EXECUTION
COPY

    


    REGISTRATION
RIGHTS AGREEMENT

    


    This REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is made as of August 27, 2010, by and among Corporate Resource
Services, Inc., a Delaware corporation (the “Company”), and TS
Staffing Corp., a Florida corporation (the “Stockholder”), and
each person or entity that subsequently becomes a party to this Agreement.
Capitalized terms used herein without definition shall have the respective
meanings ascribed thereto in the Merger Agreement (as defined
below).

    


    WHEREAS, pursuant to an Agreement and
Plan of Merger (the “Merger Agreement”)
between the Stockholder, Tri-Overload Staffing, Inc., a Nevada corporation
(“Tri-Overload”), Insurance Overload Acquisition, a Delaware corporation, and
the Company, dated August 27, 2010, each share of common stock of Tri-Overload,
issued and outstanding immediately prior to the Effective Time, will be
converted into the right to receive Merger Consideration; and

    


    WHEREAS, the Company and the
Stockholder are executing and delivering this Agreement as a condition to
closing of the transactions set forth in the Merger Agreement.

    


    NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein, the parties hereto hereby agree
as follows:

    


    1.
          Definitions.    As
used in this Agreement, the following terms shall have the following respective
meanings:

     

    “Affiliate” shall mean, with
respect to any specified Person, any other Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with such specified Person.  For the purposes of this
definition, the term “control” (including the phrases “controlled by” and “under
common control with”) when used with respect to any specified Person means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
voting securities or interests, by contract or otherwise.

    


    “Board” shall mean the Board of
Directors of the Company.

    


    “Board Approval” shall mean the
approval by a vote of a majority of the members of the Board present at a
meeting duly called and held or the written consent of all members of the
Board.

    


    “Commission” shall mean the
Securities and Exchange Commission.

    


    “Company Indemnified Parties”
shall have the meaning set forth in Section 9(b).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “Company Indemnifying Party”
shall have the meaning set forth in Section 9(a).

    


    “Correspondence” shall have the
meaning set forth in Section 12(b).

    


    “Demand Registration” shall
have the meaning set forth in Section 3(a).

    


    “EDGAR” shall mean the
Electronic Data-Gathering, Analysis, and Retrieval System.

    


    “Holder” shall mean the
Stockholder, provided, however, that the
term “Holder” shall not include the foregoing if the Stockholder ceases to own
or hold any Registrable Securities.

    


    “Holder Indemnified Parties”
shall have the meaning set forth in Section 9(a).

    


    “Holder Indemnifying Party”
shall have the meaning set forth in Section 9(b).

    


    “Indemnified Party” or “Indemnified Parties” shall
have the meaning set forth in Section 9(b).

    


    “Indemnifying Party” shall have
the meaning set forth in Section 9(b).

    


    “Losses” shall have the meaning
set forth in Section 9(a).

    


    “Participant” shall have the
meaning set forth in Section 7(c).

    


    “Person” shall mean an
individual, bank, corporation, partnership, association, joint-stock company,
business trust, limited liability company or unincorporated
organization.

    


    “Piggyback Election Notice”
shall have the meaning set forth in Section 5(b).

    


    “Piggyback Election Period”
shall have the meaning set forth in Section 5(b).

    


    “Piggyback Notice” shall have
the meaning set forth in Section 5(b).

    


    “Proposed Registration” shall
have the meaning set forth in Section 5(a).

    


    “Prospectus” shall mean the
prospectus included in any Registration Statement, as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement,
and all other amendments and supplements to the Prospectus, including
post-effective amendments to the Registration Statement of which such Prospectus
is a part thereof, and all material incorporated by reference in such
Prospectus.


    
      
         


      

      
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    “Registration Expenses” shall
have the meaning set forth in Section 8.

    


    “Registrable Security” or
“Registrable Securities”
shall mean any (i) Shares, (ii) securities of the Company convertible into or
exchangeable or exercisable for Shares, and (iii) options, rights, warrants and
similar securities issued by the Company giving the Holder thereof the right to
acquire Shares, provided, however, that all
Registrable Securities shall cease to be Registrable Securities once they have
been sold pursuant to a registration statement or such Shares are transferred
pursuant to Rule 144 or are eligible to be sold without restriction pursuant to
Rule 144.

    


    “Registration Statement” shall
mean any registration statement of the Company that covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits, and all material incorporated
by reference in such Registration Statement.

    


    “Rule 144” shall mean Rule 144
promulgated under the Securities Act and any successor or substitute rule, law
or provision.

    


    “Rule 415” shall mean Rule 415
promulgated under the Securities Act and any successor or substitute rule, law
or provision.

    


    “Securities Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations
thereunder.

    


    “Shares” shall mean shares of
common stock, par value $0.0001 per share, of the Company.

    


    “Shelf Demand Registration”
shall have the meaning set forth in Section 4(a).

    


    2.           Effectiveness.   This
Agreement shall become effective and legally binding upon the Effective
Time.

     


    
      
         


      

      
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    3.           Demand
Registration.

