Exhibit 10.8


 


AMENDMENT TO ACCOUNT PURCHASE AGREEMENTS


 


THIS AMENDMENT TO ACCOUNT
PURCHASE AGREEMENTS, (this “Amendment”), dated as of December 3, 2014, is entered into by and among CORPORATE
RESOURCE DEVELOPMENT INC. (“CRD”), DIAMOND STAFFING SERVICES, INC. (“Diamond”), INSURANCE
OVERLOAD SERVICES, INC. (“Insurance”), TS STAFFING SERVICES, INC. (“TS Staffing”), ACCOUNTABILITIES,
INC. (“Accountabilities”), INTEGRATED CONSULTING GROUP, INC. (“Integrated” and together with
CRD, Diamond, Insurance, TS Staffing and Accountabilities, individually and collectively, jointly and severally, the “Customer”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFBC”).


 


W I T N E
S S E T H:


 


WHEREAS, Customer and
WFBC have entered into the (i) Account Purchase Agreement, dated November 2, 2010, by and between CRD and WFBC (as amended, the
“CRD APA”), (ii) Account Purchase Agreement, dated August 27, 2010, by and between Insurance and WFBC (as amended,
the “Insurance APA”), (iii) Amended and Restated Account Purchase Agreement, dated November 21, 2011, by and
between TS Staffing and WFBC (as amended, the “TS APA”), (iv) Account Purchase Agreement, dated January 31,
2011, by and between Diamond and WFBC (as amended, the “Diamond APA”), (v) Account Purchase Agreement, dated
June 13, 2013, by and between Accountabilities and WFBC (as amended, the “Accountabilities APA”) and (vi) Account
Purchase Agreement, dated November 1, 2013, by and between Integrated and WFBC (as amended, the “Integrated APA”
and together with the CRD APA, Insurance APA, TS APA, Diamond APA and Accountabilities APA, each individually, an “Account
Purchase Agreement” and collectively, the “Account Purchase Agreements”).


 


WHEREAS, Customer and
WFBC have agreed to amend certain provisions of Account Purchase Agreements, subject to the terms and conditions of this Amendment.


 


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:


 


		1.	Definitions.



 


(a)          Additional
Definitions.  Section 2 of each Account Purchase Agreement is hereby amended to add the following additional definitions:


 


“Material
Deviation” shall mean, with respect to any Test Period, if (i) the actual aggregate cash disbursements during such Test
Period of Customer and its Affiliates party to an Affiliate Account Purchase Agreement exceed 120% of the projected aggregate cash
disbursements during such Test Period as reflected in the Cash Flow Forecast, or (ii) the actual aggregate cash receipts during
such Test Period of Customer and its Affiliates party to an Affiliate Account Purchase Agreement are less than 80% of the projected
aggregate cash receipts during such Test Period as reflected in the Cash Flow Forecast. Following the first week of each 13-Week
Cash Flow Forecast, the Material Deviation will be measured on a cumulative, month-to-date basis.


 




    	 



    	 



    

 


“Refinancing
Event” shall mean with respect to this Agreement or any Affiliate Account Purchase Agreement, termination thereof on
terms and conditions acceptable to WFBC and receipt by WFBC, in cash or other immediately available funds, of all obligations,
liabilities and indebtedness, net of all reserves and unapplied funds held by WFBC in connection therewith, due WFBC hereunder
or thereunder, as the case may be (including the full Repurchase Price of all Accounts purchased by WFBC hereunder or thereunder,
as applicable).


 


“Test
Period” shall mean, as of Friday December 12, 2014 and as of each Friday thereafter, the period commencing on the 1st
day of the initial Cash Flow Forecast through and including such Friday; provided that, with respect to any Friday for which the
Test Period would exceed 13 weeks, the Test Period shall mean the 13 week period up to and including such Friday.


 


(b)          Interpretation.
 As to each Customer, capitalized terms used and not defined in this Amendment shall have the meanings given them in the Account
Purchase Agreement to which such Customer is party.


