Smart-tek Solutions, Inc.: Exhibit 10.13 - Filed by newsfilecorp.com




ACQUISITION OF ASSETS

     This is an Agreement, entered
into on October 1, 2011 (the “Effective Date”), by and between SMART-TEK
SOLUTIONS, INC., a Nevada company (“Buyer”) and AMERICAN MARINE, LLC dba AMS
OUTSCOURCING, a Montana Limited Liability Corporation (“Seller”).

Background

     A. Buyer is engaged in the
business of providing professional employer organization outsourcing (PEO) and
human resources services to small and medium-size businesses.

     B. Seller has agreed to sell to
Buyer, and Buyer has agreed to purchase from Seller Client Contracts, trade
names, and good will. Specifically, Buyer is purchasing the staffing contracts,
trade name and good will associated with Solvis.

     NOW, THEREFORE,
intending to be legally bound, the parties agree as follows:

     1. Purchase and Sale of
Assets.

          1.1
Acquired Net Assets. Upon the terms and conditions of this Agreement,
Seller hereby sells, transfers, assigns, conveys and delivers to Buyer, and
Buyer hereby purchases, accepts and acquires from Seller, the described assets
of the Seller as of the closing date. In addition, the below assets, not
necessarily tangible, will become the property of the Buyer (the “Acquired Net
Assets”):

                    a)
All trade name and licenses, certifications and registrations regarding
Solvis.

                    b)
Transfer of certain American Marine employees to Buyer at Buyer’s discretion

          1.3
Following the Closing Date, all payments received by Seller from any customers
related to receivables transacted prior to the acquisition date, such amounts
will belong to the Seller. A list of such receivables is in Exhibit A

     2. Purchase Price and
Payment.

          2.1
Purchase Price. The purchase price for the Acquired Net Assets (the
“Purchase Price”) shall be Five Hundred Thirty Five Thousand Dollars ($535,000).
(See Valuation – Exhibit B)

          2.2
Payment. The Purchase Price shall be paid as follows:

               2.2.1
$35,000 Thousand Dollars ($35,000) shall be paid on the Closing Date by a wire
transfer to the following account:

________________________

________________________

               2.2.2
Five Hundred Thousand Dollars ($500,000) shall be paid by delivery of a
promissory note on the Closing Date providing for the balance of the purchase
price as Exhibit C .

     2.3 Purchase Price
Revaluation.

                    • Year
2012 – At December 31, 2012, the purchased assets will be revalued at four (4)
times pretax earnings. A one year promissory note at 6% interest will be issued
for the net change between the original value and the 2012 revalue.

                    • Year
2013 – At December 31, 2013, the purchased assets will be revalued at four (4)
times pretax earnings. A one year promissory note at 6% interest will be issued
for the net change between the revalue as of December 31, 2012 and the revalue
at December 31, 2013.

     3. Allocation of Purchase
Price. The Purchase Price shall be allocated as set forth on Exhibit
C. Buyer and Seller hereby covenant that the foregoing allocation of the
Purchase Price shall, for tax purposes, be binding on them and they each shall
file their respective tax returns, including the statement required by section
1060 of the Internal Revenue Code of 1986, as amended (the “Code”), in
accordance with such allocations, and shall not take any position inconsistent
with such allocations.



     4. Closing.

          4.1
Time and Place of Closing. The closing of the transactions described in
this Agreement “Closing”) shall take place on September 30, 2011 or at such
other time as the parties may mutually agree (the “Closing Date”).

          4.2
Deliveries.

               4.2.1
Deliveries by Seller. At Closing, Seller shall deliver to Buyer:

                    4.2.1.1
Such executed bills of sale, endorsements, assignments, and other good and
sufficient instruments of conveyance and transfer, in form and substance
reasonably satisfactory to Buyer’s counsel, as shall be effective to vest in
Buyer all of such Seller’s right, title, and interest in and to the Acquired
Assets;

                    4.2.1.2
All necessary consents or assurances of third parties, if any;

                    4.2.1.3
Such executed corporate approvals, resolutions, and authorizations, in form and
substance reasonably satisfactory to Buyer’s counsel, including, but not limited
to, approval of the sale of the Acquired Assets by the Seller’s governing
body.

               4.2.2
Deliveries by Buyer. At Closing, Buyer shall deliver to Seller:

                    4.2.2.1
Such executed assignment and assumption agreements and other documentation, in
form and substance reasonably satisfactory to Sellers’ counsel, as shall be
effective to evidence Buyer’s purchase of the Acquired Assets;

                    4.2.2.2
All necessary consents or assurances of third parties, if any;

                    4.2.2.3
Such executed corporate approvals, resolutions, and authorizations, in form and
substance reasonably satisfactory to Seller’s counsel, including, but not
limited to, approval of the purchase of the Acquired Assets by the governing
body of Buyer;

               4.2.2.4
The portion of the Purchase Price payable at Closing; and

               4.2.2.5
The executed Note.

          4.2.3
Form of Delivery. The deliveries described above may be made at Closing
by fax or electronic transmission. Within ten (10) days after Closing, the
parties shall exchange original, fully-executed originals.

     5. Representations and
Warranties. Seller hereby makes the following representations and warranties
to Buyer, each of which shall survive the Closing:

          5.1
Corporate Organization. Seller is duly organized, validly existing, and
in good standing under the laws of the State of Montana and has qualified to do
business in each jurisdiction where such qualification is required and Seller
has all requisite corporate power and authority and all necessary licenses and
permits to conduct its business as now conducted and to own, lease, and operate
the assets and properties now owned, leased, or operated by it.

          5.2
Approvals. Seller is legally permitted and authorized by its shareholders
and directors to consummate this Agreement and the transactions contemplated
herein.

          5.3
Enforceability. This Agreement and any documents to be delivered under
this Agreement are valid and binding obligations of Seller and are enforceable
against Seller in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors’ rights generally, and
except that the availability of specific performance, injunctive relief or other
equitable remedies is subject to the discretion of the court before which any
proceeding is brought.



          5.4
Title to Assets. Seller has exclusive rights to and good and marketable
title to all of the Acquired Assets, free and clear of any and all liens,
leases, licenses, claims of others, mortgages, pledges, claims, security
interests, conditional sales agreements, charges, options and other encumbrances
whatsoever.

          5.5
No Consents Required. Seller has the full power and authority to execute,
deliver, and perform this Agreement and consummate the transactions contemplated
by this Agreement, and such execution and performance does not require the
consent or permission of any third party.

          5.6
No Violation. Neither the execution or delivery of this Agreement or any
documents to be delivered under this Agreement nor their performance by Seller
will violate the terms of Seller’s Certificate of Incorporation, Bylaws, or
other governing instruments, or any agreement, instrument, or decree to which it
is a party or by which it is bound.

          5.7
Infringement. The sale of the Acquired Assets to Buyer and Buyer’s
replication and sale of such Acquired Assets in the ordinary course of business
will not infringe upon the intellectual property rights or any other proprietary
right of any person or entity.

          5.8
No Licenses. There are no licenses now outstanding or other rights
granted to any person or entity under or in connection with any of the Acquired
Assets and Seller is not a party to any agreement or understanding with respect
to the use, sale, assignment, or otherwise of the Acquired Assets.

          5.9
No Claims. There is no pending challenge or claim asserting the
invalidity, misuse or unenforceability of Seller’s rights or challenging
Seller’s right to ownership or use of the Acquired Assets or to transfer and
assign the Acquired Assets, and Seller has no knowledge of facts that would
support such a challenge or claim.

