Exhibit
10.5


    SERVICES
AGREEMENT

     

    This
SERVICES AGREEMENT (this
“Agreement”) is made and entered into as of March 29, 2010 and shall be
effective as of the Effective Date (as hereinafter defined) by and between CORPORATE RESOURCE DEVELOPMENT
INC., a Delaware corporation (“CRD”), and NOOR ASSOCIATES, INC., a New
York corporation (“Noor”).  CRD, Noor and HN (as hereinafter defined)
are each referred to individually as a “Party” and collectively as the
“Parties.”

     

    BACKGROUND

     

    WHEREAS, CRD has extensive
back office capabilities to service the business of temporary staffing (the
“Business”);

     

    WHEREAS, Noor is engaged in
the Business;

     

    WHEREAS, Noor is 100% owned by
Habib Noor (“HN”);

     

    WHEREAS, HN is also an
employee of CRD;

     

    WHEREAS, the terms of HN’s
employment with CRD are governed by that certain Employment Agreement, dated as
of the date hereof and effective as of the Effective Date, between HN and CRD
(the “Employment Agreement”);

     

    WHEREAS, the Parties would not
be entering into this Agreement without also entering into the Employment
Agreement;

     

    WHEREAS, Noor desires that CRD
will be the employer of record of temporary staffing employees for the Business
of Noor (the “Temporary Employees”) and provide certain back office services in
support of the Business; and

     

    NOW, THEREFORE, in
consideration of the mutual covenants herein and for good and valuable
consideration, receipt of which is hereby acknowledged, the Parties agree as
follows.

     

    AGREEMENT

     

    1.           Service Provider’s
Obligations.

     

    1.1            Services
Generally.  Subject to the terms and conditions of this
Agreement, during the Term (as hereinafter defined), CRD or an affiliate or
designee thereof (the “Service Provider”) will be the employer of record of the
Temporary Employees and provide the back-office services set forth on Schedule 1
attached hereto (the “Services”) to Noor.  Payroll to the Temporary
Employees will be paid by the Service Provider on the day of the week which Noor
instructs such payroll to be paid. Without limiting the rights of the Service
Provider with respect to its Temporary Employees, Noor shall have full right to
direct Service Provider concerning the Temporary Employees in full compliance
with applicable laws, including, with respect to hiring and firing; provided,
however, Service Provider may terminate such Temporary Employees for cause
without the consent of Noor.

     

    
      
        
        

      

      
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    1.2            Service Provider
Responsibility.  Notwithstanding anything to the contrary in
this Agreement, all Services shall be performed, and all information shall be
delivered, in good faith.

     

    1.3            Compliance with
Laws.  The Service Provider shall provide the Services in
accordance in all material respects with all applicable laws.  The
Service Provider shall not be obligated to provide, or cause to be provided, any
Service if the provision of such Service would require it or any of its
employees, agents or representatives to violate any applicable law.

     

    1.4            Service
Data.  Noor is responsible, from and after the date of this
Agreement, for (a) the accuracy and completeness of all data submitted by Noor
to the Service Provider for processing or transmission in connection with the
Services, and (b) any errors in and with respect to data or information obtained
from the Service Provider to the extent caused by inaccurate or incomplete data
submitted by Noor.

     

    1.5            Treatment of
Employees.  All employees and representatives of the Service
Provider, including, without limitation, Temporary Employees, are considered,
for purposes of all compensation and employee benefits matters to be employees
or representatives of Service Provider, as applicable, and not employees or
representatives of Noor.  CRD agrees to indemnify, defend and hold
harmless Noor from any and all claims, demands, liabilities, costs and expenses
resulting from (a) claims by governmental agencies or others for taxes or other
contributions allegedly due with respect to the employees of CRD and (b) claims
by the employees of CRD for benefits.  CRD’s obligation to indemnify
Noor with respect to Temporary Employees is limited to the Services and services
directed by Noor.

     

    2.           Noor’s
Obligations.

     

    2.1            Compliance with Laws and
Policies.  Each Party agrees to comply with all applicable laws
in the provision of the Services.  Noor agrees to (a) comply with any
policies and reasonable instructions provided by the Service Provider that are
necessary or desirable for the Service Provider to provide the Services in
accordance with this Agreement, and (b) make available to the Service Provider
the books and records of Noor to the extent necessary for the Service Provider
to perform its obligations under this Agreement, including without limitation,
its obligations set forth in Section 3 hereto.

     

    2.2            Cooperation.  In
order to enable the Service Provider to provide the Services, Noor will provide
the Service Provider with cooperation and assistance as the Service Provider
reasonably requests as required to facilitate provision of the
Services.

     

    
      
        
        

      

      
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    3.           Compensation.

