Exhibit
10.6

    

     

    EMPLOYMENT AGREEMENT

     

    EMPLOYMENT
AGREEMENT, dated as of March 29, 2010 (this “Agreement”), between
CORPORATE RESOURCE DEVELOPMENT INC., a Delaware corporation with its principal
office at 160 Broadway, 11th Floor, New York, NY 10038 (the “Company”), and HABIB
NOOR, residing at 115 Overlook Road, Pomona, NY 10970 (the “Employee”).

     

    Recitals

     

    A.           The
Employee is currently employed by Searchpoint 1 Inc. (“Current Employer”),
and the Company is acquiring, among other things, substantially all of the
assets of the Current Employer pursuant to the terms of that certain Foreclosure
and Asset Purchase Agreement (as the same may be amended, modified and/or
restated from time to time, the “APA”), dated as of
March 24, 2010, by and among (i) Rosenthal & Rosenthal, Inc., a New York
corporation, (ii) GT Systems Inc., a New York corporation (“GT”), (iii) Eric
Goldstein, (iv) GT’s operating affiliates party thereto including, among others,
the Current Employer, (v) the Company, (vi) Corporate Resource Services, Inc., a
Delaware corporation, and (vii) Tri-State Employment Services, Inc., a Nevada
corporation.

     

    B.           The
business of the Current Employer is the permanent placement of employees with
clients primarily in, but not limited to, the informational technology field
(the “Business”), and the
Company intends to operate the Business as a division of the Company (the “Division”).

     

    C.           The
Company desires to employ the Employee and the Employee desires to be employed
by the Company effective on the Closing Date (as such term is defined in the
APA) (such effective date, the “Employment Date”, as
further described in Paragraph 8).

     

    D.           Contemporaneously
with the execution of this Agreement, the Company and Noor Associates, Inc.
(“Noor”), a New
York corporation owned 100% by the Employee, are entering into that certain
Services Agreement, dated the date hereof (the “Services Agreement”),
and the parties hereto agree and acknowledge that this Agreement shall not be
effective unless the Services Agreement is also effective.

     

    NOW,
THEREFORE, the Company and the Employee, in consideration of the agreements,
covenants and conditions herein, hereby agree as follows:

     

    1.           Retention as Employee;
Duties; Other Employees.

     

    (a)           The
Company hereby employs the Employee as the President of the Division for the
Employment Period (as defined in Paragraph 8(a)) to perform, consistent with his
title and subject to the direction of and reporting to the Chief Executive
Officer, the President and/or the Chief Operating Officer of the Company, the
management of the day-to-day operations of the Division, including without
limitation, managing (which shall include hiring, firing and compensation
decisions) the Other Employees (as hereinafter defined) in compliance with all
applicable laws  and such other duties consistent with his title as
the Chief Executive Officer, the President and/or the Chief Operating Officer of
the Company may request.  Such services, acts and other things shall
include, without limitation, (i) the permanent placement of employees with
clients of the Division, and (ii) assisting the Company in conducting the
Business.  The Employee hereby accepts such employment and agrees to
devote his full time, attention and energies to the performance of his duties
hereunder; provided, however, that, subject to the terms of Paragraphs 4, 5 and
6, the Employee may (A) engage in charitable activities and community affairs,
(B) manage his personal investments and affairs and (C) manage Noor and any
other staffing business that the Employee may own, in whole or in
part.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

       

    

