Exhibit 10.1


     Execution
      Copy

    


    FORBEARANCE
      AND REAFFIRMATION AGREEMENT

    


    THIS
      FORBEARANCE AND REAFFIRMATION AGREEMENT (this
      “Agreement”)
      is
      made
      and entered into as of September 28, 2007 (the “Effective
      Date”),
      by
      and among RESOLVE
      STAFFING, INC., a Nevada corporation (“Parent”),
      EMPLOYEE LEASING SERVICES, INC., an Ohio corporation (“Employee
      Leasing Services”),
      ELS
      PERSONNEL SERVICES, LLC, an Ohio limited liability company (“ELS
      Personnel”),
      FIVE
      STAR STAFFING, INC., a Florida corporation (“Five
      Star Staffing”),
      FIVE
      STAR STAFFING (NEW YORK), INC., a New York corporation (“Five
      Star Staffing New York”),
      AMERICAN STAFFING RESOURCE, LTD., an Ohio limited liability company
      (“American
      Staffing”),
      STEVE’S STAFFING, LLC, an Ohio limited liability company (“Steve’s
      Staffing”),
      ELS
      HUMAN RESOURCE SOLUTIONS, INC., an Ohio corporation (“ELS
      Human Resource Solutions”),
      ELS
      OUTSOURCE SERVICES, INC., a Michigan corporation (“ELS
      Outsource”),
      ELS
      ADVANTAGE, INC., a Michigan corporation (“ELS
      Advantage”),
      ELS
      EMPLOYER SERVICES, INC., a Michigan corporation (“ELS
      Employer”),
      ELS
      PAYROLL SOLUTIONS, INC., an Ohio corporation (“ELS
      Payroll”),
      ELS
      HR SOLUTIONS, INC., a Florida corporation (“ELS
      HR
      Solutions”),
      PREMIER HR SERVICES, INC., a California corporation (“Premier”),
      ELS
      HUMAN RESOURCES, INC., an Ohio corporation (“ELS
      Human Resources”),
      FOXSTAR, INC., a Michigan corporation (“Foxstar”),
      MANDALAY SERVICES, INC., a Michigan corporation (“Mandalay”),
      INTEGRATED PAYROLL SOLUTIONS, INC., a Michigan corporation (“Integrated”),
      and
      ELS, INC., an Ohio corporation (“ELS”,
      and
      together with Parent, Employee Leasing Services, ELS Personnel, Five Star
      Staffing, Five Star Staffing New York, American Staffing, Steve’s Staffing, ELS
      Human Resource Solutions, ELS Outsource, ELS Advantage, ELS Employer, ELS
      Payroll, ELS HR Solutions, Premier, ELS Human Resources, Foxstar, Mandalay
      and
      Integrated, collectively, “Borrowers”),
      ELS
      PERSONNEL SERVICES, INC., an Ohio corporation (“ELS
      PSI”),
      ROCKMOR GROUP, INC., a Michigan corporation (“Rockmor”),
      LUXOR
      SOLUTIONS, INC., a Michigan corporation (“Luxor”),
      STREAMLINE MANAGEMENT, INC., a Michigan corporation (“Streamline”),
      RIO
      SERVICES, INC., a Michigan corporation (“Rio”),
      IMPERIAL HUMAN RESOURCES, INC., a Michigan corporation (“Imperial”),
      ELS
      PAYROLL MANAGERS, INC., an Ohio corporation (“ELS
      PMI”),
      ELS
      HR, INC., an Ohio corporation (“ELS
      HRI”),
      DIVERSIFIED SUPPORT SYSTEMS, LLC, an Ohio limited liability company
      (“Diversified”),
      ELS
      TEMPORARY SOLUTIONS, INC., an Ohio corporation (“ELS
      TSI”),
      FIDELITY CAPITAL, INC., an Ohio corporation (“Fidelity”),
      RESOLVE HR SOLUTIONS, INC., an Ohio corporation (“Resolve
      HR”),
      ALLSTAFF, INC., a Florida corporation (“AllStaff”),
      and
      POWER PERSONNEL LLC, a Delaware limited liability company (“Power
      Personnel”,
      and
      together with ELS PSI, Rockmor, Luxor, Streamline, Rio, Imperial, ELS PMI,
      ELS
      HRI, Diversified, ELS TSI, Fidelity, Resolve HR and AllStaff, collectively,
      “Corporate
      Guarantors”),
      RONALD E. HEINEMAN, an individual and resident of the State of Ohio
      (“Individual
      Guarantor”),
      and
      FIFTH THIRD BANK, an Ohio banking corporation (“Bank”),
      and is
      as follows:

    


    



    
      
         

      

      
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    Recitals

    


    A. Borrowers
      and Bank have entered into a Credit Agreement
      dated as of March 30, 2007 (the
      “Credit
      Agreement”).
      Capitalized terms used, but not defined, in this Agreement will have the
      meanings given to them in the Credit Agreement. 

    


    B. In
      connection with the Credit Agreement, Borrowers executed and delivered to Bank
      (i) the Revolving Credit Promissory Note dated as of March 30, 2007 in the
      original principal amount of $14,000,000 (the “Working
      Capital Revolving Note”),
      (ii)
      the Revolving Credit Promissory Note dated as of March 30, 2007 in the original
      principal amount of $12,500,000 (the “Overline
      Revolving Note”),
      and
      (iii) the Revolving Credit Promissory Note dated as of March 30, 2007 in the
      original principal amount of $5,000,000 (the “LOC
      Revolving Note”
and
      together with the Working Capital Revolving Note and the Overline Revolving
      Note, collectively, the “Revolving
      Notes”).
      Parent executed and delivered to Bank the Term Note dated as of March 3, 2005
      in
      the original principal amount of $465,000 (the “Term
      Loan Note”
and
      together with the Revolving Notes, collectively, the “Notes”).

    


    C. As
      security for the Obligations (including, but not limited to, the
      Cross-Guaranteed Obligations pursuant to Section
      2.11
      of the
      Credit Agreement), (i) Parent executed and delivered to Bank a Security
      Agreement dated as of March 3, 2005, Employee Leasing Services executed and
      delivered to Bank a Security Agreement dated as of February 15, 2002, and
      Rockmor executed and delivered to Bank a Security Agreement dated as of February
      15, 2002 (collectively, the “Existing
      Security Agreements”);
      (ii)
      Borrowers executed and delivered to Bank a Security Agreement dated as of March
      30, 2007 (the “Borrower
      Security Agreement”);
      (iii)
      Parent executed and delivered to Bank a Pledge Agreement dated as of March
      30,
      2007, and ELS Human Resource Solutions executed and delivered to Bank a Pledge
      Agreement dated as of March 30, 2007 (collectively, the “Pledge
      Agreements”).
      The
      Existing Security Agreements, the Borrower Security Agreement, and the Pledge
      Agreements
      are
      sometimes, collectively, the “Borrower
      Security Documents”.

    


    D. Corporate
      Guarantors executed and delivered to Bank a Guaranty dated as of March 30,
      2007
      (the “Corporate
      Guaranty”),
      and
      Individual Guarantor executed and delivered to Bank a Guaranty dated as of
      March
      30, 2007 (the “Individual
      Guaranty”
and
      together with the Corporate Guaranty, collectively, the “Guaranties”).
      Under
      the Guaranties, Corporate Guarantors and Individual Guarantor, respectively,
      absolutely and unconditionally guaranteed to Bank (a) payment of the Notes
      and
      (b) payment and performance of all other Obligations (collectively, the
“Guaranteed
      Obligations”).

    


    E. As
      security for the Guaranteed Obligations, Corporate Guarantors executed and
      delivered to Bank a Security Agreement dated as of March 30, 2007 (the
“Corporate
      Guarantor Security Agreement”).
      The
      Credit Agreement, the Notes, the Borrower Security Documents, the Guaranties,
      and the Corporate Guarantor Security Agreement, together
      with any
      other documents, instruments and agreements executed by any Borrower, Corporate
      Guarantor or Individual


    
      
         

      

      
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    Guarantor
      in connection with any of the foregoing, as the same may have been amended
      from
      time to time, are sometimes, collectively, the “Loan
      Documents”.

    


    F. There
      have occurred and continue to exist Events of Default under the Credit
      Agreement, including, but not limited to, those set forth in the letter from
      Bank to Debtors dated May 17, 2007 (the “Reservation
      of Rights Letter”)
      and
      the following additional Events of Default subsequent to the delivery of the
      Reservation of Rights Letter and prior to the Effective Date: (i) under
      Section
      2.2(e)
      of the
      Credit Agreement resulting from Borrowers’ failure
      to reduce the outstanding balance of the Overline Revolving Loans as required
      in
      the Credit Agreement; (ii) under Section
      4.3
      of the
      Credit Agreement as a result of Borrowers’ failure to timely deliver financial
      statements, reports, Borrowing Base Certificates and Compliance Certificates
      to
      Bank; (iii) under Section
      7.3(a)
      of the
      Credit Agreement by failing to use best efforts to obtain subordination
      agreements from the Persons listed in Section
      7.3(a);
      (iv)
      under Section
      6.1(b) of
      the
      Credit Agreement by failing to
      pay
      other Obligations owing to Bank in a timely manner as required pursuant to
      the
      Loan Documents and Borrowers’ other agreements with Bank, including, but not
      necessary limited to, timely repayment of overdrafts in Borrowers’ deposit
      accounts with Bank and certain fees payable to Bank under the Loan
      Documents;
      (v) as a
      result of the breach of various other representations, warranties and covenants
      set forth on Schedule
      I,
      and
      (vi) under Section
      5
      of the
      Credit Agreement as a result of Borrowers’ failure to comply with certain
      Financial Covenants through the Test Period ending as of June 30, 2007. Each
      of
      the foregoing defaults are, collectively, the “Existing
      Defaults”.
      In
      addition to any action heretofore taken by Bank, the Existing Defaults permit
      Bank to
      immediately exercise any and all rights and remedies provided in the Loan
      Documents and pursuant to applicable law to collect the Obligations and take
      actions to foreclose, sell, collect and liquidate the Loan Collateral
      (collectively, the “Rights
      and Remedies”).

