Exhibit
10.2

            


    AMENDED AND RESTATED
COMMISSION AGREEMENT

    


    THIS
AMENDED AND RESTATED COMMISSION AGREEMENT (this “Agreement”) is made effective
this 14th day of
December, 2010 by and among THE TUTTLE AGENCY, INC., a New York corporation
(“Tuttle”), SEGUE SEARCH OF NEW JERSEY INC., a New York corporation (“Segue”),
TUTTLE AGENCY OF NEW JERSEY, INC., a New Jersey corporation (“Tuttle New
Jersey”), TUTTLE SPECIALTY SERVICES INC., a New York corporation (“Tuttle
Specialty” and together with Tuttle, Segue and Tuttle New Jersey, each a
“Company” and collectively, the “Companies”), ROSENTHAL & ROSENTHAL, INC., a
New York corporation (“Rosenthal”), INTEGRATED CONSULTING GROUP, INC., a
Delaware corporation (“Integrated”) and TRI-STATE EMPLOYMENT SERVICES, INC., a
Nevada corporation (“Tri-State”).

    


    WITNESSETH:

    


    WHEREAS,
each Company is a corporation engaged in the temporary and permanent placement
of employees primarily in the light industrial industry;

    


    WHEREAS,
each Company transferred all of its assets, except for accounts receivable, cash
and tax refunds, to Integrated Consulting Group of NY LLC, a New York limited
liability company (“Integrated LLC”);

    


    WHEREAS,
on October 23, 2009, Integrated LLC and each of the Companies entered into that
certain Commission Agreement (the “Original Commission Agreement”), pursuant to
which Integrated LLC agreed to pay the Companies a commission on sales generated
and collected from the customer accounts transferred to it from the
Companies;

    


    WHEREAS,
Rosenthal provides financing to the Companies and certain of their respective
affiliates pursuant to that certain Loan and Security Agreement, dated as of
September 11, 2007 (as amended, supplemented or otherwise modified from time to
time in accordance with its terms, the “Rosenthal Loan Agreement”), by and among
each of the Companies, as borrowers, certain other borrowers party thereto and
Rosenthal, as lender, and such financing is secured by the assets of the
Companies and their respective affiliates party to the Rosenthal Loan Agreement
and related documents;

    


    WHEREAS, in connection with a
foreclosure and asset sale, Integrated LLC shall transfer certain of its assets
to Integrated pursuant to that certain Foreclosure and Asset Purchase Agreement,
dated as of November 12, 2010, by and among Integrated, Integrated LLC, each of
the Companies and certain other parties thereto, 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 “Asset Purchase
Agreement”);

    


    WHEREAS,
Integrated is a corporation organized to conduct business in the temporary and
permanent placement of employees in the light industrial industry;

    


    WHEREAS, pursuant to the terms of the
Asset Purchase Agreement, Integrated has agreed to assume the obligations and
liabilities of Integrated LLC under the Original Commission Agreement, including
the payment of a commission based on the sales generated and collected from the
customer accounts transferred to it from Integrated LLC;

    


    WHEREAS,
as an affiliate of Integrated, Tri-State has agreed to guarantee Integrated’s
obligations hereunder, including the payment of the commission;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    WHEREAS,
as a closing condition to consummate the transfer of assets from Integrated LLC
to Integrated pursuant to the Asset Purchase Agreement, each of the Companies,
Rosenthal, Integrated and Tri-State have agreed to enter into this Agreement to
amend and restate the Original Commission Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth, the
parties hereto agree as follows:

    