 


		2.	Amendments.



 


(a)          Monthly
Monitoring Fee. Upon receipt by WFBC of the monitoring fee payable under the Account Purchase Agreements (as in effect prior
to this Amendment) for November 2014, the text of Section 3.08(e) of the CRD APA, and the text of Section 3.08(d) of each other
Account Purchase Agreement, is hereby deleted in its entirety and the following substituted therefor:


 


“Monitoring
Fee. On the first day of each month until this Agreement shall be terminated and all obligations, liabilities and indebtedness
of Customer hereunder and of its Affiliates under the Affiliate Account Purchase Agreements have been indefeasible paid and satisfied
in full, Customer shall pay to WFBC a monthly monitoring fee equal to $500,000, each of which shall be fully earned and payable
when due and may be charged by WFBC to Customer’s Collected Reserve; provided, that:


 


(i) the monitoring
fee for December 2014 shall be (X) fully earned on December 1, 2014 but payable in equal weekly installments during the month of
December 2014 and (Y) in the event one or more Refinancing Events occur on or before December 31, 2014, reduced (or, if applicable,
refunded) by the percentage by which the aggregate outstanding indebtedness, obligations and liabilities of Customer and its Affiliates
hereunder and under the Affiliate Purchase Agreement is indefeasibly repaid as a result of such Refinancing Event(s).


 


(ii) the
monitoring fee for January 2015 shall be (X) fully earned on January 1, 2015 but payable in equal weekly installments during the
month of January 2015 and (Y) in the event one or more Refinancing Events occur on or before January 31, 2015, reduced (or, if
applicable, refunded) by the percentage by which the aggregate outstanding indebtedness, obligations and


 




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liabilities of Customer and its
Affiliates hereunder and under the Affiliate Purchase Agreement is indefeasibly repaid as a result of such Refinancing Event(s).


 


(iii) each
such monitoring fee shall be reduced by any amount confirmed in writing by WFBC to have been received by WFBC, in cash or other
immediately available funds, in respect of any analogous monitoring fee due under any Affiliate Account Purchase Agreement on the
same date and for the same period as such monitoring fee payable hereunder, such that, for the avoidance of doubt, only a single
monitoring fee shall be payable for Customer and all applicable Affiliates in any month, notwithstanding the inclusion of such
fee in multiple agreements.”


 


(b)         Designated
Reserve.  Section 3.21 of each Account Purchase Agreement is hereby deleted in its entirety and the following substituted therefor:


 


“3.21
Designated Reserve.  WFBC has and shall continue to have the right to establish and maintain, in its discretion, reserves
against any credit balance or other amounts payable or available to Customer from the Collected Reserve Account. Such reserves
include, without limitation, the Designated Reserve. Without limiting the right of WFBC to establish or maintain new or other reserves
in accordance with the terms of the hereof, the amount of the Designated Reserve shall increase by $250,000 per week during the
month of December 2014 and $125,000 per week during each month thereafter.


 


(c)         Financing
Milestones.  Section 6.33 of the Insurance APA, and Section 6.32 of each other Account Purchase Agreement, is hereby deleted
in its entirety. Each Account Purchase Agreement is hereby amended to add the following new Section 6.34:


 


“6.34     Financing
Milestones.


 


(a) Proposal
Letter.  On or before December 19, 2014, the Customer shall deliver or cause to be delivered to WFBC a proposal letter, in form
and substance reasonably acceptable to WFBC and executed by a Person reasonably acceptable to WFBC, of such Person to provide debt
or equity financing to Customer in an amount no less than, and the proceeds of which to be used to repay in cash in full, all indebtedness,
liabilities and obligations of Customer to WFBC under this Agreement and the Related Documents and of Customer's Affiliates to
WFBC under the Affiliate Account Purchase Agreements and Related Documents (as defined in each such Affiliate Account Purchase
Agreement). Any failure of Customer to comply with this Section shall constitute and result in an Event of Termination hereunder.


