FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”), dated as of March 11, 2009, is entered into by and between 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 (Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV, SEVI, and Keystone are each referred to herein as a “Borrower” and collectively as the “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.

RECITALS

The Borrowers and the Lender are parties to a Credit and Security Agreement dated as of April 29, 2008 (as amended from time to time, the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

The Borrowers have requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1.  Defined Terms . Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“ Daily Three Month LIBOR ” means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a three (3) month period. When interest is determined in relation to Daily Three Month LIBOR, each change in the interest rate shall become effective each Business Day that the Lender determines that Daily Three Month LIBOR has changed.

“ Floating Rate ” means, (i) with respect to Revolving Advances evidenced by the Revolving Note, an annual interest rate equal to the WFBC Base Rate plus one half of one percent (0.50%), and (ii) with respect to Term Advances evidenced by the Term Note, an annual interest rate equal to the sum of the WFBC Base Rate plus two and three quarters of one percent (2.75%), which interest rate shall, in each case, change when and as the Prime Rate changes.

“ LIBOR ” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 ^th of one percent (1%)) determined pursuant to the following formula:

(a) “ Base LIBOR ” means the rate per annum for United States dollar deposits quoted by the Lender (i) for the purpose of calculating the effective Floating Rate for loans making reference to Daily Three Month LIBOR as the Inter-Bank Market Offered Rate in effect from time to time for three (3) month delivery of funds in amounts approximately equal to the principal amount of such loans, or (ii) for the purpose of calculating the effective LIBOR Advance Rate for loans making reference to LIBOR as the Inter-Bank Market Offered Rate on the first day of an Interest Period for delivery of funds on said date for a period of time approximately equal to the number of days in the Interest Period and in an amount approximately equal to the principal amount to which the Interest Period applies. The Borrower understands and agrees that the Lender may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as the Lender in its discretion deems appropriate, including but not limited to the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

(b) “ LIBOR Reserve Percentage ” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by the Lender for expected changes in such reserve percentage during the applicable term of the Revolving Note and Term Note.

“ Maximum Line Amount ” means (a) prior to April 30, 2009, $20,000,000 and (b) on and after April 30, 2009, $15,000,000, unless, in each case, this amount is reduced pursuant to Section 2.11, in which event it means such lower amount.

“ Subordinated Creditor ” means Victory Park Management, LLC, in its capacity as collateral agent for the Subordinated Creditors, together with any replacement or successor collateral agent; each Buyer; and every other Person now or in the future who agrees to subordinate indebtedness of any Borrower held by that Person to the payment of the Indebtedness.

“ TPS Acquisition ” means the execution of the TPS Acquisition Document and the consummation of the transaction contemplated thereby.

“ TPS Acquisition Document ” means that certain Asset Purchase and Sale Agreement by and among Public Parent, TPS and Eastern Staffing, LLC, a California limited liability company, d/b/a Select Staffing, dated as of March 9, 2009.

“ WFBC Base Rate ” means, for any day, a fluctuating rate equal to the higher of: (a) the Prime Rate in effect on such day, or (b) a rate determined by the Lender to be one and one-half percent (1.50%) above Daily Three Month LIBOR.

2. Section 2.3 of the Credit Agreement is hereby amended by adding a new subsection (e) to read in its entirety as follows:

“(e) LIBOR Advances Restricted . Notwithstanding any other provisions contained in this Agreement, beginning March 11, 2009, and thereafter, unless otherwise specified by the Borrowers and approved in writing by the Lender in its sole discretion, (i) all Advances shall be Floating Rate Advances, and (ii) the Borrowers shall not be permitted to (A) request LIBOR Advances, (B) convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance or (C) cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance, in each case until such time, if any, that the Lender approves such requests in writing, as the Lender shall determine in its sole discretion.”

3. Section 2.6(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

“(a) Beginning on May 30, 2008, and on the last day of each month thereafter, in substantially equal monthly installments equal to $170,833.33 plus, upon the second Term Advance, if any, an amount sufficient to fully amortize the principal amount of the second Term Advance over an assumed term ending on the date that is 24 months after the date of such second Term Advance plus, beginning on June 1, 2009 and on the last day of each quarter thereafter, $20,000; provided, however, that such $20,000 quarterly payments shall only be required after the receipt by TPS of each payment owed to TPS under that certain Promissory Note by Eastern Staffing, LLC, dated March 9, 2009, in the original principal amount of $250,000; and”

4. Section 6.2(d) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(d) Capital Expenditures . The Borrowers will not incur or contract to incur Capital Expenditures of more than (i) $500,000 in the aggregate during fiscal year 2009 and (ii) $200,000 thereafter until new Financial Covenants are set pursuant to Section 6.2(f).”

5. Section 6.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of subsection (c), (ii) replacing the “.” at the end of subsection (d) with “; and” and (iii) adding a new subsection (e) to read in its entirety as follows:

“(e) At all times after March 11, 2009, new loans and advances made to TPS and new investments and interests acquired in TPS, including the amount of fees and expenses incurred by