of America,
consistently applied.


 


“Parent”
means Corporate Resource Services, Inc.


 


“Subordinated
Debt” means, with respect to any Person, such indebtedness, obligations or liabilities of such Person the repayment of
which is, pursuant to the terms of an intercreditor or subordination agreement in form and substance acceptable to WFBC, subordinate
to the repayment of the indebtedness, obligations and liabilities of such Person to WFBC.


 




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“Tangible
Net Worth” means, with respect to any Person as of any date of determination, an amount equal to (a) such Person’s
shareholder equity, plus (b) all Subordinated Debt of such Person, minus (c) all of such Person’s assets designated
as intangible assets, minus (d) all obligations owing by such Person to its Affiliates, employees or equity holders, minus
(e) prepaid expenses and deposits of such Person, all as determined in accordance with generally accepted accounting principles
as in effect from time to time in the United States of America, consistently applied.


 


“Working
Capital Ratio” means, with respect to any person as of any date of determination, the ratio of such Person’s (a)
cash, plus accounts receivables to (b) current liabilities, all as determined in accordance with generally accepted accounting
principles as in effect from time to time in the United States of America, consistently applied.


 


(d)         Termination
and Non-Renewal Fees.  Each of Sections 3.08(c) and (d) of the Account Purchase Agreement is hereby amended and restated to
read in its entirety as follows:


 


“(c)
      Reserved.”


 


“(d)       Reserved.”


 


(e)         Monitoring
Fee.  Section 3.08 of the Account Purchase Agreement is hereby amended to add the following new subsection (e):


 


“(e)    Monitoring
Fee. Beginning on August 1, 2014, and on the first day of each month thereafter until this Agreement shall be terminated and
all obligations, liabilities and indebtedness of Customer hereunder and of its Affiliates under Affiliate Account Purchase Agreements
have been paid in full, Customer shall, and shall cause each of its Affiliates party to an Affiliate Account Purchase Agreement
to, jointly and severally, pay to WFBC a monthly monitoring fee equal to $400,000, the amount of which fee shall be increased by
$100,000 per month commencing September 1, 2014 (the “Increase Commencement Date”) and on the first day of each month
thereafter; provided, that, (i) the monitoring fee for August 2014 shall be due in two equal installments of $200,000
each, with the first such installment due on August 1, 2014 and the second such installment (the “Deferred August Portion”)
due on August 31, 2014, (ii) in the event the Customer delivers to WFBC the commitment letter referred to, and by no later than
the date set forth, in Section 6.32 of this Agreement, (x) the Deferred August Portion shall be waived and (y) the Increase Commencement
Date shall be October 1, 2014. The Customer acknowledges that WFBC may charge such monthly monitoring fee to the Customer’s
Collected Reserve Account or to the Collected Reserve Account (as defined in the applicable Affiliate Account Purchase Agreement)
under an Affiliate Account Purchase Agreement as WFBC may see fit in its discretion.”


 




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(f)           Facility
Fee.  Section 3.08 of the Account Purchase Agreement is hereby amended to add the following new subsection (f):


 


“(f)        Facility
Fee. On July 1, 2014, unless this Agreement and all Affiliate Account Purchase Agreements shall be sooner terminated, and all
indebtedness and liabilities of Customer and its Affiliates hereunder and thereunder shall be sooner repaid, Customer shall, and
shall cause each of its Affiliates party to an Affiliate Account Purchase Agreement to, jointly and severally, pay to WFBC a facility
fee equal to 0.25% of the Aggregate Facility Maximum. The Customer acknowledges that WFBC may charge such facility fee to the Customer’s
Collected Reserve Account or to the Collected Reserve Account (as defined in the applicable Affiliate Account Purchase Agreement)
under an Affiliate Account Purchase Agreement as WFBC may see fit in its discretion.”


 


(g)         Designated
Reserve. 


 


(i) Section 3 of the
Ninth Amendment is hereby deleted in its entirety and the following substituted therefor:


 


“3. Intentionally
omitted.”