    (b)           In
furtherance of the operation of the Business by the Division, the Company agrees
that promptly following the Employment Date it shall offer “at will” employment
to each of April McHugh, Bari Goldberg and Jacob Eletto (each, an “Other Employee” and,
collectively, the “Other Employees”), on
such terms as the Company may determine, which shall be substantially similar
terms as their current terms of employment (but which shall not include a
definite term of employment), provided that (i) the aggregate amount of the
annual cash compensation offered to all the Other Employees shall not be more
than $200,000 (the “Aggregate Cap”), and
(ii) each Other Employee shall receive comparable benefits and leave, with the
same terms and conditions of participation, as they currently
receive.  The Employee hereby agrees to reimburse the Company for such
cash compensation, including, but not limited to, commissions due to Other
Employees (“Other
Employee Commissions”), as may be paid by the Company to the Other
Employees at the direction of the Employee in excess of the Aggregate Cap and
any out-of-pocket monies payable by the Company in connection with such
excess.  Such reimbursement shall be made by the Employee within 10
days following the delivery by the Company to the Employee of an invoice setting
forth the amount payable hereunder and in the event that the Employee shall fail
to make any such reimbursement on a timely basis, the Company may offset the
amount so owed hereunder from any monies payable to the Employee pursuant to
this Agreement.  Notwithstanding anything herein to the contrary, in
the event that the aggregate amount of the annual cash compensation of the Other
Employees (“Other
Employee Salaries”) is less than the Aggregate Cap, the Company shall be
responsible solely for the payment of the Other Employee Salaries, and not for
any Other Employee Commissions or other compensation or out-of-pocket
monies.  Employee hereby agrees to provide a schedule of Other
Employee Commissions to the Company on a weekly basis.  The Company
hereby agrees that in the event that any Other Employee accepts such offer of
employment, so long as this Agreement is in effect the Company shall not
terminate the employment of any such Other Employee other than for Other
Employee Cause (as defined below), without the prior consent of the
Employee.  The parties hereto acknowledge and agree that the
employment of the Other Employees can be terminated only with the Employee’s
consent as set forth in the preceding sentence or for
Cause.  Notwithstanding anything herein to the contrary, in the event
that any Other Employee accepts such offer of employment and is so employed by
the Company, (A) nothing herein shall constitute an employment agreement with
such Other Employee and such Other Employee shall be employed by the company “at
will” and (B) none of the Other Employees shall be deemed to be a third party
beneficiary of this Agreement.

     

    (c)           For
purposes of clause (b) above, “Other Employee Cause”
shall mean that the Other Employee has:  (i) committed an act of fraud
upon the Company; (ii) been convicted of or pleaded guilty or nolo contendre to
any felony charge; (iii) been convicted of or pleaded guilty or nolo contendre
to any misdemeanor charge involving theft, fraud or other financial impropriety;
(iv) misappropriated any funds, property or rights of the Company; (v) violated
any policy of the Company and failed to cure such violation, if curable, within
30 days after written notice from the Company setting forth with particularity
such violation; or (vi) subject to applicable law, failed, because of illness or
incapacity, to render the services contemplated by his or her employment for 120
days in any 365-day period.  In the event that Employee disputes any
dismissal of an Other Employee for Other Employee Cause, such Other Employee
shall be placed on paid leave until the dispute between the Company and the
Employee is resolved.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

       

    

    (d)           In
the event the employment of any of the Other Employees is terminated as
permitted herein, whether or not for Other Employee Cause, or in the event of
the death or resignation of any of the Other Employees, the Employee may retain
a natural person he shall select to replace such Other Employee, and such person
shall be deemed to be an Other Employee and his or her employment shall be
subject to the terms and conditions set forth in clauses (b) and (c) above and
this clause (d).  In addition, Employee may hire additional natural
persons as employees of the Division, subject to space limitations of the
Company and the Business having grown in a sufficient amount to support such
additional employees of the Division.  Any such persons shall be
deemed to be an Other Employee and his or her employment shall be subject to the
terms and conditions set forth in clauses (b) and (c) above and this clause
(d).  Notwithstanding the foregoing, the Aggregate Cap shall not be
increased in the event that the number of Other Employees changes.

     

    2.           Compensation.  For
all services rendered hereunder by the Employee, during the Employment Period
the Company shall pay the Employee such amounts as set forth below.

     

    (a)           The
Company shall pay to the Employee compensation at an annual rate of $600,000
(such annual rate, the “Base Salary”) for
full-time work, payable in periodic installments in accordance with the
Company’s regular payroll practices, as in effect from time to time, and subject
to applicable withholdings.

     

    (b)           The
Company shall pay to the Employee a bonus in an amount equal to 70% of Revenues
(as hereinafter defined) in excess of $525,000 received during each consecutive
12-month period during the Employment Period (each such 12-month period, a
“Bonus
Period”), commencing on the Employment Date (the “Bonus”).  Within
15 days following the end of each three-month period during a Bonus Period (the
“Bonus Increment
Period”), the Company shall pay the Employee an amount (a “Bonus Increment”)
equal to 70% of Revenues in excess of $525,000 (the “Measuring Increment”)
 minus any
Measuring Increment for which a Bonus Increment was paid in a prior Bonus
Increment Period, if any, due as of the last day of such Bonus Increment Period
(net of applicable wage withholding).  By way of example, if, in the
first Bonus Increment Period Revenues were $525,000 so no Bonus Increment was
paid; in the second Bonus Increment Period Revenues were $725,000 and a Bonus
Increment was paid on the $200,000 Measuring Increment, then in the third Bonus
Increment Period, if Revenues were $825,000 the Employee would receive a Bonus
Increment Payment on the $100,000 Measuring Increment (Measuring Increment for
the third Bonus Increment Period minus the Measuring Increment
for the second Bonus Increment Period).  Notwithstanding the
foregoing, in the event that this Agreement is terminated or expires for any
reason, Employee shall be entitled to a Bonus Increment on any Revenues received
from clients of the Division to whom introductions were made and interviews
scheduled by the Employee or the Other Employees prior to such termination, even
if the Revenues are received by the Company after the date of such termination
or expiration.  For purposes hereof, “Revenues” means the
gross receipts accrued or received (exclusive of taxes) from services rendered
by the Company to clients of the Division with respect to the Business during
the Term.  Any gross receipts after termination accrued or received
are not included in the definition of Revenues.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    
      	