     

    (a)           Request for
Registration.      The Holder shall have
the right to cause the Company to file under the Securities Act a Registration
Statement with respect to all or a portion of such Holder’s Registrable
Securities in the Company (or, if the registering entity is an entity other than
the Company, a number of Registrable Securities representing all or a portion of
such Holder’s indirect interests in such registering entity and upon the
effectiveness of such Registration Statement, if such Holder’s Shares have not
previously been exchanged for such Registrable Securities, to effect such
exchange in accordance with the terms of the Agreement) (a “Demand Registration”)
and to use commercially reasonable efforts to cause such Registration Statement
to become effective; provided, however, that (i) the
Holder shall not be entitled to effect a Demand Registration more than twice
(2), and (ii) the Company shall not be required to file and cause to become
effective more than one (1) Registration Statement in any twelve (12) month
period.  If the Company furnishes to the Holder requesting a
Registration Statement pursuant to this Section 3(a) a certificate signed by the
Chief Executive Officer or President of the Company within fifteen (15) days of
receipt of the Demand Registration stating that, (x) in the good faith judgment
of the Board such Registration Statement would result in a premature disclosure
of a matter the Board has determined would not be in the best interest of the
Company to be disclosed at this time or would have a material detrimental effect
on the Company or any material transaction contemplated by the Company, then the
Company shall have the right to defer such filing for a period of not more than
forty-five (45) days after the receipt of the Demand Registration or (y) the
Company has on file or has current plans (which are diligently pursued) to file
another registration statement with the Commission, other than a Form S-8
relating to employee shares or stock options, then the Company shall have the
right to defer the filing of the Registration Statement for a period of not more
than ninety (90) days after the receipt of the Demand
Registration.  Unless the Holder demanding the Demand Registration
shall agree in writing, no other party, including the Company, shall be
permitted to offer securities under any such Demand Registration.  The
Holder agrees that if the Company determines that there are material
developments which the Company determines require the filing of a post-effective
amendment to the Registration Statement, then the Holder agrees to refrain from
selling any Registrable Securities until the post-effective amendment is
declared effective.  The Company agrees to file and attempt to have
declared effective such post-effective amendment as soon as reasonably
practical.  Except as set forth in Section 8, the Company shall not be
deemed to have effected a Demand Registration unless and until such Demand
Registration is declared effective and the Registrable Securities registered
thereunder have been sold pursuant thereto. Any such Registration Statement
shall be subject to piggyback rights as described under Section 5
below.

     

    (b)           Priority on Demand
Registrations.      If the Company decides,
based on the advice of the managing underwriter(s), that the number of
Registrable Securities proposed to be sold in such Demand Registration exceeds
the number of securities that can be sold in such offering because of market
conditions or without an adverse effect on such offering, the Company will so
notify the Holder desiring to participate in such registration in writing and
include in such registration only the number of securities that, in the opinion
of the underwriter(s), can be sold; provided, however, that if the
Holder has requested inclusion in such Demand Registration and all Registrable
Securities that the Holder has requested to be included in such Demand
Registration pursuant to this Section 3 are not so included, then (i) no other
Person (other than the Holder) may sell securities in such registration and (ii)
the Holder shall be entitled to one additional Demand Registration hereunder
(with all expenses of registration relating to such additional registration to
be borne by the Company) on the same terms and conditions as would have applied
to the Holder had such earlier Demand Registration not been made.

     


    
      
         


      

      
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    (c)           Selection of
Underwriters.       If any Demand
Registration is an underwritten offering with respect to any issue of
Registrable Securities, the Company will select the investment banker or bankers
and manager or managers of nationally recognized standing to administer the
offering subject to the consent of the Holder of a majority of such Registrable
Securities to be included in such Demand Registration, such consent not to be
unreasonably withheld.  The right of the Holder to registration shall
be conditioned upon the Holder’s participation in such
underwriting.  If the Holder of Registrable Securities disapproves of
the terms of the underwriting, the Holder may, subject to Section 8 hereof,
elect to withdraw therefrom by written notice to the Company and the managing
underwriter.  The Registrable Securities and/or other securities so
withdrawn from the underwriting shall also be withdrawn from
registration.

     

    4.           Shelf
Registration.

     

