Exhibit
10.4

     

    CONSULTING
AGREEMENT

    
       

      
        

      

    

     

    THIS
CONSULTING AGREEMENT (this “Agreement”) is made
and entered into this 24th day of
March, 2010, and shall be effective as of the Closing Date (as such term is
defined in the Asset Purchase Agreement (as hereinafter defined)) (the “Effective Date”), by
and between Corporate Resource Development Inc., a Delaware corporation
(“Buyer”) and Eric Goldstein (the “Consultant”).
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Asset Purchase Agreement (as defined below).

     

    W I T N E
S S E T H:

     

    WHEREAS,
Buyer has entered into a Foreclosure and Asset Purchase Agreement, on the date
hereof (the “Asset
Purchase Agreement”), with Rosenthal & Rosenthal, Inc., the
Consultant, GT Systems Inc. (“GT”), certain of GT’s
operating affiliates party thereto (the “Operating Affiliates”
and collectively with GT and the Consultant, “Obligors”), and
certain other persons party thereto;

     

    WHEREAS,
pursuant to the Asset Purchase Agreement, Buyer purchased assets relating to the
temporary and permanent placement of employees (excluding the business related
to the temporary and permanent placement of employees in the light industrial
industry and for translation and interpreting services, the “Business”);

     

    WHEREAS,
the Consultant has a 100% ownership interest in GT and the Operating Affiliates
and, pursuant to the Asset Purchase Agreement, transferred the goodwill
associated with the Purchased Assets;

     

    WHEREAS,
the Consultant has specialized and unique skills, knowledge and contacts with
respect to the Business; and

     

    WHEREAS,
Buyer desires to retain the Consultant as a consultant in order to assist Buyer
in the maintenance and development of the Business.

     

    NOW,
THEREFORE, in consideration of the terms and mutual undertakings herein
contained, Buyer and the Consultant hereby agree as follows:

     

    1. Consulting Services; Term;
Termination for Cause.  Commencing on the Effective Date and,
unless extended as provided herein, ending on the third anniversary of the
Effective Date (such period, the “Term”), the
Consultant agrees to make himself reasonably available to provide to Buyer the
consulting services (the “Consulting Services”)
described on Exhibit
A hereto. The Consultant shall provide such Consulting Services during
regular business hours and otherwise as and to the extent described on Exhibit A
hereto.  The Consultant shall report to the President and Chief
Executive Officer of Corporate Resource Services, Inc. (“CRS”) or such other
person acting in such capacity or such other senior executive officer of CRS as
may be acting in such capacity (such person to whom the Consultant shall report,
the “CEO”).  The
Consultant shall not have any responsibility or authority for the supervision or
management of the employees of CRS, Buyer or its subsidiaries.  The
Term may be extended by mutual agreement of the parties hereto in accordance
with Section 9(c).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Buyer may
end the Term at any time for Cause, effective upon delivery of prior written
notice to the Consultant.  For purposes of this Agreement, “Cause”
shall mean the Consultant’s (i) breach of his obligations set forth in Section 7
hereof, (ii) fraud or dishonesty in the course of the performance of his duties
hereunder, in either case resulting in material economic harm or material damage
to Buyer, or (iii) conviction or pleading guilty or nolo contendere to any
felony charge in connection with any acts committed by the Consultant on or
after the Effective Date.

     

    Upon the
expiration of the Term, (i) Buyer will pay (or cause to be paid) all accrued but
unpaid Consulting Compensation (as defined below) set forth on Exhibit A hereto and
expense reimbursements as of the date of such expiration; and (ii) this
Agreement will terminate except that Sections 3, 5, 6, 7 and 8 will continue in
full force and effect.

     

    2. Compensation and
Expenses.  As compensation for performing the Consulting
Services, Buyer will pay (or cause to be paid) to the Consultant the Consulting
Compensation set forth on Exhibit A hereto (the
“Consulting
Compensation”).  Buyer will reimburse the Consultant for any
and all reasonable, documented out-of-pocket expenses incurred by the Consultant
with Buyer’s prior written consent in performing the Consulting Services; provided, however, the
Consultant shall not be required to obtain such prior written consent with
respect to the incurrence of any expenses in performing the Consulting Services
of less than $500 in the aggregate per month.