               
      

            	
              3.

            	
              Benefits.

            


    

     

    (a)           The
Employee shall be entitled to (i) paid vacation time of not less than four
weeks, per twelve month period to be taken at the mutual convenience of the
Employee and the Company, (ii) paid holidays and floater holidays in accordance
with the regular policies and procedures of the Company and (iii) additional
time off in the discretion of the Chief Executive Officer, the President, and/or
the Chief Operating Officer of the Company.

     

    (b)           The
Employee shall receive benefits, if any, comparable benefits as he currently
receives with the same terms and condition of participation, which shall include
medical (including family coverage) and may include dental, vision, life
insurance, long term and short term disability, flexible spending accounts and
401(k) plan, subject to all the terms of the employee benefit plans applicable
to any such benefits.

     

    (c)           The
Company shall reimburse the Employee for all reasonable out-of-pocket expenses
incurred by the Employee with the Company’s prior written consent in the
performance of his duties hereunder, against delivery to the Company of
substantiation thereof, including written receipts therefor, in accordance with
the Company’s policies and procedures; provided, however, the Employee
shall not be required to obtain such prior written consent with respect to the
incurrence of any expenses of less than $750 in the aggregate per
month.  Any reimbursements payable pursuant hereto shall be paid by
the Company within 30 days following receipt by the Company of such
substantiation referred to therein.

     

    (d)           The
Employee shall be liable for any income or other taxes payable in connection
with any and all benefits or payments pursuant to clause (b) and (c) above to
the extent such benefits and payments are deemed subject to any income or other
taxes.

     

    
      	
               
      

            	
              4.

            	
              Non-Solicitation.

            


    

     

    (a)           The
Employee acknowledges that the provisions of Paragraphs 4(a), (b) and (c) are
reasonable and necessary for the protection of the Company.

     

    (b)           During
his term of employment with the Company and for a period ending 18 months after
the Employee ceases employment for any reason, the Employee, without the prior
written consent of the Company, shall not directly or indirectly (i) solicit,
employ or retain any person who was employed or retained by the Company while
the Employee was employed by the Company, other than the Other Employees and the
temporary employees of Noor, (ii) interfere with or endeavor to entice away from
the Company any Client (as hereinafter defined) of the Company, or (iii) solicit
any Client to provide such Client with any services relating to the
Business.  For purposes of this Agreement, “Client” means any
person, firm, corporation or other entity to whom the Company provided services
in the course of the Employee’s employment with the Company other than any such
person, firm, corporation or other entity which was provided services solely by
the Division during the course of the Employee’s employment with the
Company.  In the event that both the Company or any affiliate thereof
and the Division have provided services to a Client, then the provisions of
Paragraphs 4(a), (b) and (c) shall not apply to such Client.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    (c)           If
any provision of Paragraphs 4(a), (b) and (c) is held to be unenforceable
because of the scope, duration or area of its applicability, the tribunal making
such determination shall have the power to modify such scope, duration or area,
or all of them, and such provision or provisions shall then be applicable in
such modified form.

     

    (d)           The
Company acknowledges that the provisions of Paragraphs 4(d), (e) and (f) are
reasonable and necessary for the protection of the Employee.

     

    (e)           During
the term of the Employee’s employment with the Company and for a period ending
18 months after the Employee ceases employment for any reason, the Company,
without the prior written consent of the Employee, shall not directly or
indirectly (i) solicit, employ or retain any of the Other Employees or the
temporary employees of Noor, (ii) interfere with or endeavor to entice away from
the Division any Division Client (as hereinafter defined), (iii) interfere with
or endeavor to entice away from Noor any client of Noor, or (iv) solicit any
Division Client or client of Noor to provide such Division Client or client of
Noor with any services relating to the Business.  For purposes of this
Agreement, “Division
Client” means any person, firm, corporation or other entity to whom the
Division, and no other division or other part of the Company, provided services
in the course of the Employee’s employment with the Company.  In the
event that both the Company or any affiliate thereof and the Division have
provided services to a Division Client, then the provisions of Paragraphs 4(d),
(e) and (f) shall not apply to such Division Client.

