MASTER
SERVICES AGREEMENT

     

    (PEO
Services)

     

    This MASTER SERVICES AGREEMENT (“Master Agreement”) is
entered into on August 27, 2010, between TSE-PEO, Inc., a New York corporation
(“Tri-State” or
“TSE”) and
Corporate Resource Services, Inc., a Delaware corporation (“CRS”).  Capitalized
terms used in this Master Agreement that are not defined in the Master Agreement
are as defined in the attached Terms and Conditions, which are hereby
incorporated by reference and made a part of this Master Agreement.

     

    WHEREAS, CRS is a holding company that,
though its operating subsidiaries (the “Operating Companies”
or, individually, an “Operating Company”),
is a  national provider of diversified staffing, recruiting and
consulting services, including temporary staffing services, with a focus on
light industrial services and clerical and administrative support;
and

    


    WHEREAS, TSE is a professional employer
organization and provides a range of administrative and other services to
employers, including to staffing companies such as the Operating Companies
(collectively referred to as “PEO Services”);
and

    


    WHEREAS, TSE has provided PEO Services
to CRS and to each of the existing Operating Companies pursuant to client
service agreements entered into between TSE and each Operating Company;
and

    


    WHEREAS, TSE is an affiliate of
Tri-State Employment Services, Inc, the majority stockholder of CRS, and is
therefore an affiliate of CRS; and

    


    WHEREAS, CRS and TSE desire to enter
into this Master Agreement to set out the general terms and conditions that will
apply to all PEO Services that may be provided by TSE to CRS and to any
Operating Company.

    


    NOW THEREFORE, the parties agree as
follows:

    


    1.           Services to be
Provided.

     

    (a)             TSE
agrees to provide to CRS and the Operating Companies, from time to time at the
request of CRS or an Operating Company, PEO Services in accordance with the
Terms and Conditions attached hereto and made a part of this Master
Agreement.  If CRS or an Operating Company requests TSE to provide PEO
Services, then TSE shall provide those PEO Services set forth on the attached
Schedule A (the “Services Schedule”),
to either CRS or those Operating Companies, as applicable, set forth on Schedule
B attached hereto (as may be amended from time to time).  The Services
Schedule shall be subject to the terms of this Master Agreement, including the
Terms and Conditions.

     

    [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)             If
CRS requests that TSE provide PEO Services to an Operating Company (whether
currently owned by CRS or hereafter formed or acquired), not currently on
Schedule B, Schedule B shall be amended accordingly to include such Operating
Company or CRS, if CRS seeks to obtain PEO Services from TSE.

     

    (c)             Each
Operating Company shall have the right to enter into such agreements and
arrangements with its customers and clients as it determines to be appropriate
in its sole discretion, and shall have the sole authority, responsibility
and discretion with regard to all matters relating to such clients and
customers.

     

    2.           Fees and
Payments.

     

    (a)             Gross
Wages.  CRS or the relevant Operating Company shall be
responsible for reimbursing TSE for all compensation paid to or on behalf of
Assigned Employees (“gross wages”) at pay rates agreed to by CRS or the relevant
Operating Company and TSE and set forth in the particular Services Schedule or
an addendum to the Services Schedule (as amended from time to
time).  “Gross wages” shall include all agreed on wages and
compensation for the Assigned Employees, including overtime, vacation, sick
leave and holiday pay.

     

    (b)             Administrative
Fee.   CRS or the applicable Operating Company shall pay
to TSE an administrative fee equal to ***.

     

    (c)             Most Favored
Nations.  TSE agrees that all service fees and other fees to be
paid pursuant to Section 2(b) shall be consistent with the service fees and
other fees charged by independent third parties providing comparable PEO
Services in the geographic market and industry applicable to the Assigned
Employees and the Operating Company or CRS, as the case may be.  TSE
further covenants and agrees that the service fees and other fees to be charged
pursuant to Section 2(b), taken as a whole, shall be no higher than the service
fees and other fees, taken as a whole, charged by TSE or any affiliate of TSE to
any third party for comparable PEO Services in the geographic market and
industry applicable to the Assigned Employees.