    


    G. Borrowers,
      Corporate Guarantors, and Individual Guarantor (sometimes, collectively,
“Debtors”)
      have
      requested that Bank, and Bank has agreed to, conditionally and temporarily
      forbear from the immediate exercise of the Rights and Remedies all on, and
      subject to, the terms and conditions set forth in this Agreement. 

    


    Statement
      of Agreement

    


    In
      consideration of the mutual covenants and agreements set forth in this
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Bank and Debtors hereby agree
      as
      follows:

    


    1. Recitals;
      Acknowledgment of Debt; Reaffirmation of Obligations and Related
      Agreements.
      

    


    1.1 Recitals.
      Each of
      the above Recitals is incorporated herein and deemed to be the agreement of
      Bank
      and Debtors, and each Debtor acknowledges that each Recital is true and correct,
      and that it is being relied upon by Bank in agreeing to the terms of this
      Agreement.

    


    1.2 Acknowledgment
      of Obligations.
      Each
      Debtor acknowledges and confirms that, but for this Agreement, each Debtor
      is
      presently obligated, jointly and severally, 


    
      
         

      

      
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    to
      immediately pay all of the Obligations, all without offset, defense, recoupment
      or counterclaim. Each Debtor acknowledges and confirms that, as of September
      17,
      2007, the outstanding principal amount of, and accrued but unpaid interest
      on,
      and bank fees on, the Indebtedness evidenced by (i) the Working Capital
      Revolving Note is $7,955,661.00 (principal) and $29,170.75 (interest/bank fees),
      (ii) the Overline Revolving Note is $10,525,000.00 (principal) and $60,044.13
      (interest/bank fees), and (iii) the Term Loan Note is $228,737.26 (principal)
      and $675.64 (interest/bank fees). Each Debtor agrees that such Debtor does
      not
      have any claim or defense of any kind, by way of offset or otherwise, to the
      payment or performance of all of the Obligations whether pursuant to the Loan
      Documents or otherwise. 

    


    1.3 Ratifications.

    


    1.3.1 Ratifications
      of Documents.
      Except
      as expressly amended hereby, all terms, conditions and obligations of the Loan
      Documents are hereby ratified and confirmed and remain in full force and effect.
      

    


    1.3.2 Ratification
      of Grants of Security.
      Without
      limiting the generality of the ratifications contained elsewhere in this
      Agreement, each Debtor, as applicable, ratifies and reaffirms any and all grants
      to Bank of Liens on the Loan Collateral as security for the Obligations
      (including, but not limited to, the Cross-Guaranteed Obligations), and
      Guaranteed Obligations, as applicable, and acknowledges and confirms that the
      grants of the Liens on the Loan Collateral (a) represent continuing Liens on
      all
      of the Loan Collateral, (b) secure all of the Obligations, and (c) represent
      valid first priority Liens on the Loan Collateral, except to the extent of
      any
      Permitted Liens.

    


    1.4 Reaffirmation
      of Covenants, Warranties and Representations.
      Except
      as set forth on the disclosure schedules to the Credit Agreement, as
      supplemented by Schedule
      II,
      each
      Debtor hereby agrees that all representations and warranties in the Loan
      Documents to which such Debtor is a party are true and accurate as of the date
      hereof, except to the extent, if any, modified by this Agreement. Each Debtor
      further reaffirms all covenants in the Loan Documents to which such Debtor
      is a
      party.

    


    2. Amendments
      to Credit Agreement; Forbearance Period; Additional
      Covenants.
      

    


    2.1 Amendments
      to Credit Agreement.
      Subject
      to the satisfaction of the conditions of this Agreement, Bank and Borrowers
      hereby agree as follows:

    


    2.1.1 Section
      1.1
      of the
      Credit Agreement is hereby amended by the addition of new definitions of
“Forbearance Agreement” and “Resolve Partners”, in their proper alphabetical
      order, to provide in their entirety as follows:

    


    “Forbearance
      Agreement”
means
      the Forbearance and Reaffirmation Agreement dated as of September 28, 2007
      by
      and among Lender, Borrowers, Corporate Guarantors, and
      Individual


    
      
         

      

      
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    Guarantor,
      as the same may be supplemented,
      restated, or otherwise changed or modified and any substitute or replacement
      agreements accepted by Lender from time to time.

    


    “Resolve
      Partners”
means
      Resolve Partners LLC, an Ohio limited liability company.

    


    2.1.2 The
      following definitions in Section
      1.1
      of the
      Credit Agreement are hereby amended in their entirety by substituting the
      following in their respective places:

    


    “Financial
      Covenants”
means
      the financial covenant contained in Section 5.11.
      The
      Financial Covenant set forth in Section
      5.11
      will be
      based on the Consolidated Group’s financial performance unconsolidated with any
      other Person.

    


    “Future
      Potential Subordinate Creditor”
means
      each of (a) JC Kosco, LLC, (b) Tom Bolticoff, (c) Melanie Traveler, (d) Velocity
      Staffing Corporation, Inc., (e) John Miranda, (f) Denise Katsnelson, (g) Steady
      Staff LLC, (h) Tom Polcari, (i) Timothy Sheets, (j) Choice Staff Personnel
      Services, Inc., (k) Darleen Johnson, (l) Staff Pro LLC and (m) each other Person
      that executes a Subordination Agreement in favor of Lender in connection with
      Indebtedness owing by a Loan Party.

    


    “Corporate
      Guarantors”
means,
      collectively, ELS PSI, Rockmor, Luxor, Streamline, Rio, Imperial, ELS PMI,
      ELS
      HRI, Diversified, ELS TSI, Fidelity, Resolve HR, AllStaff, Power and Resolve
      Partners. “Corporate
      Guarantor”
means
      each of ELS PSI, Rockmor, Luxor, Streamline, Rio, Imperial, ELS PMI, ELS HRI,
      Diversified, ELS TSI, Fidelity, Resolve HR, AllStaff, Power and Resolve
      Partners.

    


    “Overline
      Revolving Commitment”
means,
      subject to Section
      2.7(b),
      at all
      times on and after the Effective Date (as defined in the Forbearance Agreement),
      an amount equal to $17,150,000.

    


    “Overline
      Revolving Loan Availability”
means,
      as at any time, an amount, in Dollars, equal to:

    


    (a) the
      Overline Revolving Commitment;

     

    less (b) the
      aggregate outstanding principal amount of all Overline Revolving Loans and
      all
      due but unpaid interest on the Overline Revolving Loans; and 


    
      
         

      

      
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    less (c) the
      aggregate amount of all uncleared checks written by any Loan Party against
      any
      deposit account maintained at Lender.

    


    “Test
      Period”
means
      each 12 Month Period ending at the end of each Fiscal Quarter or Fiscal Year
      commencing with the Fiscal Quarter ending on March 31, 2007; provided that,
      as
      it respects the Net Income Financial Covenant measured as of September 30,
      2007,
      October 31, 2007 and November 30, 2007, “Test Period” means the three month
      period ended September 30, 2007, the four month period ended October 31, 2007
      and the five month period ended November 30, 2007, respectively.

    


    “Working
      Capital Revolving Commitment”
means,
      subject to Section
      2.7(b),
      at all
      times on and after the Effective Date (as defined in the Forbearance Agreement),
      an amount equal to $12,000,000.

    


    


    2.1.3 The
      reference to “September 30, 2007” in the definition of “Termination Date” in
Section
      1.1
      of the
      Credit Agreement is hereby amended by substituting “December 31, 2007” for such
      reference to “September 30, 2007” where it appears therein. Each reference to
“January 31, 2008” in the definition of “Termination Date” in Section
      1.1
      of the
      Credit Agreement is hereby amended by substituting “December 31, 2007” for such
      reference to “January 31, 2008” where it appears therein. The reference to
“September 1, 2009” in the definition of “Termination Date” in Section
      1.1
      of the
      Credit Agreement is hereby amended by substituting “December 31, 2007” for such
      reference to “September 1, 2009” where it appears therein.

    


    


    2.1.4 Section
      2.1(c)
      of the
      Credit Agreement is hereby amended in its entirety by substituting the following
      in its place:

    


    (c) On
      the
      Effective Date (as defined in the Forbearance Agreement), Borrowers shall
      execute and deliver to Lender an Amended and Restated Revolving Credit
      Promissory Note in the form of Exhibit
      2.1
      attached
      to the Forbearance Agreement (as amended, the “Working
      Capital Revolving Note”),
      dated
      as of the Effective Date (as defined in the Forbearance Agreement), in the
      principal amount of the Working Capital Revolving Commitment, and bearing
      interest at such rates, and payable upon such terms, as specified in the Working
      Capital Revolving Note.


    
      
         

      

      
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    2.1.5 Section
      2.2(c)
      of the
      Credit Agreement is hereby amended in its entirety by substituting the following
      in its place:

    


    (c) On
      the
      Effective Date (as defined in the Forbearance Agreement), Borrowers shall
      execute and deliver to Lender an Amended and Restated Revolving Credit
      Promissory Note in the form of Exhibit
      2.2
      attached
      to the Forbearance Agreement (as amended, the “Overline
      Revolving Note”),
      dated
      as of the Effective Date (as defined in the Forbearance Agreement), in the
      principal amount of the Overline Revolving Commitment, and bearing interest
      at
      such rates, and payable upon such terms, as specified in the Overline Revolving
      Note.

    


    


    2.1.6 The
      first
      sentence of Section
      2.3(c)
      of the
      Credit Agreement is hereby amended in its entirety by substituting the following
      in its place:

    


    On
      the
      Effective Date (as defined in the Forbearance Agreement), Borrowers shall
      execute and deliver to Lender an Amended and Restated Revolving Credit
      Promissory Note in the form of Exhibit
      2.3
      attached
      to the Forbearance Agreement (as amended, the “LOC
      Revolving Note”),
      dated
      as of the Effective Date (as defined in the Forbearance Agreement), in the
      principal amount of the LOC Revolving Commitment, and bearing interest at such
      rates, and payable upon such terms, as specified in the LOC Revolving Note.
      