     

    (f)           If
any provision of Paragraphs 4(d), (e) and (f) is held to be unenforceable
because of the scope, duration or area of its applicability, the tribunal making
such determination shall have the power to modify such scope, duration or area,
or all of them, and such provision or provisions shall then be applicable in
such modified form.

     

    
      	
               
      

            	
              5.

            	
              Confidentiality.

            


    

     

    (a)           The
Employee acknowledges and agrees that:  (i) as a result of his
employment by the Company, the Employee has obtained and will obtain
proprietary, trade secret and confidential information concerning the business
of the Company (which for the purposes of Paragraphs 5(a), (b) and (c) shall not
include the Business of the Division or the Division) and other discoveries,
ideas, concepts, software, plans, techniques, models, data, or documentation
relating to strategic and business plans; pricing information and analyses;
profit margins; research and development activities, investments and plans;
service positioning and related strategies; customer identities and
customer-related information; new product plans; marketing techniques and
materials, marketing and development plans, target markets; expansion plans and
strategies; price lists, cost and pricing policies; and financial information
and forecasts (collectively, “Confidential
Information”); (ii) the Company will suffer substantial harm and damage
which would likely be difficult to fully quantify if the Employee breaches any
of the terms, provisions and conditions of Paragraphs 5(a), (b) and (c); and
(iii) the provisions of this Agreement are reasonable and necessary for the
protection of the business of the Company.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    (b)           The
Employee agrees that he will not at any time, either during the term of the
Agreement or thereafter, divulge to any person, firm, corporation or any other
entity or otherwise make use of any Confidential Information obtained or learned
by him during the course of his employment with the Company, or prior to the
commencement hereof, with regard to the operational, financial, business or
other affairs of the Company, its officers and directors except (i) in the
course of performing his duties hereunder, (ii) with the Company’s express
written consent, (iii) to the extent that any such information is in the public
domain other than as a result, directly or indirectly, of the Employee’s breach
of any of his obligations hereunder or of any other duty to the Company, or (iv)
where required to be disclosed by court order, subpoena or other government
process.  In the event that the Employee shall be required to make a
disclosure pursuant to the provisions of clause (iv) above, the Employee
promptly, but in no event more than 48 hours after learning of such subpoena,
court order or government process nor less than 24 hours prior to the return
date for any such subpoena, court order or other government process, shall
notify (by personal delivery or by telecopy, confirmed by mail) the Company and,
at the Company’s expense, the Employee shall (1) take all necessary steps
requested by the Company to defend against the enforcement of such subpoena,
court order or government process, and (2) permit the Company to intervene and
participate with counsel of its choice in any proceeding relating to the
enforcement thereof.

     

    (c)           Upon
the cessation of his employment with the Company for any reason, or at any time
the Company may so request, the Employee will promptly deliver to the Company
all data, memoranda, notes, record, reports, manuals, drawing, blueprints,
computer code and other documents and all computer software, hardware and discs
and any other memory storage facility (and all copies thereof) relating to the
business of the Company and all property associated therewith, which he may then
possess or have under his control, other than information relating to his own
compensation and employee benefits.

     

    (d)           The
Company acknowledges and agrees that:  (i) as a result of its
employment of the Employee, the Company has obtained and will obtain
proprietary, trade secret and confidential information concerning the Business
and the business of Noor and other discoveries, ideas, concepts, software,
plans, techniques, models, data, or documentation relating to strategic and
business plans; pricing information and analyses; profit margins; research and
development activities, investments and plans; service positioning and related
strategies; customer identities and customer-related information; new product
plans; marketing techniques and materials, marketing and development plans,
target markets; expansion plans and strategies; price lists, cost and pricing
policies; and financial information and forecasts related to the Business or the
business of Noor (collectively, “Employee Confidential
Information”); (ii) the Employee will suffer substantial harm and damage
which would likely be difficult to fully quantify if the Company breaches any of
the terms, provisions and conditions of Paragraphs 5(d), (e) and (f); and (iii)
the provisions of this Agreement are reasonable and necessary for the protection
of the Business and the business of Noor.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

       

    

