ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

By and Among

GLOBAL EMPLOYMENT HOLDINGS, INC.

CAREER BLAZERS PERSONNEL SERVICES, INC.

CAREER BLAZERS CONTINGENCY PROFESSIONALS, INC.

CAREER BLAZERS PERSONNEL SERVICES OF WASHINGTON, D.C., INC.

AND

CAPESUCCESS LLC

Dated as of December 29, 2006

Execution

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this " Agreement ") is dated as of December 29, 2006, by and among Global Employment Holdings, Inc., a Delaware corporation (the " Buyer "), Career Blazers Personnel Services, Inc., a New York corporation, Career Blazers Contingency Professionals, Inc., a New York corporation, and Career Blazers Personnel Services of Washington, D.C., Inc., a District of Columbia corporation (each of such corporations, a " Seller Constituent "; collectively, the " Seller "), and CapeSuccess LLC, a Delaware limited liability company (the " Seller Parent "). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 1.

RECITAL:

     WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, substantially all of the property, assets and Business (as defined herein) of the Seller, and to assume certain obligations and liabilities of the Seller as specifically set forth herein, all upon terms and subject to the conditions hereinafter set forth in this Agreement.

AGREEMENT:

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Buyer and the Seller agree as follows:

     1.  CERTAIN DEFINITIONS . As used herein the following terms not otherwise defined have the following respective meanings:

     " 2006 Unused Sick/Vacation Payments " shall mean any payment owed by Seller to any Employee for unused sick or vacation time for the year 2006.

     " Accounts Receivable " shall mean (a) all trade accounts receivable and other rights to payment from customers of the Seller and the full benefit of all security for such accounts or rights to payment, including all accounts receivable representing amounts receivable in respect of products sold or services rendered to customers of the Seller, (b) all other accounts or notes receivable of the Seller, and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

     " Adverse Consequences " shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

     " Affiliate " shall mean as applied to any specified Person, any other Person, directly or indirectly, controlling, controlled by or under common control with such specified Person.

     " Assets " shall mean, with respect to any Person, such Person’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description.

     " Assumed Liabilities " shall have the meaning as set forth below in Section 2.3.

     " Basis " shall mean any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

     " Best Efforts " shall mean the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible; provided; however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the transactions contemplated hereby or to dispose of or make any change to its business, expend any material funds or incur any other material burden.

     " Business " shall mean the business, Assets, properties, rights and operations of the Seller, whether or not reflected on the Books and Records of the Seller, that are primarily used in, or primarily pertain to or relate to, the provision of temporary and permanent employment staffing and contingency services.

     " Change of Control Bonus " shall mean any bonus payable to any Employee by Seller as a result of the consummation of the transactions contemplated under this Agreement.

     " Code " shall mean the Internal Revenue Code of 1986, as amended.

     " Confidential Information " shall mean any information relating to either Party, including, without limitation, information relating to products, services, research, markets, developments, inventions, designs and finances, and whether in tangible, intangible, electronic or other form, which is made available to the other party in connection with the transactions contemplated by this Agreement.

     " Contingency Employees " shall mean employees of the Seller who are employed by the Seller as part of its contingency services.

     " Deposit Amount " has the meaning as set forth below in Section 2.5

     " Deposit Escrow Agent " has the meaning as set forth below in Section 2.6.

     " Deposit Escrow Agreement " has the meaning as set forth below in Section 2.6.

     " Effective Time " means the time at which the Closing is consummated.

     " Employee Plans " shall mean all "employee benefit plans" as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other employee benefit plan, policy, or practice (whether qualified or

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nonqualified), that (i) is maintained or contributed to by the Seller or with respect to which the Seller has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable, to any current or former director, officer or employee of the Seller or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof.

     " Employees " shall mean all Staff Employees, Contingency Employees and Temporary Employees of the Seller.

     " Employment Taxes " means payroll, employment, employee’s income withholding, foreign or domestic withholding, social security, unemployment taxes, fee, assessment, levy, tariff charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any governmental body or payable under any Tax sharing arrangement or other contract .

     " Encumbrance " shall mean any claim, lien, pledge, option, charge, easement, security interest, right of way, encroachment, reservation, restriction, encumbrance, or other right of any Person, or any other restriction or limitation of any nature whatsoever.

     " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended.

     " Escrow Agreements " shall mean the Deposit Escrow Agreement and the Indemnity Escrow Agreement.

     " Excluded Assets " shall have the meaning as set forth below in Section 2.2.

     " Excluded Liabilities " shall have the meaning as set forth below in Section 2.4.

     " Final Net Working Capital " shall have the meaning set forth below in Section 2.9(a).

     " Financial Statements " shall have the meaning as set forth below in Section 4.7.

     " GAAP " shall mean generally accepted accounting principles for financial reporting in the United States applied on a basis consistent with the basis on which the Financial Statements were prepared.

     " Hired Employees " shall have the meaning as set forth below in Section 3.3(a).

     " Indemnity Escrow Agent " has the meaning as set forth below in Section 2.6.

     " Indemnity Escrow Agreement " has the meaning as set forth below in Section 2.6.

     " Indemnity Escrow Amount " has the meaning as set forth below in Section 2.6.

     " IRS " shall mean the United States Internal Revenue Service.

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     " Knowledge " shall mean with respect to the Seller the actual knowledge of Caress Kennedy or Michael Roth after reasonable investigation. With respect to any other Person, "Knowledge" shall mean the actual knowledge, after reasonable investigation, of such individual, or of the senior management of such entity who were primarily responsible for the matter in question.

     " Largest Customer " shall mean the largest customer of the Seller in terms of revenue as previously identified and agreed upon by the Seller and the Buyer.

     " Largest Customer Contract " shall mean the existing contract by and between the Seller and the Largest Customer.

     " Largest Customer Earnout Payment " shall have the meaning as set forth below in Section 2.6.

     " Liability " shall mean with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

     " Most Recent Financial Statements " shall have the meaning set forth below in Section 4.7.

     " Net Working Capital " means (a) the amount of the consolidated current assets of the Seller included in the Transferred Assets, minus (b) the amount of the consolidated current liabilities of the Seller included in the Assumed Liabilities, all as determined in accordance with GAAP. The calculation of Net Working Capital shall be made in a manner consistent with the treatment of the items listed on Exhibit C.

     " Net Working Capital Target " shall mean eight hundred eighty five thousand dollars ($885,000).

     " Net Working Capital Deficiency " shall have the meaning set forth below in Section 2.9(d).

     " Net Working Capital Excess " shall have the meaning set forth below in Section 2.9(d).

     " Ordinary Course of Business " shall mean an action taken by a Person only if that action: (i) is consistent with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors or shareholders of such Person (or by any Person or similar or group of Persons exercising similar authority); and (iii) such action does not involve an Affiliate of that Person.

     " Party " shall mean the Buyer or the Seller.

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     " Performance Bonuses " shall mean any bonus payable to any Employees based on the overall performance of the Business or any segment thereof, including the performance bonus payable to Caress Kennedy for the year 2006.