    


    


    2.1.7 The
      first
      sentence of Section
      2.8
      of the
      Credit Agreement is hereby amended in its entirety by substituting the following
      in its place:

    


    Term
      Loan.
      Lender
      has made to Parent a term loan in the original principal amount of $465,000
      (the
“Term
      Loan”),
      as
      evidenced by the Term Note dated as of March 3, 2005 made by Parent to the
      order
      of Lender in the original principal amount of $465,000, as amended by the First
      Amendment to Term Note dated as of the Effective Date (as defined in the
      Forbearance Agreement) between Parent and Lender (as amended, the “Term
      Loan Note”).
      

    


    


    2.1.8 Section
      3.3
      of the
      Credit Agreement is hereby amended in its entirety by substituting the following
      in its place:


    
      
         

      

      
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    3.3 Except
      as
      set forth on Schedule
      3.3,
      as
supplemented
      by Schedule
      III
      to the
      Forbearance Agreement, there
      are
      no suits or proceedings pending or, to the Knowledge of any Loan Party,
      threatened against or affecting any Loan Party where (i) (a) the amount sought
      to be recovered is sought to be recovered by a Future Potential Subordinate
      Creditor or (b) the amount sought to be recovered is in excess of $250,000,
      (ii)
      the suit or proceeding so brought by a governmental authority, or (iii)
      injunctive relief is being sought against a Loan Party, and no proceedings
      before any governmental body are pending or, to the Knowledge of any Loan Party,
      threatened against any Loan Party.

    


    


    2.1.9 The
      following portions of Sections
      5
      of the
      Credit Agreement are hereby amended as follows: 

    


    (a) By
      the
      amendment of Section
      5.3
      by
      substituting the      following
      in its place: 

    


    Intentionally
      Left Blank

    


    (b) By
      the
      amendment of Section
      5.10
      by
      substituting the      following
      in its place: 

     

    Intentionally
      Left Blank

    


    (c) By
      the
      amendment of Section
      5.11
      by
      substituting the      following
      in its place: 

    


    5.11 Minimum
      Net Income.
      Borrowers will not permit Net Income for the applicable Test Period (plus,
      to
      the extent deducted from the determination of Net Income, (a) an amount equal
      to
      the positive difference, if any, between (i) actual income
      and franchise tax expense for the applicable Test Period and (ii) income and
      franchise tax expense for the applicable Test Period
      as shown
      on the Cash Flow Budget, (b) the non-cash reduction of goodwill resulting from
      the restructuring transactions undertaken by Borrowers during the applicable
      Test Period, and (c) specific accounts receivable write-offs for Cranes,
      Pacstar, Federated Steel, Magnet Steel and Global Fasteners, in each case in
      amounts acceptable to Lender, to be less than the amounts set opposite the
      Test
      Period ending on the following dates:


    
      
         

      

      
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              Period

            	
              Net
                Income 

            
	 	 
	
              Test
                Period ending on

              September
                30, 2007

            	
              $16,000

            
	
              Test
                Period ending on

              October
                31, 2007

            	
              $225,000

            
	
              Test
                Period ending on

              November
                30, 2007

            	
              $526,000

            


    

    


    2.1.10 Exhibit
      2.1
      to the
      Credit Agreement is hereby amended in its entirety by substituting the document
      attached hereto as Exhibit
      2.1
      in its
      place. Exhibit
      2.2
      to the
      Credit Agreement is hereby amended in its entirety by substituting the document
      attached hereto as Exhibit
      2.2
      in its
      place. Exhibit
      2.3
      to the
      Credit Agreement is hereby amended in its entirety by substituting the document
      attached hereto as Exhibit
      2.3
      in its
      place. Exhibit
      4.3(d)
      to the
      Credit Agreement is hereby amended in its entirety by substituting the document
      attached hereto as Exhibit
      4.3(d)
      in its
      place. Without limiting Borrowers and Corporate Guarantors obligations to update
      any Schedules to the Credit Agreement, the following Schedules to the Credit
      Agreement are hereby updated: Schedule
      3.3
      to the
      Credit Agreement is hereby supplemented by Schedule
      III
      attached
      hereto. 

    


    2.2 No
      Novation.
      Each
      Debtor acknowledges and agrees that this Agreement does not discharge or cancel
      the existing Indebtedness evidenced by any Note, and it is not a payment or
      refinancing of the existing Indebtedness evidenced by any Note or a new debt
      of
      Borrowers. 

    


    2.3 References.
      Debtors
      and Bank agree that any reference to (i) the Credit Agreement will be treated
      as
      a reference to the Credit Agreement, as amended by this Agreement, (ii) the
      Overline Revolving Note will be treated as a reference to the Amended and
      Restated Overline Revolving Note (as defined below), (iii) the Working Capital
      Revolving Note will be treated as a reference to the Amended and Restated
      Working Capital Revolving Note (as defined below), (iv) the LOC Revolving Note
      will be treated as a reference to the Amended and Restated LOC Revolving Note
      (as defined below), and (v) the Term Loan Note will be treated as a reference
      to
      the Term Loan Note as amended by the First Amendment to Term Note (as defined
      below).

    


    2.4 Forbearance
      Period.
      Subject
      to the satisfaction of the conditions precedent set forth in this Agreement,
      Bank agrees that until the expiration of the “Forbearance Period” (as
      hereinafter defined), Bank will forbear from the exercise of the Rights and
      Remedies against Debtors solely with respect to the Existing Defaults;
provided,
      however,
      (a)
      Debtors shall comply during the Forbearance Period with all limitations,
      restrictions or prohibitions that would otherwise be effective or applicable
      under the Loan Documents, during the continuance of any Event of Default, (b)
      nothing in this Agreement shall restrict, impair or otherwise affect any of
      Bank’s rights and remedies under any agreements containing subordination
      provisions in favor of Bank (including, but not limited to, any rights or
      remedies available to Bank as a result of the


    
      
         

      

      
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    occurrence
      or continuation of any Existing Defaults) or amend or modify any provision
      thereof, and (c) nothing herein shall restrict, impair or otherwise affect
      Bank’s rights to (i) refuse to honor any check or payment order presented for
      payment for which Borrowers do not have sufficient funds to satisfy the payment
      demanded thereon or (ii) reduce the advance rate with respect to Eligible
      Accounts and implement and increase Borrowing Base Reserves or otherwise
      exercise the discretion and rights respecting Eligible Accounts set forth in
      the
      Loan Documents. As used herein, “Forbearance
      Period”
means
      the period beginning on the Effective Date and ending on the earlier to occur
      of
      (the occurrence of clause (i) or (ii), a “Termination
      Event”):
      (i)
      December 31, 2007 or (ii) the occurrence of any Forbearance Default (as
      hereinafter defined). Each Debtor acknowledges and agrees that this Agreement
      does not prohibit Bank from exercising any or all of the Rights and Remedies
      at
      any time on or after the occurrence of a Termination Event. 

    


    2.5 Turnaround
      Consultant/Investment Banker. 
      Borrowers and Corporate Guarantors (collectively, “Loan
      Parties”)
      have
      retained Conway MacKenzie & Dunleavy (“CMD”)
      to,
      among other things, (i) assist Loan Parties in their financial and other
      reporting obligations under the Loan Documents, including, but not limited
      to,
      the preparation and maintenance of the Cash Flow Budget (as defined below)
      and
      (ii) assist Loan Parties in effectuating any acceptable plan for repaying the
      Obligations. Bank shall have the right to contact CMD or such other consultant
      retained by Loan Parties and acceptable to Bank (each, a “Consultant”)
      directly without any Debtor’s participation in such discussions. The fee for
      Consultant shall be the sole responsibility of Loan Parties. Loan Parties’
retention of Consultant will continue through the Forbearance Period. The
      identity of Consultant will at all times remain acceptable to Bank. Without
      limiting any other rights or remedies of Bank, Bank reserves the right to retain
      one or more professionals of its own choosing, the fees, costs and expenses
      of
      which will be the sole responsibility of Loan Parties.

    


    2.6 Cash
      Flow Budget; Variance Report; Updated Budget. 

    


    2.6.1 As
      a
      further inducement to Bank to enter into this Agreement, Loan Parties have
      delivered to Bank the cash flow budget attached hereto as Exhibit
      A
      and
      incorporated by reference herein (the “Cash
      Flow Budget”).
      Loan
      Parties agree that the
      positive difference between (i) actual cash disbursements (exclusive of
      disbursements attributable directly to, and equal to the corresponding, PEO
      Collections) made by Loan Parties for the period from July 22, 2007 through
      December 31, 2007 and (ii) disbursements (exclusive of disbursements
      attributable directly to, and equal to the corresponding, PEO Collections)
      shown
      on the Cash Flow Budget for the period from July 22, 2007 through December
      31,
      2007, shall not exceed $2,250,000, on a cumulative basis during such period
      (the
“Disbursements
      Covenant”).
      Loan
      Parties agree that the
      positive difference between (i) “staffing” (i.e., exclusive of PEO Collections)
      cash collections shown in the Cash Flow Budget and (ii) actual “staffing” (i.e.,
      exclusive of PEO Collections) cash collections made by Loan Parties shall not
      exceed, (a) during the period from July 22, 2007 to October 28, 2007,
      $3,000,000, on a cumulative basis during such period and (b) from July 22,
      2007
      to December 31, 2007 $5,000,000, on a cumulative basis during such period (the
      “Collections
      Covenant”).
      As
      used herein, “PEO
      Collections”
      means
      the cash
      receipts that Loan Parties receive in advance from their co-employer clients
      before the Loan Parties make the payroll disbursements to the respective PEO
      employees.