    (e)           The
Company agrees that it will not at any time, either during the term of the
Agreement or thereafter, divulge to any person, firm, corporation or any other
entity or otherwise make use of any Employee Confidential Information obtained
or learned by it during the course of the Employee’s employment with the
Company,  with regard to the operational, financial, business or other
affairs of the Division or Noor, except (i) in the course of performing its
duties hereunder, (ii) with the Employee’s express written consent, (iii) to the
extent that any such information is in the public domain other than as a result,
directly or indirectly, of the Company’s breach of any of its obligations
hereunder or of any other duty to the Employee, or (iv) where required to be
disclosed by court order, subpoena or other government process.  In
the event that the Company shall be required to make a disclosure pursuant to
the provisions of clause (iv) above, the Company promptly, but in no event more
than 48 hours after learning of such subpoena, court order or government process
nor less than 24 hours prior to the return date for any such subpoena, court
order or other government process, shall notify (by personal delivery or by
telecopy, confirmed by mail) the Employee and, at the Employee’s expense, the
Company shall (1) take all necessary steps requested by the Employee to defend
against the enforcement of such subpoena, court order or government process, and
(2) permit the Employee to intervene and participate with counsel of his choice
in any proceeding relating to the enforcement thereof.

     

    (f)           Upon
the cessation of his employment with the Company for any reason, or at any time
the Employee may so request, the Company will promptly deliver to the Employee
all data, memoranda, notes, record, reports, manuals, drawing, blueprints,
computer code and other documents and all computer software, hardware and discs
and any other memory storage facility (and all copies thereof) relating solely
to the Business, the Division or Noor and all property associated therewith,
which it may then possess or have under its control.

     

    6.           Intentionally
Omitted.

     

    
      	
               
      

            	
              7.

            	
              Breach of Certain
      Provision.

            


    

     

    (a)           If
the either party commits a breach, or threatens to commit a breach, of any of
the provisions of Paragraphs 4 or 5, as applicable, then the other party shall
have the right and remedy: (i) to have the provisions of this Agreement
specifically enforced (without posting bond) by any court having equity
jurisdiction, including, without limitation, the right to an entry against the
Employee or the Company, as applicable, of restraining orders and injunctions
(preliminary, mandatory, temporary and permanent) against violations, threatened
or actual, and whether or not then continuing, of such provisions, it being
acknowledged and agreed by the parties that any such breach or threatened breach
will cause irreparable injury to the Company and/or the Employee, as applicable,
and that money damages will not provide an adequate remedy to the Company and/or
the Employee, as applicable; (ii) to require the Employee and/or the Company, as
applicable to account for and pay over to the Company and/or the Employee, as
applicable, all compensation, profits, monies, accruals, increments or other
benefits (collectively, “Benefits”) derived or
received by the Employee and/or the Company, as applicable as the result of any
transactions constituting a breach of any of the provisions of Paragraphs 4 or 5
and the Employee and/or the Company, as applicable, hereby agrees to account for
and pay over such Benefits to the Company and/or the Employee; and (iii) in the
case of the Company, to immediately terminate this Agreement for Cause pursuant
to Paragraph 7(a) and in the case of the Employee, to terminate this Agreement
for Good Reason pursuant to Paragraph 8(d).

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

       

    

    (b)           Each
of the rights and remedies enumerated in this Paragraph 7 shall be independent
of the other, and shall be severally enforceable, and such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or equity.

     

    
      	
               
      

            	
              8.

            	
              Term and
      Termination.

            


    

     

    (a)           Except
for the provisions of Paragraph 9, Paragraph 10, Paragraph 11 and Paragraph 12,
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 APA are consummated and
become effective.  The term of this Agreement shall be for the period
commencing on the Employment Date and terminating on the third anniversary
thereof (such period, the “Employment
Period”).  Notwithstanding the foregoing, (i) Paragraph 9,
Paragraph 10, Paragraph 11 and Paragraph 12 shall be in full force and effect as
of the date of this Agreement and shall survive any termination or expiration of
this Agreement and (ii) Employee’s employment with the Company shall
automatically terminate upon the death of the Employee and may be terminated at
any time by the Company, without prior notice, for Cause (as hereinafter
defined) or as otherwise set forth in this Paragraph 8.  The Employee
hereby acknowledges and agrees that nothing in this Agreement shall be deemed to
obligate the Company to consummate the transactions contemplated by the APA
pursuant to the terms thereof of or otherwise.  In the event that the
APA is terminated, the provisions set forth in Paragraph 9, Paragraph 10,
Paragraph 11 and Paragraph 12 shall remain in full force and
effect.  If the APA is terminated and the Company or any affiliate
thereof enters into an agreement for a transaction substantially similar to the
transaction contemplated by the APA with the parties thereto within 12 months of
the date hereof, then this Agreement shall become effective on the date on which
the transactions contemplated by such agreement are consummated and become
effective