    (a)           Subject
to the consent of a majority of the Board, the Holder shall have the right to
cause the Company to file a Registration Statement with the Commission on Form
S-3 (provided that the Company is eligible to use such form) for an offering to
be made on a continuous basis pursuant to Rule 415 of the Securities
Act.  The Company shall use its commercially reasonable efforts to
cause such Registration Statement to become effective and to maintain the
effectiveness of such shelf Registration Statement with respect to all or a
portion of the Holder’s Registrable Securities in the Company (a “Shelf Demand
Registration”), and to use commercially reasonable efforts to cause such
Registration Statement to become and maintain its effectiveness until such time
as may be determined by the consent of a majority of the Board and the
Holder.  If, however, the Company shall furnish to the Holder
requesting a Registration Statement pursuant to this Section 4 a certificate
signed by the Chief Executive Officer or President of the Company, within
fifteen (15) days of receipt of the Shelf Demand Registration, stating that, (i)
in the good faith judgment of the Board such Registration Statement would result
in a premature disclosure of a matter the Board has determined would not be in
the best interest of the Company to be disclosed at this time or would have a
material detrimental effect on the Company or any material transaction
contemplated by the Company, then the Company shall have the right to defer such
filing for a period of not more than forty-five (45) days after the receipt of
the Shelf Demand Registration, or (ii) the Company has on file or has current
plans (which are diligently pursued in good faith) to file another registration
statement with the Commission, other than a Form S-8 relating to employee shares
or stock options, then the Company shall have the right to defer the filing of
the Registration Statement for a period of not more than one hundred and eighty
(180) days after the receipt of the Shelf Demand Registration.  Unless
the Holder shall agree in writing, no other party, including the Company, shall
be permitted to offer securities under any such Form S-3
Registration.  Any such Shelf Demand Registration shall be subject to
piggyback rights as described under Section 5 below.

     

    (b)           Priority on Shelf Demand
Registrations.       If the Company
determines, based on the advice of the managing underwriter(s) (if the offering
contemplated by the Shelf Demand Registration is being underwritten) or the
Holder (if the offering is not being underwritten), that the number of
securities proposed to be sold in such Shelf Demand Registration exceeds the
number of securities that can be sold in such offering because of market
conditions or without an adverse effect on such offering, the Company will so
notify the Holder desiring to participate in such Shelf Demand Registration in
writing and include in such registration only the number of securities that, in
the opinion of such underwriter(s) (or the Holder, as the case may be) can be
sold.

     

    
      
         


      

      
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    5.           Piggyback
Registration.

     

    (a)           The
Holder is entitled to elect to participate, directly or indirectly, in a sale of
its Shares (i) if the Company proposes to register Registrable Securities (other
than (A) a registration on Form S-4, S-8, or a comparable form, or (B) a
registration of securities solely relating to an offering and sale to employees
pursuant to any employee stock plan or other employee benefit plan arrangement),
including as a part of a shelf registration, or (ii) if there is a proposed
Registration Statement pursuant to Section 3 above (any such proposed
registration described in clause (i) or (ii), a “Proposed
Registration”), in each case as described in paragraph (b)
below.

     

    (b)           The
Company shall provide written notice (the “Piggyback Notice”) to
the Holder of any Proposed Registration promptly following the Company’s
determination to effect a Proposed Registration or upon its receipt of notice of
such Registration Statement.  Such Piggyback Notice shall set forth
the principal terms and conditions of the issuance, including the proposed
offering price (or range of offering prices) and the anticipated filing date of
the Registration Statement.  The Holder shall have a period of ten
(10) Business Days from the date the Piggyback Notice is delivered to the Holder
(the “Piggyback
Election Period”) within which to elect to include all or a portion of
its Shares at the price and upon the terms specified in the Piggyback Notice, by
delivering an irrevocable written notice (the “Piggyback Election
Notice”) to the Company.  If the Holder does not deliver a
Piggyback Election Notice within the Piggyback Election Period, the Holder shall
be deemed to have irrevocably waived any and all rights under this Section 5
with respect to the Proposed Registration (but not with respect to future
Proposed Registrations in accordance with this Section 5).

     

    (c)           Underwritten
Offerings.

     

    (i)           In
the case of an underwritten offering under this Section 5, the Holder shall,
with respect to the Shares that the Holder then desires to sell, enter into an
underwriting agreement with the same underwriter(s) engaged by the Company with
respect to securities being offered by the Company, and the Company shall cause
such underwriter(s) to include in any such underwriting all of the Shares that
the Holder then desires to sell, subject to paragraph (ii) below; provided, however, that such
underwriting agreement is in substantially the same form as the underwriting
agreement that the Company enters into in connection with the primary offering
it is making.  If the Holder disapproves of the terms of any such
underwriting, the Holder may elect to withdraw therefrom by written notice to
the Company and the managing underwriter(s); provided, however, the Holder
must provide the Company with such written notice at least two days prior to the
effectiveness of such registration.  Any Registrable Securities
excluded or withdrawn from such an underwriting shall be withdrawn from such
registration.

     

    
      
         


      

