For value received, each of the undersigned,
GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation
(“Global”), EXCELL PERSONNEL SERVICES CORPORATION, an
Illinois corporation (“Excell”), FRIENDLY ADVANCED
SOFTWARE TECHNOLOGY, INC., a New York corporation
(“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., f/k/a
Michaels & Associates, Inc. and successor by merger to
Temporary Placement Service, Inc., a Georgia corporation
(“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a
Southeastern Staffing, Inc., a Florida corporation
(“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V
INC., f/k/a Southeastern Personnel Management, Inc., a Florida
corporation (“SPM”), MAIN LINE PERSONNEL SERVICES,
INC., a Pennsylvania corporation (“Main Line”), GLOBAL
EMPLOYMENT SOLUTIONS PEO III INC., f/k/a Bay HR, Inc., a Florida
corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV
INC., f/k/a Southeastern Georgia HR, Inc., a Georgia corporation
(“SGHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO II INC.,
f/k/a Southeastern Staffing II, Inc., a Florida corporation
(“SEII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC.,
f/k/a Southeastern Staffing III, Inc., a Florida corporation
(“SEIII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VII INC.,
f/k/a Southeastern Staffing IV, Inc., a Florida corporation
(“SEIV”), GLOBAL EMPLOYMENT SOLUTIONS PEO VIII INC.,
f/k/a Southeastern Staffing V, Inc., a Florida corporation
(“SEV”), GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., f/k/a
Southeastern Staffing VI, Inc., a Florida corporation
(“SEVI”), and KEYSTONE ALLIANCE, INC., a Florida
corporation (“Keystone”) (Global, Excell, Friendly,
TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV,
SEV, SEVI, and Keystone, each a “Borrower” and
collectively, the “Borrowers”), hereby jointly and
severally promise to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION (the “Lender”), acting through its Wells
Fargo Business Credit operating division, on the earlier of
January 4, 2010 or the Termination Date set forth in the
Credit and Security Agreement dated April 29, 2008, that was
entered into by the Lender and the Borrowers (as amende