     

    3.1            Compensation of Service
Provider.  All fees generated from clients of Noor shall be the
property of Noor. As compensation for the Services provided under the terms of
this Agreement, Noor shall pay CRD a fee equal to the first 20% of the gross
payroll (the “Fee”) for each client of Noor that has been generated by Noor plus
CRD’s cost of payroll taxes actually paid or payable (but excluding FICA (Social
Security/Medicare), FUTA (Federal unemployment insurance), SUTA (state
unemployment insurance) & workers compensation) (the “Payroll
Amounts”). Noor
will be entitled to the remaining billed amount (the “Remainder”) in accordance
with Section 3.3 below.  By way of example only, (a) if Noor has
generated gross payroll to a client of $100,000 with a mark-up of 36% or
$36,000, CRD will be entitled to the first 20% of the payment or $20,000 and
Noor shall be entitled to the remaining $16,000; (b) If the mark-up on a payroll
to a client of $100,000 is only 20% then CRD shall be entitled to the entire 20%
of the payment or $20,000 and Noor shall not be entitled to any Remainder; and
(c) if the mark-up on a gross payroll of $100,000 is 50% or $50,000, then CRD
will be entitled to 20% or $20,000 and Noor would be entitled to the remaining
30% or $30,000. 

     

    3.2            Payment.  (a)  CRD
shall off-set the Fee and the Payroll Amounts from any and all amounts that the
Service Provider bills for Noor as part of the Services pursuant to the terms of
this Agreement and shall pay Noor the excess generated on an accrual basis. Any
shortfall in collections shall result in an adjustment in computing the
Remainder as provided in Section 3.3, but Noor in no event shall be liable to
pay Service Provider for any shortfall.

     

    (b)           Starting
on the Effective Date, within 20 days of the end of each quarter thereafter, CRD
shall remit or cause the Service Provider to remit to Noor the Reconciliation
Amount (as defined below).

     

    3.3            Reconciliation
Amount.  At the end of each three-month anniversary during the
Term, beginning on the Effective Date, CRD shall calculate the “Reconciliation
Amount” as follows:  Revenues (as such term is defined in the
Employment Agreement), if any, up to, but not in excess of
$525,000,  plus the Remainder, if any,
minus
$600,000.  By way of example only, if Revenues equal $525,000 and the
Remainder equals $800,000, then the Reconciliation Amount shall equal $725,000
((525,000 + 800,000 = 1,325,000) – 600,000 = 725,000).  In the event
that the Reconciliation Amount is a negative number, it shall be deemed to be $0
for purposes of this Agreement.  Notwithstanding the foregoing, the
Parties acknowledge and agree that the Bonus (as such term is defined in the
Employment Agreement) is not factored into the calculation of the Reconciliation
Amount.  In the event that the Employment Agreement is terminated, CRD
shall no longer calculate the Reconciliation Amount but shall remit the
Remainder to Noor in accordance with the terms of Section 3.2(b)
above.  Any account amount not paid within ninety (90) days of the
billing date shall be deducted in computing the Remainder and added back if
later collected.

     

    3.4            Audit
Rights.  (a) Noor shall have the right, at its sole expense, at
reasonable business hours and upon three (3) Business Days’ notice, and no more
than four (4) times per year, at the place where such records are normally
maintained, to inspect, audit, examine and make copies of such books and records
and all other documents and material in the possession or control of CRD
regarding the Reconciliation Amount or any Services performed, each to the
extent reasonably necessary for Noor’s evaluation of the Reconciliation Amount
and any other amounts calculated in connection therewith.  All such
books and records shall be retained by CRD for the period required by law, but
not less than four (4) years.

     

    
      
        
        

      

      
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    (b)            Noor
shall have the right during business hours at all reasonable times to review and
receive copies of records in connection with any reasonable inquiry relating to
the conduct of the Business of Noor upon reasonable notice.

     

    3.5            Expenses.  Except
as otherwise expressly provided in this Agreement, each Party will bear its own
costs and expenses incurred in the performance of this Agreement (it being
understood that expenses shall not include expenses for the provision of
services that are payable under this Agreement).