      
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    (ii)           The
aggregate number of Registrable Securities to be included in a Proposed
Registration in the case of an underwritten offering shall not exceed the number
of Registrable Securities that the managing underwriter(s) in good faith advise
the Company in writing that can be sold in such offering without being likely to
have a material and adverse effect on the price, timing, or distribution of the
Registrable Securities offered or the market for such Registrable
Securities.  If the Company decides, based on the advice of the
managing underwriter(s) with respect to such underwritten offering, that the
number of securities to be offered by selling security holders be reduced
because of market conditions or because the offering would be materially and
adversely affected, then the Company will so notify the selling security holders
in writing and such securities shall be reduced by such amount as the managing
underwriter may determine, which reduced number of securities shall be included
in the offering selected.  Such Registrable Securities shall be
subject to the following priority: (A) first, to the Company for any Registrable
Securities that it proposes to issue and sell for its own account; (B) second,
to the Holder participating in such offering (but not to exceed the amount
requested to be included in the Holder’s Piggyback Election Notice); and (C)
thereafter, to the extent available, to any other Persons (for whom the Company
is obligated to register Registrable Securities pursuant to other registration
rights agreements), as nearly as possible pro rata based on the number of
securities such Persons have requested to be included herein.  In the
case of a Proposed Registration that is initiated by the Holder pursuant to its
Demand Registration Rights, such Registrable Securities shall be subject to the
following priority: (A) Holder pursuant to the Registration Rights Agreement, in
accordance with its percentage interest (but not to exceed the amount requested
to be included in such Holder’s Piggyback Election Notice); (B) to the Company
for any Registrable Securities that it proposes to issue and sell for its own
account; and (C) thereafter, to the extent available, to any other Persons (for
whom the Company is obligated to register Registrable Securities pursuant to
other registration rights agreements), as nearly as possible pro rata based on
the number of securities such Persons have requested to be included
herein.

     

    6.           Information.

     

    (a)           Upon
making a request pursuant to Section 3, 4 or 5, the Holder shall specify the
number of Shares of Registrable Securities to be registered on its behalf and
the intended method of disposition thereof; provided, however, upon making
a request pursuant to Section 3 or 4 if the Holder specifies one particular type
of underwritten offering, such method of disposition shall be the type of
underwritten offering or a series of such underwritten offerings used in
connection with the disposition pursuant to such Registration
Statement.

     

    (b)           The
Company may require the Holder to furnish in writing to the Company such
information regarding itself and the distribution of Registrable Securities as
the Company may from time to time reasonably request in writing in order to
comply with the Securities Act.  The Holder agrees to supply the
Company as promptly as practicable with such information and to notify the
Company as promptly as practicable of any inaccuracy or change in information
they have previously furnished to the Company.  The Company shall not
be obligated to pursue any Registration Statement for which the Holder does not
timely furnish such information regarding itself and the distribution of the
Registrable Securities as may be required under the Securities Act.

     

    
      
         


      

      
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    7.           Registration
Procedures.        If and
whenever the Company is required by the provisions of Section 3 or 4 to effect a
registration under the Securities Act and whenever the Holder has requested
inclusion in a Company’s registration under Section 5, the Company will, at its
expense, as expeditiously as practicable, but in no event later than ninety (90)
days after receipt of a request registration pursuant to the terms of Section 3,
4 or 5:

     

    (a)           Prepare
and file with the Commission a Registration Statement on Form S-1, Form S-3, or
such other form as may be utilized by the Company and as shall permit the
disposition of the Registrable Securities in accordance with the intended method
or methods thereof, as specified in writing by the Holder thereof;

     

    (b)           In
accordance with the Securities Act and the rules and regulations of the
Commission, use commercially reasonable efforts to prepare and file with the
Commission a Registration Statement in the form of an appropriate Registration
Statement with respect to the Registrable Securities to be covered thereby and
use commercially reasonable efforts to cause such Registration Statement to
become and remain continuously effective until the earlier of (i) the time that
all of the Registrable Securities covered by such Registration Statement have
been sold in accordance with the intended methods of disposition of the seller
or sellers set forth in such Registration statement and (ii) one (1) year after
such Registration Statement has been declared effective; provided, that if for
any portion of such one (1) year period the Registration Statement is not
effective or if the Holder is required to refrain from selling Registrable
Securities pursuant to Section 3(a), then such one (1) year requirement for
maintaining the effectiveness of the Registration Statement shall be extended by
the length of such interruption(s), and shall prepare and file with the
Commission such amendments to such Registration Statement and supplements to the
Prospectus contained therein as may be necessary to keep such Registration
Statement effective and such Registration Statement and Prospectus accurate and
complete during such period;

     

    (c)           Furnish
to the Holder participating in such registration (such Person being referred to
herein as a “Participant” in such
registration) such reasonable number of copies (including manually executed and
conformed copies) of the Registration Statement and Prospectus and such other
documents as such Participant may reasonably request (including all annexes,
appendices, schedules and exhibits), in order to facilitate the public offering
of the Registrable Securities;

     

    (d)           Use
commercially reasonable efforts to register or qualify the securities covered by
such Registration Statement under such state securities or blue sky laws of such
jurisdictions as such Participants may reasonably request, and do any and all
other acts and things that may be reasonably necessary under such securities or
blue sky laws to enable the Holder, underwriter(s), and agent(s) to consummate
the public sale or other disposition in such jurisdictions of the Registrable
Securities owned by the Holder; provided, however, that the
Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation in any jurisdiction in which it is not so
qualified or to subject itself to taxation in connection with any such
registration or qualification of such securities;

     

    
      
         


      