          5.10
No Litigation. There is no litigation, administrative, or governmental
proceeding or investigation pending or, to Seller’s knowledge, threatened
against Seller relating to any of the Acquired Assets, and Seller knows of no
facts or circumstances that could reasonably be expected to give rise to any
such litigation or proceeding.

          5.11
Compliance with Laws. Seller has complied with all applicable laws in the
operation of its business and has not received any notice of violation of any
law, ordinance, rule, regulation, or order which has a material adverse affect
on or, so far as any of them can now reasonably foresee, could reasonably be
expected to in the future to have a material adverse affect on the Acquired
Assets.

          5.12
Completeness. No certificate, statement, schedule, exhibit, or other
instrument furnished by Seller contains an untrue statement of material fact or
omits to state any fact that would be necessary to make such certificate,
statement, schedule, exhibit, or other instrument not misleading.

          5.13
Brokers. Seller has not employed a broker in connection with the
transactions described in this Agreement, nor entered into any other agreement
which may cause any person to become entitled to a commission as a result of
such transactions.

     6. Buyer’s Representations and
Warranties. Buyer hereby makes the following representations and warranties
to Seller, each of which shall survive the Closing:

          6.1
Corporate Organization. Buyer is duly organized, validly existing, and in
good standing under the laws of the State of Nevada and has qualified to do
business in each jurisdiction where such qualification is required. Buyer has
all requisite corporate power and authority and all necessary licenses and
permits to conduct its business as now conducted and to own, lease, and operate
the assets and properties now owned, leased, or operated by it.

          6.2
Approvals. Buyer is legally permitted and authorized by its members and
managers to consummate this Agreement and the transactions contemplated
herein.



          6.3
Enforceability. This Agreement and any documents to be delivered under
this Agreement are valid and binding obligations of Buyer and are enforceable
against Buyer in accordance with their respective terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors’ rights generally, and except that the availability of
specific performance, injunctive relief or other equitable remedies is subject
to the discretion of the court before which any proceeding is brought.

          6.4
No Consents Required. Buyer has the full power and authority to execute,
deliver, and perform this Agreement and consummate the transactions contemplated
by this Agreement, and such execution and performance does not require the
consent or permission of any third party.

          6.5
No Violation. Neither the execution or delivery of this Agreement or any
documents to be delivered under this Agreement nor their performance by Buyer
will violate the terms of Buyer’s Certificate of Formation, Operating Agreement,
or other governing instruments, or any agreement, instrument, or decree to which
it is a party or by which it is bound.

          6.6
Completeness. No certificate, statement, schedule, exhibit, or other
instrument furnished by Buyer contains an untrue statement of material fact or
omits to state any fact that would be necessary to make such certificate,
statement, schedule, exhibit, or other instrument not misleading.

          6.7
Brokers. Buyer has not employed a broker in connection with the
transactions described in this Agreement, nor entered into any other agreement
which may cause any person to become entitled to a commission as a result of
such transactions.

          6.8

     7. Indemnifications.

          7.1
Indemnification by Seller. Seller shall defend, hold harmless, and
indemnify Buyer and its employees, officers, and managers, and members against
all liabilities, damages, losses, claims, judgments and expenses (including
reasonable attorneys’ fees and related costs) arising from (i) the conduct of
Seller’s business; or (ii) a breach by Seller of any of the covenants,
agreements, warranties or representations contained in this Agreement.

          7.2
Indemnification by Buyer. Buyer shall defend, hold harmless, and
indemnify Seller and its employees, officers, directors, and shareholders
against all liabilities, damages, losses, claims, judgments and expenses
(including reasonable attorneys’ fees and related costs) arising out of (i) the
conduct of Buyer’s business; or (ii) a breach by Buyer of any of the covenants,
agreements, warranties or representations contained in this Agreement.

          7.3
Notice of Claim. Upon receipt of a third party claim or demand for which
a party is entitled to indemnification, or in any other event where a party
believes it is entitled to indemnification, such party (the “Indemnified Party”)
shall (i) notify the party required to provide such indemnification (the
“Indemnifying Party”) in writing of the nature of the claim and the names and
addresses of the persons involved in or having an interest in such claim; (ii)
furnish the Indemnifying Party with all documents and information within the
possession, custody, or control of the Indemnified Party and relating to such
claim; and (iii) cooperate with the Indemnifying Party should the Indemnifying
Party choose to defend such claim pursuant to section 10.4.

          7.4
Defense of Claim. Upon receipt of the notice described in section 10.3,
the Indemnifying Party shall be entitled to exercise control of the defense and
settlement of any third party claim giving rise to the claim to indemnification,
provided that (i) such defense and settlement shall be at the sole cost and
expense of the Indemnifying Party; (ii) the Indemnifying Party shall notify the
Indemnified Party of its intention to assume control of the defense and
settlement within a reasonable time of its receipt of the notice described in
section 10.3; (iii) the Indemnifying Party shall be permitted to control the
defense of the claim only if the Indemnifying Party is financially capable of
such defense and engages the services of a qualified attorney, each in the
reasonable judgment of the Indemnified Party; (iv) the Indemnifying Party shall
not thereafter withdraw from control of such defense and settlement without
giving reasonable advance notice to the Indemnified Party; (v) the Indemnified
Party shall be entitled to participate in, but not control, such defense and
settlement at its own cost and expense; (vi) before entering into any settlement
of the claim, the Indemnifying Party shall be required to obtain the prior
written approval of the Indemnified Party, which shall be not unreasonably
withheld, if pursuant to or as a result of such settlement, injunctive or other
equitable relief would be imposed against the Indemnified Party or its assets or
business; and (vii) the Indemnifying Party will not enter into any settlement of
any such claim without the prior written consent of the Indemnified Party,
unless the Indemnifying Party agrees to be liable for any amounts to be paid to
the third party pursuant to such settlement and satisfies to the reasonable
satisfaction of the Indemnified Party its ability to satisfy such liability.



          7.5
Limitation on Actions.

               7.5.1
Time Limitation. No action for indemnification based on an alleged breach
of representations or warranties pursuant to this section shall be effective
unless the notice described in section 10.3 is received by the party from whom
indemnification is sought within eighteen (18) months following the Closing
Date.

               7.5.2
Reservation of Rights. The election of the Indemnifying Party to defend a
claim shall not preclude the Indemnifying Party from subsequently contesting its
obligation to indemnify the Indemnified Party with respect to such claim.

     7. Restrictive
Covenants.

          8.1
Confidential Information. At all times after the date of this Agreement,
Seller shall not, except with the express prior written consent of Buyer,
directly or indirectly, communicate, disclose or divulge to any person or
entity, or use for its own benefit or the benefit of any person, any
confidential or proprietary information of Buyer or Buyer’s business, including
but not limited to business plans, trade secrets, financial statements and
projections, marketing plans, business practices, pricing, cost, and expense
information, and all discussions and negotiations relating to this Agreement and
the transactions contemplated hereunder.