     

    3. Confidentiality.  In
connection with performing the Consulting Services, the Consultant may come into
possession of information regarding Buyer and its parent, subsidiaries,
partners, manager, Affiliates and their respective representatives, agents,
employees, officers and directors (collectively, “Confidential
Information”).  During and after the Term, the Consultant
agrees to refrain from disclosing any Confidential Information to any person or
entity, except to the extent (i) required by law, regulation, subpoena or other
legal process or proceeding (and only after prior notice to Buyer); (ii)
required in connection with performing the Consulting Services; (iii)
Confidential Information is or becomes generally available to the public through
no action or omission of the Consultant; or (iv) Buyer has consented in writing
to such disclosure.  Upon the expiration of the Term or upon the
written request of Buyer, the Consultant will return to Buyer all Confidential
Information that has been provided to the Consultant.

     

    4. Independent Contractor
Status.  The relationship of the Consultant to Buyer in
performing the Consulting Services shall be that of an independent contractor,
and nothing contained in this Agreement shall create or imply a partnership,
joint venture, agency or employment relationship between the Consultant and
Buyer.  Without Buyer’s written consent, the Consultant, when acting
as a consultant under the terms of this Agreement, is not authorized to bind
Buyer or its parent or subsidiaries or to otherwise make any representation,
agreement or commitment on behalf of Buyer.  Buyer will not withhold
any federal, state or local payroll taxes or any state unemployment or similar
taxes in respect of the Consulting Compensation.  The Consultant will
be responsible for the payment of all applicable federal, state or local taxes
relating to the Consulting Compensation.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing, shall be addressed as follows, and shall be deemed to have been
duly given on the date of delivery:

     

    
      	
              If
      to Buyer:

            	 	
              Corporate
      Resource Development Inc.

            
	 
      	 	
              160
      Broadway, 15th
      Floor

            
	 
      	 	
              New
      York, New York 10038

            
	 
      	 	
              Telephone:  (212)
      346-7960

            
	 
      	 	
              Attention:  Jay
      Schecter

            
	 
      	 	 
      
	
              with
      a copy to:

            	 	
              Bryan
      Cave LLP

            
	 
      	 	
              1290
      Avenue of the Americas

            
	 
      	 	
              New
      York, NY 10104

            
	 
      	 	
              Telephone:
      (212) 541-2275

            
	 
      	 	
              Attention:
      Kenneth L. Henderson, Esq..

            
	 	 	 
	
              If
      to the Consultant:

            	 	
              Eric
      Goldstein

            
	 
      	 	
              64
      Osborn Road

            
	 
      	 	
              Harrison,
      New York. 10528

            
	 	 	 
	
              with
      a copy to:

            	 	
              Todtman,
      Nachamie, Spizz & Johns, P.C.

            
	 
      	 	
              425
      Park Avenue

            
	 
      	 	
              New
      York, New York  10022

            
	 
      	 	
              Telephone:
      (212) 754-9400

            
	 
      	 	
              Attention:  Alex
      Spizz, Esq.

            


    

     

    Either
party hereto may change its address for purposes of this Section 5 by giving the
other party hereto written notice of the new address in the manner set forth
above.