    1.           Commission
Payment.  Integrated hereby agrees to pay a commission on all
sales made by Integrated, with such commission to be paid on a weekly basis by
no later than the immediately following Wednesday after the end of each calendar
week.  The commission shall be 3% until the end of December 14, 2012
and then 2% for the next 36 months on gross sales, less invoice taxes and
intermediary service fees (“Net Sales”) actually collected by Integrated; provided that to the
extent such commission is not timely paid, such unpaid commission (“Carryover
Commissions”) shall be paid, in whole, with the next weekly installment of
commissions, but only to the extent that the commission has not already been
paid by Tri-State pursuant to Section 2 herein.  To the extent any
commissions are not paid by Integrated, Rosenthal shall reasonably exercise its
right to collect such unpaid commissions from Tri-State.  All payments
of commissions shall be paid directly to Rosenthal via a wire transfer of
immediately available funds per the wiring instructions Rosenthal has provided
to Integrated or in immediately available funds via another form of payment
acceptable to Rosenthal.  All payments received by Rosenthal hereunder
shall reduce the obligations under the Rosenthal Loan
Agreement.  Integrated hereby further agrees to prepare and deliver to
Rosenthal on a weekly basis all data and other supporting information to
ascertain the commission amount, and such data and supporting information shall
be in form and substance reasonably acceptable to Rosenthal.

    


    2.           Guaranty.

    


    (a)  Tri-State
hereby irrevocably and unconditionally guarantees, as a guaranty of payment and
performance and not merely as a guaranty of collection, (i) the due and punctual
payment when due of any and all of the commission payments due hereunder by
Integrated, including, without limitation, the Carryover Commissions, and (ii)
the due and punctual payment when due in accordance with the Asset Purchase
Agreement of the commission payments outstanding under the Original Commission
Agreement and assumed by Integrated pursuant to the Asset Purchase
Agreement.  Tri-State acknowledges and agrees that its obligations
hereunder are absolute, unconditional and irrevocable, that this is a continuing
guarantee of payment, and that this guarantee shall remain in full force and
effect and be binding upon Tri-State, and its respective successors and assigns
until the indefeasible payment and satisfaction in full of the obligations
guaranteed hereby.

    


    (b)  Tri-State
hereby waives presentment to, demand of payment from and protest to Integrated
of the commission payments and all other monetary obligations of Integrated to
Rosenthal under this Agreement and the Asset Purchase Agreement, and also waives
notice of acceptance of its guaranty and notice of protest for
nonpayment.  The obligations of Tri-State hereunder shall not be
affected by the failure of any of the Companies and/or Rosenthal to assert any
claim or demand or to enforce any right or remedy against Integrated or
Tri-State.

    


    (c)  The
obligations of Tri-State hereunder shall not be subject to any limitation,
impairment or termination for any reason, including, without limitation, any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
commission payments and all other monetary obligations of Integrated or
otherwise.  Without limiting the generality of the foregoing, the
obligations of Tri-State hereunder shall not be discharged or impaired or
otherwise affected by the failure of Rosenthal to assert any claim or demand or
to enforce any remedy under this Agreement or the Asset Purchase Agreement, or
any guaranty or any other agreement, by any waiver or modification of any
provision thereof, by any default, failure or delay, willful or otherwise, in
the performance of any obligations, or by any other act or omission which may or
might otherwise in any manner or to any extent vary the risk or reduce or
extinguish the liability of Tri-State or otherwise operate as a discharge of
Tri-State as a matter of law or equity.


    
      
         


      

      
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    (d)  Tri-State
hereby waives and releases in favor of Rosenthal all rights of subrogation
against or in respect of Integrated and all rights of indemnification,
contribution and reimbursement from Integrated and its property, in each case in
connection with this guaranty and any payments made hereunder, and regardless of
whether such rights arise by operation of law, pursuant to contract or otherwise
until such time as the commission payments and all other monetary obligations of
Integrated to Rosenthal under this Agreement and the Asset Purchase Agreement
have been fully paid.

    


    3.           Choice of
Law and Venue.  The parties hereto agree that this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.  Any dispute
or action pursuant to this Agreement will be subject to the exclusive
jurisdiction of either the Federal or State Courts located in the County of New
York, State of New York.

    


    4.           Benefits/Assignment.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective legal representatives, successors and assigns; provided, however, that no
party may assign this Agreement without the prior written consent of the other
parties hereto, which consent may not be unreasonably withheld.  This
Agreement is intended solely for the benefit of the parties hereto and not
intended to, and shall not create any enforceable third-party beneficial
rights.