     

    4.           Confidentiality.

     

    4.1            Confidentiality
Obligations.  During the term of this Agreement, a Party
(“Recipient”) may be provided with, have access to, or otherwise learn
confidential and/or proprietary information of another Party (“Discloser”)
(including, with respect to Discloser, certain information and materials
concerning Discloser’s business, plans, customers, technology, and products)
that is of substantial value to Discloser, which is identified as confidential
at the time of disclosure or which should reasonably be considered, under the
circumstances of its disclosure, to be confidential to Discloser (“Confidential
Information”).  All Confidential Information remains the property of
Discloser.  Recipient may disclose the Confidential Information of
Discloser only to Recipient’s employees and contractors who need to know the
Confidential Information for purposes of performing under this Agreement and who
are bound by confidentiality obligations that are at least as protective as this
Section
4.  Recipient will not use the Confidential Information without
Discloser’s prior written consent except in performance under this
Agreement.  Recipient shall take measures to maintain the
confidentiality of the Confidential Information equivalent to those measures
Recipient uses to maintain the confidentiality of its own confidential
information of like importance but in no event less than reasonable
measures.  Recipient shall give prompt notice to Discloser of any
unauthorized use or disclosure of the Confidential Information that comes to the
attention of the Recipient and agrees to assist Discloser in remedying such
unauthorized use or disclosure.  Upon termination or expiration of
this Agreement, Recipient shall return to Discloser all tangible copies of
Confidential Information of Discloser in Recipient’s possession or control and
shall erase from their computer systems all electronic copies thereof. Service
Provider acknowledges and agrees that all information referred to in Section
7.16 is Confidential Information and the property of Noor.

     

    4.2            Exceptions.  The
confidentiality obligations do not extend to Confidential Information which (a)
becomes part of the public domain without the fault of Recipient; (b) is
rightfully obtained by Recipient from a third party who Recipient reasonably
believes has the right to transfer such information without obligation of
confidentiality; (c) is independently developed by Recipient without reference
to or use of Discloser’s Confidential Information; or (d) was lawfully in the
possession of Recipient at the time of disclosure, without restriction on
disclosure.  In addition, Recipient may disclose Confidential
Information of Discloser as may be required by law, a court order, or a
governmental agency with jurisdiction, on condition that before making that
disclosure Recipient first notifies Discloser to give Discloser an opportunity
to seek confidential treatment or seek a protective order or otherwise limit the
disclosure, and cooperates with Discloser if Discloser as reasonably
requested.  If any portion of the Confidential Information falls
within any of the above exceptions, the exception will apply only to that
specific portion and the remainder of Discloser’s Confidential Information will
continue to be subject to the confidentiality requirements of this
Agreement.

     

    
      
        
        

      

      
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    4.3            Access to Computer
Systems.  If a Party is given access to any equipment,
computer, software, network, electronic files, or electronic data storage system
owned or controlled by the other Party, such accessing Party will limit such
access and use solely to provide or receive Services under this Agreement and
shall not access or attempt to access any equipment, computer, software,
network, electronic files, or electronic data storage system, other than those
specifically required to provide or receive the Services.  All user
identification numbers and passwords disclosed to a Party and any Confidential
Information obtained by a Party as a result of their access to and use of any
equipment, computers, software, networks, clean-rooms electronic files, and
electronic data storage systems owned or controlled by the other Party, is
deemed to be, and will be treated as, Confidential Information under applicable
provisions of this Agreement.  The Parties agree to cooperate in the
investigation of any apparent unauthorized access  to any equipment,
computer, software, network, clean-room, electronic file, or electronic data
storage systems owned or controlled by the other Party, or any apparent
unauthorized release of Confidential Information.

     

    4.4            Injunctive
Relief.  The Parties hereto acknowledge and agree that a Party
would suffer irreparable harm for which monetary damages would be an inadequate
remedy if there were a breach by the other Party of its obligations under this
Section 4.  The
Parties hereto further acknowledge and agree that equitable relief, including
injunctive relief, is appropriate to protect a Party’s rights and interests if a
breach were to arise, be threatened, or be asserted, and such Party is entitled
to the entry of an order for immediate injunctive relief.

     

    5.           Limitations of
Liability.

     

    5.1            Consequential Damages
Waiver.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS
OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     

    5.2            Basis of the
Bargain.  EACH PARTY ACKNOWLEDGES THAT THE MUTUAL LIMITATIONS
OF LIABILITY CONTAINED IN THIS SECTION 5
REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NO PARTY
WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON
LIABILITY.

     

    
      
        
        

      

      
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    6.           Term and
Termination.