     

    (b)           Termination
of employment by the Company for Cause pursuant to Paragraph 8(a) shall be
effective on the date of delivery of written notice of termination, which notice
shall set forth the basis for such termination, and as of such effective date,
the Employee shall no longer be entitled to any Base Salary, bonus or any other
benefits hereunder, provided that the Company shall pay the Employee (1) any
Base Salary and Bonus accrued through such effective date of termination and
Bonus as set forth in Section 2(b) above, (2) any benefits owed pursuant to the
terms of any employee benefit plans in which the Employee is a participant at
such effective date, and (3) any out-of-pocket expenses for which the Employee
is entitled to be reimbursed pursuant to Paragraph 3(c) as of such effective
date (such amounts pursuant to clauses (1)-(3) collectively, the “Accrued
Amounts”).

     

    (c)           For
purposes of this Agreement, “Cause” shall mean
that the Employee has (1) committed an act of fraud upon the Company; (2) been
convicted of or pleaded guilty or nolo contendre to any felony charge not
involving an automobile; (3) been convicted of or pleaded guilty or nolo
contendre to any misdemeanor charge involving theft, fraud or other financial
impropriety against or in connection with the Company or any affiliate thereof;
(4) misappropriated any material funds, property or rights of the Company; (5)
breached any obligation created by Paragraphs 4 or 5 of this Agreement and such
breach is not curable or failed to cure such violation, if curable, within 30
days after written notice from the Company setting forth with particularity such
violation; or (6) violated any material written policy of the Company of which
Employee had been provided written notice of and failed to cure such violation,
if curable, within 30 days after written notice from the Company setting forth
with particularity such violation.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

       

    

    (d)           The
Employee may, at his option, terminate this Agreement for Good Reason by
providing at least 30 days advance written notice to the Company of such
termination.  “Good Reason” shall
mean the occurrence of any one or more of the following events without the prior
consent of the Employee:

     

    
      	
               
      

            	
              (i)

            	
              The
      occurrence of a Change of Control. For purposes of this Agreement, “Change of
      Control” means, with respect to the Company and whether in one
      transaction or a series of related transactions, (A) any transfer,
      assignment or sale of all or substantially all of the capital stock or
      assets of the Company or the Division to any entity other than an
      affiliate of the Company, or (B) any merger, consolidation, share
      exchange, tender offer or similar transaction with a non-affiliate where
      the Company is not the surviving
entity.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      failure by the Company to make any payment due to Employee pursuant to
      this Agreement, provided that
      Employee may only terminate this Agreement for Good Reason pursuant this
      clause (d)(ii) if the Company has not cured the asserted basis for such
      resignation within 30 days after its receipt from the Employee of written
      notice setting forth in reasonable detail the circumstances giving rise to
      such resignation for Good Reason.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      taking of any action or inaction by the Company which constitutes a
      material incurable breach of the terms of Paragraph 4 or Paragraph 5 of
      this Agreement.

            


    

     

    (e)           If,
during the Employment Period, the Company terminates the Employee’s employment
for a reason other than Cause, death, or Disability (as hereinafter defined), or
if the Employee terminates his employment for Good Reason, the Company shall,
subject to the Employee’s continued full performance of his obligations set
forth in Paragraphs 4 and 5 hereof, pay to the Employee (or his estate,
beneficiary or legal representative) an amount equal to the aggregated Base
Salary which would be due to the Employee for the remainder of the Employment
Period (the “Severance
Payment”).  The Severance Payment shall be paid in periodic
installments as follows:

     

    (i)  if
the Employee’s employment is terminated pursuant to this Paragraph 8(e) during
the first year of the Employment Period, the Severance Payment shall be paid in
accordance with Paragraph 2(a) of this Agreement;

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

       

    

    (ii)  if
the Employee’s employment is terminated pursuant to this Section 8(e) during the
second year of the Employment Period, the Severance Payment shall be paid at a
rate of $9,000 per week until the entirety of the Severance Payment has been
paid to the Employee; or

     

    (iii)  if
the Employee’s employment is terminated pursuant to this Section 8(e) during the
third year of the Employment Period, the Severance Payment shall be paid at a
rate of $6,000 per week until the entirety of the Severance Payment has been
paid to the Employee.