          8.2
Remedies for Breach. Seller acknowledges that the restrictions contained
in this section 11 are reasonable and necessary in order to protect Buyer’s
legitimate interests and that any violation thereof would result in irreparable
injury to Buyer. Seller therefore acknowledges and agrees that, in the event of
any violation thereof, Buyer shall be authorized and entitled to obtain, from
any court of competent jurisdiction, preliminary and permanent injunctive relief
as well as an equitable accounting of all profits or benefits arising out of
such violation, which rights and remedies shall be cumulative and in addition to
any rights or remedies to which Buyer may be entitled. In the event that this
section 11 is held to be in any respect an unreasonable restriction upon Seller,
the court so holding may reduce the territory to which it pertains and/or the
period of time during which it operates, or effect any other changes to the
extent necessary to render this Section enforceable by said court.

     9. Miscellaneous.

          9.1
Amendments; Waivers. No amendment, modification, or waiver of any
provision of this Agreement shall be binding unless in writing and signed by the
party against whom the operation of such amendment, modification, or waiver is
sought to be enforced. No delay in the exercise of any right shall be deemed a
waiver thereof, nor shall the waiver of a right or remedy in a particular
instance constitute a waiver of such right or remedy generally.

          9.2
Notices. Any notice or document required or permitted to be given under
this Agreement shall be deemed to be given on the date such notice is (i)
deposited in the United States mail, postage prepaid, certified mail, return
receipt requested, (ii) deposited with a commercial overnight delivery service
with delivery fees paid, or (iii) transmitted by facsimile or electronic mail
with transmission acknowledgment, to the following addresses or such other
address or addresses as the parties may designate from time to time by notice
satisfactory under this section:

	 	Buyer: 	Smart-Tek Solutions Inc. 
	 	  	11838 Bernardo Plaza Ct 
	 		Suite 240 
	 	  	San Diego, CA 92128 







	 	Seller: 	AMERICAN MARINE, LLC 
	 	  	11838 Bernardo Plaza Ct 
	 	  	Suite 210 
	 	  	San Diego, CA 92128 


     A copy of any notice to Buyer
shall be sent to Owen Naccarato, Esq., Naccarato & Associates, 1100 Quail
Street, Suite 100, Newport Beach, California 92660, FAX (949) 851-9262,
owen@owenn.com, and a copy of any notice to Seller shall be sent to Sellers’
address above, provided that such copies shall not themselves constitute
notice.

          9.3
Governing Law.

               9.3.1
In case of breach of Buyers Warranties and Representations and breach of
Promissory Note. This Agreement shall be governed by the internal laws of
California without giving effect to the principles of conflicts of laws. Each
party hereby consents to the personal jurisdiction of the Federal or California
courts located in San Diego County, California, and agrees that all disputes
arising from this Agreement shall be prosecuted in such courts. Each party
hereby agrees that any such court shall have in personam jurisdiction over such
party and consents to service of process by notice sent by regular mail to the
address set forth above and/or by any means authorized by California law.

               9.3.2
In case of breach of Sellers Warranties and Representations.

          9.4
Language Construction. The language of this Agreement shall be construed
in accordance with its fair meaning and not for or against any party. The
parties acknowledge that each party and its counsel have reviewed and had the
opportunity to participate in the drafting of this Agreement and, accordingly,
that the rule of construction that would resolve ambiguities in favor of
non-drafting parties shall not apply to the interpretation of this
Agreement.

          9.5
No Offer. The submission of this Agreement by any party for the review
and/or execution by another party does not constitute an offer or reservation of
rights for the benefit of any party. This Agreement shall become effective, and
the parties shall become legally bound, only if and when all parties have
executed this Agreement.

          9.6
Payment of Fees. In the event of a dispute arising under this Agreement,
the prevailing party shall be entitled to recover reasonable attorney’s fees and
costs, provided that if a party prevails only in part the court shall award fees
and costs in accordance with the relative success of each party.

          9.7
Signature in Counterparts. This Agreement may be signed in counterparts,
each of which shall be deemed to be a fully-executed original.

          9.8
Signature by Facsimile. An original signature transmitted by facsimile
shall be deemed to be original for purposes of this Agreement.

          9.9
Assignment. Neither party to this Agreement shall assign its rights or
duties hereunder without the prior written consent of the other party. Any
attempted assignment without such prior written consent shall be null and
void.

          9.10
No Third Party Beneficiaries. Except as otherwise specifically provided
in this Agreement, this Agreement is made for the sole benefit of the parties.
No other persons shall have any rights or remedies by reason of this Agreement
against any of the parties or shall be considered to be third party
beneficiaries of this Agreement in any way.

          9.11
Binding Effect. This Agreement shall inure to the benefit of the
respective heirs, legal representatives and permitted assigns of each party, and
shall be binding upon the heirs, legal representatives, successors and assigns
of each party.

          9.12
Titles and Captions. All article, section and paragraph titles and
captions contained in this Agreement are for convenience only and are not deemed a part of
the context hereof.



          9.13
Pronouns and Plurals. All pronouns and any variations thereof are deemed
to refer to the masculine, feminine, neuter, singular or plural as the identity
of the person or persons may require.

          9.14
Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to its subject matter and supersedes all prior
agreements and understandings.

          9.15
Time is of the Essence: Time is of the essence and both parties mutually
agree to prepare and provide all necessary documentation as may be required to
complete this transaction.

          9.16
Employer of Record: AMS Outsourcing will remain the Employer of Record
until January 1, 2012 to facilitate the processing of government year-end
filings and Form W-2 processing.

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

     SMART-TEK SOLUTIONS,
INC.:

     By: /s/ Kelly
Mowrey                                               
     Kelly
Mowrey, COO

     AMERICAN MARINE,
LLC:

     By: /s/ Niven
Bonar                                                  
     C.
Niven Bonar, Managing Member



Exhibit A

Net Tangible Assets

	  	Description 	 	Book
      Value 	 
	  	  	 	  	 
	1.)  	Furniture and Fixtures 	 	$ 6,341 	 
	2.) 	Prepaids 	 	$52,303 	 






Exhibit B
Valuation

Hanover Federal Capital
Corporation
Merchant Bankers

Member: The EMCO/Hanover Group 

July 15, 2011

AMS Outsourcing
11838 Bernardo Plaza Court,
Suite 210, 
San Diego, CA 92128 

Attention: Mr. Eric Gaer, Chief Executive
Officer
                   Re:
Fairness Opinion – Acquired Net Assets, as collectively referenced
below

Gentlemen:

The EMCO/Hanover Group under Hanover
Federal Capital Corporation (collectively referred to herein as
“Hanover”) has been requested to express an opinion as to the Fair Market
Value (“FMC”) of the Acquired Net Assets under an intent to
sell by AMS Outsourcing (“AMS”), as of June 30, 2011
and as collectively referenced herein under General
Background.

Conclusion

Hanover’s Opinion is that the Fair Market Value that
should be assigned to the Shareholder’ Equity Account of the Acquired Net Assets
should be $535,445 as determined on Page 8 of
this Report.

General Background

In March, 2010, AMS Outsourcing (“AMS”)
acquired certain net assets of Solvis Medical Staffing, Inc.;
Solvis Medical, Inc.; and Solvis Physical Therapy, Inc. (collectively referred
to herein as the “Acquired Net Assets”) from Solvis Healthcare,
Inc. in exchange of indebtedness of approximately $300,000. 

Description of Assets 

Solvis Medical Staffing and Solvis Medical
(collectively “Solvis”) provides medical staffing services to hospitals,
medical clinics, surgical centers, and skilled nursing facilities; and, in
certain cases, nursing care to patients in their homes. Solvis Physical
Therapy, Inc. is a licensed provider of physical therapy services, but is
currently inactive.