     

    6. Indemnity.  Except
to the extent caused by the negligence, fraud or intentional misconduct of the
Consultant or as a result of or in connection with a breach by the Consultant of
this Agreement, Buyer will indemnify and hold the Consultant harmless against
any and all liability of the Consultant arising out of any third party claim,
suit, action or proceeding (each a “Claim” and
collectively, “Claims”) in which the
Consultant is made a defendant so far as such Claim is based upon, with respect
to, or in connection with, or arises out of, results from, or relates to the
Consultant’s relationship with Buyer or the Consultant’s performance of the
Consulting Services, and shall pay all costs, including reasonable attorneys’
fees and expenses, incurred by or on behalf of the Consultant to defend such
Claims.  The Consultant shall not settle any matter that would give
rise to indemnification obligations of Buyer hereunder without Buyer’s prior
written approval.  It is expressly agreed and understood that the
indemnification obligation set forth in this Section 6 shall not apply to any
Excluded Liabilities (as such term is defined in the Asset Purchase Agreement)
or to any liability of Consultant arising or incurred prior to the Closing Date,
whether or not in connection with the Business.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    7. Non-Competition;
Non-Solicitation.

     

    
      	
               
      

            	
              (a)

            	
              The
      Consultant hereby acknowledges that he is familiar with the Business and
      the trade secrets and with other confidential information related to the
      Business.  The Consultant acknowledges and agrees that Buyer and
      General Employment would be irreparably damaged if the Consultant were to
      provide services to or otherwise participate in the business of any Person
      competing with the Business in a similar business and that any such
      competition by the Consultant would result in a significant loss of
      goodwill by Buyer and General Employment.  The Consultant
      further acknowledges and agrees that the covenants and agreements set
      forth in this Section 7 were good and sufficient consideration for the
      Consultant and were a material inducement to Buyer to enter into this
      Agreement and to perform its obligations hereunder, and that Buyer would
      not obtain the benefit of the bargain set forth in this Agreement as
      specifically negotiated by the parties hereto if the Consultant breached
      the provisions of this Section 7.  Therefore, the Consultant
      agrees, in further consideration of the Consulting Services and the
      goodwill of the Business sold by him, that during the three (3) year
      period after the Effective Date (the “Restricted
      Period”), the Consultant shall not (and shall cause his Affiliates
      not to) directly or indirectly own any interest in, manage, control,
      participate in (whether as an owner, officer, director, manager, employee,
      partner, agent, representative or otherwise), consult with, render
      services for, or in any other manner engage anywhere in New York, New
      Jersey, Pennsylvania, Connecticut, the District of Columbia and Florida
      (the “Restricted
      Territory”) in any business engaged directly or indirectly relating
      to the Business or the business engaged in by Buyer; provided that nothing
      herein shall prohibit the Consultant or any of his Affiliates from being a
      passive owner of not more than 2% of the outstanding stock of any class of
      a corporation which is publicly traded so long as none of such Persons has
      any active participation in the business of such corporation. The
      Consultant acknowledges that the Business and Buyer’s business have been
      conducted or are presently proposed to be conducted throughout the
      Restricted Territory and that the geographic restrictions and time
      periods, as well as all other restrictions and covenants contained in
      Section 7 are reasonable and necessary, and supported by good and valuable
      consideration, to protect the goodwill of Buyer’s business and the
      Business being transferred by Obligors pursuant to the Asset Purchase
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Consultant agrees that he shall not (and shall cause his Affiliates not
      to) directly, or indirectly through another Person during the Restricted
      Period, (i) induce or attempt to induce any employee of the Business, or
      any of their Affiliates to leave the employ of the Business, Buyer or any