     " Permitted Encumbrance " shall mean as applied to any Asset, any Encumbrance described in Schedule 1 .

     " Permits " shall mean the licenses and permits of the Seller, including all renewals thereof.

     " Person " shall mean any natural person, corporation, limited liability company, partnership, organization, trust, firm, joint venture, joint-stock company, association, unincorporated entity, or organization or entity of any kind.

     " Personal Property Leases " shall mean leases of personal property.

     " Proceeding " shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any governmental agency or court or similar body or arbitrator.

     " Purchase Price Adjustment Statement " shall have the meaning set forth in Section 2.9(d).

     " Real Estate Leases " shall mean the real estate leases described in Schedule 2.1(a).

     " Real Property " shall mean the building, plants and other structures or improvements thereon relating to the properties described in the Real Estate Leases, and, to the extent covered by the Real Estate Leases, any and all fixtures, machinery, installations, equipment and other property attached thereto or located thereon.

     " Restrictive Agreements " shall mean all agreements to which the Seller or its Affiliates are a party which restrict or otherwise place limitations on employees or former employees of the Seller and its ability to engage in certain activities related to the Business, including but not limited to (i) the employee’s (or former employee’s) solicitation of any customer or employee of the Seller and (ii) the employee’s (or former employee’s) ability to own any interest in, manage, control, finance, invest in, consult with, render services for a Person from whom such the employee (or former Employee) is restricted pursuant to the terms of such agreements.

     " Security Interest " shall mean any mortgage, pledge, lien, Encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for Taxes not yet due and payable (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

     " Staff Employees " shall mean non-temporary employees of the Seller which are not Contingency Employees.

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     " Subsidiary " shall mean as applied to any specified Person, any other Person of which such specified Person shall at the time own, directly or indirectly, through a Subsidiary or otherwise, at least a majority of the outstanding capital stock (or other beneficial interests) entitled to vote generally.

     " Tax " or " Taxes " shall mean any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any governmental body or payable under any tax sharing arrangement or other contract and any obligation to indemnify, assume or succeed to a Tax Liability of any other Person.

     " Tax Return " shall mean any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any governmental body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any applicable law relating to any Tax.

     " Temporary Employee " shall mean an employee of the Seller other than a Staff Employee or a Contingency Employee.

     " Transferred Assets " shall have the meaning as set forth below in Section 2.1.

     2. SALE AND PURCHASE

     2.1 Agreement to Purchase and Sell Assets . Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to the Buyer, and the Buyer agrees to purchase, acquire and take assignment and delivery from the Seller, at the Closing (as hereinafter defined in Section 3.1), all of the Seller’s rights, title and interest in and to all of the Seller’s Assets, wherever located, used or held for use in the Business as of the Effective Time, free and clear of all Encumbrances other than the Permitted Encumbrances, including without limitation the following (but excluding the Excluded Assets as hereinafter defined in Section 2.2) (the " Transferred Assets "):

          (a) the Real Estate Leases described on Schedule 2.1(a) .

          (b) any and all, fixtures, machinery, equipment, furniture, tools, spare parts, supplies, materials and other tangible personal property, usually located on or at, or used in conjunction with the Business (wherever located and whether or not carried on the Seller’s Books and Records), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component thereof, to the extent transferable without notice to,

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or consent from, any third party and all maintenance records and other documents relating thereto (collectively, the " Equipment ");

          (c) the Personal Property Leases to which the Seller is a party;

          (d) all contracts and agreements for the purchase or sale of goods, materials and/or services and all other contracts, commitments and agreements of the Seller entered into in the Ordinary Course of Business prior to the Effective Time;

          (e) the Permits, in each case to the extent transferable to the Buyer;

          (f) the intangible property of any nature owned by the Seller or in which the Seller has any interest, and including, without limitation, all goodwill relating to, arising from or used in connection with the Business, all copyrights and logos, customer lists, supplier lists, telephone and telecopy numbers, domain names, trade secrets, patents, trademarks, candidate lists, software, databases, websites, URLs, service marks and trade names (and the goodwill connected with the use of any of the foregoing) (the " Intangibles ");

          (g) all books, records, files, plans, blueprints, drawings, designs, specifications, credit information, business records and plans, personnel records, studies, surveys, reports, correspondence, sales and promotional literature and other selling material, computer software and related documentation, databases and other data used or held for use in connection with or relating to the Business (" Books and Records "), other than any such Books and Records embodying or pertaining to any Excluded Asset or Excluded Liability;

          (h) claims against third parties whether choate or inchoate, known or unknown, contingent or non-contingent, including insurance claims for casualty losses, related to events occurring prior to the Effective Time, including but not limited to those set forth on Schedule 2.1(h) ;

          (i) all insurance benefits, including rights, proceeds and settlements arising from or relating to the Transferred Assets or the Assumed Liabilities and any occurrence of events, actions or omissions related thereto prior to the Effective Time, including but not limited to those set forth on Schedule 2.1(i) ;

          (j) all rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof;

          (k) all rights relating to claims for rebates or refunds or credits of Employment Taxes;

          (l) Accounts Receivable;

          (m) account balances remaining in Seller’s operating account pursuant to Section 8.1; and

          (n) all notes receivable shown on the Most Recent Financial Statements.

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     2.2 Excluded Assets . Notwithstanding anything set forth herein to the contrary, the Transferred Assets shall not include the following and such shall remain the property of and responsibility of the Seller following the Closing (collectively, the " Excluded Assets "):

          (a) the Seller’s rights under this Agreement, including all proceeds paid or payable to the Seller in connection with this Agreement;

          (b) any cash of the Seller on hand or in banks as of the Effective Time except account balances remaining in Seller’s operating account pursuant to Section 7;

          (c) the corporate minute books and stock records of the Seller;

          (d) any of the Seller’s right to Tax rebates or refunds, or similar refunds, credits or rebates in respect of periods prior to the Effective Time other than those related to Employment Taxes;

          (e) all causes of action to the extent relating to the Excluded Assets or Excluded Liabilities;

          (f) all Employee Plans of the Seller or covering any of the Employees to the extent such Employee Plans represent an asset of the Seller;

          (g) the Sellers’ Assets, rights and ownership interests listed on Schedule 2.2(g);

          (h) any Books and Records embodying or pertaining to the Excluded Assets;

          (i) any Real Estate Leases other than those listed on Schedule 2.1(a);

          (j) all the outstanding stock of Career Blazers Management Company, Inc., a New York corporation, Career Blazers Service Company, Inc., a Delaware corporation, Career Blazers Consulting Services, Inc., a New York corporation, Career Blazers New York, Inc., a New York corporation, Career Blazers Learning Center of Los Angeles, Inc., a California corporation; or

          (k) all insurance policies of the Seller and the rights thereunder (except to the extent specified in Sections 2.1(h) or 2.1(i)).