 


(ii) The Account Purchase
Agreement is hereby amended to add the following new Section 3.21:


 


“3.21 Designated
Reserve. WFBC has and shall continue to have the right to establish and maintain, in its discretion, reserves against any credit
balance or other amounts payable or available to Customer from the Collected Reserve Account. Such reserves include, without limitation,
the Designated Reserve. Without limiting the right of WFBC to establish or maintain new or other reserves in accordance with the
terms of the hereof, the amount of the Designated Reserve shall increase by $125,000 per week through July 31, 2014 and $250,000
per week thereafter.”


 


(h)           Monthly
Financial Statements and Agings.  Sections 6.07(d) of the Account Purchase Agreement is hereby amended and restated to read
in its entirety as follows:


 


“(d)    within
(i) 15 days after the end of each month, year to date unaudited consolidated and consolidating financial statements of the Parent
and its Subsidiaries, including a consolidated and consolidating statement of monthly income and a balance sheet of the Parent
and its Subsidiaries, certified by an authorized officer of the Customer, together with, if such month is a month as of which any
financial covenant set forth at Section 6.31 hereof is to be tested, a compliance certificate, in the form of Schedule 6.07
hereto, signed by an officer of Customer and (ii) 30 days after the end of each month, a detailed accounts receivable aging and
a detailed accounts payable aging, each as of the last day of such month and each in form acceptable to WFBC in its reasonable
discretion. In addition to and without limiting the foregoing, Customer shall, promptly after delivery to WFBC of each such monthly


 




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financial statement described in
the foregoing clause (i), make available to WFBC, at such times as WFBC may reasonably request, such officers and management of
Customer as WFBC may request be made available to review the performance and operations of Customer.”


 


(i)            Consultant.  Section 6.24 of the Account Purchase Agreement is hereby deleted in its entirety and the following substituted therefor:


 


“6.24
Consultant. Customer will engage a consultant acceptable to WFBC in its reasonable discretion and shall permit representatives
of such consultant access to all operations of the Customer, financial or physical, for the purpose of (a) inspecting, auditing,
and making copies of the Customer's financial and business records, (b) making verifications regarding the Collateral as it deems
necessary, (c) reviewing operating procedures and the accuracy of the Customer's financial reporting, cash reporting and cash management,
and (d) taking other action it deems necessary to assess the Customer's operations and finances. Furthermore, the Customer shall
(x) make its officers, employees and directors reasonably available to such consultant to discuss the affairs, finances, and business
of the Customer or otherwise assist such consultant in its review of the Customer's finances and operations and (y) shall direct
such consultant to share with WFBC, as requested by WFBC from time to time, all of the information obtained, and all analysis performed,
during its engagement. On or before October 31, 2014, the Customer shall deliver to WFBC consolidated and consolidating financial
projections for the calendar year ending December 31, 2015 and prepared on a month-by-month basis, which financial projections
shall (i) have been reviewed and approved by such consultant. (ii) be acceptable to WFBC in its sole discretion, (iii) include
forecasted (A) balance sheets, (B) profit and loss statements, (C) availability projections, and (D) cash flow statements, all
prepared on a basis consistent with the Customer's historical financial statements, together with appropriate supporting details
and a statement of underlying assumptions, (iv) take into account any acquisitions made by the Customer or any of its Affiliates
since January 1, 2013, and (v) identify any required payments of indebtedness (including payments to increase any reserves required
by WFBC, payments on all term debt, inclusive of seller notes related to acquisitions, and payments on any other indebtedness incurred
by the Customer or any of its Affiliates) owing by the Customer or any of its Affiliates. In addition, all monthly reports delivered
by Customer to WFBC, including, without limitation, the reports required pursuant to Section 6.07 of this Agreement, shall have
been reviewed and approved by such consultant.”