 


(b) Commitment
Letter.  On or before January 15, 2015, the Customer shall deliver or cause to be delivered to WFBC a commitment letter, in
form and substance acceptable to WFBC and duly executed by the parties thereto, with respect to the financing proposal described
in Section


 




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6.34(a) above. Any failure of
Customer to comply with this Section shall constitute and result in an Event of Termination hereunder.


 


(c) Repayment
in Full. On or before January 31, 2015, Customer shall remit to WFBC, and shall cause each Affiliate party to an Affiliate
Account Purchase Agreement to remit to WFBC, repayment in cash in full of all indebtedness, liabilities and obligations (including
the Repurchase Price for all Accounts) of Customer and its Affiliates to WFBC under this Agreement and each Affiliate Account Purchase
Agreement. Any failure of Customer to comply with this Section shall constitute and result in an Event of Termination hereunder.”


 


(d)         Cash Flow Forecasts.
Each Account Purchase Agreement is hereby amended to add the following new Section 6.35:


 


“6.35     Cash
Flow Forecasts.


 


(a) Not
later than December 5, 2014, Customer shall deliver to WFBC, in form and substance reasonably acceptable to WFBC and the Bank Consultant,
an initial thirteen (13) week forecast setting forth projected aggregate weekly cash disbursements and receipts of Customer and
its Affiliates party to an Affiliate Account Purchase Agreement, prepared on an individual basis for Customer and on a combined
basis for Customer and such Affiliates (the “Cash Flow Forecast”).


 


(b) Commencing
December 11, 2014, and on the Thursday of each week thereafter, Customer shall deliver to WFBC, in form and substance reasonably
acceptable to WFBC and the Bank Consultant, a report that sets forth, for the immediately preceding week (as of Friday of such
week), a comparison of Customer’s, and its Affiliates party to an Affiliate Account Purchase Agreement, projected cash disbursements
and receipts for such week as set forth in the Cash Flow Forecast to their actual cash disbursements and receipts for such week.


 


(c) On January
1, 2015, and on the first day of each month thereafter, Customer shall deliver to WFBC, in form and substance reasonably acceptable
to WFBC and the Bank Consultant, a new 13-Week Cash Flow Forecast, which shall upon delivery become the applicable Cash Flow Forecast
for the relevant period.


 


(d) Customer
acknowledges, confirms and agrees that the occurrence of Material Deviations for two consecutive weeks, or any failure of Customer
to comply with the foregoing clauses (a) or (b), shall constitute an additional Event of Termination hereunder.”


 


(e)         Bank Consultant.
Each Account Purchase Agreement is hereby amended to add the following new Section 6.36:


 


“6.36
Bank Consultant. WFBC (or its counsel) may from time to time engage, at the cost and expense of Customer, Focus Management
Group USA Inc.


 




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or such other consultant acceptable
to WFBC (the “Bank Consultant”) for such purposes as WFBC may specify in connection with this Agreement, including
for the purpose of (a) reviewing all financial and other information, including the Cash Flow Forecasts, required to be delivered
by Customer to WFBC hereunder, (b) inspecting, auditing, and making copies of the Customer's financial and business records, (b)
making verifications regarding the Collateral, (c) reviewing operating procedures and the accuracy of the Customer's financial
reporting, cash reporting and cash management, and (d) assessing the Customer's operations and finances. Customer shall make its
officers, employees and directors, as well as the consultant engaged by Customer pursuant to this Agreement, reasonably available
to the Bank Consultant to discuss the affairs, finances and business of the Customer or otherwise assist such consultant in its
review of the Customer's finances and operations. Customer acknowledges and agrees that all Cash Flow Forecasts shall be subject
to review and approval of the Bank Consultant.”