     

    6.1            Term of
Agreement.  Except for the provisions of Section 7 which shall
be effective as of the date hereof, this Agreement shall be effective (the
“Effective Date”) on the date on which the transactions contemplated by that
certain Foreclosure and Asset Purchase Agreement dated as of March 24, 2010 (the
“Asset Purchase Agreement”) by and among CRD as Buyer, Rosenthal &
Rosenthal, Inc., a New York corporation, as Secured Party Seller, GT Systems
Inc., a New York corporation (“GT”) and certain of GT’s operating affiliates
party thereto, as Borrowers and Obligors, Eric Goldstein, as an Obligor, and
Corporate Resource Services, Inc, a Delaware corporation and Tri-State
Employment Services, Inc., a Nevada corporation, each as a Guarantor are
consummated and become effective (such date, the “Effective Date”) and, unless
terminated earlier by the mutual agreement of the Parties or pursuant to Section
6.2 below, will continue for a period of three years thereafter (such period of
time, the “Term”).  Noor hereby acknowledges and agrees that nothing
in this Agreement shall be deemed to obligate CRD to consummate the transactions
contemplated by the Asset Purchase Agreement pursuant to the terms thereof of or
otherwise.  In the event that the Asset Purchase Agreement is
terminated, the provisions set forth in Sections 7 shall remain in full force
and effect.  If the Asset Purchase Agreement is terminated
and  CRD or any affiliate thereof enters into an agreement for a
transaction substantially similar to the transaction contemplated by the Asset
Purchase Agreement with the parties thereto, then this Agreement shall become
effective on the date on which the transactions contemplated by such agreement
are consummated and become effective.  In the event CRD fails to
consummate the transactions contemplated by the Asset Purchase Agreement within
ninety (90) days from the date hereof, Noor upon three (3) business days notice
to CRD (the “Notice Date”) shall have the right to deem this Agreement to be of
no further force and effect, except for the provisions set
forth in Section 7 which shall remain in effect.  If CRD consummates
the transactions contemplated by the Asset Purchase Agreement after the Notice
Date, CRD shall immediately notify Noor of such event and Noor then shall have
the right upon ten (10) business days notice to CRD that Noor either is deeming
this entire Agreement effective as of the closing date thereof or that this
Agreement shall remain of no force and effect, other than Section 7 which shall
remain in effect.  If Noor fails to deliver such notice within such
10-business day period, other than Section 7, this Agreement will continue to
have no further force or effect.

     

    6.2            Termination.  A
Party may terminate this Agreement immediately, upon written notice, as
follows:  (a) upon the institution by or against the other Party of
insolvency, receivership or bankruptcy proceedings or any other proceedings for
the settlement of the other Party’s debts, which case is not dismissed within 60
days of filing; (b) upon the other Party’s making an assignment for the benefit
of creditors; or (c) upon the other Party’s dissolution or ceasing to conduct
business in the normal course, or the other Party’s failure to pay its debts as
they mature in the ordinary course of business.  CRD may terminate
this Agreement in the event that HN’s employment with CRD is terminated for
Cause (as such term is defined in the Employment Agreement).  Noor may
terminate this Agreement in the event that HN terminates his employment with CRD
for Good Reason (as such term is defined in the Employment Agreement) or HN’s
employment is terminated due to death or Disability (as defined in the
Employment Agreement) of HN, or CRD terminates HN’s employment without
Cause.

     

    
      
        
        

      

      
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    6.3            Effect of
Termination.  Upon termination or expiration of this Agreement
for any reason, (a) the Service Provider will cooperate with Noor in
transitioning all work in progress to Noor, or Noor’s designee, and will
otherwise cooperate with Noor as reasonably requested to prevent disruption to
Noor’s business and operations; and (b) each Party shall return to the other
Party or certify in writing to the other Party that it has destroyed all
documents and other tangible items that it or its employees, contractors and
agents have received or created pertaining, referring or relating to the
Confidential Information of the other Party furnished under this Agreement, and
erase or destroy all electronic or magnetic records in computer memory, tape or
other media containing any Confidential Information, provided however a party
may retain on a confidential basis copies of documents required to comply with
legal obligations.  Upon termination or expiration of this Agreement,
Service Provider shall immediately deliver all Confidential Information to Noor
and terminate all Temporary Employees in accordance with all applicable
law.  Termination of this Agreement shall not limit either Party from
pursuing any other remedies available to it at law or in
equity.  Neither Noor, on the one hand, nor the Service Provider, on
the other hand, will be liable to the other because of any proper termination of
this Agreement for compensation, reimbursement, or damages for the loss of
prospective profits, anticipated sales or goodwill.  The provisions of
this Agreement that by their nature continue and survive will survive any
termination or expiration.  The Parties hereto acknowledge and agree
that so long as the Service Provider is providing Services, even in the event
that this Agreement has been terminated and the work in progress is being
transitioned in accordance with clause 6.3(a) above, the provisions of Section 3
shall apply for so long as any Services are being performed by the Service
Provider.  Sections 7.13, 7.14 and 7.15 shall survive any termination
or expiration of this Agreement.