 


(j)            Consolidations
and Mergers; Asset Acquisitions.  Section 6.25 of the Account Purchase Agreement is hereby deleted in its entirety and the following
substituted therefor:


 


"6.25
Consolidations and Mergers; Asset Acquisitions. Without the prior written consent of WFBC, which consent may be withheld
in WFBC’s sole discretion, the Customer shall not, and shall not permit Parent or any Affiliate party to an Affiliate Account
Purchase Agreement to, (a) consolidate with or merge into any other Person, or permit any
other Person to merge into 


 




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it, (b) purchase or acquire all or a substantial portion of the assets of any other Person, or any business
line or division of any other Person or (c) purchase or acquire all or a substantial portion of the equity interests of any other
Person."


 


(k)            Payments
on Affiliate Indebtedness.  Section 6.27 of the Account Purchase Agreement is hereby deleted in its entirety and the following
substituted therefor:


 


"6.27  Payments on Affiliate
Indebtedness. The Customer shall not, without the prior written consent of WFBC, make any payments in respect of any indebtedness
or obligations of Customer to TS Employment Inc. or to any Affiliate of Customer; provided, that:


 


(a) Customer
may make payments to TS Employment Inc. of invoices issued by TS Employment Inc. to Customer for staffing services provided that,
as of the date of any such payment and after giving effect thereto, (i) no Event of Termination exists or would exist and (ii)
the aggregate outstanding indebtedness and obligations owing to TS Employment Inc. by Customer and its Affiliates party to an Affiliate
Account Purchase Agreement shall not be less than $15,000,000; and


 


(b) Customer
may make payments of other indebtedness and obligations of Customer to TS Employment Inc. or to any Affiliate of Customer so long
as (i) as of the date of any such payment and after giving effect thereto, no Event of Termination exists or would exist, (ii)
Customer would be in compliance with the financial covenant set forth at Section 6.31(a) of this Agreement for the most recently
ended determination period (or, if such financial covenant has not then been tested, for and applying such financial covenant to
the month most recently then ended), calculated on a pro forma basis after giving effect to and as if such payments were made during
such determination period (or, as applicable, during such month most recently then ended), and (iii) after giving effect to such
payment, the aggregate outstanding indebtedness and obligations owing to TS Employment Inc. by Customer and its Affiliates party
to an Affiliate Account Purchase Agreement shall not be less than $15,000,000.


 


(l)            Financial
Covenants.  Section 6 of the Account Purchase Agreement is hereby amended to add a new subsection 6.31:


 


“6.31      Financial
Covenants.   Customer hereby acknowledges, confirms, and agrees that:


 


(a)     Fixed
Charge Coverage Ratio.  Parent and its Subsidiaries shall maintain, on a consolidated basis, a Fixed Charge Coverage
Ratio (as defined below) of not less than 1.0:1.0, determined as of the end of each month, commencing July 31, 2014 and as of the
last day of each month thereafter, in each instance for the monthly period then ended.


 


(b)    Working
Capital Ratio.  Parent and its Subsidiaries shall maintain, on a consolidated basis, a Working Capital Ratio of not
less than 1.0


 




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to 1.0, determined as of the end
of each month, commencing July 31, 2014 and as of the last day of each month thereafter.


 


(c)     Aggregate
Facility Maximum to Tangible Net Worth.   Parent and its Subsidiaries shall maintain, on a consolidated basis, a ratio of
(A) the Aggregate Facility Maximum less excess cash balances to (B) Tangible Net Worth, determined as of the end of each month,
of not more than (x) 4.0:1.0 for the months ending August 31, 2014, September 30, 2014, and October 31, 2014 and (y) 3.0:1.0 for
each month ending thereafter.”


 


(m)        Financing
Milestones.  The Account Purchase Agreement is hereby amended to add the following new Section 6.32:


 


“6.32.
Financing Milestones. On or before July 31, 2014, the Customer shall deliver or cause to be delivered to WFBC a commitment
letter, in form and substance acceptable to WFBC and executed by a Person acceptable to WFBC, of such Person to provide debt or
equity financing to Customer in an amount no less than, and the proceeds of which to be used to repay in cash in full, all indebtedness,
liabilities and obligations of Customer to WFBC under this Agreement and the Related Documents and of Customer's Affiliates to
WFBC under the Affiliate Account Purchase Agreements and Related Documents (as defined in each such Affiliate Account Purchase
Agreement). Any failure of Customer to comply with this Section 6.32 shall constitute and result in an Event of Termination hereunder."