      of their Affiliates, or in any way interfere with the relationship between
      the Business, Buyer or any of their Affiliates and any employee thereof,
      (ii) hire any person who was an employee of the Business, Buyer or any of
      their Affiliates at any time during the twelve-month period immediately
      prior to the date on which such hiring would take place (it being
      conclusively presumed by the parties so as to avoid any disputes under
      this Section 7(b) that any such hiring within such twelve-month period is
      in violation of clause (i) above), or (iii) call on, solicit or service
      any client, customer, supplier, licensee, licensor or other business
      relation of Buyer, the Business, or any of their Affiliates (including any
      Person that was a client, customer, supplier or other potential business
      relation of Buyer, the Business, or any of their Affiliates at any time
      during the twelve month period immediately prior to such call, solicit or
      service), induce or attempt to induce such Person to cease doing business
      with the Business, Buyer or any of their Affiliates, or in any way
      interfere with the relationship between any such customer, supplier,
      licensee, licensor or business relation and the Business, Buyer or any of
      their Affiliates (including making any negative statements or
      communications about the Business, Buyer or any of their
      Affiliates).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              If,
      at the time of enforcement of the covenants contained in this Section 7
      (the “Restrictive
      Covenants”), a court shall hold that the duration, scope or area
      restrictions stated herein are unreasonable under circumstances then
      existing, the parties agree that the maximum duration, scope or area
      reasonable under such circumstances shall be substituted for the stated
      duration, scope or area and that the court shall be allowed and directed
      to revise the restrictions contained herein to cover the maximum period,
      scope and area permitted by law.  The Consultant has consulted
      with legal counsel regarding the Restrictive Covenants and based on such
      consultation has determined and hereby acknowledges that the Restrictive
      Covenants are reasonable in terms of duration, scope and area restrictions
      and are necessary to protect the goodwill of the Business, Buyer’s
      business and the substantial investment in the Business made by General
      Employment and Buyer under the Asset Purchase
  Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      the Consultant or an Affiliate of the Consultant breaches, or threatens to
      commit a breach of, any of the Restrictive Covenants, Buyer shall have the
      following rights and remedies, each of which rights and remedies shall be
      independent of the others and severally enforceable, and each of which is
      in addition to, and not in lieu of, any other rights and remedies
      available to Buyer at law or in equity: (i) the right and remedy to have
      the Restrictive Covenants specifically enforced by any court of competent
      jurisdiction, it being agreed that any breach or threatened breach of the
      Restrictive Covenants would cause irreparable injury to the Business and
      Buyer and that money damages would not provide an adequate remedy to Buyer
      and that a bond of no more than $250 is sufficient to any action by Buyer
      for temporary or injunctive relief; and (ii) the right and remedy to
      require the Consultant to account for and pay over to Buyer any profits,
      monies, accruals, increments or other benefits derived or received by such
      Person as the result of any transactions constituting a breach of the
      Restrictive Covenants.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              In
      the event of any breach or violation by the Consultant of any of the
      Restrictive Covenants, the time period of such covenant shall be tolled
      until such breach or violation is
resolved.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Nothing
      contained in this Agreement shall prohibit the Consultant and any
      Affiliates of the Consultant, from (i) collecting any receivables of
      Obligors arising from the operation of the Business prior to the closing
      of the Asset Purchase Agreement, (ii) winding down the business of
      Obligors (other than the Business sold pursuant to the Asset Purchase
      Agreement), or (ii) actively participating or engaging in the business of
      the Excluded Industries.