 


(f)          TS Employment
Inc. Each Account Purchase Agreement is hereby amended to add the following new Section 6.37:


 


“6.37    TS
Employment Inc.Customer shall deliver to WFBC, and cause TS Employment Inc. (“TSE”) to deliver to WFBC,
(a) monthly updated insurance certificates evidencing, and proof of payment for, workers compensation insurance for TSE and Customer,
(b) from time to time at the request of WFBC, an Internal Revenue Service form 8821 from and executed by TSE and each other Person
that remits payroll taxes on behalf of Customer or TSE, or in respect of payroll or wages related to the staffing services provided
by Customer and (c) on a weekly basis, a report of all payroll and payroll tax payments by TSE and such Person(s), together with
evidence, reasonably satisfactory to WFBC, of the same. Without limiting the foregoing, Customer will cooperate to provide information
on TSE , upon WFBC’s request from time to time.


 


3.           Limited Waiver.
WFBC hereby waives any Event of Termination which might have occurred or arisen under any Account Purchase Agreement prior to giving
effect to Sections 2(c) of this Amendment and solely to the extent that such Event of Termination would not have occurred or arisen
had Section 2(c) of this Amendment then been in effect. Except as expressly set forth in this Section 3, WFBC has not waived and
is not by this Amendment waiving any other Event of Termination which may have occurred prior to the date hereof, be continuing
on the date hereof or occur after the date hereof.


 


4.           Conditions
Precedent. The effectiveness of this Amendment shall be subject to the receipt by WFBC of (a) an original (or electronic copy)
of this Amendment duly executed by each Customer and (b) an original (or electronic copy) of a consent, in form and substance satisfactory
to WFBC, executed by Sterling National Bank with respect to this Amendment.


 


5.           Effect of
this Amendment. Except as modified pursuant hereto, no other changes or modifications to the Account Purchase Agreements or
any Related Documents are intended or implied, and in all other respects the Account Purchase Agreements and Related Documents
are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof. To the


 




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extent of conflict between the terms of
this Amendment, on the one hand, and any of the Account Purchase Agreements, on the other hand, the terms of this Amendment shall
control.


 


6.           Release.
Each Customer and each Guarantor hereby absolutely and unconditionally releases and forever discharges WFBC, and any and all participants,
parent entities, subsidiary entities, affiliated entities, insurers, indemnitors, successors and assigns thereof, together with
all of the present and former directors, officers, attorneys, agents and employees of any of the foregoing, from any and all claims,
demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under
any state or federal law or otherwise, which such Customer or such Guarantor has had, now has or has made claim to have against
any such Person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to
and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or
unknown.


 


7.           Governing
Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined
in accordance with the internal laws of the State of New York (without giving effect to principles of conflicts of laws or other
rules of law that would result in the application of the law of any jurisdiction other than the State of New York).


 


8.           Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be an original with the same force and effect
as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of this Amendment by
telefacsimile shall have the same force and effect as delivery of an original executed counterpart of this Amendment.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the day and
year first above written.


 


WFBC


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


	By:  	 




	Name:  	 
	Title: 	 


 


CUSTOMER:


 


Each of the parties signing below are agreeing to this Amendment
in its capacity as a Customer under the Account Purchase Agreement to which it is party, and are acknowledging and agreeing to
this Amendment as a Guarantor of each Affiliate Account Purchase Agreement:


 


	CORPORATE RESOURCE 	 	 
	DEVELOPMENT INC.	 	DIAMOND STAFFING SERVICES, INC.
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 
	 	 	 
	INSURANCE OVERLOAD SERVICES, INC.	 	TS STAFFING SERVICES, INC.
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 
	 	 	 
	ACCOUNTABILITIES, INC.	 	INTEGRATED CONSULTING GROUP, INC.
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 


 


AGREED AND ACKNOWLEDGED:


 


	 
	ROBERT CASSERA,
	  as a Guarantor of each Account Purchase Agreement 
	 
	CORPORATE RESOURCE SERVICES, INC.,
	  as a Guarantor of each Account Purchase Agreement


 


	By: 	 	 
	Name: 	 	 
	Title: 	 	 


 




    	Amendment to Account Purchase Agreements