     2.3 Agreement to Assign and Assume Liabilities . At the Closing, on and subject to the terms and conditions set forth in this Agreement, the Buyer agrees to assume to the extent arising from and related to the Business and the Transferred Assets all the Liabilities of the Seller other than the Excluded Liabilities (collectively, the " Assumed Liabilities ").

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     2.4 Excluded Liabilities . Notwithstanding anything in this Agreement to the contrary, neither the Buyer nor its Affiliates shall assume and in no event shall be deemed to have assumed, any of the following Liabilities of the Seller or any of its Affiliates (the " Excluded Liabilities "):

          (a) any of the Seller’s obligations under this Agreement or the agreements entered into in connection herewith;

          (b) any Liability of the Seller or its Affiliates to any shareholder or Affiliate of the Seller;

          (c) any Liability of the Seller in respect of events occurring after the Effective Time;

          (d) any Liability of the Seller or its Affiliates for any indebtedness for money borrowed;

          (e) any Change of Control Bonuses or Performance Bonuses;

          (f) any 2006 Unused Sick/Vacation Payments, including to Temporary Employees; and

          (g) any Liability of the Seller described on Schedule 2.4(g) .

The Seller shall be responsible for and shall pay or otherwise satisfy the Excluded Liabilities.

     2.5 Purchase Price; Payments at Closing . The purchase price to be paid by the Buyer to the Seller for the Transferred Assets shall be (i) Nine Million Dollars ($9,000,000), as adjusted pursuant to Section 2.9 below (the " Cash Purchase Price Component "), plus (ii) the assumption of the Assumed Liabilities and (iii) any Largest Customer Earnout Payment (in the aggregate, the " Purchase Price "). A portion of the Purchase Price shall be paid on or before January 3, 2007 by delivery of Five Hundred Thousand Dollars ($500,000) (the " Deposit Amount ") to the Deposit Escrow Agent as provided in Section 2.6 below. The remaining portion of the Purchase Price (other than the Largest Customer Earnout) shall be paid to the Seller at the Closing by: (a) the assumption of the Assumed Liabilities; (b) delivery of the Indemnity Escrow Amount to the Indemnity Escrow Agent as provided in Section 2.8; and (c) delivery to the Seller of the Cash Purchase Price Component less the Deposit Amount and the Indemnity Escrow Amount. At the Closing, the Deposit Escrow Agent shall deliver the Deposit Amount to the Seller.

     2.6 Largest Customer Earnout Payment . On November 30, 2008, provided that the amount of gross revenues received from the Largest Customer Contract for the period from January 1, 2008 through November 1, 2008 (on an annualized basis) is at least equal to 80% of the amount of gross revenues received from the Largest Customer Contract for the period from January 1, 2006 through December 31, 2006 and the Largest Customer has not delivered to the Buyer a written notice of termination of the Largest Customer Contract nor have the pricing terms with respect to the Largest Customer Contract been changed by the Largest Customer to make them more than 20% less favorable to the Buyer than under the terms in the Largest Customer Contract as of the date of this Agreement, the Buyer will pay to the Seller an additional One Million Two Hundred Fifty Thousand Dollars ($1,250,000) in cash (the " Largest Customer Earnout Payment "). If the Largest Customer Earnout Payment is not payable on November 30, 2008, it shall be paid on January 31, 2009 if the amount of gross revenues received from the Largest Customer Contract for the period from January 1, 2008 through

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December 31, 2008 is at least equal to 80% of the amount of gross revenues received from the Largest Customer Contract for the period from January 1, 2006 through December 31, 2006 and the Largest Customer has not delivered to the Buyer a written notice of termination of the Largest Customer Contract nor have the pricing terms with respect to the Largest Customer Contract been changed by the Largest Customer to make them more than 20% less favorable to the Buyer than under the terms in the Largest Customer Contract as of the date of this Agreement.

     2.7 Deposit Escrow . On or before January 3, 2007 the Buyer shall deposit an amount equal to the Deposit Amount with an escrow agent jointly selected by the Buyer and the Seller (the " Deposit Escrow Agent "). The parties acknowledge and agree that the Deposit Escrow Amount shall be used for the purpose of securing the Buyer’s obligations to consummate the transactions contemplated by this Agreement. The Deposit Amount shall be administered in accordance with the provisions of an Deposit Escrow Agreement substantially in the form attached hereto as Exhibit A (the " Deposit Escrow Agreement "). The Deposit Escrow Amount shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of the Buyer and its Affiliates and the Seller and its Affiliates and shall be held and disbursed solely for the purposes and in accordance with the respective terms thereof. At the Closing, the Deposit Escrow Agent shall deliver the Deposit Amount to the Seller and the Deposit Amount shall be applied to the Cash Purchase Price Component pursuant to Section 2.5; provided, however:

          (a) If the Buyer and the Seller mutually terminate this Agreement prior to the Closing pursuant to Section 10.1(b), the Buyer will be entitled to a refund of the Deposit Amount;

          (b) If the Buyer terminates this Agreement prior to the Closing pursuant to Section 10.1(c) or Section 10.1(d), the Buyer will be entitled to a refund of the Deposit Amount; and

          (c) If the Seller terminates this Agreement prior to the Closing pursuant to Section 10.1(c) or Section 10.1(e), the Seller will be entitled to retain the Deposit Amount.

     2.8 Indemnification Escrow . At Closing, the Buyer shall deposit an amount equal to One Million Three Hundred Fifty Thousand Dollars ($1,350,000) (the " Indemnity Escrow Amount ") with an escrow agent jointly selected by the Buyer and the Seller (the " Indemnity Escrow Agent "). The parties acknowledge and agree that the Indemnity Escrow Amount shall be used for the purpose of securing the Seller’s indemnification obligations pursuant to Section 12 and the Seller’s purchase price adjustment obligations, if any, pursuant to Section 2.9 to the extent such obligations are equal to or less than $250,000. The Indemnity Escrow Amount shall be administered in accordance with the provisions of an Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B (the " Indemnity Escrow Agreement "). The Indemnity Escrow Amount shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of the Buyer and its Affiliates and the Seller and its Affiliates and shall be held and disbursed solely for the purposes and in accordance with the respective terms thereof.

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     2.9 Purchase Price Adjustment .

          (a) As soon as practicable, but not later than thirty (30) days after the Closing Date, the Seller will prepare and deliver to the Buyer the calculation of the actual Net Working Capital of the Seller as of the Effective Time (the " Final Net Working Capital ") and the calculation of the amount of any overpayment or underpayment of Purchase Price as a result of the difference between the Final Net Working Capital and the Net Working Capital Target (the " Purchase Price Adjustment Statement "). The Buyer shall give the Seller and its advisors reasonable access to the Seller’s Books and Records and personnel needed to prepare the Purchase Price Adjustment Statement.

          (b) Within thirty (30) days of receiving the Purchase Price Adjustment Statement, the Buyer will notify the Seller of any dispute with respect to the Purchase Price Adjustment Statement, specifying the dispute in reasonable detail. If the Buyer does not notify the Seller of a dispute within this period, the Purchase Price Adjustment Statement shall be final and binding.