     

    3.           Exclusivity.  TSE
and CRS confirm that TSE and its affiliates currently provide, and will continue
to provide, PEO Services to third parties, and that CRS and any of the Operating
Companies may obtain PEO Services from any third party or may elect not to
obtain PEO Services from TSE or from any other party.

     

    4.           Books and
Records.  TSE hereby acknowledges that CRS and the Operating
Companies are obligated, pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, as amended (“Section 404”), to
maintain adequate internal controls and procedures for financial reporting and
to assess the effectiveness of such internal controls and
procedures.  TSE agrees to cooperate with and assist CRS with its
obligations in connection with the PEO Services.   In furtherance
of the foregoing, TSE shall at all times during the term of this Master
Agreement maintain and keep books, records and accounts that, in reasonable
detail, accurately and fairly reflect all transactions, under this Master
Agreement, and each Service Schedule, between TSE, on the one hand, and CRS or
any Operating Company, on the other hand.  TSE hereby agrees to make
such books, records and accounts available to CRS, the Operating Companies, or
their designees for purposes of compliance with Section 404 and any other
applicable laws or regulations to which CRS or any Operating Company is
subject.

     

    [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Term.  This
Master Agreement shall be effective as of August 22, 2010 and shall be in force
through the later of December 31, 2011 or the last date of expiration of a
Service Schedule, and shall automatically be renewed for successive one year
periods (and for the length of the term of each Service Schedule) unless either
party gives the other not less than 60 days notice prior to the applicable
expiration date.

     

    6.           Governing
Law.  This Master Agreement, and each Service Schedule, shall
be governed by and construed in accordance with the laws of the State of New
York, applicable to contracts made and wholly performed in such
state.   All disputes arising under this Master Agreement or any
Service Schedule shall be resolved exclusively through arbitration as set forth
in the Terms and Conditions.

     

    7.           Notices.  All
notices and other communications required or permitted under this Master
Agreement shall be in writing, shall be delivered by mail, reputable overnight
courier, by personal delivery or by fax to the addresses set forth on the
signature page to this Master Agreement and shall be effective when
received.

     

    8.           Counterparts.  This
Master Agreement may be executed in more than one counterpart, each of which
shall be deemed to be an original and all of which taken together shall be a
single agreement.

     

    9.           Amendments and
Waivers.  Any amendment to this Master Agreement shall be in
writing executed on behalf of the parties.  Any waiver of any
provision of this Master Agreement or the Terms and Conditions shall be in
writing in order to be effective.

     

    [Signatures
on next page]

     

    [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Master Agreement as of the date first set forth
above.

     

    
      
        	
                TSE-PEO,
      Inc.

              
	 
      
	
                By:

              	
                /s/ Robert Cassera

              
	
                Name/Title:  Robert
      Cassera/President

              
	 
      
	
                Notice
      Address:

              
	
                160
      Broadway, 15th
      Floor

              
	
                New
      York, NY  10038

              
	
                Fax
      No:  212-346-9601

              
	
                Attn:  Robert
      Cassera

              
	 
      
	
                CORPORATE
      RESOURCE SERVICES, INC.

              
	 
      
	
                By:

              	
                /s/ Jay Schecter

              
	
                Name/Title:  Jay
      Schecter/CEO and Secretary

              
	 
      
	
                Notice
      Address:

              
	
                160
      Broadway, 15th
      Floor

              
	
                New
      York, NY  10038

              
	
                Fax
      No:  212-346-9601

              
	
                Attn:  Jay
      Schecter

              


      

    

    


    [***] The
portions of this document marked with three asterisks represent confidential
portions omitted and filed separately with the Securities and Exchange
Commission.