    
      
         

      

      
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    2.6.2 During
      the Forbearance Period, promptly when available and in no event later than
      Wednesday of each week, Loan Parties shall deliver to Bank financial reports,
      including, but not limited to, a variance report, by line item and in the
      aggregate, of the Cash Flow Budget opposite actual results (i) of the applicable
      week (which is based on information through the immediately preceding week)
      and
      (ii) on a cumulative basis (for the then cumulative period, such that adherence
      to, or default of, as applicable, the Collections Covenant and the Disbursements
      Covenant is identified therein). The financial reports and variance report
      shall
      include, among other things, a
      narrative analysis of the operations of Loan Parties’ business for such period,
      summarizing the variances as evidenced in the variance report.
      Failure
      of Loan Parties to comply with the obligations under this Section
      2.6,
      including, but not limited to, the failure of Loan Parties to deliver such
      variance report or to adhere to the Collections Covenant and Disbursements
      Covenant, will constitute a Forbearance Default.

    


    2.6.3 Loan
      Parties may propose to Bank revisions, in form and substance acceptable to
      Bank
      in its sole discretion, to the Cash Flow Budget (the “Updated
      Budget”);
      however,
      Bank
      will have no obligation to accept or approve such revisions. If approved by
      Bank, the Updated Budget will automatically become the Cash Flow Budget.


    


    2.7  Conference
      Calls.
      During
      the Forbearance Period, Loan Parties will participate in conference calls,
      not
      less frequently than weekly, with Consultant, Bank, and any designees of Bank.
      Failure of Loan Parties to comply with the obligations under this Section
      2.7
      will
      constitute a Forbearance Default. 

    


    2.8 Second
      Mortgages.
      Contemporaneously with the execution of this Agreement, Debtors
      will cause to be executed and delivered to Bank, all in form and substance
      satisfactory to Bank in its sole judgment: (a)
      a
      non-recourse guaranty by W.H. 2, LLC in favor of Bank, guaranteeing all of
      the
      Obligations, which guaranty will be secured by a second mortgage granted by
      W.H.
      2, LLC in favor of Bank on certain real property located in Clermont County,
      Ohio, and (ii) a non-recourse guaranty by Restaurant
      Management Group, LLC in
      favor
      of Bank, guaranteeing all of the Obligations, which guaranty will be secured
      by
      a second mortgage in favor of Bank with respect to real property located in
      Harrison County, Indiana and by a second mortgage in favor of Bank with respect
      to real property located in Montgomery County, Ohio. Failure
      of Debtors to comply with the obligations under this Section
      2.8
      will
      constitute a Forbearance Default. 

    


    2.9 Assignment
      of Tax Refund.
      Contemporaneously with the execution of this Agreement, Individual
      Guarantor will execute and deliver to Bank, all in form and substance
      satisfactory to Bank in its sole judgment: (a) an assignment by Individual
      Guarantor (and a grant of a first priority Lien) in favor of Bank of Individual
      Guarantor’s tax refund for tax year 2006 (the “Assignment
      of Tax Refund”),
      pursuant to which Individual Guarantor will, among other things, covenant to
      cause the IRS to remit to Bank or Bank’s designee, any and all monies to which
      Individual Guarantor is entitled as a tax refund for such tax year and which
      monies, upon receipt by Bank, will be applied against the Obligations in such
      order and method of application as determined by Bank in its sole discretion,
      and (b) all
      other
      documents, instruments, certificates


    
      
         

      

      
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    and
      agreements deemed necessary or desirable by Bank to effect the transactions
      contemplated by the Assignment of Tax Refund. Failure
      of Individual Guarantor to comply with the obligations under this Section
      2.9
      will
      constitute a Forbearance Default. 

    


    2.10 Stock
      Pledge Agreement.
      Contemporaneously with the execution of this Agreement, Individual Guarantor
      will execute and deliver to Bank, all in form and substance satisfactory to
      Bank
      in its sole judgment: (a) a stock pledge agreement by Individual Guarantor
      in
      favor of Bank (the “Stock
      Pledge Agreement”),
      which
      Stock Pledge Agreement will secure the Individual Guaranty and pursuant to
      which
      Individual Guarantor will, among other things, pledge to Bank all stock, shares
      or other ownership interest in all of the Loan Parties, and (b) all
      other
      documents, instruments, certificates and agreements deemed necessary or
      desirable by Bank to effect the transactions contemplated by the Stock Pledge
      Agreement; provided
      that,
      with
      respect to the stock certificates that are not available as of the Effective
      Date, Individual Guarantor will have until October 15, 2007 to deliver the
      original stock certificates (and related stock powers) to Bank. Failure
      of Individual Guarantor to comply with the obligations under this Section
      2.10
      will
      constitute a Forbearance Default. 

    


    2.11 Chief
      Restructuring Officer.
      Loan
      Parties have retained CM&D Management Services, LLC, which has provided
      Joseph Geraghty as chief restructuring officer (“Chief
      Restructuring Officer”).
      Bank
      shall have the right to contact the Chief Restructuring Officer directly without
      any Debtor’s participation in such discussions. The fee for the Chief
      Restructuring Officer shall be the sole responsibility of Loan Parties. Loan
      Parties’ retention of CM&D Management Services, LLC, or a qualified
      successor, to provide a Chief Restructuring Officer will continue through the
      Forbearance Period. Without limiting any other rights or remedies of Bank,
      Bank
      reserves the right to retain one or more professionals of its own choosing,
      the
      fees, costs and expenses of which will be the sole responsibility of Loan
      Parties. Failure of Loan Parties to comply with the obligations under this
      Section
      2.11
      will
      constitute a Forbearance Default. 

    


    2.12 Cash
      Flow Projection; Noteholder Analysis; Noteholder Related Liens.
      On or
      before October 1, 2007, Loan Parties will prepare and deliver to Bank, all
      in
      form satisfactory to Bank in its sole judgment an analysis of the economic
      effect of returning some or all of the businesses acquired by Loan Parties
      to
      the Future Potential Subordinate Creditors and other acquisition debt
      noteholders (collectively, the “Noteholders”).
      On
      or
      before October 1, 2007, Loan Parties will prepare and deliver to Bank, all
      in
      form satisfactory to Bank in its sole judgment a projection of Loan Parties’
cash flow and cash needs for the period commencing on January 1, 2008 through,
      and including, December 31, 2008 (the “2008
      Projections”).
      Failure of Loan Parties to comply with the obligations under this Section
      2.12
      will
      constitute a Forbearance Default. 

    


    2.13 Loan
      Parties represent that, as of the Effective Date, there are no claims for
      amounts due by any Loan Party in respect of taxes other than those described
      on
Schedule
      III
      (the
“Tax
      Claims”).
      As to
      federal Tax Claims included within the Tax Claims (collectively, “Federal
      Tax Claims”),
      Loan
      Parties have paid all of the Federal Tax Claims or have sought abatements for
      all of the Federal Tax Claims. With respect to the Federal Tax Claims for
      which


    
      
         

      

      
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    abatements
      have been sought, all materials required or requested by the Internal Revenue
      Code in respect of such abatement request have been delivered, and Loan Parties
      expect to receive, the abatements requested. Loan Parties will work diligently
      and in good faith to cause all of the Tax Claims to be abated or released,
      and
      all Liens associated therewith to be released, in each case as soon as
      practical. 

    


    2.14 Refinancing;
      Sale of Companies.
      During
      the Forbearance Period, Loan
      Parties shall actively pursue a refinancing of the Obligations with a bona
      fide,
      third party financial institution (such refinancing being called the
“Refinancing”)
      or a
      sale of the Loan Parties with a bona fide, third party purchaser (such sale
      being called the “Sale”),
      with
      the intention that the Refinancing or Sale, as applicable, generate proceeds
      to
      pay and satisfy the Obligations on or before the end of the Forbearance Period.
      

    


    2.14.1 On
      or
      before October 31, 2007, Loan Parties shall provide to Bank, in each case
      satisfactory to Bank in its sole judgment, either (i) a proposal letter from
      a
      bona fide, third party financing institution (“Refinancing
      Lender”),
      which
      proposal letter offers to negotiate and close the Refinancing not later than
      the
      end of the Forbearance Period, or (ii) a nonbinding letter of intent from a
      bona
      fide, third party purchaser (“Purchaser”),
      which
      nonbinding letter of intent offers to negotiate and close the Sale not later
      than the end of the Forbearance Period. 

    


    2.14.2 On
      or
      before November 30, 2007, Loan Parties shall provide to Bank, in each case
      satisfactory to Bank in its sole judgment, either (i) if Loan Parties previously
      delivered to Bank a proposal letter from a Refinancing Lender in accordance
      with
Section
      2.14.1,
      a
      commitment letter from such Refinancing Lender, which commitment letter commits
      to negotiate and close the Refinancing not later than the end of the Forbearance
      Period, or (ii) if Loan Parties previously delivered to Bank a nonbinding letter
      of intent from a Purchaser in accordance with Section
      2.14.1,
      a
      purchase agreement from such Purchaser, which purchase agreement sets forth
      the
      terms and conditions on which the Sale will occur not later than the end of
      the
      Forbearance Period; provided, however, that notwithstanding the foregoing,
      if
      due solely to regulatory requirements outside the control of Loan Parties,
      Loan
      Parties cannot consummate such a Sale prior to the end of the Forbearance
      Period, Bank shall extend the Forbearance Period, to a date no later than
      January 31, 2008, until such Sale can be consummated.

    


    2.14.3
       On
      or
      before December 27, 2007, in each case satisfactory to Bank in its sole
      judgment, either (i) if Loan Parties previously delivered to Bank a commitment
      letter from a Refinancing Lender in accordance with Section
      2.14.2,
      the
      Refinancing shall have occurred, or (ii) subject to the proviso in Section
      2.14.2
      above,
      if Loan Parties previously delivered to Bank a purchase agreement from a
      Purchaser in accordance with Section
      2.14.2,
      the
      Sale shall have occurred.

    


    2.14.4 Failure
      of
      Loan Parties to comply with the obligations under this Section
      2.14
      will
      constitute a Forbearance Default. 