            


    

     

    8. Assignment of Intellectual
Property.

     

    
      	
               
      

            	
              (a)

            	
              The
      Consultant will promptly disclose to Buyer any concept, idea, invention,
      discovery, improvement or material, whether subject to intellectual
      property protection or not, in any and all forms whatsoever (“Creations”),
      conceived or made by him, alone or with others at any time during its
      consultancy.  The Consultant agree that Buyer owns any such
      Creations, conceived or made by the Consultant alone or with others at any
      time during his consultancy, and the Consultant hereby assigns and agrees
      to assign to Buyer all rights he has or may acquire therein and agrees to
      execute any and all applications, assignments and other instruments
      relating thereto which Buyer deems necessary or
      desirable.  These obligations shall continue beyond the
      termination of his consultancy with respect to Creations and derivatives
      of such Creations conceived or made during his service with
      Buyer.  The Consultant understands that the obligation to assign
      Creations to Buyer shall not apply to any Creation which is developed
      entirely on the Consultant’s own time without using any of Buyer’s
      equipment, supplies, facilities, and/or Confidential Information unless
      such Creation (a) relates in any way to the Business or to the current or
      anticipated research or development of Buyer or any of its Affiliates
      (except any Creations which relate to the business of the Excluded
      Industries); or (b) results in any way from his work at
    Buyer.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Consultant will not assert any rights to any concept, material, invention,
      discovery, idea or improvement, in any and all forms whatsoever, relating
      to the business of Buyer or any of its Affiliates or to his duties
      hereunder as having been made or acquired by the Consultant prior to his
      work for Buyer, except for the matters, if any, described in Exhibit B to
      this Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              During
      the Term, if  the Consultant incorporates into a product or
      process of Buyer or any of its Affiliates anything listed or described in
      Exhibit
      B, Buyer is hereby granted and shall have an exclusive,
      royalty-free, irrevocable, perpetual, worldwide license (with the right to
      grant and authorize sublicenses) to make, have made, modify, use, sell,
      offer to sell, import, reproduce, distribute, publish, prepare derivative
      works of, display, perform publicly and by means of digital audio
      transmission and otherwise exploit as part of or in connection with any
      product, process or machine.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              The
      Consultant agrees to cooperate fully with Buyer, both during and after the
      Consultant’s service with Buyer, with respect to the procurement,
      maintenance and enforcement of copyrights, patents, trademarks and other
      intellectual property rights (both in the United States and foreign
      countries) relating to such Creations which are owned by Buyer
      hereunder.  The Consultant shall sign all papers, including,
      without limitation, copyright applications, patent applications,
      declarations, oaths, formal assignments, assignments of priority rights
      and powers of attorney, which Buyer may deem necessary or desirable in
      order to protect its rights and interests in any Creations.  The
      Consultant further agrees that if Buyer is unable, after reasonable
      effort, to secure the necessary signature on any such papers, any officer
      of Buyer shall be entitled to execute such papers as its, his or her agent
      and attorney-in-fact and the Consultant hereby irrevocably designates and
      appoints each officer of Buyer as its attorney-in-fact to execute any such
      papers on its behalf and to take any and all actions as Buyer may deem
      necessary or desirable in order to protect its rights and interests in any
      Creations, under the conditions described in this
    paragraph.

            


    

     

    9. Miscellaneous.

     

    
      	
               
      

            	
              (a)