          (c) If the Buyer timely notifies the Seller of a dispute under Section 2.9(b) above, and the dispute is not resolved within seven (7) days after the date of such notice, the Seller and the Buyer will select an independent accounting firm (excluding any accounting firm used by a party hereto) to resolve the disputed items and make a determination of the proposed adjustments with respect to the Purchase Price Adjustment Statement. If the Seller and the Buyer cannot agree on such an independent accounting firm within three (3) business days, each of the Seller and the Buyer shall select such an independent accounting firm and those two firms shall select a third such independent accounting firm to resolve the disputed items and make a determination of the proposed adjustments with respect to the Purchase Price Adjustment Statement. Such determination will be made within sixty (60) days after such selection and will be binding upon the parties hereto. The fees, costs and expenses of the accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the accounting firm determinates that neither party could be fairly found to be the prevailing party, the such fees, costs and expenses will be borne 50% by the Seller and 50% by the Buyer.

          (d) If the Final Net Working Capital is more than $60,000 greater than the Net Working Capital Target as reflected in the Purchase Price Adjustment Statement, within three (3) business after the Purchase Price Adjustment Statement becomes final and binding on the parties, the Buyer shall cause the payment of an amount equal to the difference between the Final Net Working Capital and the Net Working Capital Target to an account specified by the Seller.

          (e) If the Final Net Working Capital is more than $60,000 less than the Net Working Capital Target as reflected in the Purchase Price Adjustment Statement, within three (3) business after the Purchase Price Adjustment Statement becomes final and binding on the parties, (i) the Buyer and Seller shall jointly instruct the Indemnity Escrow Agent to release an amount equal to the Net Working Capital Deficiency (but not exceeding $250,000) from the Indemnity Escrow Amount to an account specified by the Buyer, and (ii) the Seller shall cause the payment to Buyer of an amount by which any such Net Working Capital Deficiency that exceeds $250,000.

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     2.10 Tax Cooperation; Allocation of Taxes and Purchase Price .

          (a) The Buyer and the Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business (including, without limitation, access to Books and Records) as is reasonably necessary for the audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer and the Seller shall retain all Books and Records with respect to Taxes pertaining to the Business for a period of at least six (6) years following the Closing Date. The Buyer and the Seller shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Business.

          (b) Except to the extent accounted for in calculating the Net Working Capital and assumed by the Buyer, all rent, utilities, real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Business for a period which includes (but does not end on) the day of the Effective Time (collectively, the " Apportioned Obligations ") shall be apportioned between the Buyer and the Seller based on the number of days of such period included in the taxable period before the Effective Time (with respect to any such taxable period, the " Pre-Effective Time Tax Period ") and the number of days of such taxable period on and after the Effective Time (with respect to any such taxable period, the " Post-Effective Time Tax Period "). The Seller shall be liable for the proportionate amounts of such Apportioned Obligations that are attributable to the Pre-Effective Time Tax Period and the Buyer shall be liable for the proportionate amounts of such Apportioned Obligations that are attributable to the Post-Effective Time Tax Period. Upon receipt of any bill for real or personal property taxes relating to the Business, each of the Buyer and the Seller shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 2.10(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within twenty (20) business days after delivery of such statement. In the event that either the Buyer or the Seller shall make any payment for which it is entitled to reimbursement under this Section 2.10(b), the other party shall make such reimbursement promptly but in no event later than twenty (20) business days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

          (c) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, property, transfer and similar Taxes, levies, charges and fees (collectively, " Transfer Taxes ") incurred in connection with the transactions contemplated by this Agreement shall be borne 50% by the Seller and 50% by the Buyer. The Buyer and the Seller shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. If the Seller is required by applicable law to make the filings, reports, or returns with respect to any applicable Transfer Taxes, the Seller shall do so, and the Buyer shall cooperate with respect thereto as necessary and shall reimburse the Seller for half of the amount of such Transfer Taxes and for half of the cost of preparing the related filings, reports or returns.

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          (d) At least ten (10) days prior to the Closing, the Buyer shall provide the Seller a proposed allocation of the Purchase Price among the Assets acquired by the Buyer. Such allocation is intended to comply with the requirements of Section 1060 of the Code. Prior to the Closing, the Buyer and the Seller shall mutually agree on a final allocation of the Purchase Price among the Assets acquired by the Buyer. The Seller and the Buyer shall deliver within 30 days after the Closing Date and shall file Form 8594 with their respective Tax Returns consistent with such final allocation. The parties shall treat and report the transaction contemplated by this Agreement in all respects consistently for purposes of any Tax, including the calculation of gain, loss and basis with reference to the Purchase Price allocation made pursuant to this Section 2.9. The parties shall not take any action or position inconsistent with the obligations set forth in this Agreement. The Seller agrees to indemnify and hold the Buyer and its Affiliates harmless and the Buyer hereby agrees to indemnify and hold the Seller harmless, from and against any and all losses, liabilities and expenses (including additional income taxes and reasonable fees and disbursements of counsel) that may be incurred by the indemnified party as a result of the failure of the indemnifying party so to report the sale and purchase of the Transferred Assets acquired by the Buyer hereunder as required by applicable Laws.

     2.11 Effective Time . The Seller and the Buyer agree that, notwithstanding the actual date of the Closing pursuant to this Agreement, the intent of the parties is that for economic, accounting and Tax purposes the sale of the Business and the Transferred Assets and the assumption of the Assumed Liabilities shall be deemed to have occurred at the Effective Time.

     3.  CLOSING .

     3.1 Time and Place . The closing of the sale and purchase of the Transferred Assets and the assignment and assumption of the Assumed Liabilities (the " Closing ") shall be held at the offices of McCarter & English, LLP, Four Gateway Center, 100 Mulberry Street, Newark, New Jersey 07102 as early as practicable upon the satisfaction of the conditions set forth in Article 6 and Article 7, but in no event later than February 28, 2007, or such other date as the Parties shall otherwise mutually agree upon (the " Closing Date "). Subject to the provisions of Article 10, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 3.1 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement except as otherwise provided for in Article 10.

     3.2 Transactions at Closing . At the Closing:

          (a) The Seller shall duly execute and deliver to the Buyer such deeds, bills of sale, certificates of title, stock powers and other instruments of assignment or transfer with respect to the Transferred Assets as the Buyer may reasonably request to vest in the Buyer good record and marketable title to all of the Transferred Assets, in each case subject to no Encumbrance except for Permitted Encumbrances.

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          (b) The Buyer shall duly execute and deliver to the Seller such instruments of assumption with respect to the Assumed Liabilities as the Seller may reasonably request.

          (c) The Seller will deliver to the Buyer the various certificates, instruments and documents referred to in Section 6 below.

          (d) The Buyer will deliver to the Seller the various certificates, instruments and documents referred to in Section 7 below.