     

    7.           General.

     

    7.1            Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be deemed given (a) when delivered personally by hand (with written
confirmation of receipt) or (b) one business day following the day sent by
nationally-recognized overnight courier (with written confirmation of receipt),
in each case at the following addresses (or to such other address as a Party may
have specified by notice given to the other Party pursuant to this
provision):

     

    if to
Noor:

     

    115
Overlook Road

    Pamona,
NY  10970

    Telephone:

    


    with a
copy to:

     

    Tannenbaum
Helpern Syracuse & Hisschtritt LLP

    900 Third
Avenue

    New York,
NY  10022

    Telephone:  212-508-6700

    Attention:  Joel
A. Klarreich, Esq.

     

    
      
        
        

      

      
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    if to
CRD:

     

    Corporate
Resource Development Inc.

    160
Broadway, 11th
Floor

    New York,
NY  10038

    Telephone:
(212) 346-7960

    Attention:  Jay
Schecter

     

    with a
copy to:

     

    Bryan
Cave LLP

    1290
Avenue of the Americas

    New York,
New York  10104

    Telephone:
(212) 541-2000

    Attention:  Kenneth
L. Henderson, Esq.

     

    Any
notice or other communication that has been given or made as of a date that is
not a business day shall be deemed to have been given or made on the next
succeeding day that is a business day.

     

    7.2            Choice of
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof)
as to all matters, including, but not limited to, matters of validity,
construction, effect, performance and remedies.

     

    7.3            Assignment.  Neither
this Agreement nor the rights, duties and obligations of either Party under this
Agreement may be assigned, delegated or otherwise transferred by a Party, in
whole or in part, by operation of law or otherwise, without the prior written
consent of the other Party and any purported assignment in violation of the
foregoing is void; except that either Party may assign or otherwise transfer its
rights and/or obligations under this Agreement without the other Party’s consent
in the event of a merger, change of control or sale of all or substantially all
of the assets of such Party to which this Agreement relates.  In
addition, either Party may assign or otherwise transfer its rights, duties
and/or obligations to a subsidiary or affiliate, provided that any such
assignment shall not relieve the assignor from any liability or obligations
hereunder.

     

    
      
        
        

      

      
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    7.4            Jurisdiction.  Each
of the Parties hereto hereby irrevocably submits to the exclusive jurisdiction
of any New York State or United States Federal Court located in New York County
over any action or proceeding arising out of this Agreement or the relationship
between them, and each Party hereby irrevocably agrees that all claims in
respect of such action or proceeding may be held and determined in such New York
State or Federal Court.  Each Party hereto hereby waives any right to
a jury trial in any civil action in which they are adverse parties and which
arises from the relationship between them including, without limitation, any
actions asserting statutory claims, common law tort claims, or breach of
contract claims (including, without limitation, claims arising out of or related
in any way to this Agreement).  Each Party agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law.  Each Party hereby further waives, to the
fullest extent permitted by law, any objection he or it may nor or hereafter
have to the laying of venue in New York County and any objection to any action
or proceeding in New York County on the basis of an inconvenient
forum.

     

    7.5            Entire Agreement; Amendment;
Waivers.  This Agreement, together with all Schedules hereto,
constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties.  The only
representations and warranties made by the parties hereto with respect to the
subject matter hereof are the representations and warranties contained in or
made pursuant to this Agreement.  This Agreement, and the terms and
provisions hereof, may not be modified, waived or amended except by an
instrument or instruments in writing signed by the Party against whom
enforcement of any such modification or amendment is sought (or, in the case of
a waiver, by the intended beneficiary of the waived term or
provision).  No failure or delay by any Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.  The Parties acknowledge and agree
that HN and CRD are entering into the Employment Agreement simultaneously
herewith.

     

    7.6            Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, or public policy, all other conditions and
provision of this Agreement shall nevertheless remain in full force and
effect.  Upon a determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible.

     

    7.7            Construction.  The
headings of the Sections herein are inserted for convenience of reference only
and are not intended to be a part of or to affect the meaning or interpretation
of this Agreement.  When a reference is made to a Section, Schedule or
Exhibit such reference shall be to a Section or Schedule of or to this Agreement
unless otherwise indicated.  The definitions in this Agreement shall
apply equally to both the singular and plural forms of the terms
defined.  Whenever the words “include,” “includes” or “including” are
used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”  In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any Party hereto by virtue of the authorship of any
provisions of this Agreement.

     

    
      
        
        

      

      
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    7.8            Parties Obligated and
Benefited.  This Agreement is binding upon the Parties hereto
and their respective permitted assigns and successors in interest and will inure
solely to the benefit of such Parties and their respective permitted assigns and
successors in interest, and no other Person.

     

    7.9            Relationship.  Nothing
in this Agreement will be deemed or construed as creating a joint venture or
partnership between the Parties or is intended or shall be construed to create
any third party beneficiaries.  Neither Party is by virtue of this
Agreement authorized as an agent, employee, or legal representative of the other
Party, and the relationship of the Parties is, and at all times will continue to
be, that of independent contractors.

