Unassociated Document


    Exhibit
10.4

    


    NON-COMPETITION
AGREEMENT

     

    This
Non-Competition Agreement (this “Agreement”) is made
as of December 14th, 2010
by and among, Integrated Consulting Group, Inc., a Delaware corporation (“Buyer”) and Eric
Goldstein, a resident of the State of New York (“Mr.
Goldstein”).  This Agreement shall be effective as of the date
hereof (the “Effective
Date”).

     

    WHEREAS,
Mr. Goldstein and Integrated Consulting Group of NY LLC, an affiliate of Mr.
Goldstein (“Borrower”), are
engaged in the temporary and permanent placement of employees in the light
industrial industry and translation and interpreting services (the “Business”);

     

    WHEREAS,
on the date hereof, Buyer is acquiring the Business pursuant to that certain
Foreclosure and Asset Purchase Agreement, dated November 12, 2010, among Buyer,
North Mill Capital, LLC and certain affiliates of Mr. Goldstein, as amended by
Amendment No. 1 to the Foreclosure and Asset Purchase Agreement, dated December
7, 2010 and as may be further amended or supplemented from time to time (the
“Foreclosure
Agreement”);

     

    WHEREAS,
pursuant to the terms of the Foreclosure Agreement, Buyer has, among other
things, agreed to assume certain liabilities of Borrower; and

     

    WHEREAS,
the entry into this Agreement by Mr. Goldstein constitutes a material inducement
to Buyer to execute, deliver and consummate the Foreclosure Agreement and to
enter into this Agreement.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

     

    ARTICLE I.

     

    1.           Certain
Defined Terms.  When used in this
Agreement, the following terms shall have the meanings assigned to them in this
Section
1.  Capitalized
terms used herein and not otherwise defined shall have their respective meanings
set forth in the Foreclosure Agreement.

     

    “Borrower
Employee” means any of the
existing employees of Borrower that are enumerated on Schedule
II and any employee of the
Buyer on any relevant date.

     

    “Consulting
Agreement” means that
certain Consulting Agreement, dated March 24, 2010 (as such agreement may have
been amended, restated, and supplemented), pursuant to which Mr. Goldstein has
previously rendered consulting services to Corporate Resource Development, an
affiliate of Buyer.

     

    “Gross
Sales” means sales revenues
actually received by

    (a) the Buyer, or

    (b) any Affiliate of Buyer with respect
to

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (x)  sales with respect to Unique
Clients,

    (y) sales with respect to Shared
Clients, which shall be taken into account

    (i) if originated or generated by a
Borrower Employee, and

    (ii) if not originated or generated by a
Borrower Employee, but only with respect to services rendered by Buyer or any
Affiliate of Buyer to the client within a 50-mile radius of wherever Borrower
provided such services within the Leadup Period, and

    (z) new clients that are originated or
generated by any Borrower Employee.

    


    “Leadup
Period” means the 9-month
period ending with the Effective Date.

    


    “Shared
Client” means any client
set forth on Schedule
I hereto with whom either
Buyer or any Affiliate of Buyer has done Substantial
Business.

    


    “Substantial
Business” means having
received gross sales from such client of at least $5,000 during the Leadup
Period.

    


    “Unique
Clients” means any client
set forth on Schedule
I hereto with whom neither
Buyer nor any Affiliate of Buyer has done Substantial
Business.    

     

    ARTICLE II.

     

    2.           Covenants of
Mr. Goldstein.

     