            	
              Governing
      Law.  This Agreement shall be governed by, and construed
      in accordance with, the laws of the State of New York applicable to
      contracts executed in and to be performed entirely in that State, without
      regard to conflicts of laws principles thereof to the extent that the
      general application of the laws of another jurisdiction would be required
      thereby.  The parties hereto hereby irrevocably submit to the
      jurisdiction of any state or federal court sitting in the County of New
      York, State of New York, in any action or proceeding arising out of or
      relating to this Agreement, and the parties hereby irrevocably agree that
      all claims in respect of such action or proceeding may be heard and
      determined exclusively in such state or federal court.  The
      parties hereto hereby irrevocably waive, to the fullest extent permitted
      by law, any objection which they or any of them may now or hereafter have
      to the laying of the venue of any such action or proceeding brought in any
      such court, and any claim that any such action or proceeding brought in
      any such court has been brought in an inconvenient
  forum.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Severability.  The
      provisions of this Agreement shall be deemed severable and the invalidity
      or unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions
hereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Waivers and
      Amendments.  This Agreement may be amended, modified,
      superseded, canceled, renewed or extended, and the terms and conditions
      hereof may be waived, only by a written instrument executed by each of the
      parties hereto or, in the case of a waiver, by the party waiving
      compliance.  The failure of any party hereto at any time or
      times to require performance of any provision hereof shall in no manner
      affect the right at a later time to enforce such provision.  No
      waiver by any party of the breach of any term or covenant contained in
      this Agreement, whether by conduct or otherwise, in any one or more
      instances, shall be deemed to be, or construed as, a further or continuing
      waiver of any such breach, or a waiver of the breach of any other term or
      covenant contained herein.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the parties hereto with respect to the subject matter
      hereof and supersedes all other prior agreements and understandings, both
      written and oral, between the parties with respect to the subject matter
      hereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Assignment.  The
      Consultant may not assign this Agreement, or any right or obligation
      hereunder, without the prior written consent of Buyer.  Any such
      attempted assignment shall be null and void. Notwithstanding the
      foregoing, (i) this Agreement shall inure to the benefit of the
      Consultant’s estate and heirs and (ii) Consultant may, without the prior
      written consent of Buyer within 60 days of the Effective Date, assign his
      right to the Consulting Compensation hereunder to an Affiliate of the
      Consultant.  Upon receipt of written notice from the Consultant
      designating the Affiliate to which such right to the Consulting
      Compensation has been assigned, Buyer shall thereafter pay the Consulting
      Compensation directly to such Affiliate of the
  Consultant.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Audit
      Rights.  Buyer shall deliver to the Consultant, not less
      than once per calendar quarter, a detailed calculation of gross sales
      applicable to the preceding quarter. Upon delivery of the calculation of
      gross sales to the Consultant, Buyer shall provide the Consultant and his
      representatives, at the Consultant’s sole expense and not more often than
      once per calendar quarter, with reasonable access to the books, records
      and financial information relating to the Business and the Purchased
      Assets, to the extent reasonably necessary for the Consultant’s evaluation
      of the gross sales.  The Consultant may dispute the calculation
      of gross sales by notifying Buyer of such disagreement in writing, setting
      forth in reasonable detail the particulars of such disagreement (including
      supporting calculations), within thirty (30) calendar days after the
      Consultant’s receipt of the determination of gross sales.  In
      the event that the Consultant does not provide such a notice of
      disagreement within such thirty (30) calendar day period, the Consultant
      shall be deemed to have accepted the calculation of gross sales delivered
      by Buyer, which shall then be final, binding and conclusive for all
      purposes hereunder.  In the event any such notice of
      disagreement is provided within such thirty (30) calendar day period,
      Buyer and the Consultant shall use their commercially reasonable efforts
      for a period of thirty (30) calendar days to resolve any disagreements
      with respect to the calculation of gross sales.  If the parties
      are unable to resolve such disagreements and if the items that remain in
      dispute at the end of such thirty (30) calendar day period (the
      “Unresolved Items”) (x) total less than $10,000, then the Unresolved Items
      shall be deemed to have been resolved by Buyer and the Consultant by
      splitting equally the amount of such Unresolved Items, and the calculation
      of gross sales shall be finally modified so as to reflect such resolution
      of the Unresolved Items; or (y) total at least $10,000, then, within
      thirty (30) calendar days thereafter, either Buyer or the Consultant may
      submit the dispute to binding arbitration before the American Arbitration
      Association in New York, New York, and a final and conclusive
      determination of gross sales shall be made by a single
      arbitrator.  All costs or expenses incurred by either Buyer or
      the Consultant (including attorneys’ fees) in connection with such
      arbitration shall be the sole responsibility of the party incurring such
      costs or expenses.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (g)

            	
              Death and Disability
      Benefits.  If the Consultant dies during the Term, all
      Consulting Compensation to which the Consultant is entitled shall be paid,
      during the remainder of the Term, in accordance with the terms of this
      Agreement (including the timing of such payments included herein), to such
      Affiliate of the Consultant as shall have been theretofore designated by
      the Consultant pursuant to Section 9(e) hereof, or, in the absence of any
      such designation, to the Consultant’s estate or a beneficiary designated
      by the Consultant.  If the Consultant becomes disabled during
      the Term such that he is unable to provide the Consulting Services, all
      Consulting Compensation to which the Consultant is entitled shall be paid,
      during the remainder of the Term, in accordance with the terms of this
      Agreement (including the timing of such payments included herein), to such
      Affiliate of the Consultant as shall have been theretofore designated by
      the Consultant pursuant to Section 9(e) hereof, or, in the absence of any
      such designation, to the Consultant.  Notwithstanding anything
      to the contrary herein or in any Exhibit hereto, and for the avoidance of
      any doubt, the inability of Consultant to provide Consulting Services
      hereunder by reason of death or disability shall not be a defense to the
      payment of any and all Consulting Compensation
  hereunder.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Counterparts.  This
      Contract may be executed in duplicate counterparts, each of which shall be
      deemed an original hereof.