    



    
      
         

      

      
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    2.15 Actions
      Regarding Certain Accounts.
      No Loan
      Party shall take any action (i) to settle or adjust any Account that constitutes
      part of the Loan Collateral and which exceeds $50,000 (each a “Subject
      Account”)
      with,
      or on behalf of, the applicable account debtor or (ii) to evidence such Subject
      Account by entering into written settlement agreements, instruments, guaranties,
      letters of credit, security documents, or other agreements with, or on behalf
      of, the applicable account debtor (collectively, the “Subject
      Account Documents”)
      except
      in accordance with this Section
      2.15.
      In the
      event that Loan Parties (or any one of them) desire to take any such action
      with
      respect to a Subject Account, Loan Parties will, at least one Business Day
      prior
      to any such action, (a) notify Bank by electronic mail (with a copy to
      hrkallas@vorys.com) of Loan Parties’ intent to pursue such action and (b)
      deliver to Bank the applicable Subject Account Documents. Bank shall have a
      reasonable opportunity to review and comment upon such Subject Account
      Documents. If Loan Parties elect to pursue such Subject Account Documents,
      Loan
      Parties will deliver to Bank all Subject Account Documents, as executed, and
      promptly execute and deliver to Bank such
      additional instruments, documents, and other agreements, in the form of
      assignments or otherwise, as Bank shall require for the purpose of, among other
      things, assigning to Bank the Subject Account Documents and Loan Parties’ right,
      title and interest therein. Failure
      of
      any Loan Party to comply with the obligations under this Section
      2.15
      will
      constitute a Forbearance Default. Loan Parties represent that it is within the
      Chief Restructuring Officer’s duties to handle the Subject Accounts and Subject
      Account Documents.

    


    2.16 Deposit
      Account.
      Parent
      will use its best efforts to obtain from Bank of America, and will execute
      and
      use its best efforts to cause Bank of America to execute, a deposit account
      control agreement in a form acceptable to Bank, or before October 15, 2007.
      Failure
      of
      Loan Parties to comply with the obligations under this Section
      2.16
      will
      constitute a Forbearance Default. 

    


    2.17 Pledge
      of KFT, Inc.
      On or
      before October 15, 2007, Parent will execute and deliver to Bank an
      amendment to the Pledge Agreement made by Parent to include a pledge of the
      Ownership Interests of KFT, Inc., together with such additional documents,
      instruments and agreements required by Bank in connection therewith;
provided
      that,
      if Loan
      Parties establish to the satisfaction of Bank that such pledge would cause
      contractual event of default under the existing loan documents with Keltic
      Financial Partners, LP, no such pledge shall be required.

    


    3. Representations.
      To
      induce Bank to enter into this Agreement, each Debtor hereby represents and
      warrants to Bank as follows:

    


    3.1 Power
      and Authority.
      Each
      Debtor has full power and authority to enter into, and to perform its or his
      obligations under, this Agreement, and the execution and delivery of, and the
      performance of its or his obligations under and arising out of, this Agreement
      have been duly authorized, as applicable, by all necessary corporate or limited
      liability company action.

    



    
      
         

      

      
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    3.2 Legal,
      Valid and Binding Obligation.
      This
      Agreement constitutes the legal, valid and binding obligations of Debtors
      enforceable in accordance with its terms, except as such enforceability may
      be
      limited by bankruptcy, insolvency, reorganization or similar laws affecting
      creditors’ rights generally.

    


    3.3 Noteholder
      Documents.
      True,
      correct and complete copies of all of the agreements, promissory notes, security
      agreements, guaranties, instruments, and other documents, instruments and
      agreements made by any Debtor in favor of any Noteholder (collectively, the
      “Noteholder
      Documents”)
      are
      attached as Schedule
      IV,
      and,
      except as described on Schedule
      IV,
      there
      are no other instruments, agreements or other documents that evidence any
      Indebtedness for borrowed money owing by any Debtor to any Noteholder. Evidence
      of the approximate amount of Indebtedness owing to any Person (other than Bank
      or Subordinated Creditors) that have Liens on the assets of any Loan Party
      or
      any of the companies whose assets or stock were sold to a Loan Party are set
      forth on Schedule
      V.

    


    4. Conditions
      Precedent to Closing of this Agreement.
      On or
      prior to the time and date that Bank executes this Agreement, and as a condition
      to the effectiveness of this Agreement, each of the following conditions
      precedent shall have been satisfied in the sole judgment of Bank:

    


    4.1 Costs
      and Expenses; Fee.
      Loan
      Parties (i)
      pay or
      reimburse Bank (a) bank fees owing as of the Effective Date pursuant to
Section
      2.2(e)
      of the
      Credit Agreement, (b) reasonable attorneys’ fees and expenses of counsel for
      Bank in an amount requested by Bank, but not in excess of actual amounts
      invoiced to Bank, and (c) reasonable attorneys’ fees hereafter arising and the
      other costs and expenses described in Section
      10
      of this
      Agreement, and (ii) pay
      to
      Bank a forbearance fee in the amount of $50,000, which fee shall be in addition
      to any other fees provided for in the Credit Agreement or other Loan Documents
      and shall be fully earned and nonrefundable when paid. 

    


    4.2 Amended
      and Restated Working Capital Revolving Note; Amended and Restated Overline
      Revolving Note; Amended and Restated LOC Revolving Note; First Amendment to
      Term
      Note; Additional Documents and Deliveries.
      Debtors, as applicable, execute and deliver to Bank or, as applicable, cause
      to
      be executed and delivered to Bank: (a) the Amended and Restated Revolving Credit
      Promissory Note attached hereto as Exhibit
      2.1
      (the
“Amended
      and Restated Working Capital Revolving Note”),
      (b)
      the Amended and Restated Revolving Credit Promissory Note attached hereto as
      Exhibit
      2.2
      (the
“Amended
      and Restated Overline Revolving Note”),
      (c)
      the Amended and Restated Revolving Credit Promissory Note attached hereto as
      Exhibit
      2.3
      (the
“Amended
      and Restated LOC Revolving Note”),
      (d)
      the First Amendment to Term Note attached hereto as Exhibit
      2.8
      (the
“First
      Amendment to Term Note”),
      (e) a
      Certificate Regarding Resolutions for each Borrower and each Corporate Guarantor
      in the forms acceptable to Bank, together with the resolutions set forth
      therein, (f) the
      Reaffirmation of Subordination Agreement attached hereto as Exhibit
      B,
      executed by the Subordinated Creditors, reaffirming, among other things, the
      amount of Indebtedness owing by any Borrower to such Subordinated Creditor
      as of
      the Effective Date, (g) true, complete and correct copies of all Subordinated
      Debt Documents, executed by Loan Parties and the Subordinated Creditors,
      as


    
      
         

      

      
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    applicable,
      which Subordinated Debt Documents evidence, among other things, the reduction
      in
      the principal Indebtedness of the Subordinated Debt and the deferral of certain
      payments on the Subordinated Debt as the holders of the Subordinated Debt
      Documents agreed to effectuate effective May 1, 2007, (h) a joinder agreement
      in
      respect of the Corporate Guaranty and related Security Documents from Resolve
      Partners, (i) an amendment to the Pledge Agreement made by Parent to include
      a
      pledge of the Ownership Interests of Resolve Partners, all in a form acceptable
      to Bank, and
      (j)
      all
      other
      documents, instruments, certificates and agreements deemed necessary or
      desirable by Bank to effect the transactions contemplated by this
      Agreement.

    


    4.3 Legality
      of Transactions.
      No
      change in applicable law shall have occurred as a consequence of which it shall
      have become and continue to be unlawful (a) for Bank to perform any of its
      agreements or obligations under any of the Loan Documents, or (b) for Debtors
      to
      perform any of such Debtor’s agreements or obligations under any of the Loan
      Documents.

    


    4.4 Performance,
      Etc.
      Except
      as set forth herein, Debtors shall have duly and properly performed, complied
      with and observed each of such Debtor’s covenants, agreements and obligations
      contained in each of the Loan Documents. Except for the Existing Defaults,
      no
      event shall have occurred on or prior to the Effective Date, and no condition
      shall exist on the Effective Date, which constitutes a default or an event
      of
      default under any Loan Document.

    


    4.5 Proceedings
      and Documents.
      All
      corporate, governmental and other proceedings in connection with the
      transactions contemplated on the Effective Date, each of the Loan Documents
      and
      all instruments and documents incidental thereto shall be in form and substance
      satisfactory to Bank.

    


    4.6 Changes;
      None Adverse.
      Loan
      Parties acknowledge that financial statements of Loan Parties through June
      30,
      2007 have been delivered to Bank. No changes shall have occurred, other than
      the
      Existing Defaults, in the actual or projected assets, liabilities, financial
      condition, business, operations or prospects of Loan Parties which, individually
      or in the aggregate, are material to Loan Parties, and Bank shall have completed
      such review of the status of all current and pending legal issues as Bank shall
      deem necessary or appropriate.

    


    4.7 Legal
      Opinion.
      Bank
      shall have received a favorable
      opinion of counsel to Loan Parties in form and substance satisfactory to
      Bank.

    


    5. Acknowledgment
      of Existing Defaults; Non-Waiver.
      By
      executing this Agreement, each Debtor acknowledges and agrees that the Existing
      Defaults (a) currently exist and are uncured pursuant to the Loan Documents
      and
      (b) have not been waived by Bank in accordance with the Loan Documents. Each
      Debtor acknowledges that the execution of this Agreement does not constitute
      a
      waiver of the Existing Defaults. Further, each Debtor expressly acknowledges
      that (i) Bank has not made and is not making any commitment for, and that there
      is no understanding, explicit or implicit, relating to, or affecting, financing
      for any time beyond what is expressly provided for in this Agreement or for
      any
      forbearance beyond that set forth in


    
      
         

      

      
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    this
      Agreement and (ii) Bank has made no commitment with respect to, and there is
      no
      understanding explicit or implicit, relating to or affecting the terms of any
      further restructure or workout which may be entered into between the parties,
      including as a result of Bank’s request for the 2008 Projections.