     

    (f)           If
the Employee’s employment ends as a result of death or a termination of
employment by the Company by reason of the failure, because of illness or
incapacity (and subject to applicable law) , of the Employee to render the
services contemplated by this Agreement for 120 days in any 365-day period
(“Disability) at any time during the first two years of the Employment Period,
the Company shall pay the Employee (or his estate, beneficiary or legal
representative) an amount equal to the unpaid balance of the aggregated Base
Salary for such two year period.

     

    (g)           If
the Employee’s employment ends as a result of death or a termination of
employment by the Company for Disability any time during the third year of the
Employment Period, the Company shall pay the Employee (or his estate,
beneficiary or legal representative) an amount equal to the unpaid balance of
the Base Salary through the end of the Employment Period, plus an additional
amount equal to one-quarter of the Base Salary for such year.

     

    (h)           Any
payments required to be made under Paragraph 8(f) or 8(g) shall be made in
accordance with Paragraph 2(a) of this Agreement.

     

    (i)           Notwithstanding
anything else contained herein to the contrary, if the aggregate of the
payments to be made under this Agreement as a result of a Change of Control,
either alone or together with other payments to which the Employee is entitled
from the Company, would constitute an “excess parachute payment” (as defined in
Section 280G of the Internal Revenue Code of 1986, as amended, and any
regulations and guidelines issued thereunder (the “Code”)),
such aggregate payments shall be reduced to the largest amount that
can be received by the Employee without incurring an excise tax under Section
4999(a) of the Code; provided, however, that such reduction shall occur only if
the after-tax value of the payments to the Employee calculated with the
foregoing reduction exceed the after-tax value of the payments to the Employee
without the foregoing reduction.  The determination of any reduction
in payments hereunder pursuant to the foregoing provisions shall be made in good
faith by the Company in consultation with the Employee, or, in the sole
discretion of the Company, by a nationally recognized accounting firm, after the Company
provides material information for this purpose to and consults with the
Employee.  Such determination shall be conclusive and binding on the
Employee.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

       

    

    9.           General
Release.  In exchange for the consideration set forth in this
Agreement, the adequacy and sufficiency of which are acknowledged, the Employee,
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 APA;
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 Sale or the
APA.  Notwithstanding the foregoing, the Parties hereto acknowledge
and agree that this Paragraph 9 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 out of or in connection with this Agreement
and/or the Services Agreement.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

       

    

    10.           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 APA; 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 Limited 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 release
contained in Section 10 shall be of no force and effect and Releasor shall not
be deemed to have provided any release to Limited Releases in the event any
Limited Releasee initiates any action against any Releasor with respect to any
issue set forth in clauses (a) through (f) above.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

       

    

    11.           Company
Release.  In exchange for the consideration set forth in this
Agreement, the adequacy and sufficiency of which are acknowledged, Corporate
Resource Development, Inc., Corporate Resource Services, Inc., Tri-State
Employment Services, Inc., Tri-State Employment Inc., and Accountabilities,
Inc., on behalf of themselves and their 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, “ Company Releasor”),
do hereby irrevocably and unconditionally release and forever discharge the
Employee 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 Company Releasor may have had,
now has, or may ever have against the Employee, 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 APA; 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 Company Releasor and
the Employee that relate to, arise out of or are in connection with (directly or
indirectly) the Asset Sale or the APA.  Notwithstanding the foregoing,
the Parties hereto acknowledge and agree that this Paragraph 11 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 Services Agreement.

     

    
      	
               
      

            	
              12.

            	
              Miscellaneous.

            


    

     

    (a)           The
parties hereto agree and acknowledge that the Company shall be responsible for
the collection of all revenues generated by the Division.

     

    (b)           This
Agreement shall be governed by the laws of the State of New York without giving
effect to the conflict of law principles thereof.  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 employment 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 employment 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.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

       

    

    (c)           Arbitration.  Notwithstanding
the foregoing clause (b), 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.

     

    (d)           The
Employee acknowledges and agrees that (i) he has had an opportunity to seek
advice of counsel in connection with this Agreement and (ii) the
restrictive covenants set forth in Paragraph 4 are reasonable in geographical
and temporal scope and in all other respects.  If any of the rights or
restrictions contained or provided for in this Agreement shall be deemed by a
court of competent jurisdiction to be unenforceable by reason of the extent,
duration or geographical scope, the parties agree that the court shall reduce
such extent, duration, geographical scope and enforce this Agreement in its
reduced form for all purposes in the manner contemplated hereby to the maximum
extent enforceable by law.  Should any of the provisions of this
Agreement require judicial interpretation, it is agreed that the court
interpreting or construing this Agreement shall not apply a presumption that any
provision shall be more strictly construed against one party by reason of the
rule of construction that a document is to be construed more strictly against
the party who itself or through its agents prepared the same, it being agreed
that both parties and their respective agents have participated in the
preparation of this Agreement.