      
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    (e)           As
promptly as reasonably practicable, notify the Participant in such registration,
the managing underwriter(s), if any, thereof and the sales or placement
agent(s), if any, therefore, and, if requested by any such party, confirm such
notification in writing, (i) when a Prospectus or any Prospectus supplement has
been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has been filed with and declared effective by
the Commission, (ii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (iii) of any request by the Commission for the
amending or supplementing of such Registration Statement or Prospectus or for
additional information; (iv) of the occurrence of any event that requires the
making of any changes to the Registration Statement or related Prospectus so
that such documents will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading (and the Company shall as promptly as reasonably
practicable prepare and furnish to the Holder upon request, a reasonable number
of copies of a supplemented or amended Prospectus such that, as thereafter
delivered to the purchasers of the Registrable Securities, such Prospectus shall
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading), and
(v) of the Company’s determination that the filing of a post-effective amendment
to the Registration Statement shall be necessary or appropriate.  Upon
the receipt of any notice from the Company of the occurrence of any event of the
kind described in this Section 7(e)(ii) (but only with respect to the
jurisdiction suspending qualification), (iv) or (v), (A) the Holder,
underwriters and agents shall forthwith discontinue any offer and disposition of
the Registrable Securities pursuant to Registration Statement and, if so
directed by the Company, shall deliver to the Company all copies (other than
permanent file copies) of the defective Prospectus covering such Registrable
Securities that are then in the Holder’s, underwriters’ and agents’ possession
or control, and (B) the Company shall, as promptly as reasonably practicable,
thereafter take such action as shall be necessary to remedy such event to permit
the Holder (and the underwriter(s) and agent(s), if any) to continue to offer
and dispose of the Registrable Securities, including, without limitation,
preparing and filing with the Commission and furnishing to the Holder a
supplement or amendment to such Prospectus so that, as thereafter deliverable to
the purchasers of the Registrable Securities, such Prospectus will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

     

    (f)           As
promptly as reasonably practicable upon the request of the Participant in such
registration, prepare and file with the Commission the Registration Statement
and any amendments or supplements to such Registration Statement or Prospectus
that, in the reasonable opinion of counsel for the Participant, is required
under the Securities Act or the rules and regulations thereunder in connection
with the distribution of the Securities by the Participant or to otherwise
comply with the requirements of the Securities Act and such rules and
regulations.

     

    
      
         


      

      
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    (g)           Advise
the Participant in such registration, as promptly as reasonably practicable
after it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the Commission suspending the effectiveness of such
Registration Statement or the initiation or threatening of any proceeding for
that purpose and promptly use its commercially reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such stop order should
be issued;

     

    (h)           If
requested by any managing underwriter(s), any placement or sales agent or the
Holder, as promptly as reasonably practicable, incorporate in a Prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such managing
underwriter(s), such agent or such Holder specifies should be included therein
relating to the terms of the sale of such Registrable Securities, including,
without limitation, information with respect to the number of Registrable
Securities being sold by the Holder or agent or to any underwriter(s), the name
and description of the Holder, agent or underwriter(s), the offering price of
such Registrable Securities and any discount, commission or other compensation
payable in respect thereof, the purchase price being paid therefor by such
underwriter(s) and with respect to any other terms of the offering of the
Registrable Securities to be sold by the Holder or agent or to such
underwriter(s); and make all required filings of such Prospectus supplement or
post-effective amendment as promptly as reasonably practicable after
notification of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

     

    (i)           Otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to the Company’s
security holders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act, no later than forty-five (45) days after the end of any
twelve (12) month period (or ninety (90) days, if such a period is a fiscal
year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of a Registration Statement;

     

    (j)           Not
file any amendment or supplement to such Registration Statement or Prospectus to
which at least a majority in interest of the Participant in such registration
has reasonably objected on the grounds that such amendment or supplement does
not comply in all material respects with the requirements of the Securities Act
or the rules and regulations thereunder, after having been furnished with a copy
thereof at least three (3) business days prior to the filing thereof, unless the
Company shall have been advised in writing by its counsel that such amendment is
required under the Securities Act or the rules or regulations adopted thereunder
in connection with the distribution of Securities by the Company or the
Participant;

     

    (k)           Use
commercially reasonable efforts to obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, that may be
required to effect such registration or the offering or sale in connection
therewith or to enable the Holder to offer, or to consummate the disposition of,
the Registrable Securities; and

     

    
      
         


      

      
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    (l)           Furnish
to the Holder or the managing underwriter(s), if any, on a timely basis and at
the Company’s expense, certificates free of any restrictive legends representing
ownership of the Registrable Securities being sold in such denominations and
registered in such names as the Holder or managing underwriters shall request,
and notify the transfer agent of the Company’s securities that it may effect
transfers of the Registrable Securities upon notification from the Holder that
it has complied with this Agreement and the Prospectus delivery requirements of
the Securities Act.