 


3.             Amendment
Fee.   In addition to all fees, costs and other amounts payable by Customer and any Affiliates to WFBC pursuant to the Account
Purchase Agreement or the applicable Affiliate Account Purchase Agreement, Customer shall, and shall cause each Affiliate that
is a party to an Affiliate Account Purchase Agreement to, jointly and severally, pay to WFBC an amendment fee in the amount of
$200,000 (the “Amendment Fee”). The Amendment Fee shall be fully earned, due and payable on the date hereof, shall
not be subject to refund or rebate for any reason whatsoever and may be charged by WFBC to the Customer’s Collected Reserve
Account or to the Collected Reserve Account (as defined in the applicable Affiliate Account Purchase Agreement) under an Affiliate
Account Purchase Agreement.


 


4.             No Other Changes.  
Except as explicitly modified by this Amendment, no other changes or modifications to the Account Purchase Agreement or the Related
Documents are intended or implied, and in all other respects the Account Purchase Agreement and the Related Documents, including
Section 3.11 of the Account Purchase Agreement, are hereby specifically ratified, restated and confirmed by all parties hereto
as of the date hereof. To the extent of any conflict between the terms of this Amendment, on the one hand, and the terms of the
Account Purchase Agreement or Related Documents, on the other hand, the terms of this Amendment shall control.


 


5.             Conditions
Precedent.  This Amendment shall be effective when WFBC shall have received an executed original hereof and such other matters
as WFBC may require, each in substance and form acceptable to WFBC in its reasonable discretion, including, without limitation,
(a) an amendment to each Affiliate Account Purchase Agreement executed by the Affiliate of Customer party thereto and (b) a subordination
agreement executed by TS Employment Inc. in favor of WFBC.


 




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6.           Representations
and Warranties.   The Customer hereby represents and warrants to WFBC as follows:


 


(a)   The
Customer has all requisite power and authority to execute and deliver this Amendment and any other agreements or instruments required
hereunder and to perform all of its obligations hereunder and thereunder, and this Amendment and all such other agreements and
instruments have been duly executed and delivered by the Customer and constitute the legal, valid and binding obligation of the
Customer, enforceable in accordance with its terms.


 


(b)   The
execution, delivery and performance by the Customer of this Amendment and any other agreements or instruments required hereunder
have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision
of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Customer,
or the articles of incorporation or by-laws of the Customer, or (iii) result in a breach of or constitute a default under any agreement,
lease or instrument to which the Customer is a party or by which it or its properties may be bound or affected.


 


(c)   All
of the representations and warranties contained in the Account Purchase Agreement are correct on and as of the date hereof as though
made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.


 


7.           References.  All references in the Account Purchase Agreement to “this Agreement” shall be deemed to refer to the Account Purchase
Agreement as amended hereby; and any and all references in any of the Related Documents to the Account Purchase Agreement shall
be deemed to refer to the Account Purchase Agreement as amended hereby.


 


8.           No
Waiver.  The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall
not be deemed to be a waiver of any default or Event of Termination under the Account Purchase Agreement or a waiver of any
breach, default or event of default under any Related Document or other document held by WFBC, whether or not known to WFBC
and whether or not existing on the date of this Amendment.


 


9.           Release.  The Customer and each Guarantor by signing the Acknowledgment and Agreement of Guarantors set forth below, each hereby absolutely
and unconditionally releases and forever discharges WFBC, and any and all participants, parent entities, subsidiary entities, affiliated
entities, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers,
attorneys, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature
or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which
the Customer or such Guarantor has had, now has or has made claim to have against any such Person for or by reason of any act,
omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether
such claims, demands and causes of action are matured or unmatured or known or unknown.