    


    6. Forbearance
      Default.
      As used
      herein, “Forbearance
      Default”
means
      any of the following:

    


    
      	 	
              a)

            	
              Any
                Debtor fails to timely perform or observe any requirement of this
                Agreement or the documents, instruments and agreements executed in
                connection herewith;

            


    

    


    
      	 	
              b)

            	
              An
                Event of Default (other than the Existing Defaults) occurs under
                any Loan
                Document, or any Subordinated Creditor is in breach of the applicable
                Subordination Agreement;

            


    

    


    
      	 	
              c)

            	
              Any
                representation, warranty or covenant made in this Agreement is false,
                misleading or incorrect when made or deemed to be made;
                

            


    

    


    
      	 	
              d)

            	
              Any
                Borrower ceases or interrupts its on-going business
                operations;

            


    

    


    
      	 	
              e)

            	
              Any
                Debtor denies any of such Debtor’s obligations under this Agreement or any
                Loan Document; or

            


    

     

    
      	 	
              f)

            	
              Any
                material adverse change, as determined by Bank in its sole discretion,
                occurs to (i) actual or projected business, property, assets, operations
                or condition, financial or otherwise, of any Debtor or (ii) the
                recoverable value of any of the Loan
                Collateral.

            


    

    


    7. Bankruptcy
      Provisions.
      

    


    7.1 Recovery
      of Assets or Funds.
      To the
      extent any Debtor makes a payment or payments to Bank or Bank receives any
      payment or proceeds of any of the Loan Collateral, which payment(s) or proceeds
      or any part thereof are subsequently voided, invalidated, declared to be
      fraudulent or preferential, set aside or required to be repaid to a trustee,
      receiver or any other party under any bankruptcy act, state or federal law,
      common law or equitable cause, then, to the extent of such payment or proceeds
      received, the Obligations or part thereof intended to be satisfied shall be
      revived and shall continue in full force and effect, as if such payment or
      proceeds had not been received by Bank.

    


    7.2 Bankruptcy
      Filing.
      If any
      Borrower or Corporate Guarantor (each, a “Loan
      Party”)
      files
      or has filed against it a petition in bankruptcy or seeks relief or protection
      under any of the sections or chapters of the United States Bankruptcy Code
      (the
“Code”),
      Bank
      thereupon will have the right (and Loan Parties will interpose no objection
      thereto and each Loan Party hereby waives its rights with respect thereto)
      to
      request and receive any one or more of the


    
      
         

      

      
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    following:
      (i) immediate relief from any automatic stay imposed by Section 362 of the
      Code
      or any stay or other restriction on Bank’s rights under this Agreement, under
      the documents, instruments or agreements referenced in this Agreement, or under
      any of the court’s equitable powers (and, in this regard, such Loan Party hereby
      admits that such Loan Party is unable to adequately protect the interests of
      Bank), (ii) a termination of the exclusive period under Section 1121 of the
      Code, and (iii) a dismissal of the bankruptcy case or proceeding. Nothing in
      this Agreement shall be deemed in any way to limit or restrict any of Bank’s
      rights to seek in a bankruptcy court or any other court of competent
      jurisdiction any relief Bank may deem appropriate in the event that a voluntary
      or involuntary petition under any title of the Code is filed by or against
      any
      Loan Party. The properties which Loan Parties have encumbered and which are
      subject to the Liens of Bank include all cash, cash equivalents, or cash
      collateral, as the term cash collateral is defined in Code Section 363, which
      accrues from such properties or is owned by such Loan Party, and upon the filing
      of any bankruptcy case naming such Loan Party or any successor to such Loan
      Party as debtor, such Loan Party or such successor debtor does not have any
      right to use any such cash, cash equivalents or cash collateral, and no method
      of providing adequate protection for any such use to Bank exists. Each Loan
      Party further acknowledges and agrees that the representations, acknowledgments,
      agreements and warranties in this Agreement have been made by such Loan Party
      as
      a specifically bargained for, material inducement to Bank to enter into this
      Agreement, that Bank is relying on such representations and warranties, has
      changed and will continue to change its position in reliance thereon and that
      Bank would not have entered into this Agreement without such representations,
      acknowledgments, agreements and warranties. 

    


    8. Release;
      Waiver.
      

    


    8.1 Release.
      Each
      Debtor, on such Debtor’s behalf and, as applicable, on behalf of such Debtor’s
      officers, directors, managers, shareholders, heirs, executors, administrators,
      successors and assigns, hereby represents and warrants that such Debtor has
      no
      claims, counterclaims, setoffs, actions or causes of action, damages or
      liabilities of any kind or nature whatsoever, whether in law or in equity,
      in
      contract or in tort, whether now accrued or hereafter maturing (collectively,
      “Claims”)
      against Bank, its direct or indirect parent corporation or any direct or
      indirect affiliates of such parent corporation, or any of the foregoing’s
      respective directors, officers, employees, attorneys and legal representatives,
      or the heirs, administrators, successors or assigns of any of them
      (collectively, “Bank
      Parties”)
      that
      directly or indirectly arise out of, are based upon or are in any manner
      connected with any Prior Related Event. Each Debtor, on such Debtor’s behalf
      and, as applicable, on behalf of such Debtor’s officers, directors, managers,
      shareholders, heirs, executors, administrators, successors and assigns,
      voluntarily releases and forever discharges and indemnifies and holds harmless
      all Bank Parties from any and all Claims and other third-party claims that
      may
      be asserted against the Bank Parties, whether known or unknown, that directly
      or
      indirectly arise out of, are based upon or are in any manner connected with
      any
      Prior Related Event. “Prior
      Related Event”
means
      any transaction, event, circumstance, action, failure to act, occurrence of
      any
      type or sort, whether known or unknown, which occurred, existed, was taken,
      was
      permitted or begun in accordance with, pursuant to or by virtue of any of the
      terms of any Loan Document or this Agreement, or any


    
      
         

      

      
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          18

        
          

        

      

      
         

      

    


    actions,
      transactions or circumstances related hereto or thereto, on or prior to the
      time
      and date that this Agreement was executed by Debtors. 

    


    8.2 Waiver.
      Each
      Debtor hereby waives (i) any and all rights under any theory of marshaling
      or
      ordering of the disposition of collateral; (ii) any claim that Bank has impaired
      any subrogation rights of any Debtor against any other obligor or indorser
      of
      the Obligations; (iii) any claim that any Debtor’s obligations under this
      Agreement or any of the other Loan Documents are released, discharged, affected,
      modified or impaired by any event except payment in full of the Obligations;
      and
      (iv) any claim against Bank on any theory of liability for consequential,
      special, indirect or punitive damages. Bank may apply any and all proceeds
      of
      the Loan Collateral to the Obligations in any order or method elected by Bank
      in
      its discretion, and Bank will not be obligated to sell or otherwise dispose
      of
      any of the Loan Collateral in any particular order or by any particular
      method.

    


    9. No
      Sale of Assets.
      Without
      the consent of Bank, no
      Loan
      Party will sell, lease, license, or otherwise dispose of or transfer, whether
      by
      sale, merger, consolidation, liquidation, dissolution, or otherwise, any of
      its
      assets, other than inventory sold in the ordinary course of business and for
      fair value.

    


    10. Fees
      and Expenses.
      All
      out-of-pocket expenses of Bank incurred in connection with Bank’s response to
      the Existing Defaults or otherwise incurred in the negotiation, preparation
      and
      execution of this Agreement and related documents, instruments and agreements,
      and in the on-going monitoring of the performance of Loan Parties or the Loan
      Collateral (including, but not limited to, reasonable attorneys’ fees, the
      expense of auditors, consultants, accountants, appraisers, surveyors,
      environmental firms, and title insurance companies, whether retained by Bank
      or
      by counsel to Bank, and UCC and other lien search costs) shall be paid by Loan
      Parties, shall become a part of the Obligations and shall be secured by all
      of
      the Loan Collateral. Such expenses include, but are not limited to, reasonable
      attorneys’ fees, reasonable fees for accountants, consultants, internal and
      external auditors, and travel and related expenses for employees or
      representatives of Bank. Nothing in this section shall limit the liability
      of
      any Debtor for such continuing fees and expenses as are authorized under any
      of
      the Loan Documents.

    


    11. Reaffirmation
      of Cross-Guaranties. Each
      Borrower hereby: (i) ratifies and reaffirms its Cross-Guaranty and (ii)
      acknowledges and agrees that no Borrower is released from its obligations under
      its respective Cross-Guaranty by reason of this Agreement or the other Loan
      Documents and that the obligations of each Borrower under its respective
      Cross-Guaranty extend, among other Obligations of Borrowers to Bank, to the
      Obligations of Borrowers under this Agreement and the other Loan Documents
      being
      amended in connection herewith. 

    


    12. Reaffirmation
      of Guaranties.
      Each
      of
      the Corporate Guarantors and the Individual Guarantor hereby: (i) ratifies
      and
      reaffirms its or his Guaranty and (ii) acknowledges and agrees that no Guarantor
      is released from its or his obligations under such Guaranty by reason of this
      Agreement or the other Loan Documents and that the obligations of each Guarantor
      under its or his respective Guaranty extend, among other Obligations of
      Borrowers to


    
      
         

      

      
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          19

        
          

        

      

      
         

      

    


    Bank,
      to
      the Obligations of Borrowers under this Agreement and the other Loan Documents
      being amended in connection herewith. Without limiting the generality of the
      foregoing, each of the Corporate Guarantors and the Individual Guarantor
      acknowledges and agrees that all references in any Guaranty to the Credit
      Agreement or the other Loan Documents shall be deemed to be references to the
      Credit Agreement or such other Loan Document, as amended by, or amended and
      restated in connection with, this Agreement.