     

    8.           Expenses of
Registration.       All expenses
incurred in connection with the registration of the Registrable Securities
pursuant to this Agreement (excluding underwriting, brokerage and other selling
commissions and discounts), including without limitation all registration and
qualification filing fees, printing, and fees and disbursements of counsel for
the Company (collectively, “Registration
Expenses”), shall be born by the Company.  Notwithstanding the
foregoing, if a request for a Demand Registration pursuant to Section 3 is made
and is subsequently withdrawn at the request of the Holder, the Holder shall
bear the Registration Expenses incurred prior to the withdrawal of such request
(and such request and all actions of the Company with respect thereto shall not
be counted as one of the Demand Registrations to which the Holder is entitled
under this Agreement), unless the Holder elects to have such request count as
one of the Demand Registrations to which the Holder is entitled under this
Agreement, in which case the Company shall bear all Registration Expenses with
respect thereto; provided, however; that if at
the time of such withdrawal, the Holder has learned of a material adverse change
in the condition, business or prospects of the Company from that known to the
Holder at the time of its request, then the Holder shall not be required to pay
any of such Registration Expenses and such request shall not be counted as one
of the Demand Registrations to which the Holder is entitled under this
Agreement.  In all cases, the Holder will be responsible for, if
applicable, underwriters discounts, brokerage or other selling commissions and
fees and disbursements of counsel for the Holder.

     

    9.           Indemnification and
Contribution.

     

    (a)           Indemnification by the
Company.      To the extent permitted by
law, the Company (the “Company Indemnifying
Party”) will indemnify and hold harmless the Holder, any investment
banking firm acting as an underwriter for the Holder, any broker/dealer acting
on behalf of the Holder and each officer and director of the Holder, such
underwriter, such broker/dealer and each person, if any, who controls such
selling Holder, underwriter or broker/dealer within the meaning of the
Securities Act (the “Holder Indemnified
Parties”), against any costs or expenses (including reasonable attorneys’
fees), judgments, fines, losses, claims, damages or liabilities, joint or
several (collectively, “Losses”), to which
they may become subject under the Securities Act or otherwise, insofar as such
Losses arise out of or are based upon any untrue or alleged untrue statement of
any material fact contained in the Registration Statement, in any preliminary
Prospectus or final Prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary Prospectus or
final Prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading in light of the
circumstances in which they are made; and will reimburse the Holder Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending against any such Losses; provided, however, that the
indemnity agreement contained in this Section 9(a) shall not apply to
amounts paid in settlement of Losses if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any Losses to the extent that
it arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in connection with the
Registration Statement, any preliminary Prospectus or final Prospectus relating
thereto or any amendments or supplements to the Registration Statement or any
such preliminary Prospectus or final Prospectus, in reliance upon and in
conformity with written information furnished expressly for use in connection
with the Registration Statement or any such benefit of the Holder with respect
to any person asserting loss, damages, liability or action as a result of the
Holder selling Registrable Securities in violation of Section 5(c) of the
Securities Act.


    
      
         


      

      
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    (b)           Indemnification by
Holder.     To the extent permitted by law, the
Holder (“Holder
Indemnifying Party” and collectively with the Company Indemnifying Party,
each an “Indemnifying
Party”) will indemnify and hold harmless the Company, each of its
officers and directors, each person, if any, who controls the Company within the
meaning of the Securities Act, any investment banking firm acting as underwriter
for the Company, or any broker/dealer acting on behalf of the Company (“Company Indemnified
Parties” and collectively with the Holder Indemnified Parties, each an
“Indemnified
Party”), against any such Losses to which the Company or any such
director, officer, controlling person, underwriter, or broker/dealer may become
subject to, under the Securities Act or otherwise, insofar as such Losses arise
out of or are based upon any untrue or alleged untrue statement of any material
fact contained in the Registration Statement or any preliminary Prospectus or
final Prospectus, relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary Prospectus or final Prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances in which they
are made, in each case to the extent and only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Registration Statement, in any preliminary Prospectus or final Prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary Prospectus or final Prospectus, in reliance
upon and in conformity with written information furnished by the Holder for use
in connection with the Registration Statement or any preliminary Prospectus or
final Prospectus related thereto; and the Holder will reimburse any legal or
other expenses reasonably incurred by the Company Indemnified Parties in
connection with investigating or defending any such Losses; provided, however, that the
liability of the Holder hereunder shall be limited to the gross proceeds (net of
underwriting discounts and commissions, if any) received by the Holder from the
sale of Registrable Securities covered by the Registration Statement, except in
the case of fraud or willful misconduct and provided, further,
however, that
the indemnity agreement contained in this Section 9(b) shall not apply to
amounts paid in settlement of any such Losses if such settlement is effected
without the consent of the Holder against which the request for indemnity is
being made (which consent shall not be unreasonably withheld).

     

    
      
         


      