     

    7.10          Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, with the same effect as if the signatures were upon the same
instrument.

     

    7.11          Execution.  This
Agreement may be executed by facsimile or electronic (pdf.) signatures and such
signature will be deemed binding for all purposes of this Agreement, without
delivery of an original signature being thereafter required.

     

    7.12          Disputes.  (a)  In
the case of any disputes under this Agreement, the Parties hereto shall first
attempt in good faith to resolve such dispute informally; provided, however,
that this Section
7.12 shall not be construed to alter or delay either Parties right to
avail itself of the remedies and dispute resolution mechanisms available to the
Parties under this Agreement.

     

    (a)           Arbitration.  Notwithstanding
the foregoing clause (a), the Company and the Employee agree that any dispute,
controversy or claim between the parties arising out of, relating to or
concerning the Employee’s employment with the Company, termination of such
employment or this Agreement shall be finally settled by arbitration in New
York, New York before and in accordance with the Employment Arbitration Rules
and Mediation Procedures of the American Arbitration Association before a single
arbitrator.  The arbitrator’s award shall be final and binding upon
all parties and judgment upon the award may be entered in any court of competent
jurisdiction in any state of the United States.  Each party shall bear
its own costs and expenses incurred in connection with any such arbitration
proceeding.  For purposes of any actions or proceedings ancillary to
the arbitration referenced above, the Company and the Employee agree to submit
to the exclusive jurisdiction of a state court or federal court located in the
City of New York, New York; provided that, if a federal court has jurisdiction
over the subject matter thereof, then such action shall be brought in federal
court.

     

    
      
        
        

      

      
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    7.13            
General
Release.  In exchange for the consideration set forth in this
Agreement, the adequacy and sufficiency of which are acknowledged, HN, as the
100% owner of Noor, on behalf of himself and his current and former agents,
attorneys and employees, and the heirs, executors, administrators, receivers,
predecessors, successors and assigns of each of the foregoing persons and
entities (collectively, “Releasor”), does hereby irrevocably and unconditionally
release and forever discharge (i) Corporate Resource Development, Inc.,
Corporate Resource Services, Inc., Tri-State Employment Services, Inc.,
Tri-State Employment Inc. and Accountabilities, Inc. (ii) all persons and
entities which control, are controlled by or are under common control with any
of the persons or entities referred to in clause (i) above, (iii) any and all
present or former officers, directors, partners, members, shareholders, direct
and indirect owners, affiliates and principals (disclosed or undisclosed), of
any of the persons or entities referred to in clauses (i) and (ii) above,
including, without limitation, John Messina, Jay H. Schecter, Robert Cassera,
Jeffrey Raymond and Janet Colon, and (iv) any successors or assigns of any of
the persons or entities referred to in clauses (i), (ii) or (iii) above (the
persons and entities referred to in clauses (i) through (iv) above shall be
collectively referred to herein as the “General Releasees”) from any and all
claims, accounts, actions, agreements, bonds, bills, causes of action, charges,
controversies, complaints, contracts, covenants, damages, demands, dues,
guaranties, judgments, liabilities, obligations, promises, specialties, sums of
money or suits of any kind or nature whatsoever, whether in law, admiralty,
equity, contract or otherwise (including arbitration) based on any matter
whatsoever, and whether known or unknown or foreseen or unforeseen or suspected
or unsuspected, which Releasor may have had, now has, or may ever have against
the General Releasees, singly or in any combination, on account of, arising out
of, or is in connection with any thing, cause, matter, transaction, act or
omission of any nature whatsoever, including, without limitation: (a) a certain
Nondisclosure Agreement entitled “Non-Disclosure Agreement Between Habib Noor
and Jeffrey Raymond of Accountabilities, Inc.,” purportedly executed on or about
February 18, 2010 by Habib Noor, Jeffrey Raymond and John Messina; (b) a certain
Nondisclosure Agreement entitled “Non-Disclosure Agreement Between Habib Noor
and Tri-State Employment Inc.,” purportedly executed on or about February 23,
2010 by Habib Noor, John Messina, and Robert Cassera; (c) the sale or proposed
sale of any of the assets of GT Systems Inc. and its affiliates to Corporate
Resource Development Inc. and/or its affiliates (the “Asset Sale”); (d) the
Asset Purchase Agreement; and (e) any and all agreements, whether oral or
written purporting to cover the subject matter covered by the agreements or
transactions set forth in clauses (a), (b), (c) or (d) above, and (f) any and
all negotiations and communications (including, without limitation, letters of
intent) between and among any of Releasor and the General Releasees that relate
to, arise out of or are in connection with (directly or indirectly) the Asset
Sale or the Asset Purchase Agreement.  Notwithstanding the foregoing,
the Parties hereto acknowledge and agree that this Section 7.13 shall not apply
to any claims, accounts, actions, agreements, bonds, bills, causes of action,
charges, controversies, complaints, contracts, covenants, damages, demands,
dues, guaranties, judgments, liabilities, obligations, promises, specialties,
sums of money or suits of any kind or nature whatsoever, arising our of or in
connection with this Agreement and/or the Employment Agreement.