 




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10.             Costs and
Expenses.  The Customer hereby reaffirms its agreement under the Account Purchase Agreement to pay or reimburse WFBC on demand
for all costs and expenses incurred by WFBC in connection with the Account Purchase Agreement and the Related Documents, including
without limitation all disbursements and reasonable fees of counsel. Without limiting the generality of the foregoing, the Customer
specifically agrees to pay all disbursements and fees of counsel to WFBC for the services performed by such counsel in connection
with the preparation of this Amendment and the documents and instruments incidental hereto. The Customer acknowledges and agrees
that WFBC may charge such fees and disbursements to the Collected Reserve Account.


 


11.             Miscellaneous.  This
Amendment and the Acknowledgment and Agreement of Guarantors may be executed in any number of counterparts, each of which when
so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and
the same instrument. Manually executed counterparts of the signature pages of this Amendment and the Acknowledgment and Agreement
of Guarantors may be delivered by the parties electronically so long as transmitted pages are reproducible on paper medium upon
receipt. Each party is duly authorized to print any executed signature page so received and attach it to this Amendment and the
Acknowledgment and Agreement of Guarantors, whereupon this Amendment and the Acknowledgment and Agreement of Guarantors shall
be deemed to have been duly executed and delivered by the transmitting party and the paper copy of this Amendment and the Acknowledgment
and Agreement of Guarantors assembled by the recipient with such signature page attached shall be deemed an original for all purposes,
absent manifest error or bad faith. This Amendment and the Acknowledgment and Agreement of Guarantors shall be governed by and
construed in accordance with the substantive laws (other than conflict laws) of the State of Colorado. The parties hereby (a)
consent to the personal jurisdiction of the state and federal courts located in the State of Colorado, and any appellate court
from which any appeals therefrom are available, in connection with any controversy related to this Amendment or the Acknowledgment
and Agreement of Guarantors; (b) waive any argument that venue in any such forum is not convenient; (c) agree that any litigation
initiated by any party in connection with this Amendment and the Acknowledgment and Agreement of Guarantors may be venued in the
state or federal courts located in the City and County of Denver, Colorado; and (d) agree that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


12.             WAIVER
OF JURY TRIAL.  THE CUSTOMER, EACH GUARANTOR AND WFBC HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AMENDMENT OR THE ACKNOWLEDGMENT AND AGREEMENT
OF GUARANTORS.


 


[The remainder of this page intentionally
left blank.]


 




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


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	By:	/s/ Jason M. Cole	 
	Name: Jason M. Cole	 
	Title: Authorized Signatory	 


 


	CORPORATE RESOURCE DEVELOPMENT INC.
	 	 
	By: 	/s/ Michael Golde	 
	Name: Michael Golde	 
	Title: Chief Financial Officer	 


 


Eleventh Amendment to APA (Corporate Resource Development)


 




    	 



    	 



    

 





ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS


 


Each of the undersigned,
each a guarantor of the debts, obligations and liabilities of Corporate Resource Development Inc., a Delaware corporation (the
“Customer”) to Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFBC”),
pursuant to (a) a Continuing Guaranty by Robert Cassera in favor of WFBC, dated as of August 27, 2010, (b) an Amended and Restated
Continuing Guaranty by Corporate Resource Services, Inc. in favor of WFBC, dated as of November 21, 2011, (c) a Continuing Guaranty
by Diamond Staffing Services, Inc. in favor of WFBC, dated as of January 31, 2011, (d) a Continuing Guaranty by Insurance Overload
Services, Inc. in favor of WFBC, dated as of August 27, 2010, (e) a Continuing Guaranty by TS Staffing Services, Inc. in favor
of WFBC, dated as of November 21, 2011, (f) a Continuing Guaranty by Accountabilities, Inc. in favor of WFBC, dated as of June
13, 2013, and (g) a Continuing Guaranty by Integrated Consulting Group, Inc. in favor of WFBC, dated as of November 1, 2013 (each
of the foregoing as amended or otherwise modified from time to time, a “Guaranty”), hereby (i) acknowledges receipt
of the foregoing Amendment; (ii) consents to the terms (including without limitation the release by each of the undersigned set
forth in the Amendment) and execution thereof; (iii) reaffirms all obligations to WFBC pursuant to the terms of his or its Guaranty;
and (iv) acknowledges that WFBC may amend, restate, extend, renew or otherwise modify the Account Purchase Agreement and any debts,
obligations, liabilities or agreement of the Customer, or enter into any agreement or extend additional or other credit accommodations,
without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under his
or its Guaranty for all of the Customer’s present and future debts, obligations and liabilities to WFBC.