      
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    (c)           Conduct of Indemnification
Proceedings.       Promptly after
receipt by an Indemnified Party under this Section 9 of notice of the
commencement of any action, such Indemnified Party will, if a claim in respect
thereof is to be made against the Indemnifying Party under this Section 9,
notify the Indemnifying Party in writing of the commencement thereof and the
Indemnifying Party shall have the right to participate in and, to the extent the
Indemnifying Party desires, jointly with any other Indemnifying Party similarly
noticed, to assume at its expense the defense thereof with counsel mutually
satisfactory to the Indemnifying Parties with the consent of the Indemnified
Party (which consent will not be unreasonably withheld, conditioned or
delayed).  In the event that the Indemnifying Party assumes any such
defense, the Indemnified Party may participate in such defense with its own
counsel and at its own expense, provided, however, that the
counsel for the Indemnifying Party shall act as lead counsel in all matters
pertaining to such defense or settlement of such claim and the Indemnifying
Party shall only pay for such Indemnified Party’s expenses for the period prior
to the date of its participation on such defense.  The failure to
notify an Indemnifying Party promptly of the commencement of any such action, if
materially prejudicial to his ability to defend such action, shall relieve the
Indemnifying Party of any liability to the Indemnified Party under this Section
9 to the extent of such prejudice, but the omission to so notify the
Indemnifying Party will not relieve the Indemnifying Party of any liability
which he may have to any Indemnified Party otherwise other than under this
Section 9.  Notwithstanding anything to the contrary herein, without
the prior written consent of the Indemnified Party, the Indemnifying Party shall
not be entitled to settle any claim, suit or proceeding unless in connection
with such settlement the Indemnified Party receives an unconditional release
with respect to the subject matter of such claim, suit or proceeding and such
settlement does not contain any admission of fault by the Indemnified
Party.

     

    (d)           Contribution.      If
a claim for indemnification under Sections 9(a) or 9(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), or contribution
under the Securities Act may be required on the part of any Indemnified Party,
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, on the basis of relative fault as well as any other
relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the applicable Holder on
the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The Company and the Holder agree that it would not be just
and equitable if contribution pursuant to this Section 9(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section
9(d).  The amount paid or payable by an indemnified party as a result
of the Losses referred to above in this Section 9 shall be deemed to include any
legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or
claim.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  Notwithstanding any other provision of this
Section 9(d), in no event shall the Holder be required to undertake liability to
any person under this Section 9(d) for any amounts in excess of the dollar
amount of the gross proceeds to be received by the Holder from the sale of the
Holder’s Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Registration Statement under
which such Registrable Securities are or were to be registered under the
Securities Act.


    
      
         


      

      
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    10.         Reports under the Securities
Act.       With respect to the Holder,
from the date of Closing until the date on which all of the Registrable
Securities that the Holder owns become freely transferable under Rule 144
promulgated under the Securities Act, the Company agrees to use commercially
reasonable efforts: (i) to make and keep public information available, as those
terms are understood and defined in the General Instructions to Form S-3, or any
successor or substitute form, and in Rule 144, (ii) to file with the Commission
all reports and other documents required to be filed by an issuer of securities
registered under Sections 13 or 15(d) of the Securities Act, and (iii) if such
filings are not available via EDGAR, to furnish to the Holder as long as the
Holder owns or has the right to acquire any Registrable Securities prior to the
applicable termination date described above, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company under Sections 13 or 15(d) of the Securities Act as may be
reasonably requested in availing the Holder of any rule or regulation of the
Commission permitting the selling of any such Registrable Securities without
registration.

     

    11.         Entire
Agreement.      This Agreement constitutes
and contains the entire agreement and understanding of the parties with respect
to the subject matter hereof, and it also supersedes any and all prior
negotiations, correspondence, agreements or understandings with respect to the
subject matter thereof.

     

    12.         Miscellaneous.

     

    (a)           Term.     Except
as otherwise provided herein, this Agreement and the obligations of the Company
hereunder shall terminate on the earlier of: (i) the first date on which no
Registrable Securities remain outstanding, or (ii) the five-year anniversary of
the effectiveness of the Registration Statement.

     

    (b)           Notices.       Any
notices, reports, or other correspondence (hereinafter collectively referred to
as “correspondence”)
required or permitted to be given hereunder shall be sent by courier (overnight
or same day) or telecopy or delivered by hand to the party to whom such
correspondence is required or permitted to be given hereunder.  The
date of giving any notice shall be the date of its actual receipt.

     

    
      
         


      

      
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    (c)           Governing
Law; Submission to Jurisdiction.   This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to principles of conflicts of laws of such state, and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors or permitted assigns. The parties also hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of
the State of New York for any actions, suits or proceedings arising out of or
relating to this Agreement and the transactions contemplated hereby (and agree not to commence any
action, suit or proceeding relating thereto except in such courts, and further
agree that service of any process, summons, notice or document by U.S.
registered mail shall be effective service of process for any action, suit or
proceeding brought against such party in any such
court).  The
parties hereby irrevocably and unconditionally waive any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of New York, and
hereby further irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.

     

    (d)           Waiver of
Jury Trial.   Each party acknowledges and agrees that
any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury in any action,
suit proceeding or counterclaim brought by either of them against the other in
any matters arising out of or in any way connected with this
agreement.

     

    (e)           No
Recourse.   Notwithstanding anything that may be expressed
or implied in this Agreement, the Company and the Holder, agree and acknowledge
that no recourse under this Agreement or any documents or instruments delivered
in connection with this Agreement shall be had against any current or future
director, manager, officer, employee, general or limited partner or member of
the Holder or of any Affiliate or assignee thereof, as such, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by
virtue of any statute, regulation or other applicable law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise be incurred by any current or future manager officer,
agent or employee of the Holder or any current or future member of the Holder or
any current or future director, manager, officer, employee, partner or member of
the Holder or of any Affiliate or assignee thereof, as such, for any obligation
of the Holder under this Agreement or any documents or instruments delivered in
connection with this Agreement for any claim based on, in respect of or by
reason of such obligations or their creation.