11740-11 Sunset Boulevard, Los Angeles, California
90049-2996
Telephone: (310) 471-3735     Fax: (310)
440-2214     Email: bb@emchano.com
Website: www.emcohanover.com



Medical Staffing Services

The Company specializes in providing a broad range of
  staffing services, including nurses and other clinical personnel, to hospitals,
  clinics, and private patients. They provide these services through contracts
  they have with numerous hospitals and clinics in Michigan and California. The
  hospitals and clinics are not obligated to use their services under these
  agreements; the agreements set forth the terms under which the hospitals and
  clinics may use their staffing services.

Solvis employs several different methods to promote and
  advertise their staffing services to acquire new customers, including
  advertising, direct mail, and an internal sales staff. They use their internal
  staff to contact hospital staffing managers regarding their hospital nurse
  staffing services.

Medical Provider Services

Solvis provide nurses and other medical personnel to
patients in their homes through the Company’s home healthcare operations
in Michigan and California. They most frequently obtain patients through
referral by other medical services providers or insurance company case managers.
Some patients are obtained by advertising. They use our internal sales staff to
call physicians, hospitals, case managers and insurance companies regarding our
home healthcare staffing services

Solvis’ Strategy

Solvis recruit nurses and allied health (non-nursing)
professionals. Their strategic objective is to be a profitable provider of
medical staffing services and home healthcare services; and to be a preferred
provider of physical therapy services. They currently provide our services with
operations in California and Michigan. They hope to expand our business presence
in other locations throughout the U.S. They seek to profitably serve our target
markets by achieving scale and efficiency in their operations. They believe our
target market is large and growing rapidly due to the nature of the medical
industry. They medical staffing and medical provider personnel are trained in
their various experts of expertise and are employees of one of their
subsidiaries, through which they are on payroll.

They market their services to two distinct customer groups: (1)
temporary healthcare professionals and (2) hospital and healthcare facility
clients. To assist in recruitment, they provide their temporary healthcare
professionals with an attractive benefits package, including a 401(k) plan and
health insurance. Management believes that they attract temporary healthcare
professionals due to: 1.) their long-standing reputation for providing a high
level of service; 2.) their numerous job opportunities; and 3.) their benefit
packages and word-of-mouth referrals from their current and former temporary
healthcare professionals.

Hanover Federal Capital Corporation

Merchant
Bankers



They have established a growing and diverse hospital and
healthcare facility client base, ranging from national healthcare providers to
premier teaching and regional hospitals. Hospital and healthcare facilities
utilize our services to help cost-effectively manage staff shortages, new unit
openings, seasonal variations, budgeted vacant positions, long-term leaves of
absence and other flexible staffing needs.

Their medical staffing business segment also includes placement
  of nursing and allied (non-nursing) personnel in home healthcare, which is
  growing in importance due to the changing demographics of the U.S. toward an
  older population and the need for home care of patients who have experienced
  debilitating injuries that require daily care outside of a medical facility. Solvis’ target markets include a number of niche opportunities,
  including: hospitals, specialized facilities, government contracts, private duty
  cases, nursing/assisted living centers, and brain injury cases.

In order to grow their medical staffing business, management
  intends to pursue two parallel strategies: organic growth of their existing
  business, including Solvis Medical Staffing and Solvis Medical –
  in Michigan and in California.

According to Solvis, the growth of their staffing and
  home healthcare units will depend on their ability to increase their pool of
  nurses. In-house recruiting personnel in local markets, trade and employment
  fairs, and targeted mailers are used as tools for recruitment of nurses and
  other health professionals. 

The Market

According to Healthcare Market Resources, the healthcare
  staffing industry in the U.S. is averaging 10% annual growth. The trend within
  hospital systems, however, is to reduce the number of outside agencies used.
  Hospitals are beginning to move toward approved supplier lists, supplier
  consolidation, and separate staffing offices, which will enable them to lower
  their agency numbers and create uniformity. According to The Braff Group,
  entry into new markets for staffing agencies has become increasing difficult,
  which can be mitigated by an acquisitions strategy. 

According to American Family Physician, home healthcare
is one of the fastest growing markets in all of healthcare. Between 1980 and
1996, for example, the number of patients receiving Medicare-sponsored home care
increased by more than 400 percent. Our nation’s largest population group, “baby
boomers”, are beginning to reach the age where many need medical assistance or
help but do not want to live in a nursing home. 

Despite its anticipated growth, recruiting of nurse
professionals in the healthcare staffing industry is difficult as there is a
national shortage of nurses. According to Health Resources and Service
Administration, the current shortage of registered nurses is projected to
worsen, to a shortfall of 800,000 by 2020. On a percentage basis, this means
that the supply is expected to fall short of demand in 2020 by approximately
29%. All healthcare providers, including those in The U.S. healthcare market continues to experience an increase
  in the use of physical therapy and rehabilitation services. This increase is
  driven by an aging population, advances in medical technologies, growing
  availability of services in hospitals and clinics, and more frequent physician
referrals for therapeutic and diagnostic procedures.

Hanover Federal Capital Corporation
Merchant
Bankers



Demand and Supply Drivers

Since the mid-1990s, changes in the healthcare industry
  prompted a permanent shift in staffing models that led to an increased usage of
  temporary staffing at hospitals and other healthcare facilities. These changes
  have also resulted in increased demand for outpatient services including home
  healthcare, and physical therapy/rehabilitation. Management believes that this
  expanded demand and supply pattern will continue because of the following
  drivers:

       a.) Demand
  Drivers

Demographics and Advances in Medicine and
  Technology. As the U.S. population ages and as advances in medicine
  result in longer life expectancy, it is likely that chronic illnesses, injuries,
  and hospital populations will continue to increase. Management believes that
  these factors will increase the demand for temporary nurses, as well as for
  allied health professionals (in hospital and in home). In addition, advances in
  healthcare technology have increased the demand for specialty nurses who are
  qualified to operate advanced medical equipment or perform complex medical
  procedures. 

Shift to Flexible Staffing Models. Nurse wages
  comprise the largest percentage of hospitals’ labor expenses. Cost containment
  initiatives and a renewed focus on cost-effective healthcare service delivery
  continue to lead many hospitals and other healthcare facilities to adopt
  flexible staffing models that include reduced permanent staffing levels and
  increased utilization of flexible staffing sources, such as traveling
  nurses.

Nursing Shortage. Most regions of the United
  States are experiencing a shortage of nurses. The Journal of the American
    Medical Association has reported that the registered nurse workforce is
  expected to be 20% below projected requirements by 2020. Faced with increasing
  demand for and a shrinking supply of nurses, hospitals are utilizing more
  temporary nurses to meet staffing requirements. Factors contributing to the
  current and projected declining supply of nurses include:

State Legislation Requiring Healthcare Facilities to
  Utilize More Nurses. In response to concerns by consumer groups over the
  quality of care provided in healthcare facilities and concerns by nursing
  organizations about the increased workloads and pressures placed upon nurses,
  several states have passed or introduced legislation that is expected to
  increase the demand for nurses. California passed legislation that requires the
  establishment of minimum nurse-to-patient ratios throughout all hospitals.
  Several states are considering similar legislation.


Hanover Federal Capital Corporation
Merchant
Bankers




       b.) Supply
Drivers

Word-of-Mouth Referrals. Nursing applicants are
most often referred to staffing companies by current or former temporary
healthcare professionals. Growth in the number of healthcare professionals that
have traveled, as well as the increased number of hospital and healthcare
facilities that utilize temporary healthcare professionals, creates more
opportunities for referrals.