     

    
      
        
        

      

      
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    7.14            Limited
Release.  In exchange for the consideration set forth in this
Agreement, the adequacy and sufficiency of which are acknowledged, Releasor does
hereby irrevocably and unconditionally release and forever discharge (i)
Rosenthal & Rosenthal, Inc., GT Systems Inc., Accounteknology Group Inc.,
Aldan Troy Group, Inc., B. Barnes Associates Inc., Creative Network Systems
Inc., Decorum Consulting Group Inc., Diversity Services of DC, Inc., Diversity
Staffing, Inc., F.S.I. Services, Inc., H R Staffing Inc., J.D. & Tuttle
Hospitality Staffing, Inc., Lerner, Cumbo & Associates, Inc., On The Marks
Personnel Inc., Paulson Search Inc., People Finders Plus, Inc., Personnel
Specialist Inc., Prompt Personnel Associates Inc., Pyramid Staffing Service,
Inc., RWP Solutions Inc., Searchpoint1 Inc., Segue Search of Connecticut, Inc.,
Segue Search, Inc., Staff  “One” Inc., Staff Design, Inc., Staffing
Remedies Inc., Staffing Remedies, LLC, Staffing Unlimited.Com Inc., Strategic
Resources Staffing Inc., Synergy Personnel Inc., TDF Consulting Group Inc.,
Temporary Alternatives, Inc., Temporary Services Inc., The Drayer Search Group
Inc., The Employment Sources Inc., The Gold Standard Inc., The Miller Cang
Agency Inc., The Professionals Personnel Inc., The Tuttle Agency Inc., Triangle
Personnel Associates Inc., Troy Associates Inc., Tuttle Agency of Pennsylvania,
Inc., Eric Goldstein, and Integrated Consulting Group of NY LLC, (ii) all
persons and entities which control, are controlled by or are under common
control with any of the persons or entities referred to in clause (i) above,
(iii) any and all present or former officers, directors, partners, members,
shareholders, direct and indirect owners, affiliates, principals (disclosed or
undisclosed), agents, representatives, employees, consultants, administrators
and legal representatives of any of the persons or entities referred to in
clauses (i) and (ii) above, and any agents, representatives, employees,
consultants, administrators and legal representatives of the General Releasees,
and (iv) any successors or assigns of any of the persons or entities referred to
in clauses (i), (ii) or (iii) above (the persons and entities referred to in
clauses (i) through (iv) above shall be collectively referred to herein as the
“Limited Releasees”) from any and all claims, accounts, actions, agreements,
bonds, bills, causes of action, charges, controversies, complaints, contracts,
covenants, damages, demands, dues, guaranties, judgments, liabilities,
obligations, promises, specialties, sums of money or suits of any kind or nature
whatsoever, whether in law, admiralty, equity, contract or otherwise (including
arbitration) based on any matter whatsoever, and whether known or unknown or
foreseen or unforeseen or suspected or unsuspected, which Releasor may have had,
now has, or may ever have against the Limited Releasees, singly or in any
combination, on account of, arising out of, or is in connection with (a) a
certain Nondisclosure Agreement entitled “Non-Disclosure Agreement Between Habib
Noor and Jeffrey Raymond of Accountabilities, Inc.,” purportedly executed on or
about February 18, 2010 by Habib Noor, Jeffrey Raymond and John Messina, (b) a
certain Nondisclosure Agreement entitled “Non-Disclosure Agreement Between Habib
Noor and Tri-State Employment Inc.,” purportedly executed on or about February
23, 2010 by Habib Noor, John Messina, and Robert Cassera; (c) the sale or
proposed sale of any of the assets of GT Systems Inc. and its affiliates to
Corporate Resource Development Inc. and/or its affiliates (the “Asset Sale”);
(d) the Asset Purchase Agreement.