 


	 	 	CORPORATE RESOURCE SERVICES, INC.
	 	 	 
	/s/ Robert Cassera	 	By:	/s/ Michael Golde
	Robert Cassera	 	Name:  Michael Golde
	 	 	Title: Chief Financial Officer


 


	DIAMOND STAFFING SERVICES, INC.	 	INSURANCE OVERLOAD SERVICES, INC.
	 	 	 
	By:	/s/ Michael Golde	 	By:	/s/ Michael Golde
	Name:  Michael Golde	 	Name:  Michael Golde
	Title: Chief Financial Officer	 	Title: Chief Financial Officer


  


	TS STAFFING SERVICES, INC.	 	ACCOUNTABILITIES, INC.
	 	 	 
	By:	/s/ Michael Golde	 	By:	/s/ Michael Golde
	Name:  Michael Golde	 	Name:  Michael Golde
	Title: Chief Financial Officer	 	Title: Chief Financial Officer


  





	INTEGRATED CONSULTING GROUP, INC.	 	 
	 	 	 
	By:	/s/ Michael Golde	 	 
	Name:  Michael Golde	 	 
	Title: Chief Financial Officer	 	 







  


Eleventh Amendment to APA (Corporate Resource Development)


 




    	 



    	 



    

 


Schedule 6.07


 


COMPLIANCE CERTIFICATE


 


To: Wells Fargo Bank, National Association


Date: ___________________, 201_


Subject: Financial Statements


 


In accordance with the Account Purchase
Agreement, dated November 2, 2010 (as amended, the “Agreement”), by and between Wells Fargo Bank, National Association
(“WFBC”) and Corporate Resource Development Inc. (“Customer”), attached are the financial
statements (the “Current Financials”) of Corporate Resources, Inc. and its subsidiaries (collectively, and including
Customer, the “Company”) dated _______________, 201__ (the “Reporting Date”) for the period
_______________ (the “Reporting Period”). All terms used in this certificate have the meanings given in the
Agreement.


 


Preparation
and Accuracy of Financial Statements.


I certify that the Current
Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present in all material
respects the Company’s financial condition as of the Reporting Date.


 


Events of
Termination.


I certify that:


 


(Check one)


		 ̈	I have no knowledge of the occurrence
of an Event of Termination under the Agreement, except as previously reported in writing to WFBC.



 


		 ̈	I have knowledge of an Event of Termination
under the Agreement not previously reported in writing to WFBC, as more fully described in the statement of facts attached to this
Certificate.



 


Financial
Covenants.


 


I
certify that the Company’s Fixed Charge Coverage Ratio for the Reporting Period was __ to ___, which  ̈
satisfies  ̈
does not satisfy the financial covenants set forth at Section 6.31 of the Agreement. 


 


I
certify that the Company’s Working Capital Ratio as of the Reporting Date was __ to ___, which  ̈
satisfies  ̈
does not satisfy the financial covenants set forth at Section 6.31 of the Agreement. 


 


 


I
certify that the ratio of the Aggregate Facility Maximum to the Company’s Tangible Net Worth as of the Reporting Date
was __ to ___, which  ̈
satisfies  ̈
does not satisfy the financial covenants set forth at Section 6.31 of the Agreement. 


 


Attached are statements of all relevant
facts and computations in reasonable detail sufficient to evidence Customer’s compliance with the financial covenants referred
to above, which computations were made in accordance with GAAP.


 


	 	CORPORATE RESOURCE DEVELOPMENT INC.
	 	 
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