          (e) The Buyer shall deliver the Purchase Price less the Indemnity Escrow Amount to the Seller and the Indemnity Escrow Amount to the Indemnity Escrow Agent, in each case by wire transfer of immediately available funds.

          (f) The Buyer, the Seller and Indemnity Escrow Agent shall execute and deliver the Indemnity Escrow Agreement.

          (g) The Seller shall deliver to the Buyer and the Buyer shall deliver to the Seller all other previously undelivered documents required to be delivered by the Seller to the Buyer or by the Buyer to the Seller at or prior to the Closing pursuant to this Agreement.

     3.3 Employees of the Business .

          (a) The Buyer shall employ all of the Employees as of the Closing Date (except with respect to the Employees identified in writing by Buyer at least three business days prior to the Closing) on the same terms and conditions of their current employment (such Employees who are employed by the Buyer are hereinafter referred to as " Hired Employees ") and the Seller agrees to transfer or cause to be transferred the employment of such Employees effective as of the Closing Date.

          (b) Buyer will permit Hired Employees to begin participation under Buyer health and welfare plans as of the first day of the calendar month following employment by Buyer and generally provide credit to such employees for continuity of service dating to their hire with the Seller. Buyer will permit Hired Employees to roll over balances from Seller’s qualified 401(k) plan into Buyer’s 401(k) plan.

          (c) The Seller shall have no responsibility for the provision of continuation coverage as to the benefits under any Employee Plan which is subject to the continuation coverage requirements of Code Section 4980B and Sections 601-608 of ERISA or similar provisions of state law (" COBRA "). Instead, the Buyer will be responsible for making continuation coverage under COBRA available (i) to any person who had timely elected such coverage as of the Effective Time (or is still eligible as of the Effective Time to so elect and does timely elect such coverage) under such an Employee Plan in accordance with and to the extent required by COBRA, and (ii) to any Eligible Individual who experiences a "qualifying event," as defined in Code Section 4980B(f)(3), after the Effective Time in accordance with the requirements of COBRA.

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          (d) The Seller shall pay all Change of Control Bonuses and 2006 Unused Sick/Vacation Payment which have been earned.

          (e) The provisions of this Agreement are for the benefit of the Buyer and its Affiliates and the Seller and its Affiliates only and no employee of the Seller or any other Person shall have any rights hereunder. Nothing herein expressed or implied shall confer upon any employee of the Seller, or legal representatives or beneficiaries thereof, any rights or remedies, including any right to employment or continued employment for any specified period or to be covered under or by any employee benefit plan or arrangement, or shall cause the employment status of any employee to be other than terminable at will.

          (f) The Seller hereby covenants and agrees that at the request and expense of the Buyer, from time to time, and without further consideration, the Seller and its Affiliates shall take all such actions reasonably necessary to enforce the terms of the Restrictive Agreements and shall cooperate with the Buyer in any such actions taken by the Buyer to enforce the terms thereof.

     4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT . Each Seller Constituent and the Seller Parent, jointly and severally, represents and warrants to the Buyer as follows:

     4.1 Organization; Authority; Binding Effect . Each Seller Constituent is a corporation duly organized and validly existing in the State of its incorporation and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted. The Seller has all requisite power and authority to execute and deliver this Agreement and to perform all of its agreements and obligations under this Agreement in accordance with its terms, and such action has been duly authorized by all necessary action by the Seller’s shareholders and board of directors. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     4.2 Subsidiaries . Except as set forth on Schedule 4.2 hereto, the Seller does not have any Subsidiaries and does not own or hold, of record and/or beneficially, any shares of any class of the capital stock of any corporation or any legal and/or beneficial interests in any partnerships, limited liability companies, business trusts or joint ventures or in any unincorporated trade or business enterprises.

     4.3 Non-Contravention . Neither the execution and delivery of this Agreement by the Seller nor the consummation by the Seller of the transactions contemplated hereby will constitute a violation of, or be in conflict with, constitute or create a default under, or result in the creation or imposition of any liens upon any property of the Buyer or the Transferred Assets pursuant to (i) the respective charter documents or by-laws of the Seller, each as amended to date; (ii) any agreement or commitment to which the Seller is a party or by which the Seller or any of its

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properties is bound or to which the Seller or any of its properties is subject; or (iii) any statute or any judgment, decree, order, regulation or rule of any court or governmental authority relating to the Seller.

     4.4 Consents and Permits . Except as set forth on Schedule 4.4 hereto, no material notice to, consent, approval, order or authorization of, or declaration or filing with, any governmental agency or authority or other Person is required to be obtained or made by the Seller in connection with the consummation of the transactions contemplated by this Agreement. Schedule 4.4 lists all material Permits obtained or required to be obtained by the Seller or any of its employees and under which the Seller or any of its employees is operating or bound. Such Permits (A) constitute all Permits used or required in the conduct of the Business as presently conducted, (B) are in full force and effect, (C) have not been violated and (D) to the knowledge of the Seller are not subject to any pending or threatened proceeding seeking their revocation or limitation. To the Seller’s Knowledge, no investigation or review by any governmental entity of the Seller or any of its employees is pending or threatened, and no governmental entity has notified the Seller of its intention to conduct any such investigation or review. To the Knowledge of the Seller, the consummation of the transactions contemplated by this Agreement will not adversely impact any of the Permits or require any action to be taken with respect thereto.

     4.5 Title to Assets; Absence of Encumbrances . The Seller has good and transferable title to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

     4.6 Brokers’ Fees. The Seller has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

     4.7 Financial Statements. Attached hereto as Schedule 4.7 are the following consolidated financial statements (collectively the " Financial Statements "): unaudited balance sheets and statements of operations, members’ deficit and cash flows as of and for the fiscal years ended December 31, 2004 and December 31, 2005 of the Seller and unaudited balance sheets and statements of operations and cash flows of the Seller as of and for the period ended October 29, 2006 (the " Most Recent Financial Statements "). The Financial Statements (including any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly in all respects the consolidated financial condition of the Seller, as appropriate, as of such dates and the results of operations and cash flow of the Seller for such periods, are correct and complete, and are consistent with the Books and Records of the Seller, as appropriate (which Books and Records are materially correct and complete).

     4.8 Undisclosed Liabilities; No Material Change . The Seller has no material Liability (and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any material Liability), except for (a) Liabilities set forth in the balance sheet included in the Most Recent Financial Statements (including in any notes thereto), (b) Liabilities which have arisen after the date of the

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Most Recent Financial Statements in the Ordinary Course of Business, (c) Liabilities disclosed in the disclosure schedules to this Agreement, and (d) Liabilities incurred in connection with this Agreement. Since December 31, 2005, there has not been (a) any material adverse change in the Transferred Assets or the operations or condition (financial or otherwise) of the Business or of the Seller; or (b) any actual or threatened trouble or disruption of the Seller’s relations with its material customers. Since December 31, 2005, the Seller has conducted the Business only in the ordinary course consistent with past practice and has not entered into any transaction, contract or arrangement, or made any payment or distribution, except in the ordinary course of business, consistent with past practice.

