0000950134-06-013742 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 15, 2006 between Global Employment Solutions, Inc., a Colorado corporation (the “Company”), and Steven Pennington (“Employee”).

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COMMON STOCK SECURITIES PURCHASE AGREEMENT
Common Stock Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York

COMMON STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 15, 2006 between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), Global Employment Solutions, Inc., a Colorado corporation (“GES,” and together with Holdings, the “Company”), and Howard Brill (“Employee”).

PREFERRED STOCK SECURITIES PURCHASE AGREEMENT
Preferred Stock Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York

PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

NOTES SECURITIES PURCHASE AGREEMENT
Notes Securities Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York

NOTES SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2006, by and among Global Employment Solutions, Inc., a Colorado corporation, with headquarters located at 9090 Ridgeline Boulevard, Suite 205, Littleton, Colorado 80129 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SHARE PURCHASE AGREEMENT AMONG GLOBAL EMPLOYMENT SOLUTIONS, INC. GLOBAL EMPLOYMENT HOLDINGS, INC. AND SHAREHOLDERS OF GLOBAL EMPLOYMENT SOLUTIONS, INC.
Share Purchase Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado

SHARE PURCHASE AGREEMENT dated as of March 31, 2006 among GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“Global”), GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), and the shareholders of Global signatory hereto (the “Holders”).

COPYRIGHT SECURITY AGREEMENT
Copyright Security Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services

This Agreement, dated as of March 31, 2006, is made by [DEBTOR] (the “Debtor”), having a mailing address at , for the benefit of Wells Fargo Bank, National Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating division, having a place of business at Wells Fargo Center, MAC C7300-210, 1740 Broadway, Denver, Colorado 80274.

PATENT AND TRADEMARK SECURITY AGREEMENT
Patent and Trademark Security Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services

This Agreement, dated as of March 31, 2006, is made by and between [NAME OF DEBTOR] having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (the “Secured Party”), acting through its Wells Fargo Business Credit operating division, and having a business location at the address set forth below next to its signature.

PLEDGE AGREEMENT
Pledge Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • Colorado

THIS PLEDGE AGREEMENT, dated as of March 31, 2006, is made and given by [PLEDGOR] (the “Pledgor”) to WELLS FARGO BANK, N.A. (the “Secured Party”), acting through its WELLS FARGO BUSINESS CREDIT operating division.

SECURITY AGREEMENT
Security Agreement • July 25th, 2006 • Global Employment Holdings, Inc. • Services-help supply services • New York

SECURITY AGREEMENT, dated as of March 31, 2006 (this “Agreement”) made by Global Employment Holdings, Inc. a Delaware corporation (the “Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), and each of its subsidiaries (each a “Guarantor” and together with the Company and each of its subsidiaries, each a “Grantor” and together the “Grantors”), in favor of Amatis Limited a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).

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