AMENDED AND RESTATED FORBEARANCE AND MODIFICATION AGREEMENT

1.1.

“Cash Flow Forecast” means the thirteen week cash flow forecast attached hereto as Exhibit A which identifies anticipated sources and uses of cash for such period.

1.2.

“Credit Agreement” means that certain Revolving Credit, Term Loan and Security Agreement between Borrower and Lender dated February 14, 2005, as amended, restated, supplemented or otherwise modified from time to time, pursuant to which Lender has agreed to make certain loans and other financial accommodations to Borrower.

1.3.

“Event of Termination” means each and every event specified in Section 6 of this Agreement or any other event described herein that is designated an Event of Termination.

1.4.

“Forbearance Termination Date” means the earliest to occur of (i) 5:00 p.m. (Eastern time) on December 15, 2005, or such later date as provided by Section 4.1 below and (b) the date of the occurrence of any one or move Events of Termination.

1.5.

“All capitalized terms used in this Agreement which are not defined herein, but which are defined in or by reference in the Credit Agreement, shall have the same meanings herein as therein.

1.6.

To the extent not defined in this Section 1, unless the context otherwise requires, all accounting terms in this Agreement shall be construed in accordance with GAAP, as of the date of this Agreement, to the extent that same are used or defined therein.

2.1.

Under the terms and provisions of the Loan Documents, Borrower acknowledges and agrees that as of the date hereof the outstanding Obligations consist of:

2.2.

To secure repayment of the Obligations, Borrower granted Lender a Lien on and security interest in certain Collateral, all as more fully described in the Loan Documents. Borrower hereby acknowledges, confirms and agrees that Lender has and shall continue to have valid, enforceable and duly perfected first-priority liens upon and security interests in the Collateral heretofore granted to Lender pursuant to the Loan Documents or otherwise granted to or held by Lender.

2.3.

Borrower acknowledges and agrees the following Events of Default (the “Designated Defaults”) have occurred and are continuing as of the date hereof as a result of Borrower’s failure to comply with certain terms of the Loan Documents:

a.

Borrower has failed to pay amounts due on the Obligations in excess of Availability as of the date hereof.

b.

Representations, statements, or warranties made by Borrower, in writing, prior to the date hereof were not true in all material respects or were false or misleading in a material respect.

c.

One or more tax assessments, judgments or decrees have been rendered as of the date hereof against Borrower by the Internal Revenue Service in an amount not in excess of $6,000,000.

d.

Borrower has defaulted in the payment of Indebtedness as of the date hereof.

e.

A Change of Control has occurred.

f.

Lender has received an indication or evidence that Borrower may have directly or indirectly engaged in an activity which might result in a forfeiture of property to a Governmental Authority as a result of (c) above.

g.

Borrower has granted an unpermitted Lien to Advance Payroll Funding, Ltd. (“APF”) and incurred unpermitted Indebtedness to APF.

h.

Borrower has acquired the assets of Universal Staffing without the consent of Lender and has failed to discharge a Lien on assets acquired from Universal Staffing.

i.

Borrower has acquired the assets of Curley & Associates, LLC without the consent of Lender and has failed to discharge a Lien on such assets.

j.

Borrower has failed to pay the interest and principal on a $4,000,000 bridge loan due August 31, 2005.

k.

Borrower has accepted $2,000,000 from Palisades Master Fund, LP on August 24, 2005, which has not resulted in an infusion of equity into the Borrower, and which is now being asserted as a debt obligation.

l.

Numerous class action lawsuits have been filed against Borrower, its directors and officers and its former directors and officers.

m.

Borrower has dismissed its independent auditing firm and does not have certified audited financial reports.

n.

Borrower is delinquent in filing periodic reports with the Securities Exchange Commission.

2.4.