     4.9 Legal Compliance . Except as set forth on Schedule 4.9 hereto, the Seller has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

     4.10 Tax Matters . Except as set forth on Schedule 4.10 hereto, the Seller does not owe any material Taxes, nor has any authority made any claim against the Sellers for Taxes, for which the Buyer could be held liable and there are no Security Interests on any of the Assets of the Sellers that arose in connection with any failure (or alleged failure) to pay any Tax. All Tax Returns required to be filed by or with respect to the Seller have been filed on a timely basis (taking into account all applicable extensions). Other than amounts for any unpaid Taxes of the Seller that have been adequately accrued or reserved (in accordance with GAAP) on the balance sheet contained in the Most Recent Financial Statements, all Taxes required to be paid or withheld by the Seller (whether or not shown in any Tax Return) have been timely paid in full and/or timely withheld and either have been duly and timely paid over to the appropriate Tax Authority or been properly set aside for such purpose and will be duly and timely paid to the appropriate Tax Authority, and all such filed Tax Returns were true, correct and complete. No federal, state, local or foreign audits are presently pending with regard to any Taxes or Tax Returns of the Seller or the Seller Parent. Neither the Seller nor the Seller Parent has executed any waiver of the statute of limitations on or extending the period for the assessment of collection of any Tax from the Seller or the Seller Parent. Neither the Seller nor the Seller Parent have any liability for unpaid Taxes that has not been adequately accrued or reserved (in accordance with GAAP) on the Most Recent Financial Statements, and since the date of the Most Recent Financial Statements neither the Seller nor the Seller Parent has incurred any liability for Taxes other than in the ordinary course of business on in connection with the transaction contemplated under this Agreement.

     4.11 Real Property .

          (a) The Seller does not own any Real Property.

          (b) Schedule 4.11(b) sets forth the address of each parcel of Real Property subject to any Real Estate Lease, and a true and complete list of all Real Estate Leases for each such leased Real Property (including the date and name of the parties to such Lease document).

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The Seller has delivered or made available to the Buyer a true and complete copy of each such Real Estate Lease document, and in the case of any oral Lease, a written summary of the terms of such Lease. Except as set forth in Schedule 4.11(b) , with respect to each of the Real Estate Leases:

               (i) such Lease is legal, valid, binding, enforceable and in full force and effect;

               (ii) assuming that the Parties obtain the consent of the landlord under each Real Estate Lease, the transaction contemplated by this Agreement does not require the consent of any other party to such Lease and will not result in a breach of or default under such Real Estate Lease, and will not otherwise cause such Real Estate Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;

               (iii) none of the Seller Constituents or any other party to any Real Estate Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease;

               (iv) the Seller does not owe, and will not owe in the future, any brokerage commissions or finder’s fees with respect to any Real Estate Lease for which the Buyer could be held liable;

                (v) the other party to each Real Estate Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Seller;

               (vi) the Seller has not collaterally assigned or granted any other Security Interest in such Real Estate Lease or any interest therein; and

                (vii) there are no Encumbrances on the Seller’s estate or interest created by such Real Estate Lease, other than Permitted Encumbrances.

          (c) Except as set forth in Schedule 4.11(c) , the leased Real Property identified in Schedule (b)4.11(b) comprise all of the real property used in, or otherwise related to, the Business; and the Seller is not a party to any agreement or option to purchase any real property or interest therein.

     4.12 Transferred Assets . All of the tangible Transferred Assets are (a) in good operating condition and repair (subject only to ordinary wear and tear), (b) are usable in the ordinary course of the Business consistent with past practice and (c) are in the possession or under the control of the Seller. The Transferred Assets are all the Assets necessary for the conduct of the Businesses as presently conducted; provided, however, that for the avoidance of doubt, the Seller does not own or lease any of the assets utilized in connection with the performance of certain outsourced back-office services provided to the Seller pursuant to the Outsourcing Agreement dated September 26, 2002, as amended by the 2006 Addendum thereto, by and between Career Blazers Personnel Services, Inc., and Employbridge Holding Company (the " Employbridge Agreement ").

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     4.13 Contracts . Schedule 4.13 lists the following contracts and other agreements to which the Seller is a party:

          (a) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing payments by the Seller in excess of Ten Thousand Dollars ($10,000) per year;

          (b) any agreement (or group of related agreements), the performance of which will extend over a period of more than one year or which provide for payments by the Seller in excess of Ten Thousand Dollars ($10,000) per year;

          (c) any agreement concerning a partnership or joint venture;

          (d) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation or providing severance benefits, other than notices of termination and separation agreements entered into in contemplation of the Closing hereunder; or

          (e) any agreement under which the Seller has advanced or loaned any amount to any of its directors, officers, and employees.

     The Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement listed in Schedule 4.13 . With respect to each such agreement, except as set forth in Schedule 4.13 : (1) the agreement is legal, valid, binding, enforceable, and in full force and effect; (2) assuming that all required third-party consents are obtained, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (3) assuming that all required third-party consents are obtained, the Seller is not, and to the Knowledge of the Seller no other party is, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (4) the Seller has not, and to the Knowledge of the Seller no other party has, repudiated any provision of the agreement.

     4.14 Notes and Accounts Receivable. All notes and Accounts Receivable of the Seller are reflected properly on the Most Recent Financial Statements, are valid receivables subject to no setoffs or counterclaims to the Knowledge of the Seller, are current and to the Knowledge of the Seller collectible, subject only to the reserve for bad debts set forth on the face of the balance sheet contained in the Most Recent Financial Statements (including in any notes thereto) as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of the Seller.

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     4.15 Insurance . Schedule 4.15 sets forth the following information with respect to each insurance policy to which the Seller is a party or under which the Seller has been covered or which involves the Business: the name of the insurer, the name of the policyholder, and the name of each covered insured; the policy number and the period of coverage; and the scope and amount of coverage. With respect to each such insurance policy: (a) the policy is legal, valid, binding, enforceable, and in full force and effect; (b) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above); (c) neither the Seller nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; (d) no party to the policy has repudiated any provision thereof; and (e) to the Knowledge of the Seller, all claims of which the Seller has Knowledge for which there is a Basis have been made under the appropriate policy.

     4.16 Litigation . Schedule 4.16 sets forth each instance in which the Seller (a) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (b) is a party or, to the Seller’s Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. The Seller does not have any reason to believe that any such action, suit, proceeding, hearing, or investigation not disclosed on Schedule 4.16 may be brought, nor, to the Seller’s Knowledge, is any such action, suit, proceeding, hearing or investigation threatened against, the Seller.

     4.17 Employees .

          (a) The Seller is not a party to or bound by any collective bargaining agreement, nor has the Seller experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. The Seller has not committed any unfair labor practice. To the Seller’s Knowledge, there is no organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Seller.