            


    

     

    *   *   *   *

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	 	
                CORPORATE
      RESOURCE DEVELOPMENT INC.

              
	 	 	 
	
              	
                By:
      

              	
                /s/
      Jay H. Schecter

              
	 	 	
                
                  Name: Jay H.
      Schecter

                

              
	 	 	
                
                  Title: Chief Executive
      Officer

                

              
	 	 	 


      

    

     

    
      	 
      	
              CONSULTANT:

            
	 
      	 
      
	 
      	
              
                /s/
      Eric
      Goldstein

              

            
	 
      	
              Name: Eric
      Goldstein

            


    

     

    CRS
hereby unconditionally guarantees to the Consultant (or its assignee) the due
and punctual payment of all compensation payable by Buyer to the Consultant (or
its assignee) hereunder.  The foregoing guaranty of CRS is a guaranty
of payment and not a guaranty of collection.

     

    
      
        	 	
                CORPORATE
      RESOURCE SERVICES, INC.

              
	 	 	 
	
              	
                By:
      

              	
                /s/
      Jay H. Schecter

              
	 	 	Name:
      Jay
      Schecter 
	 	 	Title: 


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    CONSULTING
SERVICES.  The Consulting Services shall consist of the
following services that Buyer may request from time to time during the
Term:

     

    
      
        	
              	
                1.

              	
                Functioning
      as consultant to Buyer with respect to the business of Buyer and the
      Business.

              


      

    

    
       

      
        	
              	
                2.

              	
                Consulting
      services with respect to general administration and oversight with respect
      to the business of Buyer and the Business, including maintaining customer
      and client relationships.

              


      

    

    
       

      
        	
              	
                3.

              	
                It
      is understood that the services of the Consultant will not require his
      full time or attention or regular attendance at the offices of Buyer and
      that the Consultant may engage in other business activities in accordance
      with this Agreement, including without limitation, Section 7
      hereof.  Except in the case of death or disability, the
      Consultant shall be required to devote a minimum of 20 hours per week,
      during forty-six (46) weeks in each calendar year, to providing the
      Consulting Services.

              


      

    

    


    CONSULTING
COMPENSATION.  In consideration of performing the Consulting
Services, Buyer will pay (or cause to be paid) to the Consultant the following
Consulting Compensation during the Term:

     

    
      	
               
      

            	
              1.

            	
              Annual
      base compensation: $200,000, paid in accordance with Buyer’s payroll
      practices, but not less frequently than twice per
  month.

            


    

     

    
      	
               
      

            	
              2.

            	
              Periodic
      sales-based compensation: Buyer shall pay to the Consultant, not less
      frequently than twice per month, 0.4% of the gross sales applicable to
      each pay period.

            


    

     

    
      	
               
      

            	
              3.

            	
              Annual
      sales-based compensation:  With respect to each twelve-month
      period during the Term (the first such period beginning on the Effective
      Date), Buyer shall pay to the Consultant 0.6% of the portion, if any, of
      the gross sales that exceeds $80,000,000 in such twelve-month
      period.  Payment of such amount shall be made within thirty (30)
      days from the end of the applicable twelve-month period and based upon
      Buyer’s preliminary financial information available at such time (such
      payment, the “Preliminary Payment”), provided, however, that
      upon completion of the preparation of Buyer’s audited annual financial
      statements, any difference between the Preliminary Payment and the amount
      due in accordance with such audited financial statements (the “Final
      Annual Amount”) shall be paid (a) by Buyer to Consultant, in the event the
      Preliminary Payment is less than the Final Annual Amount, or (b) by
      Consultant to Buyer, in the event the Preliminary Payment is greater than
      the Final Annual Amount.

            


    

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    
      
        
        

      

      
        12