As a result of the Designated Defaults, Lender presently has the right to accelerate payment and exercise all of its rights and remedies under the Loan Documents and under applicable law. Borrower acknowledges and agrees that, as a result of the existence of the Designated Defaults, Lender has no obligation to make additional loans or otherwise extend credit to Borrower under the Loan Documents or otherwise. Borrower has now requested that Lender forbear from accelerating the payment in full of Borrower’s Obligations to the Lender under the Loan Documents and otherwise exercising Lender’s rights and remedies under the Loan Documents and under applicable law as a result of the existence of the Designated Defaults, and the Borrower acknowledges that such request is in the best interests of Borrower.

2.5.

In response to Borrower’s request, Lender is willing to forebear until the Forbearance Termination Date from exercising its rights and remedies under the Loan Documents and under applicable law as a result of the existence of the Designated Defaults provided that such forbearance is on the terms and conditions set forth in this Agreement (and, for the sake of clarity, in no event shall such forbearance extend beyond December 15, 2005 unless extended pursuant to Section 4.1) and, further provided, that such forbearance does not waive the Designated Defaults or any other Default or Event of Default that has arisen or may arise in the future or otherwise prejudice the rights and remedies of Lender.

a.

the execution and delivery of this Agreement by Borrower and Lender;

b.

no Default or Event of Default, other than the Designated Defaults, shall have occurred and be continuing;

c.

Borrower shall have delivered to Lender a full and complete listing of all Indebtedness, together with copies of all agreements, documents and instruments evidencing same;

d.

Lender shall have received a revised Borrowing Certificate, in form acceptable to Lender;

e.

Borrower shall have delivered to Lender lockbox and control account agreements for each bank account maintained by Borrower, executed by Borrower and the depository institution where such account is maintained, all in form acceptable to Lender;

f.

Borrower shall have provided Lender evidence of the termination of all Liens on the Collateral (other than Permitted Liens); and

g.

Borrower shall have provided Lender a complete summary of all pending litigation in which Borrower is a party as of the date hereof in form acceptable to Lender, together with the status of Borrower’s response to such pending litigation.

a.

the Designated Defaults shall constitute existing Events of Default for the purpose of determining whether or not certain actions or in-actions may be taken or otherwise acquiesced to by or on behalf of the Borrower, as set forth in the

b.

under no circumstances shall the forbearance by Lender under this Agreement be deemed to extend to any of Lender’s rights and remedies under any Subordination Agreements to which Lender is a party, it being agreed to and understood that Lender shall be entitled to enforce any and all provisions of any Subordination Agreements to the fullest extent provided therein in accordance with the terms thereof, including, without limitation, invoking any rights that arise as a result of the existence of the Designated Defaults to block payments by Borrower to any subordinated creditor party thereto on account of any debt owing to such subordinated creditor; and

c.

under no circumstances shall the forbearance by Lender under this Agreement be deemed to extend to any rights of Lender under the Loan Documents to charge a default rate of interest on account of the Obligations due to the existence of the Designated Defaults or any other Event of Default, it being agreed to and understood that Lender shall retain all rights to charge such default interest in accordance with the terms of the Loan Documents.

a.

On or before September 30, 2005, Borrower shall deliver an updated Cash Flow Forecast on a rolling thirteen week basis in form and substance acceptable to Lender in its sole discretion, which shall include a comparison between anticipated and actual results. Once accepted by Lender such updated Cash Flow Forecast shall replace the Cash Flow Forecast attached to this Agreement.

b.

Borrower shall not expend any funds or monies for any purpose other than those line items set forth in the Cash Flow Forecast or expressly agreed to in writing by Lender. Borrower’s actual payment of the individual line items and the cumulative disbursements shall not exceed the projected amount set forth in the Cash Flow Forecast. For the initial week of any three week period covered by the Cash Flow Forecast, compliance shall be measured on the basis of the one week period covered thereby. For the initial two week period of any three week period covered by the Cash Flow Forecast, compliance shall be measured on a rolling two week basis ending as of the end of the second week. For the initial and any succeeding