More Nurses Choosing Temporary Assignment Due to the
Nursing Shortage. In times of nursing shortages, nurses with permanent
jobs generally feel more secure about their employment prospects. They have a
higher degree of confidence that they can leave their permanent position to take
a temporary assignment and have the ability to return to a permanent position in
the future. Additionally, during a nursing shortage, permanent staff nurses are
often required to assume greater responsibility and patient loads, work
mandatory overtime and deal with increased pressures within the hospital. Many
experienced nurses consequently choose to leave their permanent employer, and
look for a more flexible and rewarding position.

Growth Strategy

Solvis’ goal is to expand their healthcare business
units, including nurse staffing, home healthcare, and physical
therapy/rehabilitation. They expect to expand through both organic growth and
through strategic acquisitions as they become available and/or affordable.
According to management, the key components of their business strategy
include:

Expanding Network of Qualified Temporary Healthcare
Professionals. Through the Company’s recruiting efforts, they
will continue to expand their network of qualified temporary healthcare
professionals. Management believes that growth in their temporary healthcare
professional network in the past has been due primarily to referrals from their
current and former temporary healthcare professionals, as well as through
advertising and direct mailings. They expect these methods to continue to gain
momentum as we implement consistent recruitment programs, including
participation in local job fairs.

Strengthening and Expanding Their Relationships with
Hospitals and Healthcare Facilities. According to corporate management,
the Company seeks to continue to strengthen and expand their
relationships with their hospital and healthcare facility clients, and to
develop new relationships. They believe that they are well positioned to offer
their hospital and healthcare facility clients effective solutions to meet their
staffing needs. While the Company holds contracts with most of the
hospitals in the markets they currently serve, they expect to increase their
marketing efforts to receive a larger amount of available shifts to increase
their overall market share.

Hanover Federal Capital Corporation
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Competition

The market for medical staffing and medical provider services
is highly competitive. There are no substantial barriers to entry, and corporate
management expects that competition will intensify in the future. Management
believes that their ability to compete successfully depends upon a number of
factors, including successfully maintaining their existing customers, as well
originating new clients and patients through their internal sales staff.

The healthcare staffing industry is highly competitive.
Solvis competes with both national firms and local and regional firms. In
addition, some of their hospital and healthcare facility clients maintain their
own national staffing organizations that provide staffing services to their
member hospitals. Solvis competes with these firms to attract nurses and other healthcare professionals as temporary
healthcare professionals and to attract hospital and healthcare facility
clients. Management competes for temporary healthcare professionals on the basis
of customer service and expertise, the quantity, diversity and quality of
assignments available, compensation packages, and the benefits that they provide
to a temporary healthcare professional while they are on an assignment.
According to management Solvis competes for hospital and healthcare
facility clients on the basis of the quality of their temporary healthcare
professionals, the timely availability of their professionals with requisite
skills, the quality, scope and price of their services, and their recruitment
expertise.

Management believes that their model of local, community-based
staffing offices provide the level and quality of service demanded by the
hospitals, clinics, and patients we serve through our nurse staffing and home
healthcare business units. Continuing nursing shortages and factors driving the
demand for nurses over the past several years have made it increasingly
difficult for hospitals to meet their staffing needs. Their local offices
maintain a base of available nursing candidates and word-of-mouth referral
enabling them to attract a consistent flow of new applicants. 

Industry Selected Comparatives: Publicly-Traded and
Private Companies

According to Solvis’ managements, some of Solvis’
“smaller” competitors in the temporary healthcare staffing sector include:
AMN Healthcare Services Inc. (NYSE: AHS) with annual revenues of
$689 million – selling at a forward price/ earnings ratio of 17.7x and a price/
sales ratio of .40x; Cross Country Healthcare, Inc. (NasdaqGS: CCRN
) with annual revenues of $469 million - selling at a forward price/
earnings ratio of 25.7X and a price/ sales ratio of .47x; and On Assignment
Inc. (NasdaqGS: ASGN) with annual revenues of $438 million – selling
at a forward price/ earnings ratio of 16.8x and a price/ book ratio of .74x.
Even though IntelliStaf, Medical Staffing Network and RehabCare Group
were listed by management, they are not publicly-traded companies and thus,
have only been listed here for reference purposes. 

Larger publicly-traded companies in Solvis’s industry
sector include: SFN Group, Inc. (NYSE: SFN) with annual revenues
of $2.1 billion - selling at a forward price/ earnings ratio of 16.8x and a price/ sales ratio of .33x; Kelly Services, Inc. (NasdaqGS: KELYA ) with annual revenues of $11.8 billion - selling at
a forward price/ earnings ratio of 11.8x and a price/ sales ratio of .14x; and Manpower Inc. Common Stock (NYSE: MAN) with annual revenues of
$18.9 billion - selling at a forward price/ earnings ratio of 14.9x and a price/
sales ratio of .26x; plus Paycheck Inc. (NasdaqGS: PAYX ) with annual
revenues of $2.0 billion -selling at a forward price/ earnings ratio of 21.0x
and a price/ sales ratio of 5.60x.

Hanover Federal Capital Corporation
Merchant
Bankers



General Note: All of the above
comparatives are considerably larger than the Solvis medical Group and thus, are
included herein only as a point of reference and were not used in determining
Hanover’s Fair Market Value Opinion for the Acquired
Assets.

Government Regulation

The healthcare industry is subject to extensive and complex
federal and state laws and regulations related to professional licensure,
conduct of operations, payment for services and payment for referrals. 

Nurse Staffing. Solvis’ nurse staffing
business is not directly impacted by or subject to the extensive and complex
laws and regulations that generally govern the healthcare industry. The laws and
regulations which are applicable to their hospital and healthcare facility
clients could indirectly impact their business to a certain extent, but because
they provide services on a contract basis and are paid directly by their
hospital and healthcare facility clients, they do not have any direct Medicare
or managed care reimbursement risk. Most of the temporary healthcare
professionals that they employ are required to be individually licensed or
certified under applicable state laws. According to management, they take
reasonable steps to ensure that their employees possess all necessary licenses
and certifications in all material respects.

Current Operating and Financial Condition

As of February 28, 2011 Solvis Medical Group had
revenues for the 6 months period of $1,992,752 and earned Pre-tax Income of
$111,551 (if annualized: $223,102) This compared to 2010
fiscal year results of annual revenue of $2,341,431 but with a reported fiscal
2010 loss of <$283,950>. Its reported balance sheet at February 28, 2011
had an unaudited Shareholders’ Equity Account balance of
<$12,138>.

Basis of Opinion

For purposes of its Opinion, Hanover believes that a
pre-tax earnings multiple of 4x would be appropriate, not only
because of the Company’s revenue size but also because of the fact it has
yet to report on a fiscal basis any profits, given also the Company’s
Retained Balance Earnings Account Balance of <$458,488>
through June 30, 2011. The multiple selected typically compares to a
3-5x standard for smaller acquisitions (under $5.0 million in annualized
revenues.