    2.1           (a)           Mr. Goldstein hereby acknowledges that
he is familiar with the Business, its trade secrets and with other confidential
information related to the Business.  Mr. Goldstein acknowledges and
agrees that Buyer would be irreparably damaged if he, or any of his Affiliates,
were to provide services to or otherwise participate in the business of any
Person competing with the Business in a similar business and that any such
competition would result in a significant loss of goodwill by
Buyer.  Mr. Goldstein further acknowledges and agrees that the
covenants and agreements set forth in this Section
2.1 were made in exchange
for good and sufficient consideration and were a material inducement to Buyer to
enter into this Agreement and the Foreclosure Agreement, and to perform its
obligations hereunder and thereunder, and that Buyer would not obtain the
benefit of the bargain set forth in this Foreclosure Agreement as specifically
negotiated by the parties thereto if Mr. Goldstein or his Affiliates breached
the provisions of this Section
2.1.  Therefore,
Mr. Goldstein agrees, in further consideration of the Purchased Assets and the
goodwill of the Business sold by Borrower, that during the five (5) year period
after the Closing Date (the “Restricted
Period”), Mr. Goldstein
shall not (and shall cause his Affiliates not to) directly or indirectly own any
interest in, manage, control, participate in (whether as an owner, officer,
director, manager, employee, partner, agent, representative or otherwise),
consult with, render services for, or in any other manner engage anywhere in the
states of New York, New Jersey, Pennsylvania, Connecticut, Florida, and the
District of Columbia (the “Restricted
Territories”) in any
business engaged directly or indirectly relating to the Business or the business
engaged in by Buyer; provided that nothing herein shall prohibit Mr. Goldstein
or his Affiliates from being a passive owner of not more than 2% of the
outstanding stock of any class of a corporation which is publicly traded so long
as Mr. Goldstein or his Affiliates do not have any active participation in the
business of such corporation.  Mr. Goldstein acknowledges that the
Business and Buyer’s business has been conducted or is presently proposed to be
conducted throughout the Restricted Territories and that the geographic
restrictions and time periods, as well as all other restrictions and covenants
contained in this Section
2.1 are reasonable and
necessary, and supported by good and valuable consideration, to protect
the goodwill of Buyer’s business and the Business being sold by Borrower
pursuant to the Foreclosure Agreement.

     

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

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (b)           Mr.
Goldstein agrees that he shall not (and shall cause his Affiliates not to)
directly, or indirectly through another Person during the Restricted Period, (i)
induce or attempt to induce any employee of the Business, or any of their
Affiliates to leave the employ of the Business, Buyer or any of their
Affiliates, or in any way interfere with the relationship between the Business,
Buyer or any of their Affiliates and any employee thereof, (ii) hire any person
who was an employee of the Business, Buyer or any of their Affiliates at any
time during the twelve-month period immediately prior to the date on which such
hiring would take place (it being conclusively presumed by the parties so as to
avoid any disputes under this Section 2.1(b) that
any such hiring within such twelve-month period is in violation of clause (i)
above), or (iii) call on, solicit or service any client, customer, supplier,
licensee, licensor or other business relation of Buyer, the Business, or any of
their Affiliates (including any Person that was a client, customer, supplier or
other potential business relation of Buyer, the Business, or any of their
Affiliates at any time during the twelve month period immediately prior to such
call, solicit or service), induce or attempt to induce such Person to cease
doing business with the Business, Buyer or any of their Affiliates, or in any
way interfere with the relationship between any such customer, supplier,
licensee, licensor or business relation and the Business, Buyer or any of their
Affiliates (including making any negative statements or communications about the
Business, Buyer or any of their Affiliates).  After the Closing, no
Borrower Party shall make any negative statements or communications about Buyer,
the Business, the Purchased Assets or any of their Affiliates’
businesses.

     

    (c)           If,
at the time of enforcement of the covenants contained in this Section 2.1 (the
“Restrictive
Covenants”), a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the Parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and
that the court shall be allowed and directed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by
law.  Mr. Goldstein has consulted with legal counsel regarding the
Restrictive Covenants and based on such consultation has determined and hereby
acknowledges that the Restrictive Covenants are reasonable in terms of duration,
scope and area restrictions and are necessary to protect the goodwill of the
Business, Buyer’s business and the substantial investment in the Business made
by Buyer hereunder.

     

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

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    2.2         Remedies for the Breach of
any Covenant by Mr. Goldstein or his Affiliates.

     

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

     

    (b)           In
the event of any breach or violation by Mr. Goldstein of any of the Restrictive
Covenants, the time period of such covenant shall be tolled until such breach or
violation is resolved.