     

    
      
        
        

      

      
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    7.15            CRD
Release.  In exchange for the consideration set forth in this
Agreement, the adequacy and sufficiency of which are acknowledged, the General
Releasees (collectively, “ CRD Releasor”), do hereby irrevocably and
unconditionally release and forever discharge Noor and HN (collectively, the “
Noor Releasees”) from any and all claims, accounts, actions, agreements, bonds,
bills, causes of action, charges, controversies, complaints, contracts,
covenants, damages, demands, dues, guaranties, judgments, liabilities,
obligations, promises, specialties, sums of money or suits of any kind or nature
whatsoever, whether in law, admiralty, equity, contract or otherwise (including
arbitration) based on any matter whatsoever, and whether known or unknown or
foreseen or unforeseen or suspected or unsuspected, which a CRD Releasor may
have had, now has, or may ever have against the Noor Releasees, singly or in any
combination, on account of, arising out of, or is in connection with any thing,
cause, matter, transaction, act or omission of any nature whatsoever, including,
without limitation: (a) a certain Nondisclosure Agreement entitled
“Non-Disclosure Agreement Between Habib Noor and Jeffrey Raymond of
Accountabilities, Inc.,” purportedly executed on or about February 18, 2010 by
Habib Noor, Jeffrey Raymond and John Messina; (b) a certain Nondisclosure
Agreement entitled “Non-Disclosure Agreement Between Habib Noor and Tri-State
Employment Inc.,” purportedly executed on or about February 23, 2010 by Habib
Noor, John Messina, and Robert Cassera; (c) the Asset Sale (d) the Asset
Purchase Agreement; and (e) any and all agreements, whether oral or written
purporting to cover the subject matter covered by the agreements or transactions
set forth in clauses (a), (b), (c) or (d) above (f) any and all negotiations and
communications (including, without limitation, letters of intent) between and
among any of the CRD Releasor and the Noor Releasees that relate to, arise out
of or are in connection with (directly or indirectly) the Asset Sale or the
Asset Purchase Agreement.  Notwithstanding the foregoing, the Parties
hereto acknowledge and agree that this Section 7.15 shall not apply to any
claims, accounts, actions, agreements, bonds, bills, causes of action, charges,
controversies, complaints, contracts, covenants, damages, demands, dues,
guaranties, judgments, liabilities, obligations, promises, specialties, sums of
money or suits of any kind or nature whatsoever, arising our of or in connection
with this Agreement and/or the Employment Agreement.

     

    7.16            The
Parties hereto acknowledge and agree that upon the expiration or termination of
this Agreement for any reason, the Business, including without limitation, any
information with respect to the Temporary Employees and any customer lists,
databases, forms, files and records are assets of Noor.

     

    [Signature
Page to Follow]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

     

    
      
        	
                NOOR
      ASSOCIATES, INC.

              	 	 	
                CORPORATE
      RESOURCE DEVELOPMENT INC.

              	 
	 	 	 	 	 
	
                
                  By:  /s/ Habib
      Noor

                  
                    
      

                  Name:  Habib
      Noor

                  Title:  President

                

              	 	 	
                
                  By:  /s/ Jay H.
      Schecter

                  
                    

                    Name:  Jay H.
      Schecter

                    
                      Title:
      Chief Executive
      Officer

                    

                  

                

              	 
	
              	 	 	
              	 
	

                With
      Respect to Section 7 only:

              	 	 	 	 
	 	 	 	 	 
	
                /s/ Habib
      Noor

              	 	 	 	 
	
                Habib
      Noor

              	 	 	 	 


      

       

      
        [Signature
Page to Services Agreement]

      

    


    
      
        
        

         


      

      
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    SCHEDULE
1

    SERVICES

     

    
      
        
          	
                  1.

                	
                  Employ
      all temporary employees as directed by Noor in accordance with all
      applicable laws and service all clients directed by Noor on payroll and
      billing terms as directed by Noor.

                
	 	 
	
                  2.

                	
                  Pay
      payroll and all related payroll taxes and mandatory insurance coverages
      for all temporary workers, 

                
	 	 
	
                  3.

                	
                  Prepare
      and file all appropriate payroll tax returns for the
      foregoing.

                
	 	 
	
                  4.

                	
                  Bill
      all clients in the name of Noor.

                
	 	 
	
                  5.

                	
                  Process
      and collect all accounts receivable.

                
	 	 
	
                  6.

                	
                  Provide
      to Noor all reports and records reasonably appropriate to the
      foregoing.

                
	 	 
	
                  7.

                	
                  Provide
      all telephone, reception, copying and mail services and other office
      related services for the Business as currently provided to
      Noor.

                
	 	 
	
                  8.

                	
                  All
      back office and payroll support related to the
  foregoing.

                
	 	 
	
                  9.

                	
                  Payment
      of rent for office space for Noor, which shall include the space Noor
      Associates occupies prior to the date hereof and any additional space
      available if the Business expands to a degree where said additional space
      is needed.

                


        

      

    

    

      
        
          
          

           


        

        
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