    


    5.           Books and
Records.  Each Company and Rosenthal shall have access upon
reasonable notice during normal business hours, to examine the books and records
of Integrated for the purposes of ascertaining Integrated’s gross sales and Net
Sales.

    


    6.           Notice.  Any
notice, demand or communication required, permitted, or desired to be given
hereunder shall be deemed effective only if it is in writing and delivered
personally or sent by certified mail, postage prepaid, or hand delivery,
addressed as follows:

    


    
      If to the
Companies:          Todtman,
Nachamie, Spizz & Johns, P.C.

    

    
      425 Park
Avenue

    

    
      New York,
New York 10022

    

    
      Telephone:
(212) 754-9400

    

    
      Attention:  Alex
Spizz, Esq.

    

    


    If to
Integrated:                  Integrated
Consulting Group, Inc.

    c/o
Corporate Resource Services, Inc.

    160
Broadway, 11th
Floor

    New York,
NY  10038

    Telephone:
(212) 346-7960

    Attention:  Jay
Schecter

    


    If to
Tri-State:                    Tri-State
Employment Services, Inc.

    c/o
Corporate Resource Services, Inc.

    160
Broadway, 11th
Floor

    New York,
NY  10038

    Telephone:
(212) 346-7960

    Attention:  Jay
Schecter


    
      
         


      

      
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    If to
Rosenthal:                  
Rosenthal & Rosenthal,
Inc.

    1370 Broadway

    New York, NY  10018

    Attention: James Occhiogrosso

    


    or to
such other address as the applicable party may designate by notice to the other
parties, and shall be deemed to have been given upon receipt.

    


    7.           Entire
Agreement.  This Agreement amends and restates the Original
Commission Agreement and supersedes all previous contracts, and constitutes the
entire agreement of whatsoever kind or nature existing between or among the
parties respecting the within subject matter and no party shall be entitled to
benefits other than those specified herein.  As between or among the
parties, no oral statements or prior written material not specifically
incorporated herein shall be of any force and effect.

    


    8.           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.

    


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

    


    [Signature pages
follow]


    
      
         


      

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

    


    
      
        
          
            
              
                
                  	 
      	
                          The
      Companies:

                        
	 
      	 
      
	 
      	
                          THE
      TUTTLE AGENCY, INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Eric
    Goldstein

                        
	 
      	
                          Eric Goldstein,
      Its President

                        
	 
      	 
      
	 
      	
                          SEGUE
      SEARCH OF NEW JERSEY INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Eric
    Goldstein

                        
	 
      	
                          Eric Goldstein,
      Its President

                        
	 
      	 
      
	 
      	
                          TUTTLE
      AGENCY OF NEW JERSEY, INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Eric
    Goldstein

                        
	 
      	
                          Eric Goldstein,
      Its President

                        
	 
      	 
      
	 
      	
                          TUTTLE
      SPECIALTY SERVICES INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/  Eric
    Goldstein

                        
	 
      	
                          Eric Goldstein,
      Its President

                        


                

              

            

          

        

      

    

     

    [Amended
and Restated Commission Agreement]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        Integrated:

                      
	 
      	 
      
	 
      	
                        INTEGRATED
      CONSULTING GROUP, INC.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/  Jay H.
    Schecter

                      
	 
      	
                        Jay H.
      Schecter, Its Chief Executive
    Officer

                      
	 
      	 
      
	 
      	
                        Tri-State:

                      
	 
      	 
      
	 
      	
                        TRI-STATE
      EMPLOYMENT SERVICES, INC.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/  Jay H.
    Schecter

                      
	 
      	
                        Jay H.
      Schecter, Its Senior Vice
      President

                      
	 
      	 
      
	 
      	
                        Rosenthal:

                      
	 
      	 
      
	 
      	
                        ROSENTHAL
      & ROSENTHAL, INC.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/  James J.
      Occhiogrosso

                      
	 
      	
                        James J.
      Occhiogrosso, Its Executive Vice
      President

                      


              

            

          

        

      

    

    


    [Amended
and Restated Commission Agreement]