          (b) The Seller is (i) in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, health and safety and wages and hours (including but not limited to the classification and/or treatment of employees as exempt or non-exempt), in each case, with respect to employees and with the terms of all employment agreements, (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees, and (iii) is not liable in any respect for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no pending, or, to the Seller’s Knowledge, threatened, claims, charges or actions pending against the Seller before the Equal Employment Opportunity Commission or similar state, federal or local agency or under any worker’s compensation policy or long-term disability policy nor are any claims, controversies, investigations or suits pending or, to the Seller’s Knowledge, threatened, with respect to such laws or agreements, either by private individuals or by governmental agencies; and all employees are at-will. All persons who have performed services for the Seller and have been classified as independent contractors have satisfied the requirements of law to be so classified, and the Seller has fully and accurately reported their compensation on IRS Forms 1099 or other applicable tax forms for independent contractors when required to do so.

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          (c) Schedule 4.17 sets forth (i) a complete list of all Staff Employees currently employed by the Seller, (ii) the respective employment dates and job titles of each such person, and (iii) categorization of each such person as a full-time or part-time employee.

     4.18 Employee Benefits .

          (a) Schedule 4.18(a) contains a complete and correct list of all Employee Plans. No Employee Plan is a defined benefit plan (as defined in Section 414(l) of the Code) and no Employee Plan is subject to Title IV of ERISA. No Employee Plan is a "Multiemployer Plan" within the meaning of Section 4001(a)(3) of ERISA. Schedule 4.18(a) identifies as such any Employee Plan that is a plan intended to meet the requirements of Section 401(a) of the Code.

          (b) The Seller does not have any Liability or Knowledge of any facts or circumstances that might give rise to any Liability, and the transactions contemplated hereby will not result in any Liability (i) for the termination of or withdrawal from any employee pension benefit plan subject to Title IV of ERISA under Sections 4062, 4063 or 4064 of ERISA, (ii) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (iii) for any interest payments required under Section 302(e) of ERISA or Section (m) of the Code, (iv) for any excise tax imposed by Section 4971 of the Code, (v) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (vi) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA.

          (c) To the Seller’s Knowledge, the Seller has, at all times, complied, and currently complies, in all material respects with all applicable laws that regulate the Employee Plans.

          (d) There is no material pending or, to the Seller’s Knowledge, threatened proceeding relating to any Employee Plan, nor to the Seller’s Knowledge is there any Basis for any such proceeding.

          (e) The Seller has maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance.

          (f) Except as set forth on Schedule 4.18(f) , the consummation of the transactions contemplated hereby will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any director, employee, officer, former employee or former officer of the Seller. No legally binding representations have been made to any employee or former employee of the Seller promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA or applicable state insurance laws).

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     4.19 Ownership . All of the outstanding equity interests of each Seller Constituent are owned and held, directly or indirectly, by the Seller Parent, in each case free and clear of all Encumbrances, are fully paid and nonassessable, and no Person has any right to acquire any of such equity interests. There are no outstanding interests or securities convertible, exercisable or redeemable for any equity interest in a Seller Constituent, or rights, warrants, puts, calls or options relating to such an equity interest.

     4.20 Intellectual Property . (i) The Seller owns (or has adequate rights to use pursuant to license, sublicense, agreement or permission) all trademarks, trade names, service marks, copyrights, software, trade secrets or know-how (collectively, " Intellectual Property ") used by the Seller in the Business free and clear of any lien, mortgage, security interest, pledge, restriction, defect of title or other claim, charge or encumbrance except as set forth on Schedule 4.20 ; (ii) in connection with the operation of the Business, the Seller does not infringe upon or unlawfully or wrongfully use any material Intellectual Property owned or claimed by any other Person; (iii) the Seller owns or has the lawful right to use all Intellectual Property that is used in the operation of the Business in the ordinary course or otherwise; (iv) the Seller is not in default under, and has not received any notice of any claim of infringement or any other claim or proceeding relating to any of the Intellectual Property; or (v) no present or former employee of the Seller and no other person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, in any of the Intellectual Property, or in any application therefor, which the Seller owns, possesses or uses in its operations as now or heretofore conducted.

     4.21 Disclosure . No representation or warranty hereunder or information contained in any Schedule or any certificate, statement or other document delivered by the Seller in connection herewith contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading. There is no fact known to the Seller which might materially and adversely affect the Business or the Transferred Assets that has not been disclosed to the Buyer in this Agreement or a certificate, statement or other document delivered by the Seller.

     5.  REPRESENTATIONS AND WARRANTIES OF THE BUYER . The Buyer represents and warrants to the Seller as follows:

     5.1 Organization and Standing of the Buyer . The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Buyer has all requisite power and authority to execute and deliver this Agreement and to perform all of its agreements and obligations under this Agreement in accordance with its terms, and such action has been duly authorized by all necessary action by the Buyer’s shareholders and board of directors.

     5.2 Corporate Approval; Binding Effect . This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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     5.3 Non-Contravention . Neither the execution and delivery of this Agreement by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby will constitute a violation of, or be in conflict with, constitute or create a default under, or result in the creation or imposition of any liens upon any property of the Buyer pursuant to (a) the charter documents or by-laws of the Buyer, each as amended to date; (b) any agreement or commitment to which the Buyer is a party or by which the Buyer or any of its properties is bound or to which the Buyer or any of its properties is subject; or (c) any statute or any judgment, decree, order, regulation or rule of any court or governmental authority relating to the Buyer.

     5.4 Consents . No material consent, approval or authorization of, or registration, designation, declaration or filing with, any governmental agency or authority or other Person is required in connection with the consummation by the Buyer of any transaction contemplated hereby, except where the failure to obtain any such consent, approval or authorization or to so register, qualify or file would not reasonably be expected to adversely effect the Buyer’s ability to consummate the transactions contemplated hereby.

     5.5 Capitalization . Following the Closing the Buyer will have sufficient capitalization to conduct the Business and to pay its Liabilities, including the Assumed Liabilities, as they become due.

     5.6 Due Diligence Review . The Buyer acknowledges that it has completed to its satisfaction its own due diligence investigation with respect to the Seller. The Buyer acknowledges and agrees that, except for the representations and warranties of the Seller contained in Section 4, it is purchasing the Transferred Assets, assuming the Assumed Liabilities and acquiring the Business operated by the Seller therewith on an AS IS/WHERE IS basis. The Buyer further acknowledges and agrees that upon consummation of the transactions contemplated hereby, it will have no further recourse against the Seller or its Affiliates with respect to this Agreement and the transactions contemplated hereby except for claims for indemnification made pursuant to and in accordance with Article 12 and except for claims (a) relating to fraud and willful misconduct on the Seller’s part and (b) claims in connection with the enforcement of the Indemnity Escrow Agreement.

     6.  CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATIONS . The obligation of the Buyer to consummate the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (to the extent noncompliance is not waived in writing by the Buyer):

     6.1 Transfer Documents . The Seller shall have executed and delivered a Bill of Sale, Assignment and Assumption Agreement, Assignment of Trademarks and other documents reasonably required by the Buyer to evidence the transfer of the Transferred Assets by the Seller.