     

    (c)           Nothing
contained in this Agreement shall prohibit Mr. Goldstein, in his capacity as
President of Borrower, with respect to clause (i) below, from (i) collecting any
receivables of Borrower arising from the operation of the Business prior to the
Closing, or (ii) winding down the business of Borrower (other than the Business
and the Purchased Assets).

     

    3.           Mr. Goldstein’s Additional
Compensation.  In addition to the benefit that Mr. Goldstein is
receiving as a result of the transactions contemplated by the Foreclosure
Agreement, Buyer shall pay to Mr. Goldstein one percent (1%) multiplied by the
Gross Sales, by wire transfer of immediately available funds pursuant to written
wire instructions furnished to Buyer by Mr. Goldstein, with payments to be made
not less frequently than twice per month (provided that the first such payment
shall be made on the tenth day following the date hereof), with such payments to
be earned commencing on the Effective Date and ending on the second anniversary
thereof.  For purposes of determining Gross Sales, Mr. Goldstein shall
have the same audit rights, and Buyer shall have the same obligations, as set
forth in Section 9(f) of the Consulting Agreement.  The terms of
Section 9(e) of the Consulting Agreement shall apply to the additional
compensation due hereunder in the event Mr. Goldstein dies or becomes disabled
at any time prior to the second anniversary hereof.

     

    4.           Equitable Remedies.
Each of the parties hereto expressly agrees and acknowledges that (a) a remedy
at law in the event of an actual or threatened breach of this Agreement by
either such party or any of its Affiliates is not adequate and the other party
(the “Non-Breaching Party”) shall be entitled in the event of such a breach to
injunctive relief and other equitable remedies as a matter of right (without the
necessity of showing actual damage or that money damages would not afford an
adequate remedy and without the necessity of posting a bond or other security),
and (b) recourse to any remedy whether at law or in equity shall not constitute
an exclusive election of remedies by the Non-Breaching Party that precludes the
Non-Breaching Party from seeking other remedies or any combination of remedies
as the Non-Breaching Party may determine to be appropriate under the
circumstances surrounding such actual or threatened breach.

     

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

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    5.           Employment
Matters.  Nothing in this agreement shall restrict in any
manner Buyer’s ability to retain or terminate the Borrower Employees as it sees
fit in its sole discretion; provided that if Buyer shall terminate a Borrower
Employee, and subsequently rehire such person, then such person shall again be
deemed a Borrower Employee for the purposes of calculating the Gross
Sales.

     

    6.           Miscellaneous.

     

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

     

    (a)           If
to Buyer:

     

    Corporate
Resource Services, Inc.

    160
Broadway, 11th
Floor

    New York,
NY  10038

    Telephone:
(212) 346-7960

    Attention:  Jay
Schecter

     

    with a
copy to:

     

    Bryan
Cave LLP

    1290
Avenue of the Americas

    New York,
New York  10104

    Telephone:
(212) 541-2000

    Attention:  Kenneth
L. Henderson, Esq.

     

    (b)           If
to the Mr. Goldstein:

     

    c/o
Todtman, Nachamie, Spizz & Johns, P.C.

    425 Park
Avenue

    New York,
New York 10022

    Telephone:
(212) 754-9400

    Attention:  Alex
Spizz, Esq.

     

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

     

    6.2           Guaranty.   Tri-State
Employment Services, Inc. (“Tri-State”) hereby guarantees to Mr. Goldstein the
due and punctual payment of all compensation payable by Buyer to Mr. Goldstein
under this Agreement.  The foregoing guaranty of Tri-State is a
guaranty of payment and not a guaranty of collection.

     

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

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    6.3           Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

     

    6.4           Entire
Agreement.  This Agreement, together with the Foreclosure
Agreement constitute the entire agreement, and supersede all prior agreements
and undertakings, both written and oral, between the parties hereto with respect
to the subject matter hereof.