     

    (f)           Successors and
Assigns.     This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, and their respective
successors and assigns.  If any transferee of the Holder shall acquire
any Shares, in any manner, whether by operation of law or otherwise, such Shares
shall be held subject to all of the terms of this Agreement, and by taking and
holding such securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this
Agreement.  If Holder transfers Shares to more than one transferee in
any manner, whether by operation of law or otherwise, by taking and holding such
securities, such transferees shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement, and
will be deemed to hold the Shares subject to the terms of this Agreement as a
unit, such that any rights due to Holder will be applicable to the transferees
and must be exercised by the transferees as a group, pro rata.  In the
event of such a transfer to multiple transferees, Holder will provide the
Company written notice of the transfer and the contact information for the
representative of the transferees.  In the absence of an agreement to
the contrary among the transferees, transferees holding rights in a majority of
the Shares shall be entitled to bind the other transferees to elections made
hereunder.


    
      
         


      

      
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    (g)           Confidentiality.       Except
as required by law or other legal proceeding, each party hereto will maintain in
confidence, any nonpublic or confidential proprietary information furnished to
them by or on behalf of any other party hereto or its representatives in
connection with this Agreement or the transactions contemplated hereby and will
not use, or capitalize upon, any such information other than in connection with
this Agreement.  All information provided under this Agreement shall
be deemed confidential; provided, however, that
information shall not be deemed confidential if (a) at the time of disclosure,
such information is generally available to and known by the public (other than
as a result of a disclosure directly by the recipient or any of its
representatives), (b) such information was available to the recipient on a
non-confidential basis from a source that is not and was not prohibited from
disclosing such information to the recipient by a contractual, legal or
fiduciary obligation, (c) such information is known to the recipient prior to or
independently of its relationship with the party providing such information, (d)
the information is included in a Registration Statement filed pursuant to this
Agreement, or (e) the party hereto disclosing such information is advised by
counsel that such information is required to be disclosed by applicable law or
regulation.

     

    (h)           Severability.       In
the event that any one or more of the provisions contained in this Agreement or
in any other instrument referred to herein shall, for any reason, be held to be
invalid, illegal or unenforceable, such illegality, invalidity or
unenforceability shall not affect any other provisions of this
Agreement.

     

    (i)           Headings.       Section
headings are inserted herein for convenience only and shall not affect the
interpretation or be deemed to form a part of this Agreement.  Unless
otherwise indicated, reference in this Agreement to a Section shall be deemed to
refer to such Section of this Agreement.

     

    (j)           Inspection.       So
long as this Agreement shall be in effect, this Agreement shall be made
available for inspection by the Holder or the Company at the principal offices
of the Company.

     

    (k)           Waiver.       No
failure or delay on the part of the parties hereto in exercising any right,
power or privilege hereunder, nor any course of dealing between the parties
hereto shall operate as a waiver of any such right, power or privilege nor shall
any single or partial exercise of any such right, power or privilege preclude
the simultaneous or later exercise of any other right, power or
privilege.  The rights and remedies herein expressly provided are
cumulative and are not exclusive of any rights or remedies that the parties or
any of them would otherwise have.  No notice to or demand on the
Company in any case shall entitle the Company to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the other parties hereto to take any other or further action in any
circumstances without notice or demand.

     


    
      
         


      

      
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    (l)           Parties in
Interest.       Nothing in this
Agreement, whether expressed or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties to it and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns, nor is anything in this
Agreement intended to relieve or discharge the obligations or liability of any
third persons to any party to this Agreement, nor shall any provision give any
third persons any right of subrogation or action over or against any party to
this Agreement.

     

    (m)           Counterparts.    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  The exchange of a fully executed Agreement (in
counterparts or otherwise) and any amendment hereto delivered by fax or email
transmission shall be sufficient to the bind the parties hereto to the terms and
conditions of this Agreement and any amendment hereto.

     

    (n)           Further
Assurances.       Each of the parties
shall, and shall cause their respective Affiliates to, use its commercially
reasonable efforts to execute such documents and perform such further acts as
may be reasonably required or desirable to carry out or to perform the
provisions of this Agreement.

       

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    IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date and year first above written.


      


    
      
        
          
            
              	
                      CORPORATE
      RESOURCE SERVICES, INC.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Jay Schecter

                    
	 
      	
                       Name:  Jay
      Schecter

                    
	 
      	
                       Title:  CEO
      and Secretary

                    
	 
      	 
      
	
                      STOCKHOLDER:

                    
	 
      	 
      
	
                      TS
      STAFFING CORP.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Robert Cassera

                    
	 
      	
                       Name:  Robert
      Cassera

                    
	 
      	
                       Title:  President
      and
Treasurer

                    


            

          

        

      

    

    


    
      Signature
Page to Registration Rights Agreement