     6.2 Officer’s Certificate . The Seller shall have delivered to the Buyer in writing, at and as of the Closing, and certified by the secretary, assistant secretary, or equivalent officer of each Seller Constituent, the following: (i) the certificate of incorporation of each Seller

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Constituent certified by the Secretary of State of the state of its organization, (ii) the bylaws of each Seller Constituent, and (iii) the resolutions of the board of directors of each Seller Constituent and the stockholders of each Seller Constituent authorizing the execution and delivery of this Agreement and the transactions contemplated hereby.

     6.3 No Proceedings . No Proceedings shall be pending, threatened or anticipated against the Seller or the Buyer, seeking to enjoin, or materially adversely affecting, the consummation of the transactions contemplated by this Agreement.

     6.4 Proceedings and Documents Satisfactory . All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to the Buyer in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to the Buyer and to the Buyer’s counsel, and the Buyer shall have received the originals or certified or other copies of such records and documents as the Buyer may reasonably request.

     6.5 Indemnity Escrow Agreements . The Seller shall have delivered the Indemnity Escrow Agreement.

     6.6 Material Consents . The Seller shall have obtained all consents and approvals with respect to the transactions contemplated by this Agreement set forth on Schedule 6.6 .

     6.7 Employment . Caress Kennedy shall have delivered an employment agreement with the Buyer in form and substance reasonably satisfactory to the Buyer.

     6.8 Release of Liens . All liens on the Transferred Assets shall have been removed or discharged, and the Seller shall have provided the Buyer evidence of such removal acceptable to the Buyer in its sole discretion.

     7.  CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATIONS . The obligation of the Seller to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (to the extent noncompliance is not waived in writing by the Seller):

     7.1 Purchase Price . Payment of the Purchase Price as set forth in Section 2.5.

     7.2 Assumption Documents . The Buyer shall have executed and delivered an Assignment and Assumption Agreement and other documents reasonably required by the Seller to evidence the assumption of the Assumed Liabilities by the Buyer.

     7.3 Officer’s Certificate . The Buyer shall have delivered to the Seller in writing, at and as of the Closing, and certified by the secretary, assistant secretary, or equivalent officer of the Buyer, the following: (i) the certificate of incorporation of the Buyer, certified by the Secretary of State of the state of its organization, (ii) the bylaws of the Buyer, and (iii) the resolutions of the board of directors of the Buyer authorizing the execution and delivery of this Agreement and the transactions contemplated hereby.

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     7.4 No Proceedings . No Proceedings shall be pending, threatened or anticipated against the Seller or the Buyer, seeking to enjoin, or materially adversely affecting, the consummation of the transactions contemplated by this Agreement.

     7.5 Proceedings and Documents Satisfactory . All proceedings in connection with the transactions contemplated by this Agreement and all certificates and documents delivered to the Seller in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to the Seller and its counsel, and the Seller shall have received the originals or certified or other copies of all such records and documents as the Seller may reasonably request.

     7.6 Indemnity Escrow Agreement . The Buyer shall have delivered the Indemnity Escrow Agreement.

     8.  COVENANTS OF THE SELLER .

     8.1 Access and Investigation . Between the date of this Agreement and the Closing Date, the Seller will (a) furnish Buyer with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (b) furnish Buyer with such additional financial, operating, and other data and information as Buyer may reasonably request.

     8.2 Operation of the Business of the Seller . Between the date of this Agreement and the Closing Date, the Seller will (and Parent Seller shall cause Seller to):

          (a) except as otherwise provided in this Agreement, conduct the business of the Seller only in the ordinary course of business, consistent with past practice;

          (b) use their Best Efforts to preserve intact the current business organization of the Seller, keep available the services of the current officers, employees, and agents of the Seller, and maintain the relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Seller;

          (c) confer with Buyer concerning operational matters of a material nature;

          (d) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to the business of Seller;

          (e) perform in all material respects all obligations under leases, agreements, contracts and instruments relating to or affecting the business of Seller;

          (f) maintain the books of account and records of the business of Seller in the usual, regular and ordinary manner;

          (g) comply in all material respects with all statutes, laws, ordinances, rules and regulations applicable to the conduct of the business of Seller;

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          (h) not enter any employment agreement or commitment to employees of the business of Seller or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the business of Seller;

          (i) create or permit to exist any encumbrance on the Transferred Assets;

          (j) not enter into or modify any agreement or contract included in the Transferred Assets (other than any extension or renewal of the Largest Customer Contract or the Employbridge Agreement), or sell, lease, license or otherwise dispose of any Transferred Asset (other than dispositions of obsolete assets in the ordinary course of business); and

          (k) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of the Seller.

     8.3 Negative Covenant . Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Seller will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 4.8 is likely to occur.

     8.4 Notification . Between the date of this Agreement and the Closing Date, the Seller will promptly notify the Buyer in writing if the Seller becomes aware of any fact or condition that causes or constitutes a breach of any of the Seller’s representations and warranties as of the date of this Agreement, or if the Seller becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules hereto if the Schedules were dated the date of the occurrence or discovery of any such fact or condition, the Seller will promptly deliver to the Buyer a supplement to the Schedules specifying such change. During the same period, the Seller will promptly notify the Buyer of the occurrence of any event that may make the satisfaction of the conditions in Article 6 impossible or unlikely.

     8.5 No Negotiation . Until such time, if any, as this Agreement is terminated pursuant to Article 10, the Seller will not directly or indirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer) relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business) of the Seller, or any of the capital stock of the Seller, or any merger, consolidation, business combination, or similar transaction involving the Seller.

     8.6 Best Efforts . Between the date of this Agreement and the Closing Date, the Seller will use its Best Efforts to cause the conditions in Article 6 to be satisfied.

     8.7 Cash in Operating Account . The Seller will, on the Closing Date, cause its operating deposit account to have a balance equal to the aggregate amount of any checks previously issued in payment of Assumed Liabilities which have not previously been paid. The

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amount of the balance in Seller’s operating account shall be a Transferred Asset and included in the calculation of Final Net Working Capital. Thereafter, Seller shall not issue any additional checks against its operating account nor otherwise permit the funds in its operating account to be used for any purpose other than to pay outstanding checks as they are presented for payment. Sixty (60) days following the Closing Date, the Seller will close its operating account and forward any remaining balance to the Buyer.

     8.8 Consent to Certain Leases . The Seller will use its Best Efforts before Closing to obtain any consents to assignment with respect to the assignment of leases listed as items 3, 4 and 5 of Schedule 4.4.

     9.  COVENANTS OF THE BUYER .

     9.1 Best Efforts . Between the date of this Agreement and the Closing Date, the Buyer will use its Best Efforts to cause the conditions in Article 7 and Section 6.6 to be satisfied.

     9.2 Replacement of Letter of Credit . The Buyer will, within thirty days following the Closing Date, obtain the release and termination of the letter of c