     

    6.5           Successors and
Assigns.  This Agreement may not be assigned by any party
hereto without the prior written consent of the other
parties.  Notwithstanding the foregoing, Buyer may assign this
Agreement and any or all rights or obligations hereunder to any Person to which
Buyer proposes to sell all or substantially all of its assets, provided such
assignee agrees to be bound by all of the terms of this
Agreement.  Upon any such permitted assignment, the references in this
Agreement to Buyer, as applicable, shall also apply to any such assignee unless
the context otherwise requires. Subject to the
foregoing, all of the terms and provisions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

     

    6.6           Governing Law; Consent to
Jurisdiction.  This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of New York applicable to
contracts executed in and to be performed entirely in that State, without regard
to conflicts of Laws principles thereof to the extent that the general
application of the Laws of another jurisdiction would be required
thereby.  The Parties hereto hereby irrevocably submit to the
jurisdiction of any state or federal court sitting in the County of New York,
State of New York, in any action or proceeding arising out of or relating to
this Agreement, and the Parties hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined exclusively in
such state or federal court.  The Parties hereto hereby irrevocably
waive, to the fullest extent permitted by Law, any objection which they or any
of them may now or hereafter have to the laying of the venue of any such action
or proceeding brought in any such court, and any claim that any such action or
proceeding brought in any such court has been brought in an inconvenient
forum.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.

     

    6.7           Counterparts.  This
Agreement may be executed and delivered (including by facsimile transmission or
..pdf) in one or more counterparts, and by the parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.

     

    6.8           Severability.  Subject
to the application of Section 2.1(c), any
term or provision of this Agreement that is held to be invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting
the validity or unenforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision or portion of this
Agreement is for any reason held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be equitably construed as if it did
not contain the invalid, illegal, or unenforceable provision. This Agreement
shall be construed equitably in accordance with its terms, without regard to the
degree to which any of the parties has participated in drafting this
Agreement.

     

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


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    6.9           Specific
Performance.  The parties hereto agree that irreparable damage
would occur in the event that the provisions of Section 2.1 are not
performed in accordance with their specific terms or were otherwise
breached.  Accordingly, the parties hereto further agree that Buyer
shall be entitled to seek an injunction or restraining order to prevent breaches
of these sections and to seek to enforce specifically the terms and provisions
thereof, this being in addition to any other right or remedy to which Buyer may
be entitled under this Agreement, at law or in equity.

     

    6.10         Amendment.  This
Agreement may not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the parties
hereto.

     

    6.11         No Continuing Waiver.
A waiver of any breach of this Agreement shall be effective only if in a writing
signed by the waiving party and then only in respect of the specific breach
referenced in such waiver, and no such written waiver shall constitute a waiver
of any subsequent or other breach.

     

    [SIGNATURE
PAGE FOLLOWS]

     

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

       

    

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed and delivered this
Non-Competition Agreement of the date first stated above.

     

    
      
        
          	 
      	
                  
                    /s/  Eric
      Goldstein

                  

                
	 
      	
                  ERIC
      GOLDSTEIN

                


        

      

    

    


    
      
        
          	 
      	
                  INTEGRATED
      CONSULTING GROUP, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/  Jay
      H. Schecter

                  

                
	 
      	 
      	
                  Name:

                	
                  Jay
      H. Schecter

                
	 
      	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                


        

      

    

    


    For purposes of Section 6.2
only:

    


    
      
        
          	 
      	
                  TRI-STATE
      EMPLOYMENT SERVICES, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  
                    /s/  Jay
      H. Schecter

                  

                
	 
      	 
      	
                  Name:

                	
                  Jay
      H. Schecter

                
	 
      	 
      	
                  Title:

                	
                  Senior
      Vice President

                


        

      

    

    
       


      
        [Signature
Page to Non-Competition Agreement]

      

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

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    Current
Accounts of the Business

    


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

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
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    [***] The
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portions omitted and filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
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portions omitted and filed separately with the Securities and Exchange
Commission.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
II

     

    Current
Employees of the Business

     

    
      	
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    [***] The
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portions omitted and filed separately with the Securities and Exchange
Commission.