Hanover Federal Capital Corporation
Merchant
Bankers



Using the selected multiple prior stated, this would then
result in a Fair Market Value for the Acquired Assets of $360,816
– calculated as follows: 

$223,102 (annualized 2011 fiscal earnings,
per above) x .60 (the reciprocal for a 40% effective State/ Federal tax rate) =
$133,861 x 4 = $535,445

Opinion Qualification

For purposes of this Opinion, Mr. Barren has relied on
certain information supplied by the Company and certain other
sources referenced herein. Mr. Barren does not attest to the accuracy or
reliability of this information or to any subsequent events that might or might
not affect their accuracy or reliability, either positively or adversely, since
the reference period for this Opinion.

Undersigned’s Credentials

Bruce W. Barren is Group Chairman of The EMCO/Hanover
Group, which, since its inception in 1971, has concluded more than $3+
billion in financial transactions worldwide as international merchant bankers,
representing more than 1,000 separate corporate transactions. Mr. Barren
specializes in matters attendant to the senior management decision process,
including those relating to executive and employee compensation, wrongful
terminations, board representation, operating management, planning, financial
administration, short and long-term debt and capital involvement, including
capital sourcing, encompassing all types of investment requirements -business
turnarounds, capital restructuring and merger/acquisition, plus foreign
licensing along with corporate valuations for cash/ collateral purposes under
the U. S. Bankruptcy Act and separately, for estate planning -including tangible
and intangible assets. Mr. Barren has personally been involved in more
than 200 business turnarounds, representing more than $1 billion in annualized
payroll. 

Achievements and Accolades

Mr. Barren has been honored on more than 50 separate occasions by: the Governors of the
Commonwealth of Pennsylvania plus New York and New Jersey (in addition to their
respective U.S. Senators) along with the Governors of Kentucky and Tennessee. In
California, he has received commendations from various municipal and county
governments as well as its State Assembly, Senate, Offices of the State
Treasurer, Controller and several Governors.

As part of these accolades, Mr. Barren has also received
more than a dozen individual U.S. Congressional Tributes, both from the U.S.
Senate and House of Representatives, including one in 1990 from then Congressman Christopher Cox - subsequently the
28th Chairman of the Securities and Exchange Commission. In 1989, Mr. Barren
was honored with a commemorative from President Ronald Reagan. Further,
between 2000 to 2005 he received letters of commendation from then President
Clinton and Vice President Al Gore plus President George W. Bush and Vice President Richard Cheney along with then U.S.
Senator Hilary Rodham Clinton (subsequently appointed in 2009 as the U.S.
Secretary of State under President Obama) for his then 35+ years of service to
the country, various states and their respective community.

Hanover Federal Capital Corporation
Merchant
Bankers



Specific Solvis Related Industry Credentials

Mr. Barren’s involvements in the Employment and Related
Services, including Out-Placement, have been --corporate assignments have
included such companies as Snelling and Snelling (a nationwide employment
services company); Alert Staffing (general base- and middle-level employee
staffing); plus King Chapman Broussard & Gallagher, Inc. (executive out
placement services), New Jersey Models (serving the South New Jersey market)
along with The Right Man (an employment search firm) and Cahners Publishing -
Trade Shows (stated to be one of the largest trade show companies in the United
States) plus Employment Systems, Inc. (dealing in the municipal market) and
Premier Staffing, Inc. (serving the fashion industry).

In the Medical Industry, Mr. Barren’s involvements have
included corporate reorganizations and medical related valuations, involving
estate planning and litigation including that related to the tax court and
Chapter 11/7 situations. Assignments: Community Health Facilities (retirement
homes); Charter Medical Corporation (hospital ownership/ management worldwide);
Park West Medical Group (an HMO); La Habra Villa Retirement Home; Pacific
Gardens Retirement Hotel; Global Medical Products Holdings Ltd. (medical
products) and its various affiliated businesses; Isotrol Systems/Medi-Power
Products, Inc. (medical products); Mission Dialysis, Inc.; Mission Viejo Medical
Center; R & S Medical Enterprises (retail/ wholesale product distribution);
Medi-Centers of America plus Safety Consultants Service, Inc./School Ten, Inc.
(drug and alcoholic treatment facilities); Alcohol Abuse Hospitals, Inc. plus
BioGentec Incorporated (medical consumer products) and Sunnylife Global, Inc.
(hospital ownership/ management plus retail health stores); plus Ivybank Care
Home, Ltd. (Senior Assisted Care Living - England).

Business Affiliations/ History

Under EMCO/Hanover's Executive Loan Program, Mr.
Barren has assumed a number of senior on-line managerial positions, ranging
from small- and medium-sized companies to those in the multi-national
marketplace. Under this program, Mr. Barren has acted as: a Chief
Executive Officer on a motorcycle manufacturer and a President of a satellite
microwave equipment manufacturing company – both for separate venture capital
firms then located in New York City; a Chief Executive Officer of a California
bank under FDIC approval; President of a HMO medical provider, with 23 offices
in Southern California, under the State of California, Department of Insurance's
approval; Chairman of a printing/graphic design business and as a Chief
Executive and Administrative Officer for various companies in the construction/
real estate industry, both commercial and residential.

From 1959 to 1962, Mr. Barren was an Executive Vice
President and Board Member of a multi-national industrial processing and
chemical company, which he was forced to assume while he was in college,
following the death of his father. Other prior experiences included an
association with Price Waterhouse (1963-1967) where his responsibilities were
directed primarily to client marketing-related problems at the chief executive
officer level, involving such companies as Paramount Pictures, Saab Motors
(Sweden) and Electrolux.



Hanover Federal Capital Corporation
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Bankers

Between 1968 and 1971 Mr. Barren was a member of several
Securities and Exchange Commission (SEC) regulated investment banking firms,
first as a Vice President at Walston & Co., Inc. and then as a Director/
Senior Vice President of Delafield Childs, Inc. Both were then located in New
York City. Since then, he has been advisor to a number of other SEC regulated
firms (Bregman Securities, Jesup & Lamont plus Birr Wilson) and in the late
1980’s to Transatlantic Capital Bio-Sciences Fund (London, England) - a
“first-stage”, medical bio-sciences venture fund, whose investors included
Johnson & Johnson International and Fison Pharmaceutical.

In 1971, Mr. Barren became a Senior Vice President for
an AMEX publicly-traded printing services company which also controlled a
related company, listed in the Over-the-Counter Marketplace. This company is
also in consumer product marketing today, with more than 100 separate entities
selling nationwide and internationally through various media and buyer outlets. Mr. Barren is actively involved
with this company today. Currently, Mr. Barren continues to act as an
advisor to a variety of companies, engaged in a diversity of business –
worldwide, including having served as the designated Chairman of the Executive
Committee in 2005-6 for a U.S. publicly held company, with two mandates from the
Peoples Republic of China (PRC): to upgrade its Level II hospitals and to
introduce the concept of Assisted Care Living.

From 1985-87, Mr. Barren acted as Chief Executive
Officer and Vice Chairman of a $200 million multi-national transportation
services company operating in some 40 different countries involving Europe along
with North, Central and South America, plus Africa and the Middle East in
addition to the Far East prior to its acquisition by a foreign corporation, In
1990-91, he was appointed Chief Executive office for a $900 million
revenue-based company operating throughout North America, Korea and England.
From 1993 to 1996, Mr. Barren initially acted as an advisor and then
became the Chief Executive Officer for an aerospace company in order to effect
its capital formation program. In so doing, he was further appointed a
co-conservator of this company by The Superior Court of Los Angeles,
California.