    


    13. Miscellaneous.
      This
      Agreement sets forth the entire agreement of the parties with respect to the
      subject matter of this Agreement and supersedes all previous understandings,
      written or oral, in respect of this Agreement. This Agreement may be signed
      by
      facsimile signatures or other electronic delivery of an image file reflecting
      the execution hereof, and if so signed, (a) may be relied on by each party
      as if
      the document were a manually signed original and (b) will be binding on each
      party for all purposes. This Agreement shall be binding upon and shall inure
      to
      the benefit of the parties hereto and their respective successors and assigns.
      This Agreement may be executed in multiple counterparts, each of which shall
      constitute an original, but all which together shall constitute one and the
      same
      agreement. If any term of this Agreement is found invalid under Ohio law or
      laws
      of mandatory application by a court of competent jurisdiction, the invalid
      term
      will be considered excluded from this Agreement and will not invalidate the
      remaining terms of this Agreement. At no time shall the prior or subsequent
      course of conduct by any Debtor or Bank directly or indirectly limit, impair
      or
      otherwise adversely affect any of the parties’ rights or remedies in connection
      with this Agreement or any of the documents, instruments and agreements executed
      in connection herewith, as Bank and Debtors agree that this Agreement and the
      documents, instruments and agreements executed in connection herewith shall
      only
      be amended by written instruments executed by Bank and Debtors. This Agreement
      is made and entered into for the protection and benefit of Bank and Debtors
      and
      their permitted successors and assigns, and no other person, association,
      authority or entity shall be a direct or indirect beneficiary of or have any
      direct or indirect cause of action or claim in connection with this
      Agreement.

    


    14. Notices.
      Any
      notice required, permitted or contemplated hereunder shall be in accordance
      with
      the applicable “Notices” provision in the Credit Agreement, Corporate Guaranty,
      or Individual Guaranty, as applicable.

    


    15. Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by the domestic laws of the State of Ohio. Each
      Debtor agrees that the state and federal courts in Hamilton County, Ohio, or
      any
      other court in which Bank initiates proceedings, have exclusive jurisdiction
      over all matters arising out of this Agreement and the other Loan Documents,
      WITHOUT LIMITATION ON THE ABILITY OF BANK, ITS SUCCESSORS AND ASSIGNS, TO
      INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO THE
      REPAYMENT AND COLLECTION OF THE OBLIGATIONS AND THE EXERCISE OF ALL OF BANK’S
      RIGHTS AGAINST DEBTORS WITH RESPECT THERETO AND ANY SECURITY OR PROPERTY OF
      DEBTORS, INCLUDING DISPOSITIONS OF THE LOAN COLLATERAL, and that service of
      process in any such proceeding shall be effective if mailed to Debtors in
      accordance with Section
      14
      of this
      Agreement. BANK AND DEBTORS HEREBY WAIVE THE RIGHT TO TRIAL BY
      JURY


    
      
         

      

      
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          20

        
          

        

      

      
         

      

    


    OF
      ANY
      MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
      OR
      ANY OF THE OTHER LOAN DOCUMENTS.

    


    16. Warrant
      of Attorney.
      Each
      Debtor authorizes any attorney of record to appear for it or him in any court
      of
      record in the State of Ohio, after maturity of the Obligations, whether by
      the
      terms of this Agreement, the other Loan Documents or any other agreement or
      instrument evidencing or governing the terms thereof, or upon default,
      acceleration or otherwise, to waive the issuance and service of process, and
      release all errors, and to confess judgment against it or him in favor of Bank
      for the amount of the Obligations due Bank together with interest, charges,
      court costs and reasonable attorneys’ fees. Stay of execution and all exemptions
      are hereby waived. If this Agreement, the other Loan Documents or any Obligation
      is referred to an attorney for collection, Debtors shall pay to Bank or the
      then
      holder of the Obligations its reasonable attorneys’ fees. DEBTORS AGREE THAT AN
      ATTORNEY WHO IS COUNSEL TO BANK OR ANY OTHER HOLDER OF SUCH OBLIGATION MAY
      ALSO
      ACT AS ATTORNEY OF RECORD FOR DEBTORS WHEN TAKING THE ACTIONS DESCRIBED ABOVE
      IN
      THIS PARAGRAPH. DEBTORS AGREE ANY ATTORNEY TAKING SUCH ACTIONS MAY BE PAID
      FOR
      THOSE SERVICES BY BANK OR THE HOLDER OF SUCH OBLIGATION. DEBTORS WAIVE ANY
      CONFLICT OF INTEREST THAT MAY BE CREATED BECAUSE THE ATTORNEY REPRESENTING
      DEBTORS IS BEING PAID BY BANK OR THE HOLDER OF SUCH OBLIGATION. 

    


    17. Counsel.
      Each
      Debtor has consulted with counsel and relied upon counsel’s advice in connection
      with the negotiation and execution of this Agreement.

    


    18. Documentary
      Stamp Taxes. THIS
      AGREEMENT HAS BEEN EXECUTED AND DELIVERED OUTSIDE THE STATE OF FLORIDA AND
      NO
      FLORIDA DOCUMENTARY STAMP TAXES ARE DUE.

    


    [Signature
      Pages Follow]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, Bank and Debtors have executed this Agreement to be effective
      as of the Effective Date. 

    


    Borrowers:

    


    
      	
               

              WARNING
                - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
                TRIAL.
                IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
                WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED
                TO
                COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
                CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS
                PART TO
                COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

               

            


    

    


    RESOLVE
      STAFFING, INC.   EMPLOYEE
      LEASING SERVICES,
      INC.

    


    By:       By:      

    Ronald
      E.
      Heineman, President          
Ronald
      E.
      Heineman, President

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      PERSONNEL SERVICES, LLC  
FIVE
      STAR STAFFING, INC.

    


    By: Resolve
      Staffing, Inc., Sole Member

    


    By:       By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    


    



    
      
         

      

      
        Page
          -
          21

        
          

        

      

      
         

      

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    FIVE
      STAR STAFFING (NEW AMERICAN
      STAFFINGYORK),
      INC.  
 RESOURCE,
      LTD.

     

    By: Resolve
      Staffing, Inc., Sole Member

    


    By:                           
 By:      

    Ronald
      E.
      Heineman, President                              
       Ronald
      E.
      Heineman, President

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    STEVE’S
      STAFFING, LLC   ELS
      HUMAN RESOURCE SOLUTIONS,
      INC.

     

    By: Resolve
      Staffing, Inc., Sole Member

    


    By:       By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    


    


    


    


    


    


    



    
      
        
          


        

         

      

      
        Page
          -
          22

        
          

        

      

      
         

        
        

      

    



    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      OUTSOURCE SERVICES, INC.  ELS
      ADVANTAGE, INC.

    


    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      EMPLOYER SERVICES, INC.

    


    


    By:       

    Ronald
      E.
      Heineman, President

    


    


    


    



    
      
        
          


        

         

      

      
        Page
          -
          23

        
          

        

      

      
         

        
        

      

    



     

     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      PAYROLL SOLUTIONS, INC.  ELS
      HR SOLUTIONS, INC.

     

    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    PREMIER
      HR SERVICES, INC.   ELS
      HUMAN RESOURCES, INC.

     

    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    


     


    
      
        
          


        

         

      

      
        Page
          -
          24

        
          

        

      

      
         

        
        

      

    



    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    FOXSTAR,
      INC.     MANDALAY
      SERVICES, INC.

     

    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    INTEGRATED
      PAYROLL SOLUTIONS, INC.    ELS,
      INC.

     

    


    By:        By:      

    Ronald
      E.
      Heineman, President             Ronald
      E.
      Heineman, President

     

    



    
      
        
          


        

         

      

      
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          -
          25

        
          

        

      

      
         

        
        

      

    



    Corporate
      Guarantors:

    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      PERSONNEL SERVICES, INC.  ROCKMOR
      GROUP, INC. 

    


    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    LUXOR
      SOLUTIONS, INC.   STREAMLINE
      MANAGEMENT, INC.

    


    


    By:      By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    



    
      
        
          


        

         

      

      
        Page
          -
          26

        
          

        

      

      
         

        
        

      

    



    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    RIO
      SERVICES, INC.    IMPERIAL
      HUMAN RESOURCES,
      INC.      

     

    By:      By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    ELS
      PAYROLL MANAGERS, INC.  ELS
      HR, INC.

    


    


    By:      By:      

    Ronald
      E.
      Heineman, President     Ronald
      E.
      Heineman, President

    


    



    
      
        
          


        

         

      

      
        Page
          -
          27

        
          

        

      

      
         

        
        

      

    



    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    DIVERSIFIED
      SUPPORT SYSTEMS, LLC     ELS
      TEMPORARY SOLUTIONS, INC.

    


    By: Resolve
      Staffing, Inc., Sole Member

    


    By:       By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    


    


    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    FIDELITY
      CAPITAL, INC.   POWER
      PERSONNEL LLC  

     

    By: Resolve
      Staffing, Inc., Sole Member

    


    By:      By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

    



    
      
        
          


        

         

      

      
        Page
          -
          28

        
          

        

      

      
         

        
        

      

    



    


     

    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

     

    


    RESOLVE
      HR SOLUTIONS, INC.  ALLSTAFF,
      INC.

     

    


    By:      By:      

    Ronald
      E.
      Heineman, President         Ronald
      E.
      Heineman, President

     

    


    Individual
      Guarantor:

    


    


    WARNING
      - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
      YOU
      DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
      KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS
      OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS,
      FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE CREDIT AGREEMENT, OR ANY
      OTHER CAUSE.

    


    


    


     

    RONALD
      E. HEINEMAN 

    


    


    Accepted
      at Cincinnati, Ohio

    as
      of the
      Effective Date.

    


    
      	
              FIFTH
                THIRD BANK

            
	 
	 
	
              By:      

            
	
              Thomas
                J. Fischer, Vice President

            


    


    
      
        
          


        

         

      

      
        Page
          -
          29

        
          

        

      

      
         

        
        

      

    



    Exhibit
      A

    


    (Cash
      Flow Budget)

    


    


    See
      attached.