     

    (e)           Subject
to the requirement contained in the Employment Agreement dated April 7, 2003
between GT System Inc. and the Employee, to provide 20 days notice for
resignation or other termination, the Employee further acknowledges and agrees
that the execution and delivery of this Agreement by the Employee does not (i)
conflict with or violate any law applicable to each of the Employee or (ii)
result in a breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give rise to any right
of termination, acceleration or cancellation under any note, bond, mortgage,
indenture, contract, agreement, lease, license or other instrument or
obligation, oral or written, to which the Employee is a party or by which the
Employee is bound.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

       

    

    (f)           EXCEPT
AS OTHERWISE SET FORTH IN PARAGRAPHS 4, 5, 6 AND 7 OF THIS AGREEMENT, 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.

     

    (g)           This
Agreement sets forth the entire agreement between the parties hereto with
respect to the subject matter hereof and is intended to supersede all prior
negotiations, understandings and agreements.  No provision of this
Agreement may be waived or amended, except by a writing signed by the parties
hereto.

     

    (h)           This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and together which shall constitute one and the same
instrument.  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.

     

    (i)           The
Employee may not assign this Agreement, or any right or obligation hereunder,
without the prior written consent of the Company.  Any such attempted
assignment shall be null and void.

     

    (j)           This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors, assigns and personal
representatives.

     

    (k)           Any
and all notices or other communications hereunder shall be sufficiently given if
sent by hand, overnight courier or by certified mail, return receipt requested,
postage prepaid, addressed to the party to receive the same at its or his
address set forth on page 1 hereof, or to such other address as the party to
receive the same shall have specified by written notice given in a manner
provided for in this Paragraph 12(k).  Such notices or other
communications shall be deemed to have been given upon receipt if given by hand
or by overnight courier and three days after the date deposited in the
mail.

     

    (l)           It
is intended that this Agreement comply with § 409A of the Code,
to the extent this Agreement is otherwise subject thereto, and this Agreement
shall be interpreted consistent therewith.

     

    (m)           The
parties hereto acknowledge and agree that Employee and the Chief Operating
Officer of the Company shall mutually agree on an annual advertising budget for
the Division.

     

    13.           Termination and
Transition.  On termination or expiration of this Agreement,
the Company promptly shall deliver all Confidential Information and other assets
of the Business of the Division to Employee, free and clear of all liens, claims
and encumbrances.  The Company will cooperate with the Employee in
transitioning all work in progress to the Employee, or the Employee’s designee,
and will otherwise cooperate with the Employee as reasonably requested to
prevent disruption to the 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.  Termination of this Agreement shall
not limit either party from pursuing any other remedies available to it at law
or in equity.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    
      14.           Exercise of
Rights.  Neither the Company nor any affiliate shall assert any
right or claim it may acquire from any of the Limited Releasees against Employee
or any of his affiliates in connection with the Asset Sale or any agreement or
purported agreement between any of the Limited Releasess and the Employee,
including, without limitation, any employment agreement, or any other right or
claim of a Limited Releasee against the Employee.

       

      15.           Company
Covenants.  The Company further acknowledges and agrees that it
shall not with respect to the Division transfer, assign or sell all or
substantially all of the capital stocks or assets of the Division to any entity
other than an affiliate of the Company.


       

      [Remainder
of This Page Intentionally Left Blank]

       

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

    

     

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

       

      
        
          	 	
                  CORPORATE
      RESOURCE DEVELOPMENT
      INC.

                	 
	 	 	 	 
	
                	
                  By: 
      

                	/s/
      Jay H. Schecter	 
	 	 	      
                  Name: Jay
      H. Schecter

                	 
	 	 	      
                  Title: Chief
      Executive Officer

                	 
	 	 	 	 
	 	 	/s/
      Habib Noor	 
	 	 	      
                  Habib
      Noor

                	 


        

      

       

      With
respect to Sections 4, 5, 12 and 14

      For the
benefit of:

      NOOR
ASSOCIATES, INC.

      


      


      By: 
/s/ Habib
Noor

      
        

      

      Name:  Habib
Noor

      Title:    President

       

      
        
           

        

        
          -17-