Prior to becoming Chairman of a technical asset management and
product disposal company located in England, Mr. Barren was Chief
Executive Officer for a multi-national direct sales company, headquartered in
Nanjing (PRC), and serving the Far East. Through 2004, Mr. Barren acted
as the Lead Consultant for a medical services company whose primary activities
focused on Mainland China.

Because of his vast experience, Mr. Barren has been
featured in more than 150 articles by various newspapers
and internet media in the Far East (China and Japan), Europe and the
United States, as "turnaround" specialist and business expert. Included therein
were also for one of the "Big 4" accounting firms' KMPG’s Banking
Insider, and separately, KMPG's Commissions Markets Insider plus the
California CPA Magazine, The Outlook.

In 2005, Mr. Barren became an audio conferencing
instructor for Progressive Business Publications (PBP) –representing an
audience of some 70,000 people, including Chief Financial Officers for both publicly- and privately-held companies. In
2007, he continued as a CPE- accredited instructor but this time the topic was:
“Cash Management: Building and fortifying a strong cash flow strategy.”

Hanover Federal Capital Corporation
Merchant
Bankers



Since 2005, Mr. Barren has received a number of
accolades from various Latin American Countries for his many years of service to
them. First, he was honored by the Central American Parliament and then by the
President of CENTROAMERICANA DE INVERSIONES S. DE R. L. for his 40-years of
service to its member countries in aiding their trade, both imports and exports
– worldwide. This was then followed by honoring Mr. Barren for his countless
efforts in helping Latin Americans in North America which has resulted in the
creation or saving of employment of its people. Subsequently, Mr. Barren
was also given another commendation. This was from FUNHDICOL (Fundacion
Hondurena Para El Desarrollo Intelectual Colectivo) for his many years of
services in which he has assisted in many of this institution’s financial
transactions which has helped in this country’s development.

In 2006, Mr. Barren was the Presenter for "Businessman
of the Year" Award at the Trumpet Awards Ceremony
in Atlanta, Georgia - the “Oscars” for African American Community
Service. In 2006, Mr. Barren was presented with a Certificate of Honor from China's State-owned
Supervision and Administration Commission of the People's Government of Hunan
Province for his "great contribution" for establishing the first Sino-American
Joint Ventured Hospital. Subsequently, he was also the keynote speaker at the 20th Annual China Industry
Development Forum in Dongguan held by the China Tourist Hotels Association and
received a plaque for his being an advisor to
the Association. Mr. Barren, under EMCO/Hanover, has further been
given an exclusive right to acquire majority control in the privatization of the
multiple water treatment facility(s) in China.

In 2007, Mr. Barren, who has appeared on Chinese
television on a number of occasions, was presented with a second Certificate of
Honor. This time, it was in recognition of his efforts in the award of the first
ever granted license to build an assisted-care living community in China which
will consist of some 12,000 senior citizen, housing units. Separately, he also
received a Letter of Appointment as a senior
consultant for the Prosperity of Baotou business and investment from the Baotou Disabled People
Welfare Fund Association of The Red Cross of Baotou City, Inner Mongolia from
its Chairman – Zheng Jinduo. Concurrent with that, Mr. Barren was further
appointed a senior consultant for The Association of Entrepreneur’s Friend,
Baotou CPPCC by its President – Li yu ran.

In 2008, Mr. Barren joined the Board of Directors of a
publicly-traded U.S. Company, which is an international telecom operator and
enabler plus systems integrator to the multi-media industry by facilitating the
distribution of all forms of content and telecom services to global consumers.


The company also has certain patented technology to prevent
credit card fraud. Besides various worldwide licenses in over a dozen markets in
Europe, Asia and the Middle East, it also has a license to operate
telecommunication switching facilities in China. Through mid-2009, Mr. Barren
served as its Company’s Vice Chairman in addition to being Chairman of its
Compensation Committees plus the Independent Director for its
Nominating and Corporate Governance Committee along with its Audit
Committee.

Hanover Federal Capital Corporation
Merchant
Bankers



In May 2009, Mr. Barren met with the Mayor of Shenyang, China. Mr. Li Yingjie named
Mr. Barren the honorary financial and economic adviser to the City of
Shenyang. As part of his appointment Mr. Barren will attend the City’s
yearly economic forum and other key meetings with the Mayor of Shenyang. This
was a great honor. Mr. Barren is the first foreigner to be appointed to
be the City’s adviser. In 2011, Mr. Barren further received a Certificate
of Recognition from Mr. Bingzhong Zhang, Director - Chinese & International
Experts Organization of China (CIEO). He was also a keynote Speaker and
Presenter at the Winalite's China 2011 For You Global Congress. Winalite, where
Mr. Barren is in charge of its North American marketing, including its
sales efforts, is a company that sells consumer products through direct
marketing under a multiple-level format and through e-commerce plus selective
products to hospitals.

Litigation/ Expert Witness

In litigation support as an
expert witness, Mr. Barren has been accepted as a multi-industry expert
in some 2 dozen industries and has been involved in some 40+ cases, including
against such industry leaders like The Chase Manhattan Bank, Merrill Lynch,
Wells Fargo Bank and The Ford Motor Company - representing a variety of capital
transactions involving all types of capital, plus minority shareholder interest,
management and their fiduciary responsibilities, executive and employee
compensation, wrongful employment terminations, corporate valuations plus a
diversity of corporate transactions, including mergers and acquisitions. As
such, he has given testimony in both District and State Courts plus the U.S. Tax
Court and before the IRS plus acted as an expert on behalf of the Securities and
Exchange Commission. During his 40 year career, he has written more than 500
valuation and fairness opinions.

Media Coverage and Professional Societies
Involvements

Mr. Barren, who has been on various television and radio
stations throughout the U.S. as part of his distinguished career, has appeared
before numerous professional societies, including the American Management
Association, where he wrote articles, conducted lectures and seminars on
executive management, strategic planning, corporate finance, merger/acquisition
and other business-related matters. From 1978 through 1995, Mr. Barren
authored and conducted advanced courses in CRISIS MANAGEMENT, CORPORATE
VALUATION TECHNIQUES, MERGER AND ACQUISITIONS, LITIGATION SUPPORT plus CAPITAL
SOURCING under the Continuing Professional Education (CPE) program of the then
32,000-member California Certified Public Accountants Foundation for Education
and Research, the 35,000-member State of New York, and the 30,000-member Texas
Society of Certified Public Accountants.

During the 1980's and 1990's, Mr. Barren appeared on
various radio and television shows as an expert in business and the U. S.
economy. Between 1991-1993, he was a frequent guest speaker to a number of Price
Waterhouse (now PriceWaterhouseCoopers) CFO Forums in Southern California plus
acted as a panel judge for Ernst & Young’s Annual Entrepreneurial Awards.
For 2001, Mr. Barren was appointed to the Editorial Advisory
Board of Prentice-Hall.

Hanover Federal Capital Corporation
Merchant
Bankers



Academic Credentials plus University Lecturing

From 1990 to 2002, Mr. Barren taught courses as a
part-time visiting lecturer for the Anderson Graduate School of Business-UCLA,
The University of Southern California; Pepperdine University's Executive MBA
Program plus Whittier College of Law and Chapman University's School of Law. In
1995-1996, Mr. Barren co-instructed various "workshop" courses in loan
documentation and valuation procedures for Sanwa Bank, then one of the top five
international banks.