    


    



    
      
        
          


        

         

      

      
        Page
          -
          30

        
          

        

      

      
         

        
        

      

    



    Exhibit
      B

    


    (Reaffirmation
      of Subordination Agreement)

    


    See
      attached.

    


    



    
      
        
          


        

         

      

      
        Page
          -
          31

        
          

        

      

      
         

        
        

      

    



    REAFFIRMATION
      OF SUBORDINATION AGREEMENT

    


    


    In
      satisfaction of the condition set forth in the
      above
      Forbearance and Reaffirmation Agreement (the “Agreement”),
      each
      of the undersigned (each, a “Junior
      Lender”),
      hereby: (i) ratifies and reaffirms his, her or its Subordination Agreement
      dated
      as of March 30, 2007 (each, a “Subordination
      Agreement”)
      between such Junior Lender and Fifth Third Bank, an Ohio banking corporation
      (“Fifth
      Third”),
      (ii)
      reaffirms the subordination of his, her or its right of payment under the
      applicable Junior Debt Documents to the prior payment in full of all Fifth
      Third
      Debt, (iii) acknowledges and agrees that no Junior Lender is released from
      his,
      her or its obligations and agreements under the respective Subordination
      Agreement by reason of the Agreement or the transactions contemplated thereby
      and that each Junior Lender’s obligations under his, her or its respective
      Subordination Agreement extend, among other Obligations (as defined in the
      Fifth
      Third Loan Agreement) to the Fifth Third Loan Agreement and the other Fifth
      Third Documents as amended by, or amended and restated in connection with,
      the
      Agreement, and (iv) as
      a
      result of the continuance of the Existing Defaults (a) a payment blockage has
      been instituted and (b) otherwise Permitted Payments (as defined in each of
      the
      applicable Subordination Agreements) are no longer permitted to be
      made.
      Each
      Junior Lender acknowledges receipt of an executed copy of the Agreement. All
      references in the Subordination Agreements to the Fifth Third Loan Agreement
      shall be deemed to be references to the Fifth Third Loan Agreement as amended
      by
      the Agreement. 

    


    Notwithstanding
      anything to the contrary in the applicable Subordination Agreement or Junior
      Debt Documents, each Junior Lender, as applicable, hereby acknowledges and
      agrees that, as of the Effective Date (as defined in the Agreement), (i)
Annex
      I
      attached
      hereto and made a part hereof accurately sets forth all of the Junior Debt
      made
      by any Borrower in favor of such Junior Lender and (ii) except as described
      on
Annex
      I,
      there
      are no instruments or documents that evidence any Indebtedness for borrowed
      money owing by any Borrower to such Junior Lender.

    


    This
      Reaffirmation of Subordination Agreement shall not be construed, by implication
      or otherwise, as imposing any requirement that Fifth Third notify or seek the
      consent of any Junior Lender relative to any past or future extension of credit,
      or modification, extension or other action with respect thereto, in order for
      any such extension of credit or modification, extension or other action with
      respect thereto to be subject to the Subordination Agreements, it being
      expressly acknowledged and reaffirmed that each Junior Lender has under his,
      her
      or its Subordination Agreement consented, among others things, to modifications,
      extensions and other actions with respect thereto without any notice thereof
      or
      further consent thereto. This Reaffirmation of Subordination Agreement may
      be
      executed in multiple counterparts, each of which shall be an original but all
      of
      which together shall constitute one and the same instrument. This Reaffirmation
      of Subordination Agreement may be signed by facsimile signatures or other
      electronic delivery of an image file reflecting the execution hereof, and if
      so
      signed, (i) may be relied on by each party and Fifth Third as if this
      Reaffirmation of Subordination Agreement were a manually signed original and
      (ii) will be binding on each party for all purposes. All capitalized terms
      used
      in this Reaffirmation of Subordination Agreement and not otherwise defined
      herein shall have the meanings ascribed thereto in the applicable Subordination
      Agreement.


    
      
         

      

      
        Page
          -
          32

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each
      Junior Lender has executed this Reaffirmation of Subordination Agreement as
      of
      the Effective Date (as defined in the Agreement). 

    


    


    


     

    RONALD
      E. HEINEMAN,
      individually  BARBARA
      L. HEINEMAN,
      individually

    


    


    


            

    RONALD
      E. HEINEMAN,
      as
“Agent”  BARBARA
      L. HEINEMAN,
      Trustee
      of 

    for
      himself and the “Secured Parties” under   The
      Barbara L. Heineman Year 2002

    (a)
      Security Agreement dated October 1, 2006 Revocable
      Trust dated August 16, 2002

    by
      and
      among ELS Human Resource Solutions, Inc.
      and
      Resolve Staffing, Inc. and certain of 

    their
      subsidiaries, Ronald E. Heineman, The Barbara
      L. Heineman Year 2002 Revocable 

    Trust
      dated August 16, 2002, Barbara L.  Heineman,
      Trustee, or successor and William 

    J.
      Walton
      and (b) Pledge Agreement dated October
      1, 2006 by and among Resolve

    Staffing,
      Inc., ELS Human Resource Solutions, Inc.
      and
      certain of their subsidiaries, Ronald E.

    Heineman,
      The Barbara L. Heineman Year 2002 Revocable
      Trust dated August 16, 2002, Barbara

    L.
      Heineman, Trustee, or successor and William J.
      Walton

    


    


    



    
      
        
          


        

         

      

      
        Page
          -
          33

        
          

        

      

      
         

        
        

      

    



    


    IN
      WITNESS WHEREOF,
      each
      Junior Lender has executed this Reaffirmation of Subordination Agreement as
      of
      the Effective Date (as defined in the Agreement). 

    


    


    


    


     

    WILLIAM
      J. WALTON

    


    


    


    STATE
      OF
      FLORIDA )

    )
      ss:

    COUNTY
      OF
      ___________ )

    


    The
      foregoing instrument was acknowledged before me this _____ day of September,
      2007 by William J. Walton.

    


    


     

    Notary
      Public

    My
      Commission Expires:    

    


    


    



    
      
        
          


        

         

      

      
        Page
          -
          34

        
          

        

      

      
         

        
        

      

    



    Annex
      I

    


    (List
      of
      Existing Junior Debt)

    


    


    
      	
              1.

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $5,000,000 payable by ELS Human Resource Solutions, Inc. to The Barbara
                L.
                Heineman Year 2002 Revocable Trust dated August 16, 2002, Barbara
                L.
                Heineman, Trustee, or successor.

            


    

    


    
      	
              2.

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $339,153 payable by Resolve Staffing, Inc. to Ronald E.
                Heineman.

            


    

    


    
      	
              3.

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $23,078 payable by Resolve Staffing, Inc. to Ronald E.
                Heineman.

            


    

    


    
      	
              4.

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $91,107 payable by Resolve Staffing, Inc. to Ronald E.
                Heineman.

            


    

    


    
      	
              5.

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $105,000 payable by Resolve Staffing, Inc. to William J.
                Walton.

            


    

    


    
      	
              6.
                

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $5,000,000 payable by ELS Human Resource Solutions, Inc. to William
                J.
                Walton.

            


    

    


    
      	
              7.
                

            	
              Amended
                and Restated Promissory Note dated as of May 1, 2007, in the amount
                of
                $534,537 payable by Resolve Staffing, Inc. to William J.
                Walton.

            


    

    


    
      	
              8.

            	
              Guaranty
                dated as of October 1, 2006 given by Resolve Staffing, Inc. to secure
                obligations of Resolve Staffing, Inc. and ELS Human Resource Solutions,
                Inc. owed to Ronald E. Heineman, The Barbara L. Heineman Year 2002
                Revocable Trust dated August 16, 2002, Barbara L. Heineman, Trustee,
                or
                successor, and William J. Walton.

            


    

    


    


    


    



    
      
        
          


        

         

      

      
        Page
          -
          35

        
          

        

      

      
         

        
        

      

    



    SCHEDULE
      I

    


    (Breached
      Representations, Warranties and Covenants)

    


    Events
      of
      Default arising from violations the breached representations, warranties and
      covenants in Sections 3.8, 3.9, 3.10, 4.6, and 4.9 of the Credit Agreement
      occurring prior to the Effective Date.


    
      
         

      

      
        Page
          -
          36

        
          

        

      

      
         

      

    


    


    SCHEDULE
      II

    


    (Exceptions
      to Representations, Warranties and Covenants)

    


    See
      attached.


    
      
         

      

      
        Page
          -
          37

        
          

        

      

      
         

      

    


    SCHEDULE
      III

    


    (Federal
      Tax Claims and State of Ohio Claims)

    



    
      
         

      

      
        Page
          -
          38

        
          

        

      

      
         

      

    


    


    SCHEDULE
      IV

    


    (Noteholder
      Documents)

    


    See
      attached.


    
      
         

      

      
        Page
          -
          39

        
          

        

      

      
         

      

    


    SCHEDULE
      V

    


    (Indebtedness,
      etc.)

    


    


    


    


    


    



    
      
         

      

      
        Page
          -
          40

        
          

        

      

      
         

      

    


    Exhibit
      2.1

    


    (Amended
      and Restated Working Capital Revolving Note)

    


    See
      attached.


    
      
        
          


        

         

      

      
        Page
          -
          41

        
          

        

      

      
         

        
        

      

    



    Exhibit
      2.2

    


    (Amended
      and Restated Overline Revolving Note)

    


    See
      attached.


    
      
        
          


        

         

      

      
        Page
          -
          42

        
          

        

      

      
         

        
        

      

    



    Exhibit
      2.3

    


    (Amended
      and Restated LOC Revolving Note)

    


    See
      attached.

    



    
      
        
          


        

         

      

      
        Page
          -
          43

        
          

        

      

      
         

        
        

      

    



    Exhibit
      2.8

    


    (First
      Amendment to Term Note)

    


    See
      attached.

    


    



    
      
         

      

      
        Page
          -
          44

        
          

        

      

      
         

      

    


    Exhibit
      4.3(d)

    


    (Compliance
      Certificate)

    


    See
      attached.