*     *     *     *     *

Mr. Barren has been listed in Marquis' Who's Who in the World since 1989 where
also his academic credentials are presented. These include a Bachelor of Science
degree from Babson College in 1962 in Accounting and Finance. In addition, he
has a Master’s Degree from Bucknell University in 1963 in Finance and Economics
plus in 1967 and 1968, two graduate certificates in International Marketing and
Finance - with one, from the Harvard Business School and the other, from
Cambridge University (Pembroke College) – England.

Respectively submitted,

Hanover Federal Capital Corporation

 

/s/ Bruce W. Barren

Bruce W. Barren

Hanover Federal Capital Corporation
Merchant
Bankers



Exhibit C

Promissory Note

	Principal $500,000 	Issue Date: October 1, 2011
  


SECURED CONVERTIBLE NOTE

     FOR VALUE RECEIVED, Smart-Tek
Solutions, Inc. (a Nevada corporation), their employees, heirs, subsidiaries,
and successors in interest (hereinafter called “Borrower”), hereby promises to
pay to AMS Outsourcing, a business unit of American Marine, LLC, a Montana,
Limited Liability Company (the “Holder”) on order, without demand, the sum of
Five Hundred Thousand Dollars, with unpaid accrued interest, on September 30,
2012 (the “Maturity Date”) or sooner as described herein. The following terms
shall apply to this Note:

ARTICLE I
GENERAL PROVISIONS

     1.1 Principal Owed: The
principal amount of this Note is $500,000.00 that is owing to Holder as of the
Issue Date:

     1.2 Interest Rate. Subject
to Section 5.6 hereof, interest payable on this Note shall accrue from the Issue
Date at a rate per annum (the "Interest Rate") equal to six percent (6%) per
year on the outstanding principal balance.

     1.2 Default Interest Rate.
A default interest rate of twelve percent (10%) per annum shall apply to amounts
owed hereunder which are not paid on their respective due dates.

     1.2 Payments. Interest
only payments of two thousand five hundred dollars ($2,500.00) shall first be
payable on November 1, 2011 and on the first day of each of the following months
prior to the payment of the entire principal amount of this Note.

     1.3 Pre-Payment; Payments in
Excess of Amounts Due. The Borrower shall have the right to pre-pay the
principal prior to the maturity date of this Note without penalty or the accrual
of interest on any balances paid. The Borrower may also accelerate payments of
the principal without penalty or the accrual of interest on any balances
paid.

ARTICLE II
EVENT OF DEFAULT

     The occurrence of any of the
following events of default ("Event of Default") shall, at the option of the
Holder hereof, make all sums of principal and interest (to the extent accrued)
then remaining unpaid hereon and all other amounts payable hereunder immediately
due and payable, upon demand, without presentment, or grace period, all of which
hereby are expressly waived, except as set forth below:

     2.1 Failure to Pay Principal
or Interest. The Borrower fails to pay any installment of principal,
interest or other sum due under this Note when due and such failure continues
for a period of five (10) business days after the due date.

     2.2 Breach of Covenant.
The Borrower breaches any material covenant or other term or condition of this
Note in any material respect and such breach, if subject to cure, continues for
a period of five (10) business days after written notice to the Borrower from
the Holder.

     2.3 Breach of Representations
and Warranties. Any material representation or warranty of the Borrower made herein, or in any agreement, statement or
certificate given in writing pursuant hereto or in connection therewith shall be
false or misleading in any material respect as of the date made and the Closing
Date.



     2.4 Receiver or Trustee.
The Borrower shall make an assignment for the benefit of creditors, or apply for
or consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver or trustee
shall otherwise be appointed without the consent of the Borrower and is not
dismissed within thirty (30) days of appointment.

     2.5 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law, or the issuance of
any notice in relation to such event, for the relief of debtors shall be
instituted by or against the Borrower and if instituted against Borrower are not
dismissed within thirty (30) days of initiation.

     2.6 Cross Default. A
default by the Borrower of a material term, covenant, warranty or undertaking of
any other agreement to which the Borrower and Holder are parties, or the
occurrence of a material event of default under any such other agreement which
is not cured after any required notice and/or cure period.

ARTICLE III
SECURITY INTEREST

     3. Security Interest/Waiver of
Automatic Stay. This Note is secured by a security interest granted to the
Holder on the assets sold by Holder to Borrower pursuant to the October 1, 2011
“Acquisition of Solvis”. The Borrower acknowledges and agrees that should a
proceeding under any bankruptcy or insolvency law be commenced by or against the
Borrower, or if any of the Collateral (as defined in the Security Agreement)
should become the subject of any bankruptcy or insolvency proceeding, then the
Holder should be entitled to, among other relief to which the Holder may be
entitled under the Transaction Documents and any other agreement to which the
Borrower and Holder are parties (collectively, "Loan Documents") and/or
applicable law, an order from the court granting immediate relief from the
automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to
exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY
ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN
ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES
UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to
any motion for relief from stay that may be filed by the Holder in any
bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay
filed by the Holder. The Borrower represents, acknowledges and agrees that this
provision is a specific and material aspect of the Loan Documents, and that the
Holder would not agree to the terms of the Loan Documents if this waiver were
not a part of this Note. The Borrower further represents, acknowledges and
agrees that this waiver is knowingly, intelligently and voluntarily made, that
neither the Holder nor any person acting on behalf of the Holder has made any
representations to induce this waiver, that the Borrower has been represented
(or has had the opportunity to he represented) in the signing of this Note and
the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with
counsel.

ARTICLE IV
MISCELLANEOUS

     4.1 Failure or Indulgence Not
Waiver. No failure or delay on the part of Holder hereof in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege. All rights and remedies existing hereunder are cumulative to, and not
exclusive of, any rights or remedies otherwise available.

     4.2 Notices. All notices,
demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Borrower to: Smart-Tek Solutions, Inc.,
11838 Bernardo Plaza Court, Suite 140, San Diego, CA 92128, Attn: Kelly Mowrey,
Chief Operating Officer, and (ii) if to the Holder, to AMS Outsourcing, 11838
Bernardo Plaza Court, Suite 210, San Diego, CA 92128, ATTN: Eric Gaer, Chief
Executive Officer.



     4.3 Amendment Provision.
The term "Note" and all reference thereto, as used throughout this instrument,
shall mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented.

     4.4 Assignability. The
obligations of Borrower under this Note are not assignable without the consent
of the Holder. This Note shall be binding upon the Borrower and its successors
and assigns, and shall inure to the benefit of the Holder and the permitted
assigns of the Note.

     4.5 Governing Law. This
Note shall be governed by and construed in accordance with the laws of the State
of California. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the
civil or state courts of California or in the federal courts located in San
Diego, California. Each of the Borrower, Holder and any signator hereto in his
personal capacity hereby waives, and agrees not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction in California of such court, that the suit, action or proceeding is
brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. The prevailing party shall be entitled to recover from
the other party its reasonable attorney's fees and costs.

     4.6 Maximum Payments.
Nothing contained herein shall be deemed to establish or require the payment of
a rate of interest or other charges in excess of the maximum permitted by
applicable law. In the event that the rate of interest required to be paid or
other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Borrower
to the Holder and thus refunded to the Borrower.

     IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by an authorized officer
as of the 1st day of October, 2011.

     SMART-TEK SOLUTIONS, INC.

     By: /s/ Kelly
Mowrey                                     
            Kelly
Mowrey
            COO

WITNESS:

     By:                                                                     

     Name: