SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Global Employment Holdings, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

378971105

(CUSIP Number)

Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 30, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 378971105 

1.	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (Entities Only)
	Victory Park Capital Advisors, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7.	SOLE VOTING POWER
NUMBER OF			- 0 -
SHARES		8.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			37,084,692*
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -
WITH		10.	SHARED DISPOSITIVE POWER
			37,084,692*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,084,692*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	85.85%
14.	TYPE OF REPORTING PERSON
	OO

* Excludes 3,442,486 shares of common stock, par value $.001 per share (the “Common Stock”) of Global Employment Holdings, Inc. (the “Issuer”) issuable to the Reporting Persons upon conversion of convertible Series A preferred stock (the “Series A Preferred Stock”) of the Issuer, which Series A Preferred Stock is subject to so-called “blocker” provisions prohibiting the holder from converting the Series A Preferred Stock to the extent such conversion would result in the holder becoming the beneficial owner of more than 4.99% of the issued and outstanding Common Stock. Includes (i) 19,760,212 shares of Common Stock of the Issuer issuable to the Reporting Persons upon the exercise of the balance of the Transaction 1 Warrant (as defined in Item 1 below) and (ii) 5,883,048 shares of Common Stock beneficially owned by the parties who may be deemed to constitute a group with the Reporting Persons, as described in Item 6 below (the Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such parties).

- -2-

CUSIP No. 378971105 

1.	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (Entities Only)
	Victory Park Credit Opportunities Master Fund, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7.	SOLE VOTING POWER
NUMBER OF			- 0 -
SHARES		8.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			37,084,692*
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -
WITH		10.	SHARED DISPOSITIVE POWER
			37,084,692*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,084,692*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	85.85%
14.	TYPE OF REPORTING PERSON
	OO

* Excludes 3,442,486 shares of Common Stock issuable to the Reporting Persons upon conversion of Series A Preferred Stock, which Series A Preferred Stock is subject to so-called “blocker” provisions prohibiting the holder from converting the Series A Preferred Stock to the extent such conversion would result in the holder becoming the beneficial owner of more than 4.99% of the issued and outstanding Common Stock. Includes (i) 19,760,212 shares of Common Stock issuable to the Reporting Persons upon the exercise of the balance of the Transaction 1 Warrant (as defined in Item 1 below) and (ii) 5,883,048 shares of Common Stock beneficially owned by the parties who may be deemed to constitute a group with the Reporting Persons, as described in Item 6 below (the Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such parties).

- -3-

CUSIP No. 378971105 

1.	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (Entities Only)
	Jacob Capital, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
		7.	SOLE VOTING POWER
NUMBER OF			- 0 -
SHARES		8.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			37,084,692*
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -
WITH		10.	SHARED DISPOSITIVE POWER
			37,084,692*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,084,692*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	85.85%
14.	TYPE OF REPORTING PERSON
	OO

* Excludes 3,442,486 shares of Common Stock issuable to the Reporting Persons upon conversion of Series A Preferred Stock, which Series A Preferred Stock is subject to so-called “blocker” provisions prohibiting the holder from converting the Series A Preferred Stock to the extent such conversion would result in the holder becoming the beneficial owner of more than 4.99% of the issued and outstanding Common Stock. Includes (i) 19,760,212 shares of Common Stock issuable to the Reporting Persons upon the exercise of the balance of the Transaction 1 Warrant (as defined in Item 1 below) and (ii) 5,883,048 shares of Common Stock beneficially owned by the parties who may be deemed to constitute a group with the Reporting Persons, as described in Item 6 below (the Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such parties).

- -4-

CUSIP No. 378971105 

1.	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (Entities Only)
	Richard Levy
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.A.
		7.	SOLE VOTING POWER
NUMBER OF			- 0 -
SHARES		8.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			37,084,692*
EACH		9.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -
WITH		10.	SHARED DISPOSITIVE POWER
			37,084,692*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,084,692*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	85.85%
14.	TYPE OF REPORTING PERSON
	IN

* Excludes 3,442,486 shares of Common Stock issuable to the Reporting Persons upon conversion of Series A Preferred Stock, which Series A Preferred Stock is subject to so-called “blocker” provisions prohibiting the holder from converting the Series A Preferred Stock to the extent such conversion would result in the holder becoming the beneficial owner of more than 4.99% of the issued and outstanding Common Stock. Includes (i) 19,760,212 shares of Common Stock issuable to the Reporting Persons upon the exercise of the balance of the Transaction 1 Warrant (as defined in Item 1 below) and (ii) 5,883,048 shares of Common Stock beneficially owned by the parties who may be deemed to constitute a group with the Reporting Persons, as described in Item 6 below (the Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such parties).

- -5-

Item 1. Security and Issuer

     This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the common stock, par value $.001 per share (the “Common Stock”), of Global Employment Holdings, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 10375 Park Meadows Drive, Suite 375, Lone Tree, Colorado 80124. This Amendment amends and supplements, as set forth below, the information contained in Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D filed by the Reporting Persons with respect to the Issuer on April 27, 2009, as amended by Amendment No. 1 filed on August 3, 2009 and Amendment No. 2 filed on August 18, 2009 (as amended, the “Schedule 13D”). All capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 3.

     As of October 2, 2009, the Reporting Persons may be deemed to beneficially own an aggregate of 37,084,692 shares of Common Stock (the “Subject Shares”), representing approximately 85.85% of the outstanding Common Stock. The Subject Shares include 5,883,048 shares of Common Stock beneficially owned by the parties who may be deemed to constitute a group with the Reporting Persons, as described in Item 6 below. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such parties.

     The Subject Shares also include 19,760,212 shares of Common Stock that the Reporting Persons have the right to acquire upon exercise of the balance of a Warrant to Purchase Common Stock described in Amendment No. 2 (the “Transaction 1 Warrant”). The Transaction 1 Warrant was amended to provide that it is exercisable for 11% of the pro forma Common Stock outstanding after giving effect to the “Restructuring” of the Issuer pursuant to the Restructuring Support Agreement attached as Exhibit 2 hereto. Following such amendment, the Reporting Persons exercised the Transaction 1 Warrant in part for an aggregate of 9,556,905.09 shares of Common Stock. After giving effect to such partial exercise, the balance of the Transaction 1 Warrant may be exercised to purchase up to 19,760,212 additional shares of Common Stock.

     The Subject Shares do not include 3,442,468 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) held by the Reporting Persons. The Series A Preferred Stock is subject to so-called “blocker” provisions prohibiting the holders from converting the Series A Preferred Stock to the extent such conversion would result in the holder becoming the beneficial owner of more than 4.99% of the issued and outstanding Common Stock. Accordingly, based on the number of outstanding shares of Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended April 5, 2009 (the “Form 10-Q”), the Reporting Persons may not currently convert their shares of Series A Preferred Stock.

-6-

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented to add the following:

     On September 30, 2009, the Reporting Persons and all other holders of Notes, pursuant to the terms of the Senior Secured Convertible Notes Amendment and Conversion Agreement, converted 60% of the aggregate outstanding principal amount of the Notes for newly-designated shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), which shares Series B Preferred Stock are convertible into shares of Common Stock when certain conditions are satisfied, as described below, and amended and restated the terms and conditions of the remaining Notes to, among other things, remove the conversion feature. A copy of the Senior Secured Convertible Notes Amendment and Conversion Agreement is attached as Exhibit 3 and is incorporated herein by reference.

     Immediately following the amendment and restatement of the remaining Notes and as contemplated by the Proposal described in Amendment No. 1, on the terms of the Senior Term Loan Exchange Agreement, the Reporting Persons converted their interest in the Term Loans into senior secured notes of the Issuer (the “New Notes”) that are subordinate to the indebtedness incurred under the Issuer’s existing Credit and Security Agreement and have the same terms as the amended and restated notes described in the immediately preceding paragraph. A copy of the Senior Term Loan Exchange Agreement is attached as Exhibit 4 and is incorporated herein by reference.

     In connection with such transactions, the Reporting Persons also exercised (i) the Third Party Warrant in full for an aggregate of 99,000 shares of Common Stock pursuant thereto, and (ii) the Transaction 1 Warrant in part for an aggregate of 9,556,905 shares of Common Stock. Based on the number of shares of Common Stock outstanding immediately following the consummation of the transactions described in this Amendment No. 3, the balance of the Transaction 1 Warrant remains exercisable for an aggregate of 19,760,212 shares of Common Stock.

     Concurrent with the consummation of the transactions described above, Victory Park Credit Opportunities Master Fund, Ltd. entered into a Shareholders Agreement with the Issuer and the holders of the Series A Preferred Stock and the Series B Preferred Stock. Among other things, the Shareholders Agreement provides that the parties thereto shall vote for up to three directors of the Issuer nominated by the Reporting Persons. A copy of the Shareholders Agreement is attached as Exhibit 5 and is incorporated herein by reference

     In connection with such transactions, the Reporting Persons and all other holders of Series A Preferred Stock, pursuant to the terms of the Series A Convertible Preferred Stock Amendment and Conversion Agreement (the “Series A Conversion Agreement”), agreed to amend the terms of the Series A Preferred Stock to provide for conversion into Series B Preferred Stock, and upon receipt of the requisite stockholder approval, to convert all outstanding shares of Series A Preferred Stock into shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible into 1000 shares of

-7-

Common Stock, subject to adjustments to the conversion price. The closing of the conversion of Series A Preferred Stock into Series B Preferred Stock is referred to as the “Second Closing”. In connection with the Series A Conversion Agreement, the holders of Series A Preferred Stock agreed to waive certain rights and privileges associated with the Series A Preferred Stock until the earlier of: (i) termination of the Series A Conversion Agreement and (ii) the Second Closing. A copy of the Series A Conversion Agreement is attached as Exhibit 6 and is incorporated herein by reference.

     The Second Closing is subject to the approval of the holders of the Company’s Common Stock in order to (1) amend the terms of the Series A Preferred Stock to provide for conversion into Series B Preferred Stock and (2) amend the Issuer’s Certificate of Incorporation so that there is a sufficient number of shares of Common Stock authorized by the Issuer to allow full conversion of all outstanding shares of Series B Preferred Stock (the “Charter Amendment”) into Common Stock. The Reporting Persons and the other parties to the Shareholders Agreement have agreed to vote all shares of Common Stock held by them in favor of these amendments. Because the parties to the Shareholders Agreement hold approximately 85.85% of the outstanding Common Stock, approval of the amendments is assumed. Furthermore, pursuant to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Global Employment Holdings, Inc. (the “Series B Preferred Stock Certificate of Designation”), the Series B Preferred Stock shall not be convertible into shares of Common Stock until the earlier of: (i) the later to occur of (a) the Charter Amendment, and (b) the date that the Issuer is notified that the Florida Department of Business and Professional Regulation’s Board of Employee Leasing Companies has approved the Issuer’s Application for Certificate of Approval for Change of Ownership, and (ii) immediately prior to, and in connection with, the consummation of a fundamental transaction involving the Issuer. Accordingly, until such time as the Series B Preferred Stock is convertible into shares of Common Stock, the Series B Preferred Stock does not constitute beneficial ownership of the Common Stock. A copy of the Series B Preferred Stock Certificate of Designation is attached as Exhibit 7 and is incorporated herein by reference.

      On October 2, 2009, pursuant to the Stock Purchase Agreement, by and among Lakeview Master Fund and Victory Park Credit Opportunities Master Fund, Ltd. (the “Lakeview Stock Purchase Agreement No. 1”), the Stock Purchase Agreement, by and among Lakeview Fund LP and Victory Park Credit Opportunities Master Fund, Ltd. (the “Lakeview Stock Purchase Agreement No. 2”) and the Stock Purchase Agreement, by and among Diamond Opportunity Fund, LLC and Victory Park Credit Opportunities Master Fund, Ltd. (the “Diamond Stock Purchase Agreement”), the Reporting Persons purchased an aggregate of 600 shares of Series A Preferred Stock from Lakeview Fund, LP and Lakeview Master Fund Ltd. and 300 shares of Series A Preferred Stock from Diamond Opportunity Fund, LLC. Such shares of Series A Preferred Stock are, subject to the blocker provisions, convertible into an aggregate of 283,064 shares of Common Stock. The Lakeview Stock Purchase Agreement No. 1, the Lakeview Stock Purchase Agreement No. 2 and the Diamond Stock Purchase Agreement are attached as Exhibit 8, Exhibit 9 and Exhibit 10, respectively, and are incorporated herein by reference.

     Following the consummation of the transactions described above, including the Second Closing and subject to the contingencies set forth in the Series B Preferred Stock Certificate of Designation (as defined below), the Reporting Persons will beneficially

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own approximately 98.69% of the Common Stock, including 22,159,842 shares of Common Stock beneficially owned by other equityholders of the Issuer who may be deemed to be a group with the Reporting Persons, as described in Item 6. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such other equityholders.

     The Reporting Persons continuously review their investment in the Issuer and reserve the right to change their plans and intentions at any time, as they deem appropriate, and to take any and all actions that they deem appropriate to maximize the value of their investment. The Reporting Persons have sought and may in the future seek the views of, hold discussions with and respond to inquiries from the Issuer’s lenders, shareholders, and/or the board of directors, officers or representatives of the Issuer, as well as other persons, regarding potential strategic alternatives for the Issuer. In connection with any such strategic alternatives and other plans or proposals that the Reporting Persons may develop, the Reporting Persons may make and negotiate proposals to and with the Issuer and/or such other persons concerning potential strategic alternatives, and may enter into agreements, including agreements to provide equity or debt financing, with the Issuer and/or such other persons in connection with those negotiations and proposals. Such discussions may include one or more actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented to add the following:

(a), (b) The Subject Shares, as described in Item 1 above, represent approximately 85.85% of the Common Stock outstanding.

(c) Except for the transactions described herein or in the Schedule 13D, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the past 60 days.

Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

     In connection with the transactions described in Item 4, Victory Park Credit Opportunities Master Fund, Ltd., a Reporting Person, entered into the Shareholders Agreement with the Issuer, the holders of Series A Preferred Stock and Series B Preferred Stock, and Howard Brill, CEO of the Issuer. The Shareholders Agreement is attached to this Amendment No. 3 as Exhibit 5 and is incorporated herein by reference. The Shareholders Agreement provides, among other things, that the parties thereto shall vote their securities to elect the members of the Issuer’s board of directors as designated in the Shareholders Agreement, which permits the Reporting Persons to designate a majority of the Issuer’s board of directors. Furthermore, the Shareholders Agreement

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provides certain restrictions on the transfer of securities, including a right of first refusal that may be exercised by the Reporting Persons, “tag-along” rights and “drag-along” rights. Finally, pursuant to the Shareholders Agreement, certain parties thereto are entitled to registration rights. In light of the terms of the Shareholders Agreement, the parties to the Shareholders Agreement may be deemed to constitute a group for purposes of this Schedule 13D. Accordingly, for purposes of filing this Amendment No. 3, the Reporting Persons have included in their calculation of beneficial ownership those shares of Common Stock beneficially owned by the other parties to the Shareholders Agreement, to the extent known to the Reporting Persons. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned by such other parties. The Reporting Persons have not, however, agreed to any obligation to jointly file this Schedule 13D and take no responsibility for other filings that may be made by any other party to the Shareholders Agreement.

Item 7. Material to Be Filed as Exhibits

1.	Joint Filing Agreement, dated as of October 9, 2009, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
2.	Restructuring Support Agreement, dated as of September 30, 2009, by and among the Issuer, the subsidiaries of the Issuer, certain Reporting Persons, all other holders of Notes, all other holders of Series A Preferred Stock and Howard Brill.
3.	Senior Secured Convertible Notes Amendment and Conversion Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons and all other holders of Notes.
4.	Senior Term Loan Exchange Agreement, dated as of September 30, 2009, by and among the Issuer, the subsidiaries of the Issuer and certain Reporting Persons.
5.	Shareholders Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons, all other holders of Series A Preferred Stock and all other holders of Series B Preferred Stock.
6.	Series A Convertible Preferred Stock Amendment and Conversion Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons and all other holders of Series A Preferred Stock.
7.	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Global Employment Holdings, Inc. dated as of September 30, 2009.
8.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Lakeview Master Fund and Victory Park Credit Opportunities Master Fund, Ltd.
9.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Lakeview Fund LP and Victory Park Credit Opportunities Master Fund, Ltd.
10.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Diamond Opportunity Fund, LLC and Victory Park Credit Opportunities Master Fund, Ltd.

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SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 9, 2009

VICTORY PARK CAPITAL ADVISORS, LLC
By:	Jacob Capital, L.L.C., its Manager
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Attorney-in-Fact
JACOB CAPITAL, L.L.C.
By:	/s/ Richard Levy
	Name:	Richard Levy
	Title:	Sole Member
RICHARD LEVY
	/s/ Richard Levy
	Richard Levy

EXHIBIT INDEX

1.	Joint Filing Agreement, dated as of October 9, 2009, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
2.	Restructuring Support Agreement, dated as of September 30, 2009, by and among the Issuer, the subsidiaries of the Issuer, certain Reporting Persons, all other holders of Notes, all other holders of Series A Preferred Stock and Howard Brill.
3.	Senior Secured Convertible Notes Amendment and Conversion Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons and all other holders of Notes.
4.	Senior Term Loan Exchange Agreement, dated as of September 30, 2009, by and among the Issuer, the subsidiaries of the Issuer and certain Reporting Persons.
5.	Shareholders Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons, all other holders of Series A Preferred Stock and all other holders of Series B Preferred Stock.
6.	Series A Convertible Preferred Stock Amendment and Conversion Agreement, dated as of September 30, 2009, by and among the Issuer, certain Reporting Persons and all other holders of Series A Preferred Stock.
7.	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Global Employment Holdings, Inc. dated as of September 30, 2009.
8.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Lakeview Master Fund and Victory Park Credit Opportunities Master Fund, Ltd.
9.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Lakeview Fund LP and Victory Park Credit Opportunities Master Fund, Ltd.
10.	Stock Purchase Agreement, dated as of September 30, 2009, by and among Diamond Opportunity Fund, LLC and Victory Park Credit Opportunities Master Fund, Ltd.

EI-1

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Global Employment Holdings, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 9^th day of October, 2009.

VICTORY PARK CAPITAL ADVISORS, LLC
By:	Jacob Capital, L.L.C., its Manager
By:	/s/ RICHARD LEVY
	Name:	Richard Levy
	Title:	Sole Member
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
By:	/s/ RICHARD LEVY
	Name:	Richard Levy
	Title:	Attorney-in-Fact
JACOB CAPITAL, L.L.C.
By:	/s/ RICHARD LEVY
	Name:	Richard Levy
	Title:	Sole Member
RICHARD LEVY
	/s/ RICHARD LEVY
	Richard Levy

I-1

EX-99.2

Exhibit 2

RESTRUCTURING SUPPORT AGREEMENT

          This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 30, 2009 by and among GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), 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., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., a Georgia corporation (“SGHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO II INC., a Florida corporation (“SEII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., a Florida corporation (“SEIII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VII INC., a Florida corporation (“SEIV”), GLOBAL EMPLOYMENT SOLUTIONS PEO VIII INC., a Florida corporation (“SEV”), GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., a Florida corporation (“SEVI”), KEYSTONE ALLIANCE, INC., a Florida corporation (“Keystone” and together with Holdings, Global, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI, collectively, the “Global Parties”), Howard Brill (“Brill”), VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD., a Cayman Islands exempted company (“Victory Fund”), VICTORY PARK MANAGEMENT, LLC, a Delaware limited liability company (“VPM” and together with Victory Fund, “Victory”), the other holders of the Junior Debt Obligations (as defined below) indicated as such on the signature pages hereto (together with Victory Fund, collectively, the “Junior Lenders”), and the holders of Series A Preferred Stock (as defined below) indicated as such on the signature pages hereto (together with Victory Fund, collectively, the “Series A Holders”). All Persons (as defined below) that are party hereto are referred to herein as the “Parties”.

RECITALS

               WHEREAS, certain of the Global Parties and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“Senior Lender”), are party to that certain Credit and Security Agreement dated as of April 29, 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Senior Credit Agreement” and, together with all other instruments, agreements and documents executed in connection with the foregoing, the “Senior Credit Documents”);

               WHEREAS, pursuant to that certain Participation Agreement, dated as of August 14, 2009, by and between Senior Lender and Victory Fund (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Participation Agreement”), Victory Fund has purchased a last-out participation (the “Participation”) in the Senior Lender’s rights and obligations with respect to the Obligations (as defined in the Senior Credit Agreement) owing with respect to the Term Advances and the 2009 Term Advance (each as defined in the Senior Credit Agreement, the “Senior Term Loan Obligations”);

               WHEREAS, Holdings issued to the Junior Lenders those certain Senior Secured Convertible Notes on March 31, 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, collectively, the “Original Junior Notes”);

               WHEREAS, the Senior Lender holds all of the outstanding Senior Debt Obligations (subject to the Participation);

               WHEREAS, Victory Fund holds all of the outstanding Senior Term Loan Obligations;

               WHEREAS, the Junior Lenders collectively hold all of the outstanding Junior Debt Obligations;

               WHEREAS, the Series A Holders collectively hold all of the issued and outstanding Series A Preferred Stock (as defined below); and

               WHEREAS, in order to settle the various matters among them and restructure the Global Parties’ existing indebtedness, the Global Parties, Victory, the Junior Lenders, the Series A Holders and Brill have agreed to the restructuring and other transactions described herein on the terms and conditions set forth herein.

               NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

          1.1. “Affiliate” shall mean, with respect to any Person, (a) each Person that, directly or indirectly, controls, is controlled by, or is under common control with such first Person, (b) each Person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of any capital stock, general or limited partnership interest, or other equity interest of such first Person, (c) in the case of a limited liability company, any Person that is the managing member of that Person and in all instances each Person that controls, is controlled by or is under common control with such first Person, and (d) each of such Person’s officers, directors, joint venturers and partners. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or otherwise.

          1.2. “Agreement” shall have the meaning set forth in the Preamble hereof.

          1.3. “Authorized Shares Amendment” shall have the meaning set forth in Section 2.1.16 hereof.

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          1.4. “Brill” shall have the meaning set forth in the Preamble hereof.

          1.5. “Claim(s)” shall mean, individually or collectively, as applicable, any and all actions, causes of action, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, rights, claims, demands, liabilities, losses, rights to reimbursement, subrogation, indemnification or other payment, costs or expenses, and reasonable attorneys’ fees, whether in law or in equity, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, and whether representing a past, present or future obligation.

          1.6. “Common Stock” shall mean the common stock, par value $0.001 per share, of Holdings.

          1.7. “Effective Date” shall have the meaning set forth in Section 5.1.1 hereof.

          1.8. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

          1.9. “First Restructuring Closing” shall mean the consummation of all of the transactions contemplated to be consummated under Section 2.1, other than the transactions contemplated to be consummated at the Second Restructuring Closing.

          1.10. “First Restructuring End Date” shall have the meaning set forth in Section 2.1 hereof.

          1.11. “Global Parties” shall have the meaning set forth in the Preamble hereof.

          1.12. “Governmental Body” shall mean any foreign, federal, state, municipal or other government, or other department, commission, board, bureau, agency, public authority or instrumentality thereof or any other court or arbitrator.

          1.13. “Holdings” shall have the meaning set forth in the Preamble hereof.

          1.14. “Junior Debt Documents” shall mean the Junior Notes and all other instruments, agreements and documents executed in connection with the Junior Notes.

          1.15. “Junior Debt Obligations” shall mean all obligations, liabilities and indebtedness owing to the Junior Lenders under the Junior Debt Documents.

          1.16. “Junior Lenders” shall have the meaning set forth in the Preamble hereof.

          1.17. “Junior Notes” shall mean the Original Junior Notes, as amended and restated in accordance with Section 2.1.3, and the Senior Secured Notes issued at the First Restructuring Closing in accordance with Sections 2.1.4 and 2.1.5.

          1.18. “Participation” shall have the meaning set forth in the Recitals hereof.

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          1.19. “Participation Agreement” shall have the meaning set forth in the Recitals hereof.

          1.20. “Person” shall mean any individual, firm, corporation, business enterprise, trust, association, joint venture, partnership, any Governmental Body or any other entity, whether acting in an individual, fiduciary or other capacity.

          1.21. “Releasee” shall have the meaning set forth in Section 3.1 hereof.

          1.22. “Released Claims” shall mean, with respect to any Party, any Claim which is released by such Party pursuant to any of the provisions of Section 3 hereof.

          1.23. “Releasor” shall have the meaning set forth in Section 3.1 hereof.

          1.24. “Restructuring” shall have the meaning set forth in Section 2.1 hereof.

          1.25. “Restructuring Documents” shall mean all agreements, instruments and other documents executed or to be executed in connection with the Restructuring.

          1.26. “Second Restructuring Closing” shall mean the consummation of the transactions contemplated by Section 2.1.6, Section 2.1.8 (solely as to the Second Warrant Exercise) and Section 2.1.16.

          1.27. “Second Restructuring End Date” shall have the meaning set forth in Section 2.1 hereof.

          1.28. “Second Warrant Exercise” shall have the meaning set forth in Section 2.1.8 hereof.

          1.29. “Senior Credit Agreement” shall have the meaning set forth in the Recitals hereof.

          1.30. “Senior Credit Documents” shall have the meaning set forth in the Recitals hereof.

          1.31. “Senior Debt Obligations” shall mean all obligations, liabilities and indebtedness owing to the Senior Lender under the Senior Credit Documents.

          1.32. “Senior Lender” shall have the meaning set forth in the Recitals hereof.

          1.33. “Senior Term Loan Obligations” shall have the meaning set forth in the Recitals hereof.

          1.34. “Series A Amendment” shall have the meaning set forth in Section 2.1.6 hereof.

          1.35. “Series A Holders” shall have the meaning set forth in the Preamble hereof.

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          1.36. “Series A Preferred Stock” shall mean the Series A preferred stock, par value $0.001 per share, of Holdings.

          1.37. “Series B Designations” shall have the meaning set forth in Section 2.1.1 hereof.

          1.38. “Series B Preferred Stock” shall mean the Series B preferred stock, par value $0.001 per share, of Holdings.

          1.39. “Subordination Agreement” means the Subordination Agreement dated as of April 29, 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof) evidencing the subordination of the Junior Debt Obligations and the liens securing the Junior Debt Obligations to the Senior Debt Obligations and the liens securing the Senior Debt Obligations.

          1.40. “Transfer” shall have the meaning set forth in Section 6.4 hereof.

          1.41. “Victory” shall have the meaning set forth in the Preamble hereof.

          1.42. “Victory Fund” shall have the meaning set forth in the Preamble hereof.

          1.43. “Vote Shares” shall have the meaning set forth in Section 2.3 hereof.

     2. Restructuring.

          2.1. Transactions. Subject to the terms and conditions of this Agreement, each of the Parties hereby irrevocably consents to the following transactions (collectively, the “Restructuring”), has entered into or shall enter into definitive documentation to effectuate the Restructuring, shall consummate the First Restructuring Closing no later than September 30, 2009 (or such later date as agreed by the Global Parties and Victory) (the “First Restructuring End Date”) and shall consummate the Second Restructuring Closing no later than November 15, 2009 (or such later date as agreed by the Global Parties and Victory) (the “Second Restructuring End Date”):

               2.1.1. the amendment of the Certificate of Incorporation of Holdings, by virtue of the filing by Holdings of a certificate of designation with the Secretary of State of the State of Delaware, to authorize 250,000 shares of Series B Preferred Stock pursuant to documentation in the form of Exhibit B hereto (the “Series B Designations”);

               2.1.2. the amendment of the Original Junior Notes to provide for the conversion, and the immediate subsequent conversion by each Junior Lender, of sixty percent (60%) of the aggregate principal amount of Original Junior Notes (prior to giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) held by such Junior Lender for shares of Series B Preferred Stock pursuant to documentation reasonably satisfactory to Holdings and the Junior Lenders, which documentation shall provide for the terms set forth on Part I of Schedule A hereto;

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               2.1.3. the amendment and restatement of the Original Junior Notes pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth on Part II of Schedule A hereto;

               2.1.4. the purchase by Brill from Holdings of (i) 2,665,193.500 shares of Common Stock and (ii) a newly issued Junior Note having the same terms as the amended and restated Junior Notes described in Section 2.1.3 (after giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) in an aggregate principal amount of $500,000 for an aggregate purchase price of $500,000 pursuant to documentation satisfactory to Holdings, Victory and Brill;

               2.1.5. the exchange by Victory Fund of the Participation for a newly issued Junior Note having the same terms as the amended and restated Junior Notes described in Section 2.1.3 (after giving effect to the amendment and restatement of the Original Junior Notes described in Section 2.1.3) in an aggregate principal amount of $7,614,999.74 pursuant to documentation satisfactory to Holdings and Victory;

               2.1.6. the amendment of the certificate of designation governing the terms of the Series A Preferred Stock, by virtue of the filing by Holdings of such amendment to the certificate of designation with the Secretary of State of the State of Delaware (the “Series A Amendment”), to provide for the conversion, and the subsequent conversion by each Series A Holder, of one hundred percent (100%) of the Series A Preferred Stock held by such Series A Holder for shares of Series B Preferred Stock pursuant to documentation reasonably satisfactory to Holdings, Victory and the Series A Holders, which documentation shall provide for the terms set forth on Part III of Schedule A hereto;

               2.1.7. the waiver by the Series A Holders of certain provisions contained in, and rights of the Series A Preferred Stock granted under, the certificate of designation governing the terms of the Series A Preferred Stock pursuant to documentation reasonably satisfactory to Holdings, Victory and the Series A Holders;

               2.1.8. the amendment to, and exercise in full by Victory Fund of, the Warrant to Purchase Common Stock issued to Victory Fund on August 14, 2009 and attached as Exhibit A-1 hereto and the issuance of 29,317,117.500 shares of Common Stock pursuant thereto pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth on Part IV of Schedule A hereto; provided that Victory Fund shall exercise such warrant in part with respect to 9,556,905.09 shares of Common Stock at the First Restructuring Closing, and shall subsequently exercise the remainder of the warrant in full at the Second Restructuring Closing (the “Second Warrant Exercise”);

               2.1.9. the exercise in full by Victory Fund of the Warrant to Purchase Common Stock attached as Exhibit A-2 hereto and the issuance of 99,000 shares of Common Stock pursuant thereto;

               2.1.10. the execution and delivery by the Global Parties and Victory of a fee letter satisfactory to Holdings and Victory, which shall provide for the terms set forth on Part V of Schedule A hereto;

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               2.1.11. the amendment of the Senior Credit Agreement pursuant to documentation satisfactory to Holdings and Victory, which documentation shall provide for the terms set forth on Part VI of Schedule A hereto;

               2.1.12. the amendment and restatement of the Subordination Agreement pursuant to documentation reasonably satisfactory to Holdings and the Junior Lenders, which documentation shall provide for the terms set forth on Part VII of Schedule A hereto;

               2.1.13. the entry into a stockholders agreement (the “Stockholders Agreement”) in the form of Exhibit C hereto by Holdings, Brill, Victory, the Junior Lenders and the Series A Holders;

               2.1.14. the amendment of each of the security agreement, pledge agreement and guaranty executed in connection with the Junior Notes pursuant to documentation satisfactory to the Global Parties and Victory;

               2.1.15. the adoption of a management incentive plan by Global pursuant to documentation satisfactory to Global and Victory;

               2.1.16. the amendment of the Certificate of Incorporation of Holdings to authorize the issuance of 270,000,000 shares of Common Stock, by virtue of the filing by Holdings of such amendment with the Secretary of State of the State of Delaware (the “Authorized Shares Amendment”); and

               2.1.17. the reconstitution of the board of directors of Holdings in accordance with the terms and conditions of the Stockholders Agreement.

          2.2. Covenants. Subject to the terms and conditions of this Agreement, each of the Parties agrees and covenants that:

               2.2.1. It will cooperate in good faith to pursue and support the Restructuring in the manner contemplated by this Agreement.

               2.2.2. It agrees to take, and will take, all actions contemplated of it by this Agreement, and will take all other actions (including the execution and delivery of any and all Restructuring Documents) as may be necessary to carry out the purposes and intent of this Agreement and the Restructuring.

               2.2.3. It will not object to, delay, impede, commence any proceeding or take any other action to interfere in any material respect with, directly or indirectly, the Restructuring, or encourage or support any Person to do any of the foregoing.

               2.2.4. It will continue to negotiate any definitive documentation necessary for the implementation of the Restructuring (including any other Restructuring Documents), in good faith, and on terms consistent with this Agreement.

               2.2.5. Prior to the Second Restructuring Closing and notwithstanding the restrictions on Transfers set forth in Section 6.4, it will promptly (and in any event within 24

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hours) inform Victory and Holdings of any changes in its ownership, including foreclosure upon, of any Common Stock, Series A Preferred Stock, Senior Debt Obligations or Junior Debt Obligations.

          2.3. Shareholder Approvals. As and solely to the extent required by applicable law, as promptly as possible following the effective date of the termination of registration of the Common Stock under Section 12(g) of the Exchange Act, Holdings shall seek the adoption and approval of its stockholders, by written consent or by vote taken at a duly called meeting of stockholders, of the Series A Amendment, the Authorized Shares Amendment and, if applicable, the other transactions contemplated by the Restructuring. Holdings shall submit such matters to its stockholders for approval even if the special committee of the board of directors of Holdings or the board of directors of Holdings shall have withdrawn or qualified its recommendation thereof. Each of the Parties, solely in its capacity as a stockholder of Holdings, hereby agrees to vote all shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock, in each case to the extent entitled to vote, beneficially owned or controlled by such person (the “Vote Shares”), or to grant a consent or approval in respect of the Vote Shares, in connection with any meeting of the stockholders of Holdings or any action by written consent in lieu of a meeting of the stockholders of Holdings (i) in favor of the Series A Amendment, (ii) in favor of the Authorized Shares Amendment, (iii) in favor of any other item of business submitted to the stockholders as and to the extent required by applicable law in connection with the transactions contemplated by the Restructuring, and/or (iv) against any action or agreement which would impede, interfere with or prevent the Series A Amendment, the Authorized Shares Amendment or the other transactions contemplated by the Restructuring.

          2.4. Conditions to First Restructuring Closing.

               2.4.1. Conditions for Global Parties. Notwithstanding anything to the contrary contained herein, no Global Party shall be obligated to consummate the transactions contemplated by this Agreement at the First Restructuring Closing if the special committee of the board of directors of Holdings, prior to the First Restructuring Closing, shall have withdrawn its (i) recommendation that stockholders consent to and/or approve each such transaction requiring such stockholder’s consent or approval or (ii) consent to and/or approval of each such transaction. For the avoidance of doubt, it is acknowledged and agreed that, from and after the First Restructuring Closing, the withdrawal of such recommendation, consent or approval by the special committee of the board of directors of holdings shall not affect the obligations of the Global Parties hereunder with respect to the Second Restructuring Closing.

               2.4.2. Conditions for Victory. Notwithstanding anything to the contrary contained herein, Victory shall not be obligated to consummate the transactions contemplated by this Agreement at the First Restructuring Closing unless and until:

                    2.4.2.1. the special committee of the board of directors of Holdings shall have (i) recommended that stockholders consent to and/or approve each such transaction requiring such stockholder’s consent or approval and (ii) consented to and/or approved of each such transaction;

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          2.4.2.2. the board of directors of Holdings shall have adopted a resolution declaring the advisability of, and recommending that the requisite stockholders of Holdings approve, the Series A Amendment and the Authorized Shares Amendment;

          2.4.2.3. senior management of Global Parties shall be subject to employment arrangements with the Global Parties satisfactory to Victory in its sole discretion;

          2.4.2.4. each Junior Lender, each Series A Holder, Senior Lender, Brill and each Global Party shall have delivered to Victory in escrow executed signature pages to each of the Restructuring Documents to which it is a party, which shall be automatically released from escrow upon the release by Victory of its executed signature pages to the Restructuring Documents to which it is a party;

          2.4.2.5. Global Parties’ payroll processing relationship with Bank of America, N.A. shall be satisfactory to Victory in its sole discretion;

          2.4.2.6. Victory shall otherwise be satisfied in its sole discretion with the terms of and documentation evidencing the Restructuring;

          2.4.2.7. the Global Parties shall have paid to Victory and its Affiliates all fees and other amounts then due and owing to Victory and its Affiliates under this Agreement and the other Restructuring Documents; and

          2.4.2.8. The Series B Designation shall have been adopted and approved by the board of directors of Holdings and Holdings shall have properly filed the Series B Designation with the Secretary of State of the State of Delaware.

          2.5. Conditions to Second Restructuring Closing. Notwithstanding anything to the contrary contained herein, Victory shall not be obligated to consummate the transactions contemplated by this Agreement at the Second Restructuring Closing unless and until:

          2.5.1. the Series A Amendment shall have been adopted and approved by the requisite numbers and classes of the stockholders of Holdings, and Holdings shall have properly filed the Series A Amendment with the Secretary of State of the State of Delaware; and

          2.5.2. the Authorized Shares Amendment shall have been adopted and approved by the requisite numbers and classes of the stockholders of Holdings, and Holdings shall have properly filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware.

     3. Releases.

          3.1. Mutual Release. Effective upon the First Restructuring Closing, each Party in any capacity, on behalf of itself and its Affiliates and its and their predecessors, successors, successors-in-interest, assigns, heirs and representatives (each, a “Releasor”), does hereby

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forever release, remise and discharge each other Party in any capacity and its Affiliates and its and their predecessors, successors, successors-in-interest, assigns, heirs and representatives (each, a “Releasee”) from any and all Claims that are connected with, arise out of, relate to or are otherwise based (as a whole or in part) on any acts, omissions, facts, matters, transactions or occurrences arising on or prior to the First Restructuring Closing, and hereby agrees and covenants not to assert or prosecute against any Releasee any Released Claims that any Releasor ever had, may have or hereafter can, may or shall have. Notwithstanding the foregoing, for the purposes of this Agreement “Released Claims” shall not include any Claims for any breach, default or violation of or under any provision, representation, warranty, covenant or agreement of this Agreement or any of the Restructuring Documents executed on or after the Effective Date.

          3.2. Limitation Of Releases. Nothing in this Agreement shall be construed to release any Releasee from any liabilities or obligations under any of the Junior Debt Documents or otherwise in respect of the obligations thereunder. All of the rights, powers, remedies, benefits, priorities, liens and security interests of any Junior Lender under the Junior Debt Documents and applicable law shall remain in full force and effect, and nothing in this Agreement shall amend or otherwise modify any of the provisions of the Junior Debt Documents. Nothing in this Agreement shall be construed to release any Claims of any Releasor against any Person who fails to execute and deliver this Agreement and any and all Restructuring Documents required to be executed and delivered by such Person as determined by Holdings and Victory in their reasonable discretion. Nothing in this Agreement shall be construed to constitute a release of, or a covenant not to sue in respect of, any Releasee arising from the negligence or willful misconduct of any of the Releasees or any other conduct of any of the Releasees that was fraudulent or a criminal act by such Releasee, in each case, as determined by a court of competent jurisdiction or admitted in writing or plea agreement. In the event any release of, or covenant not to sue in respect of, any Releasee by any Releasor is prohibited by or unenforceable or invalid under applicable law, the corresponding release of, or covenant not to sue in respect of, such Releasor by such Releasee shall be deemed ineffective to the extent of such prohibition, unenforceability or invalidity.

          3.3. No Reliance And No Duty To Disclose. Each of the Parties, on behalf of itself or himself and its or his Affiliates, in any capacity, agrees and acknowledges that (a) except as expressly provided in this Agreement, no other Releasee, in any capacity, has warranted or otherwise made any representations to it or him or any of its or his Affiliates concerning any Released Claim (including, without limitation, any representation concerning the existence, nonexistence, validity or invalidity of any Released Claim), (b) the validity and effectiveness of the foregoing releases and covenants not to sue in this Section 3 do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof, (c) no Releasee, in any capacity, has any duty to disclose or provide any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to it or him or any other Releasor, including, without limitation, any facts or documents which, if known by any Releasor, might have caused any Party to which such Releasor is affiliated not to execute and deliver this Agreement or any Restructuring Documents, and (d) each such release and covenant not to sue shall remain in full force and effect even if any facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) were not disclosed or provided (whether intentionally, unintentionally or otherwise) by any Releasee to any Releasor, which facts or documents, if known by such Releasor, might have caused any Party to which such

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Releasor is affiliated not to execute and deliver this Agreement or any Restructuring Documents. Nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties or covenants expressly set forth in this Agreement or any Restructuring Document.

          3.4. Release Of Unknown Claims. Subject to the fraud exception contained in Section 3.2, each Party agrees and acknowledges, on behalf of itself or himself and its or his Affiliates, that the Released Claims which it or he is releasing and covenanting not to sue on behalf of itself or himself and its or his Affiliates pursuant to the provisions hereof include, without limitation, any Released Claim which such Party does not know or suspect to exist in its or his, or its or his Affiliates’, favor at the time of the giving of the foregoing releases and covenants not to sue which, if known by it or him, might affect its or his decision regarding the releases and covenants not to sue set forth herein. Each Party, on behalf of itself or himself and its or his Affiliates, agrees and acknowledges that it or he might hereafter discover facts or documents in addition to or different from those which it or he now knows or believes to be true or exist with respect to the subject matter of any of the Released Claims, but no Releasee in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to any Releasor, and each of the Releasors shall be deemed to have fully, finally and forever settled and released any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future.

          3.5. WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542. WITHOUT DEROGATING FROM THE COLORADO CHOICE OF LAW PROVISION SET FORTH HEREIN, THE PARTIES AGREE THAT THE FOREGOING RELEASES AND COVENANTS NOT TO SUE EXTEND TO ALL RIGHTS OF EACH RELEASOR UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY EACH PARTY. EACH OF THE PARTIES, ON BEHALF OF ITSELF OR HIMSELF AND ITS OR HIS AFFILIATES, WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS AFFORDED BY SECTION 1542 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES. EACH PARTY UNDERSTANDS THAT THE FACTS IN RESPECT OF WHICH THE RELEASES AND COVENANTS NOT TO SUE MADE IN THIS AGREEMENT ARE GIVEN MAY HEREAFTER TURN OUT TO BE OTHER THAN OR DIFFERENT FROM THE FACTS IN THAT CONNECTION NOW KNOWN OR BELIEVED BY IT OR HIM TO BE TRUE, AND EACH PARTY HEREBY, ON BEHALF OF ITSELF OR HIMSELF AND ITS OR HIS AFFILIATES, ACCEPTS AND ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT AND AGREES NO PARTY OR ANY OTHER RELEASEE IN ANY CAPACITY HAS ANY DUTY TO DISCLOSE ANY FACTS (WHETHER MATERIAL OR IMMATERIAL, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED) TO IT OR HIM OR ANY OTHER RELEASOR AND THAT THIS AGREEMENT AND THE RESTRUCTURING DOCUMENTS SHALL BE AND REMAIN IN ALL RESPECTS EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BY VIRTUE OF ANY SUCH DIFFERENCE IN FACTS, EVEN IF ANY FACTS WERE NOT DISCLOSED (WHETHER INTENTIONALLY, UNINTENTIONALLY OR OTHERWISE) BY

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ANY RELEASEE TO ANY RELEASOR, WHICH FACTS, IF KNOWN BY SUCH RELEASOR, MIGHT HAVE CAUSED ANY PARTY TO WHICH SUCH RELEASOR IS AFFILIATED NOT TO EXECUTE AND DELIVER THIS AGREEMENT AND/OR ANY RESTRUCTURING DOCUMENTS. SECTION 1542 OF THE CALIFORNIA CIVIL CODE PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

EACH OF THE PARTIES HEREBY ACKNOWLEDGES AND AGREES, ON BEHALF OF ITSELF OR HIMSELF AND ITS OR HIS AFFILIATES, THAT NOTHING CONTAINED IN THIS SECTION 3 SHALL RELEASE OR DISCHARGE ANY OF THEM FROM THE LIABILITIES, DUTIES AND OBLIGATIONS UNDERTAKEN OR ASSUMED UNDER THIS AGREEMENT OR ANY RESTRUCTURING DOCUMENTS, OR FROM ANY OTHER CLAIMS OTHER THAN THE RELEASED CLAIMS.

          3.6. Indemnification For Assertion of Released Claims. Each of the Parties agrees, on behalf of itself or himself and its or his respective affiliated Releasors, that if any Releasor or any of its or his affiliated Releasors asserts against any Releasee any of the Released Claims released by such Releasor pursuant hereto, such Releasor shall be obligated to pay, in addition to any other damages caused to such Releasee, all reasonable attorneys’ fees and expenses incurred by such Releasee in defending or otherwise responding to such Released Claims.

          3.7. No Admission. Nothing in this Agreement shall be construed as an admission by any Releasor of the existence of any Released Claim or of any liability with respect to any or all of such Released Claims or any other past or future act, omission, fact, matter, transaction or occurrence. The Parties have agreed to settle the Released Claims against each other in order to avoid the costs and undesirable effects of litigation between or among each other.

          3.8. Reaffirmation of Release Certificate. Each Releasor agrees to execute and deliver such documents and to take such further action as any Releasee may reasonably request from time to time following the effectiveness of any release provided in this Section 3 to effectuate such releases and otherwise carry out the intent and purposes of this Agreement, including, without limitation, the execution and delivery of a reaffirmation of release certificate on the Restructuring Effectiveness Date confirming the effectiveness of any Releasor’s releases provided herein.

     4. Representations And Warranties. To induce the other Parties to enter into this Agreement and the Restructuring Documents, each Party represents and warrants (with respect to itself or himself) to the other Parties as follows, as of the Effective Date and as of the First Restructuring Closing:

               4.1. Organization and Authorization. If and as applicable, it is duly formed, organized or incorporated, as the case may be, validly existing and in good standing under the laws of the state or country of its formation, organization or incorporation. If and as applicable,

12

it or he has the requisite power and authority to execute and deliver this Agreement and the other Restructuring Documents to which it or he is a party and to perform its or his obligations hereunder. All actions or proceedings to be taken by or on the part of it or him to authorize and permit the execution and delivery by it or him of this Agreement and the other Restructuring Documents to which it or he is a party, the performance by it or him of its or his obligations hereunder and thereunder and the consummation by it or him of the transactions contemplated herein and therein have been duly and properly taken. This Agreement and the other Restructuring Documents to which it or he is a party have been duly executed and delivered by it or him, constitute its or his legal, valid and binding obligation and are enforceable in accordance with their terms and conditions, subject only to bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

          4.2. Noncontravention. The execution and delivery of this Agreement, the other Restructuring Documents to which it or he is a party, and the consummation of the transactions contemplated herein and therein, do not or will not result in: (a) a conflict with or a breach of any provision of its certificate or articles of incorporation, by-laws, partnership agreement, trust agreement or any other organizational or governing document of it, if and as applicable; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which it or he is a party, by which it or he is bound or to which any of its or his assets is subject; or (c) a violation by it or him of any Law. It or he is not required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with its or his execution, delivery and performance of this Agreement or the other Restructuring Documents to which it or he is a party or the consummation of the transactions contemplated herein or therein, except for (i) such consents and approvals which are specifically described herein and which consents and approvals have been duly and properly obtained on or before the First Restructuring Closing, (ii) Schedule 13D filings or amendments to Schedule 13Ds that are required to be made under the Exchange Act and the rules and regulations promulgated thereunder, (iii) any filings that are required to be made under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) the filing of a Form D, if necessary, under Regulation D promulgated under the Securities Act of 1933, as amended, and (v) any filings required to comply with state securities laws in connection with the consummation of the transactions contemplated hereby.

          4.3. No Assignment. Neither it or he nor any of its or his Affiliates has assigned, hypothecated or otherwise transferred (collaterally or otherwise) to any other Person any interest in any Released Claims to which its or his covenant not to sue set forth herein applies.

          4.4. Litigation. There is no Action pending, or to the knowledge of it or him, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by it or him of this Agreement or the other Restructuring Documents to which it or he is a party or otherwise affecting the ability of it or him to consummate the transactions contemplated by this Agreement or the other Restructuring Documents to which it or he is a party.

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          4.5. Indebtedness and Securities. With respect to each Global Party, to such Global Party’s knowledge (i) all outstanding Senior Debt Obligations are owing to Senior Lender, all outstanding Junior Debt Obligations are owing to Junior Lenders and all outstanding shares of Series A Preferred Stock are held by Series A Holders, and (ii) no other Person has any rights of offset, defenses, claims or counterclaims with respect to any such indebtedness or securities. With respect to Victory Fund, each Junior Lender and each Series A Holder, (i) the amount of outstanding Junior Debt Obligations owing to and outstanding shares of Series A Preferred Stock and Common Stock held by such Party are set forth on such Party’s signature page hereto, (ii) all such indebtedness and securities are held by such Party free and clear of all liens, claims and other encumbrances, and (iii) no other Person has any rights of offset, defenses, claims or counterclaims with respect to any such indebtedness or securities.

          4.6. Capitalization. With respect to Holdings,

               4.6.1. As of the Effective Date, and prior to the consummation of the Restructuring, the authorized capital stock of Holdings consists of (i) 40,000,000 shares of Common Stock, par value $0.001 per share and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share, of which 12,750 shares have been designated as Series A Preferred Stock.

               4.6.2. At the close of business on September 29, 2009: (i) 10,561,770 shares of Common Stock were issued and outstanding; (ii) 4,807,000 shares of Common Stock were reserved for issuance pursuant to the Global Employment Holdings, Inc. 2006 Stock Plan of which 2,781,714 shares of Common Stock were issuable upon exercise of stock options; (iii) 4,770,455 shares of Common Stock were issuable upon conversion of the Junior Notes; (iv) 4,072,482 shares of Common Stock were issuable upon conversion of the Series A Preferred Stock; (v) 99,000 shares of Common Stock were issuable upon exercise of a warrant to purchase Common Stock; (vi) shares representing 11% of the outstanding shares of common stock on the date of exercise, on a fully-diluted basis, were issuable upon exercise of a warrant to purchase Common Stock; and (vii) 12,750 shares of Series A Preferred Stock were issued and outstanding. All issued and outstanding shares of Common Stock and Preferred Stock have been, all shares of Common Stock that may be issued pursuant to the exercise of existing options will be, and all shares of Series B Preferred Stock that may be issued pursuant to the Restructuring will be, when issued in accordance with their respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and are subject to no preemptive or similar rights.

               4.6.3. As of the Effective Date, and prior to the consummation of the Restructuring, except for the Senior Debt Obligations and the Junior Debt Obligations, the Global Parties have no outstanding indebtedness for borrowed money.

               4.6.4. Schedule B sets forth, with respect to the Global Employment Holdings, Inc. 2006 Stock Plan, as of September 29, 2009, the aggregate number of shares of Common Stock relating to outstanding and available awards or options that may be exercised immediately following the Restructuring.

               4.6.5. To Holdings’ knowledge and except as set forth in the Junior Notes, the Series A Certificate of Designation, the Preferred Stock Securities Purchase Agreement by and

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among Holdings and the “Buyers” party thereto dated as of March 31, 2006, the Notes Securities Purchase Agreement by and among Holdings and the “Buyers” party thereto dated as of March 31, 2006, and outstanding options and warrants described above:

               4.6.5.1. there are no preemptive or similar rights on the part of any holder of any class of Holdings’ securities;

               4.6.5.2. Holdings has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the holders of the Common Stock and Series A Preferred Stock;

               4.6.5.3. there are no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unites, commitments, contracts, arrangements or undertakings or any kind to which any Global Party is a party or by which any of them is bound (i) obligating such Global Party to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchase, redeemed or otherwise acquired, any Common Stock or Preferred Stock, or any security convertible or exercisable for or exchangeable into any Common Stock or Preferred Stock, (ii) obligating any Global Party to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Common Stock, Preferred Stock, Junior Debt Obligations or Senior Debt Obligations;

               4.6.5.4. there are no outstanding contractual obligations of any Global Party to repurchase, redeem or otherwise acquire any securities; and

               4.6.5.5. there are no proxies, voting trusts or other agreements or understandings to which Holdings, any Junior Lender, Series A Holder or holder of Common Stock is a party or is bound with respect to the voting of the Common Stock and Preferred Stock.

     5. Effectiveness and Termination.

          5.1. Effectiveness.

               5.1.1. Subject to Section 5.1.2 and Section 5.1.3, this Agreement and the Parties’ respective obligations hereunder shall become effective on the date (the “Effective Date”) on which all of the Global Parties, Victory, the Junior Lenders, the Series A Holders and Brill execute and deliver to such other Parties their respective counterparts of this Agreement.

               5.1.2. Section 3 of this Agreement and the Parties’ respective obligations thereunder, and all of the transactions contemplated by this Agreement other than the transactions contemplated to be completed at the Second Restructuring Closing, shall become effective and be consummated on the date of the First Restructuring Closing. Notwithstanding anything to the contrary contained herein, Section 3 of this Agreement shall not be effective with respect to any Party except to the extent such Party has executed and delivered to all other

15

Parties a counterpart of the Restructuring Documents to which such Party is contemplated to be a party.

               5.1.3. All of the transactions contemplated by this Agreement to be completed at the Second Restructuring Closing, shall become effective and be consummated on the date of the Second Restructuring Closing.

               5.1.4. Notwithstanding anything to the contrary contained herein, no provision of this Agreement relating to any Party shall be effective with respect to such Party except to the extent such Party has executed and delivered to all other Parties a counterpart of this Agreement.

               5.1.5. This Agreement shall remain effective until terminated pursuant to Section 5.2 hereof.

          5.2. Termination. This Agreement may be terminated, with respect to any Party, by such Party, by delivering written notice of such termination to the other Parties in accordance with Section 6.8, if none of the transactions constituting the Restructuring as set forth in Section 2.1 shall have occurred on or prior to the First Restructuring End Date.

     6. Miscellaneous.

               6.1. Jurisdiction. The Parties agree that all disputes between any of them arising out of, connected with or related to or incidental to the relationship established between any of them in connection with this Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved only by the courts of the State of New York, but the Parties acknowledge that any appeals from those courts may have to be heard by a court located outside of the State of New York. The Parties waive in all disputes any objection that they may have to the location of jurisdiction of the court designated to consider such dispute in accordance with the first sentence of this Section 6.1. Each Party irrevocably waives personal service of process and consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for notices to it under this Agreement and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by applicable law.

          6.2. Choice Of Law. This Agreement shall be construed and interpreted, and the rights of the Parties shall be determined, in accordance with the laws of the State of New York (without reference to the choice of law provisions of New York law).

          6.3. Amendments; Waivers. This Agreement (including the exhibits and schedules attached hereto) may not be amended or modified except in a writing executed by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof or thereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing.

          6.4. Transfers of Interests. Except as expressly permitted in this Agreement, no Party shall in any way, directly or indirectly, sell, exchange, transfer, hypothecate, gift, bequeath, convey in trust, pledge, mortgage, grant a security interest in, assign, encumber, or otherwise

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dispose of all or any portion of such Party’s Junior Debt Obligations, Common Stock, Series B Preferred Stock or Series A Preferred Stock, including by merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise (a “Transfer”), and any such purported Transfer shall be null and void ab initio unless in connection with and as a condition to such Transfer (i) the transferee executes and delivers to Holdings and Victory a joinder or joinders, in form and substance satisfactory to Holdings and Victory, assuming and agreeing to be bound by all of the terms and conditions of this Agreement and each other Restructuring Document to which the transferor is a party, together with such other instruments and documents as may be necessary to bind such transferee to the terms of this Agreement and such other Restructuring Documents, (ii) the Transfer is effected in compliance with applicable federal and state securities laws (as confirmed by a written opinion addressed to Holdings from counsel to transferee that is reasonably acceptable to the board of directors), and (iii) the transferee pays all reasonable expenses incurred by Holdings in connection with such Transfer. Notwithstanding the foregoing, a pledge or grant of a security interest in any such obligations or security to secure a “bona fide” loan shall in no event be deemed a Transfer for purposes of this Agreement, however a foreclosure, transfer in lieu of foreclosure or other exercise of rights or remedies under any such pledge or security interest shall be deemed to constitute a Transfer hereunder.

          6.5. Successors And Assigns; Third Party Beneficiaries. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party, without the prior written consent of the other Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective Releasors and Releasees, and the respective successors and permitted assigns of the Parties and such Releasors and Releasees. Any Releasee who is not named as a party to this Agreement shall have the rights of an intended third-party beneficiary with respect to the provisions of the releases in its or his favor. Except as set forth in the immediately preceding sentence, no other Person not a Party shall be deemed a third-party beneficiary of any provision of this Agreement or shall otherwise be entitled to enforce any provision hereof.

          6.6. Counterparts. This Agreement may be executed by any number of counterparts and by different Parties and separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Executed signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Any Party may execute and deliver a counterpart of this Agreement by delivery by facsimile or email transmission of a signature page of this Agreement signed by such Party, and any such facsimile signature shall be treated in all respects as having the same effect as having an original signature. Any Party delivering by facsimile transmission a counterpart executed by it or him shall promptly thereafter also deliver a manually signed counterpart.

          6.7. Headings. The titles, captions or headings in this Agreement are included herein or therein for convenience of reference only and shall not constitute a part of this Agreement for any purpose.

          6.8. Defined Term; Pronouns. Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or

17

more of the members of the relevant class. The terms “hereunder,” “herewith,” “hereby,” “herein” and “hereof” refer to this Agreement in its entirety, including all attached schedules and exhibits, and not to any individual provision or Section of this Agreement. Neuter or masculine pronouns used herein shall be deemed to refer to the masculine and the feminine as the context so indicates.

     6.9. Notices. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any Party to any other Parties shall be in writing and shall be deemed effective upon actual receipt if delivered personally; on the date receipt is acknowledged or refused if mailed by certified mail, postage prepaid, return receipt requested; on the next business day if by overnight delivery by a nationally recognized, reputable, overnight courier; upon transmission when sent by facsimile (with such facsimile promptly confirmed by delivery of a copy by personal delivery as provided in this Section 6.7); and in any such case shall be addressed as follows:

If to the Global Parties, addressed to:

c/o Global Employment Solutions, Inc.
10375 Park Meadows Dr., Suite 375
Lone Tree, Colorado 80124
Fax No.: (303) 216-9533
Attention: Chief Financial Officer

If to Victory, addressed to:

227 West Monroe Street
Suite 3900
Chicago, IL 60606
Fax No.: (312) 701-0794
Attention: Scott R. Zemnick

If to Brill, addressed to:

Howard Brill
Personal and Confidential
10375 Park Meadows Dr., Suite 375
Lone Tree, CO 80124
Facsimile: (303) 216-9594

               If to any Junior Lender, addressed to the address specified on the applicable signature page hereof

               If to any Series A Holder, addressed to the address specified on the applicable signature page hereof

                    or to such other place and with such other copies as any Party may designate to itself or himself by written notice to the other Parties.

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          6.10. Entire Agreement. This Agreement and the Restructuring Documents contain the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, covenants, arrangements, communications, representations or warranties made, whether oral or written, by the Parties or by any officer, employee or representative of any Party.

          6.11. Further Assurances. Each Party will use its or his reasonable best efforts to cause all of the conditions to its or his and the other Parties’ obligations hereunder to be timely satisfied and to perform and fulfill all obligations on its or his part to be performed and fulfilled under this Agreement and the Restructuring Documents to the end that the transactions contemplated by this Agreement and the Restructuring Documents shall be effected in accordance with the terms hereof. At all times before, on or after the Execution Date, each Party will, and will cause its or his respective affiliates to, cooperate in good faith with the other Parties and will, and will cause its or his respective affiliates to, promptly take all appropriate action and execute any and all documents, instruments or conveyances of any kind which any other Party may reasonably request to consummate or implement any of the transactions contemplated hereby or thereby or to evidence such events or matters. In furtherance and not in limitation of the foregoing, if for any reason Holdings shall have failed to obtain the requisite votes or consents of Holdings’ stockholders for the adoption and approval of the Series A Amendment or the Authorized Shares Amendment or, if applicable, any other transaction contemplated by this Agreement, and the Second Restructuring Closing shall not have occurred, on or prior to the Second Restructuring End Date, then the Parties shall negotiate in good faith to restructure the transactions contemplated by this Agreement so as to obtain the same substantive economic and business terms contemplated hereby and thereby, and to the extent required by applicable law, Holdings shall resubmit the Series A Amendment and/or the Authorized Shares Amendment to its stockholders for approval, with the timing of such resubmission to be determined by Victory in its sole discretion.

          6.12. Parties’ Use Of Legal Counsel And Construction Of Agreement. Each of the Parties hereby acknowledges that it or he has been advised by, or has had the opportunity to be advised by, its or his own legal counsel in connection with the negotiation, drafting, execution, and delivery and consummation of this Agreement (including, without limitation, the release and covenant not to sue provisions hereof). The Parties agree and acknowledge that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, exhibits or schedules thereto. Each Party has entered into this Agreement freely and voluntarily, without coercion, duress, distress or under influence by any other Persons or its, his or her respective stockholders, directors, officers, partners, agents or employees.

          6.13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner to be effective, enforceable and valid under applicable law, but if any provision of this Agreement shall be prohibited by or unenforceable or invalid under applicable law, the Parties affected thereby shall negotiate in good faith to modify this Agreement so as to effect the original intent of such Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by such provision be consummated as originally contemplated to the fullest extent possible, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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          6.14. Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be irreparably damaged in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that there is no adequate remedy at law with respect to any such breach. Accordingly, each of the Parties and their respective permitted successors and assigns agrees that the other Parties or their respective permitted successors and assigns shall, in addition to any other remedy to which they may be entitled, at law or in equity, be entitled to injunctive or other relief to prevent breaches or alleged or threatened breaches of the provisions of this Agreement and to specifically enforce this Agreement and the terms and provisions hereof in any action instituted in any court of competent jurisdiction.

          6.15. WAIVER OF RIGHT TO JURY. EACH OF THE PARTIES WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, this Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party as of the date first set forth above.

GLOBAL PARTIES:

GLOBAL EMPLOYMENT HOLDINGS, INC.

By:

Name: Paige Burkes

Its: Chief Financial Officer

EXCELL PERSONNEL SERVICES CORPORATION

By:

Name: Paige Burkes

Its: Executive Vice President

TEMPORARY PLACEMENT SERVICE,
INC., f/k/a Michaels & Associates, Inc. and
successor by merger to Temporary Placement
Service, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., f/k/a Southeastern Personnel Management, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS, INC.

By:

Name: Paige Burkes

Its: Chief Financial Officer

FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a Southeastern Staffing, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

MAIN LINE PERSONNEL SERVICES, INC.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., f/k/a Bay HR, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS
PEO II INC., f/k/a Southeastern Staffing II,
Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS
PEO VII INC., f/k/a Southeastern Staffing IV,
Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., f/k/a Southeastern Staffing VI, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS
PEO IV INC., f/k/a Southeastern Georgia HR,
Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., f/k/a Southeastern Staffing III, Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS
PEO VIII INC., f/k/a Southeastern Staffing V,
Inc.

By:

Name: Paige Burkes

Its: Executive Vice President

KEYSTONE ALLIANCE, INC.

By:

Name: Paige Burkes

Its: Executive Vice President

VICTORY:

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

By: Victory Park Capital Advisors, LLC

Its: Investment Manager

By:

Name:

Its:

Security Ownership:

VICTORY PARK MANAGEMENT, LLC

By:

Name:

Its:

BRILL:

                                                            
Howard Brill

Security Ownership:

JUNIOR LENDERS:

CAPITAL RESOURCES GROWTH, INC.

By:

Name: Charles Gwirtsman

Its: President

Address for Notices:

Security Ownership:

JUNIOR LENDERS:
GWIRTSMAN FAMILY PARTNERS, LLC
By:
Name:	Charles Gwirtsman
Its:	Manager
Address for Notices:
Security Ownership:

JUNIOR LENDERS:

Luci Altman

Address for Notices:

Security Ownership:

JUNIOR LENDERS:

Gregory Bacharach

Address for Notices:

Security Ownership:

JUNIOR LENDERS:

Richard Goldman

Address for Notices:

Security Ownership:

JUNIOR LENDERS:

Steven Pennington

Address for Notices:

Security Ownership:

JUNIOR LENDERS:

Jay Wells

Address for Notices:

Security Ownership:

JUNIOR LENDERS:

Kenneth Michaels

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

AMATIS LIMITED

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

DIAMOND OPPORTUNITY FUND, LLC

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

ENABLE OPPORTUNITY PARTNERS LP

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

PIERCE DIVERSIFIED STRATEGY
MASTER FUND LLC

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:
CAPITAL RESOURCES GROWTH, INC.
By:
Name:	Charles Gwirtsman
Its:	President
Address for Notices:
Security Ownership:

SERIES A HOLDERS:

ENABLE GROWTH PARTNERS LP

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

LAKEVIEW FUND, LP

By:

Name:

Its:

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Tariq Jawad

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Steven List

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Steven Pennington

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Fred Viarrial

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Dan Hollenbach

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Terry Koch

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Kenneth Michaels

Address for Notices:

Security Ownership:

SERIES A HOLDERS:

Noam J. Rubinstein

Address for Notices:

Security Ownership:

Schedule A

RESTRUCTURING TERMS

I. Amendment and Conversion of Junior Debt Obligations

Effective at the First Restructuring Closing, the Original Junior Notes shall be amended to provide for the conversion of Original Junior Notes into shares of Series B Preferred Stock instead of shares of Common Stock. Immediately following the effectiveness of such amendment, each Junior Lender shall convert sixty percent (60%) of the aggregate principal amount of Original Junior Notes held by such Junior Lender into shares of Series B Preferred Stock at a ratio of $1,000 aggregate principal amount of Original Junior Notes to 14.8492254 shares of Series B Preferred Stock.

The Global Parties shall pay in cash to each Junior Lender a conversion fee equal to 1.0% of the aggregate principal amount of the Original Junior Notes being converted by such Junior Lender. The conversion fee shall be payable out of cash flow of the Global Parties, but no later than December 31, 2009.

II. Amendment and Restatement of Junior Notes

Effective at the First Restructuring Closing, the Original Junior Notes shall be amended and restated to provide the following terms for the Original Junior Notes (other than the portion of the Original Junior Notes converted into Series B Preferred Stock pursuant to Part I above):

Aggregate Principal Amount: $16,490,901.29 (as reduced or increased from time to time in accordance with the terms hereof).

Amortization: Beginning on November 1, 2009 and continuing each successive month thereafter until Maturity, Holdings shall repay the Aggregate Principal Amount in cash in an amount per month equal to the lesser of (a) the sum of (i) $100,000 and (ii) the Gross-up Amount and (b) the sum of (i) the amount of Availability (as defined in the Senior Credit Agreement) on each payment date and (ii) the amount of the Holdings’ cash on hand on each payment date. “Gross-up Amount” shall be defined as the amount by which the aggregate amount of amortization payments paid prior to such payment date is less than the product of (a) $100,000 multiplied by (b) the number of payment dates that have preceded such payment date.

Cash Flow Sweeps: Beginning thirty days after the last day of fiscal January 2010 and continuing each successive quarter thereafter until Maturity, Holdings shall repay the Aggregate Principal Amount in cash in an amount equal to (a) 25% multiplied by (b) the Excess Cash Flow for such period (the “CF Sweep”); provided that the amount of any such CF Sweep shall not exceed (a) Availability (as defined in the Senior Credit Agreement) as of the last day of such period less (b) $1,500,000. “Excess Cash Flow” shall be defined as EBITDA less total scheduled debt service (including, without limitation, the Amortization), less net working capital, less capital expenditures (as agreed between Holdings and Victory).

Cash Flow True Ups: Beginning thirty days after the last day of fiscal July 2010 and continuing each successive six month anniversary thereafter until Maturity, Holdings shall repay the Aggregate Principal Amount in cash in an amount equal to (a) 75% multiplied by (b) the Excess Cash Flow for such period (the “CF True Up”); provided that the amount of any such CF True Up shall not exceed (a) Availability (as defined in the Senior Credit Agreement) as of the last day of such period less (b) $1,500,000; provided further that CF Sweeps paid during such period shall be credited against the CF True Up.

Prepayments: Holdings shall have the right (but not the obligation) to voluntarily prepay the Aggregate Principal Amount and the Junior Preference Amount in full or in part in cash; provided that any such prepayment of the Aggregate Principal Amount shall be in an amount equal to 105% of the amount being so prepaid (a “Prepayment Amount”). For the avoidance of doubt, Amortization, CF Sweeps, CF True-Ups and the prepayment of Junior Preference Amount shall not be subject to the payment of a Prepayment Amount.

Junior Note Payments: All cash payments by Holdings to the Junior Lenders pursuant to Amortization, Cash Flow Sweeps, Cash Flow True Ups, Prepayments or otherwise (collectively, the “Junior Obligation Reductions”) shall be allocated to reduce the Aggregate Principal Amount until the Aggregate Principal Amount has been reduced to $8,255,600 (the “Junior Face Floor”). Upon hitting the Junior Face Floor, the Junior Obligation Reductions shall be allocated to reduce the Junior Preference Amount. Once the Junior Preference Amount has been paid in full in cash, the Junior Obligation Reductions shall again be allocated to reduce the Aggregate Principal Amount.

Conversion: The Junior Debt Obligations shall not be convertible into equity of Holdings.

Accrued Interest: Any and all interest or otherwise accrued and unpaid amounts as of the Restructuring Effective Date shall be payable on October 1, 2009.

Cash Interest: 9% per annum (the “Cash Interest”). The Cash Interest shall accrue from the Restructuring Effective Date and be payable quarterly in cash in arrears beginning on September 30, 2009 and continuing each quarter thereafter (each such payment date, an “Interest Payment Date”).

PIK Interest: 8% per annum (the “PIK Interest” and, together with Cash Interest, the “Interest”). The PIK Interest shall accrue quarterly beginning on the Restructuring Effective Date and be capitalized and added to the principal of the Junior Debt Obligations on each Interest Payment Date.

Junior Preference Amount: Two times the Aggregate Principal Amount (the “Junior Preference Amount”). The Junior Preference Amount shall be payable in cash in full in order to fully defease or satisfy the Junior Debt Obligations regardless of sale, refinancing, liquidation or otherwise.

Junior Waterfall: No Person other than the Senior Lender (pursuant only to the Senior Credit Documents) and the Junior Lenders shall receive any cash or other distribution prior to the Junior Lenders receiving in full in cash the (i) Interest, (ii) Junior Preference Amount, (iii) Aggregate Principal Amount, and (iv) all other Junior Debt Obligations; provided that the management of

the Global Parties shall receive cash distributions pursuant the management incentive plan of the Company (as applicable) following the Junior Lenders receiving in full in cash the Interest.

Required Lenders: Shall at any time be Junior Lenders then holding at more than 66-2/3% of the aggregate principal amount of Junior Debt Obligations then outstanding.

Senior Debt Limitation: So long as any Junior Debt Obligations are outstanding and without the express written consent of Required Lenders, the Global Parties may not incur any debt senior or pari passu to the Junior Debt Obligations other than the Senior Debt Obligations. The Senior Debt Obligations shall be capped at $7,500,000.

Future Offerings: So long as any Junior Debt Obligations are outstanding and without the express written consent of Required Lenders, the Global Parties may not issue any debt or equity securities (including debt securities with an equity feature); provided however that Holdings may issue Common Stock and options to purchase Common Stock pursuant to any current employee compensation plans.

Reporting: Package shall be delivered on a quarterly and yearly basis and include the information similar to what is required to be delivered to Senior Lender pursuant to the Senior Credit Documents (as in effect on the date hereof).

Term: The Junior Debt Obligations shall become due and payable on the two (2) year anniversary of the Restructuring Effective Date (the “Maturity”); provided however that the Maturity shall automatically extend for a period of one (1) year unless notice of cancellation is provided by the Required Lenders.

III. Amendment and Conversion of Series A Preferred Stock

Effective at the First Restructuring Closing, the holders of the Series A Preferred Stock shall enter into an amendment and conversion agreement to provide for the following transactions:

Upon subsequent receipt of approval from the requisite stockholders of Holdings, effective at the Second Restructuring Closing, the terms of the Series A Preferred Stock shall be amended to provide for the conversion of shares of Series A Preferred Stock into shares of Series B Preferred Stock and remove a restrictive blocker on voting rights. Immediately following the effectiveness of such amendment, each Series A Holder shall convert one hundred percent (100%) of the Series A Preferred Stock held by such Series A Holder (including any and all interest, dividends, premiums or otherwise accrued and unpaid amounts as of the Second Restructuring Closing) into shares of Series B Preferred Stock at a ratio of one share of Series A Preferred Stock to 2.92649 shares of Series B Preferred Stock. A conversion fee in an amount equal to 0.75% of the aggregate principal amount of Series A Preferred Stock being converted by each Series A Holder shall be payable in cash out of cash flow of the Global Parties, but in any event by no later than the later of (i) December 31, 2009 or (ii) 60 days following the conversion thereof.

IV. Amendment and Exercise of Warrants

At the First Restructuring Closing, Holdings and Victory Fund shall amend the warrant attached as Exhibit A-1 hereto to provide that the calculation of the number of shares issuable upon the exercise of such warrant shall be determined on a pro forma basis after giving effect to the consummation of the Second Restructuring Closing.

V. Victory Fee Letter

At the First Restructuring Closing, the Global Parties shall pay to VPM, as collateral agent for the Junior Lenders, a monthly maintenance fee in an amount equal to $2,500, which shall be payable in cash monthly in arrears. The Global Parties shall reimburse Victory for all fees and expenses (including reasonable attorneys’ fees) incurred in connection with the Restructuring. The Global Parties shall indemnify Victory of all liabilities arising out of the Restructuring.

VI. Amendment to Senior Credit Agreement

Effective at the First Restructuring Closing, the Senior Credit Agreement shall be amended to:

(i) acknowledge that the outstanding principal balance of all Term Advances and of the 2009 Term Advance shall be deemed paid in full;

(ii) to provide for new financial covenant levels satisfactory to the Senior Lender, Victory and Holdings;

(iii) to revise certain definitions, including those of “Borrowing Base,” “Change of Control” and “Fundamental Transaction,” in a manner satisfactory to the Senior Lender, Victory and Holdings; and

(iv) to revise the covenant regarding management salaries to reflect that Holdings will no longer have a compensation committee.

The Senior Lender shall consent in such amendment to the Restructuring and the entrance into the Restructuring Documents by the Global Parties.

VII. Amendment and Restatement of Subordination Agreement

Effective at the First Restructuring Closing, the Subordination Agreement shall be amended to:

(i) narrow the definition of “Subordinated Indebtedness” to only capture indebtedness and obligations owing under the Junior Debt Documents;

(ii) revise Section 3(a) to permit new amortization payments, excess cash flow sweeps, conversion fees and prepayment premiums and other amounts owing under the Junior Debt Documents, and delete the cap contained therein;

(iii) revise Section 3(b) to refer to $750,000 minimum availability instead of $1,500,000;

(iv) reference the Series B Preferred Stock in Section 3(c);

(v) revise the definition of “Subordinated Notes” to include the amended and restated Junior Notes; and

(iii) include notice information for VPM.

Senior Lender shall consent to the Global Parties’ execution of the Restructuring Documents and the consummation of the Restructuring.

EX-99.3

Exhibit 3

SENIOR SECURED CONVERTIBLE NOTES AMENDMENT
AND CONVERSION AGREEMENT

     This SENIOR SECURED CONVERTIBLE NOTES AMENDMENT AND CONVERSION AGREEMENT (this “Agreement”) is entered into as of September 30, 2009 (the “Closing Date”), by and between Global Employment Holdings, Inc., a Delaware corporation (“Global”), and the holders of Global’s Senior Secured Convertible Notes (each, as amended, supplemented or otherwise modified from time to time prior to the date hereof, a “Subdebt Note” and, collectively, the “Subdebt Notes”) listed on the signature pages hereto (each, a “Subdebt Holder” and collectively, the “Subdebt Holders”). Each of Global and each Subdebt Holders is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

     WHEREAS, Global sold and issued the Subdebt Notes on March 31, 2006 pursuant to the terms of a Notes Securities Purchase Agreement by and among Global and the purchasers party thereto (the “Securities Purchase Agreement”);

     WHEREAS, the Subdebt Notes are convertible into shares of Global’s Common Stock, par value $0.001 per share (the “Common Stock”), pursuant to their terms;

     WHEREAS, Global, the Subdebt Holders and certain other parties thereto are parties to the Restructuring Support Agreement of even date herewith (the “Restructuring Agreement”) pursuant to which the parties thereto have agreed, among other things, to restructure certain indebtedness of Global and its direct and indirect subsidiaries (the “Restructuring”); and

     WHEREAS, pursuant to the Restructuring Agreement, Global and the Subdebt Holders agreed to (a) amend the terms of the Subdebt Notes to provide that the Subdebt Notes may be converted exclusively into shares of Global’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), (b) convert 60 percent of the outstanding principal amount of the Subdebt Notes on the Closing Date into Series B Preferred Stock (the “Conversion”) and (c) amend and restate the Subdebt Notes.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

AGREEMENT

Article I
Definitions

     1.1 Recitals. The Recitals above are incorporated by reference into and made a part of this Agreement.

     1.2 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

     “Action” means any judicial or administrative action, claim, suit, investigation, hearing, demand or proceeding by or before any Governmental Authority.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York or Colorado are authorized or obligated to close.

     “Conversion Fee” means a fee payable in cash to each Subdebt Holder that converts 60 percent of its or his Subdebt Notes pursuant to Article II in an amount equal to 1.0 percent of the outstanding aggregate principal amount of the Subdebt Notes so converted.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Governmental Authority” means any foreign, federal, state or local government, governmental authority, regulatory or administrative agency, governmental commission, court or tribunal (or any department, agency, bureau, division or subdivision thereof).

     “Law” shall mean any foreign, federal, state or local statute, law, treaty, ordinance, regulation, rule, judgment, decree, writ, injunction, or judicial or administrative order.

     “Lien” means any (a) mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest and (b) purchase option, preemptive right, right of first refusal, call or similar right of a third party with respect to such securities.

     “Person” means any individual, partnership, limited liability company, limited liability partnership, corporation, incorporated or unincorporated association, joint stock company, trust, joint venture, unincorporated organization or Governmental Authority.

     “Securities Act” means the Securities Act of 1933, as amended.

Article II
Amendment of the Subdebt Notes; Conversion of the Subdebt Notes;
Amendment and Restatement of the Subdebt Notes

     2.1 Amendment of the Subdebt Notes; Conversion. Subject to the satisfaction (or waiver) of the conditions set forth in Section 5 hereof, on the Closing Date, (a) Global and the Subdebt Holders hereby consent to and agree to amend the terms of the Subdebt Notes as set forth in the Third Amendment to Senior Secured Convertible Notes attached hereto as Exhibit A (the “Subdebt Amendment”), which shall provide that each $1.00 of outstanding principal

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amount of Subdebt Notes may convert into 1/67.3435801 share of Series B Preferred Stock, and (b) immediately following the effectiveness of the Subdebt Amendment, each Subdebt Holder hereby converts 60 percent of the outstanding aggregate principal amount of its or his Subdebt Notes into Series B Preferred Stock as set forth on Schedule A in accordance with the terms of the Subdebt Notes, as amended by the Subdebt Amendment. The terms of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation attached hereto as Exhibit B (the “Series B Certificate of Designation”).

     2.2 Conversion Procedure; Shareholders’ Agreement. Notwithstanding the conversion procedures set forth in Section 3(c)(i) of the Subdebt Notes, the Parties agree that the Conversion shall be effective prior to the receipt of a certificate of shares of Series B Preferred Stock and upon the Conversion each Subdebt Holder shall be entitled to all rights and privileges afforded to a holder of Series B Preferred Stock under the Series B Certificate of Designation with respect to the principal amount of the Subdebt Notes converted without any requirement on the part of Global to deliver stock certificates to the Subdebt Holders. Upon the Conversion, each Subdebt Holder agrees to enter into the Shareholders’ Agreement, of even date herewith, by and among, inter alia, Global and the holders of shares of Series B Preferred Stock, a copy of which is attached hereto as Exhibit C (the “Shareholders’ Agreement”). Following the Conversion, and in any event on or before December 31, 2009, Global shall pay to each Subdebt Holder that converts 60 percent of its or his Subdebt Notes pursuant to this Article II, the Conversion Fee. If necessary, fractional shares of Series B Preferred Stock may be issued in connection with the Conversion; provided, however, that any such fractional shares shall be rounded to the nearest one-thousandth of a share of Series B Preferred Stock.

     2.3 Approval of Amended and Restated Subdebt Notes. Immediately following the Conversion, Global and the Subdebt Holders hereby agree to amend and restate (the “Amendment/Restatement”) the terms of the Subdebt Notes as set forth in the form of Amended and Restated Senior Secured Note attached hereto as Exhibit D (the “A&R Note”), and as promptly as practicable thereafter, (a) each Subdebt Holder shall deliver, or cause to be delivered, to Global its or his original Subdebt Note and (b) upon receipt thereof, Global shall deliver to each Subdebt Holder an original A&R Note in the respective principal amount and preference amount set forth on Schedule A hereto.

     2.4 Termination of the Notes Transaction Documents and Waiver of any Defaults or Rights Thereunder. The Subdebt Holders and Global hereby agree to terminate the Securities Purchase Agreement, the Registration Rights Agreement (as defined in the Securities Purchase Agreement) and the Joinder Agreement to the Notes Securities Purchase Agreement, dated as of March 31, 2006, executed by Global (collectively, the “Notes Transaction Documents”) effective immediately upon the Closing Date. The Subdebt Holders acknowledge and agree that this Agreement, the Restructuring Agreement, the Subdebt Amendment, the Amendment/Restatement and the consummation of the transactions contemplated hereby and thereby shall not be deemed to constitute nor to cause a default under, or any violation or breach of, any Notes Transaction Document, the Security Documents (as defined in the Securities Purchase Agreement) or the Subdebt Notes. The Subdebt Holders hereby irrevocably waive any such default, violation or breach, as well as any other rights, remedies, privileges, claims, demands, causes of action, liabilities and losses, whether in law or in equity, whether under contract or otherwise, of any nature whatsoever, known or unknown, suspected or unsuspected,

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fixed or contingent, and whether representing a past, present or future obligation, under the Notes Transaction Documents, the Security Documents and the Subdebt Notes that existed or may have existed on or prior to the Closing Date (or any time thereafter) or arise as a result of the consummation of the transactions contemplated by this Agreement (including the termination of the Notes Transaction Documents), the Restructuring Agreement, the Subdebt Amendment or the Amendment/Restatement.

     2.5 Restricted Securities. The A&R Notes and the shares of Series B Preferred Stock issued upon the Conversion are being issued pursuant to an exemption from the prospectus delivery and registration requirements of the Securities Act. Each Subdebt Holder acknowledges and agrees that: (a) the A&R Note held by such Subdebt Holder is a restricted security within the meaning of Rule 144 promulgated under the Securities Act and that the shares of Series B Preferred Stock issued upon the Conversion are also restricted securities within the meaning of Rule 144 promulgated under the Securities Act; and (b) the A&R Note and the shares of Series B Preferred Stock issued upon the Conversion may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with all applicable securities laws. Accordingly, the A&R Notes and the certificates representing the shares of Series B Preferred Stock issued upon the Conversion shall bear any legend that is required by the “blue sky” laws of any state and a restrictive legend in substantially the following respective form (and a stop-transfer order may be placed against transfer of such stock certificates):

in the case of the A&R Notes:

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 12(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN OR GREATER THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF. THIS INSTRUMENT IS SUBJECT TO THE TERMS OF AN AMENDED AND RESTATED SUBORDINATION AGREEMENT BY THE HOLDER OF THIS NOTE IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION,

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ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED AS OF SEPTEMBER 30, 2009, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

in the case of the Series B Preferred Stock:

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

GLOBAL EMPLOYMENT HOLDINGS, INC. IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OF CAPITAL STOCK. PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, GLOBAL EMPLOYMENT HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

Furthermore, each Subdebt Holder acknowledges and agrees that the shares of Series B Preferred Stock received upon the Conversion shall be subject to the restrictions set forth in the Shareholders’ Agreement, and that the certificate representing the shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear a restrictive legend in substantially the following form:

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY

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BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.

Article III
Representations and Warranties of the Subdebt Holders

     Each Subdebt Holder, severally and not jointly, hereby represents and warrants to Global as follows:

     3.1 Organization and Authorization. If a legal entity, the Subdebt Holder is duly formed, organized or incorporated, as the case may be, validly existing and in good standing under the laws of the state or country of its formation, organization or incorporation. If and as applicable, the Subdebt Holder has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, to consent to the Subdebt Amendment and the Amendment/Restatement, and to complete the Conversion. If and as applicable, all actions or proceedings to be taken by or on the part of the Subdebt Holder to authorize and permit the execution and delivery by the Subdebt Holder of this Agreement and the instruments required to be executed and delivered by the Subdebt Holder pursuant hereto, the performance by the Subdebt Holder of its obligations hereunder and thereunder and the consummation by the Subdebt Holder of the transactions contemplated herein and therein have been duly and properly taken. This Agreement has been duly executed and delivered by the Subdebt Holder, constitutes its or his legal, valid and binding obligation, and is enforceable in accordance with its terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and to general principles of equity.

     3.2 Noncontravention. The execution and delivery of this Agreement, the other documents contemplated herein, including the consent to the Subdebt Amendment and the Amendment/Restatement, and the consummation of the transactions contemplated herein and therein do not or will not result in: (a) a conflict with or a breach of any provision of the Subdebt Holder’s certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or other company governance documents, if a legal entity; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which the Subdebt Holder is a party, by which it or he is bound or to which any of its or his assets is subject; or (c) a violation by the Subdebt Holder of any Law. The Subdebt Holder is not required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with the Subdebt Holder’s execution, delivery and performance of this Agreement or any of the other documents contemplated herein or the consummation of the transactions contemplated herein or therein, except for except for (i) such consents and approvals which are

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specifically described in the Restructuring Agreement and which consents and approvals have been duly and properly obtained on or before the Closing Date, (ii) Schedule 13D filings or amendments to Schedule 13Ds that are required to be made under the Exchange Act, and (iii) any filings that are required to be made under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

     3.3 Ownership of, and Rights to Convert, the Subdebt Notes. Immediately prior to the Conversion, the Subdebt Holder is the beneficial and record owner of the Subdebt Note in the principal amount set forth next to the Subdebt Holder’s name on Schedule A, free and clear of any Liens. Subject to the terms of this Agreement, (a) the Subdebt Holder has the full right, power and authority to (i) consent to the Subdebt Amendment and the Amendment/Restatement, and (ii) convert all or any portion of the outstanding aggregate principal amount of the Subdebt Note held by the Subdebt Holder into shares of Series B Preferred Stock pursuant to this Agreement and the Subdebt Amendment, free and clear of any Liens, and (b) there are no agreements restricting (i) the right of such Subdebt Holder to consent to the Subdebt Amendment or the Amendment/Restatement, or (ii) the conversion by the Subdebt Holder of all or any portion of the outstanding aggregate principal amount of the Subdebt Note held by the Subdebt Holder into shares of Series B Preferred Stock or the Subdebt Holder’s ability to consummate the transactions contemplated by this Agreement. Neither the Subdebt Note, the A&R Note to be held by such Subdebt Holder following the Amendment/Restatement nor the shares of Series B Preferred Stock into which all or any portion of the outstanding aggregate principal amount of the Subdebt Note held by the Subdebt Holder is being converted pursuant to this Agreement is subject, contingent or otherwise, to (x) any outstanding option, warrant, call, or similar right of any other Person to acquire the same, (y) any restriction on transfer or voting except under applicable U.S. federal and state securities Laws, or (z) any voting agreement, voting trust, proxy or any similar arrangement regarding the right to vote or provide consent on account of such Subdebt Note, A&R Note, shares of Series B Preferred Stock or any other securities held by such Subdebt Holder, in each case other than as set forth in the Shareholders’ Agreement. The Subdebt Holder has not previously sold, transferred or disposed of all or any portion of its or his Subdebt Note.

     3.4 Litigation. There is no Action pending, or to the knowledge of the Subdebt Holder, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by the Subdebt Holder of this Agreement or otherwise affecting any of the Subdebt Holder’s interest in its or his Subdebt Note, the shares of Series B Preferred Stock into which all or any portion of the outstanding aggregate principal amount of the Subdebt Note held by the Subdebt Holder is being converted pursuant to this Agreement or the Subdebt Holder’s ability to consummate the transactions contemplated by this Agreement, including, without limitation, the Subdebt Amendment, the Conversion and the Amendment/Restatement.

     3.5 Investor Representations.

          (a) The Subdebt Holder is acquiring the Series B Preferred Stock issuable upon conversion of a portion of the principal amount of the Subdebt Note held by the Subdebt Holder for its or his own account, not as a nominee or agent, and not with a view to or for distributing or reselling any of the shares of Series B Preferred Stock, or any part thereof. The

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Subdebt Holder has no present intention of selling, granting any participation in or otherwise distributing shares of the Series B Preferred Stock. Notwithstanding the foregoing, by making the representations herein, the Subdebt Holder does not agree to hold the shares of Series B Preferred Stock for any minimum or other specific term and reserves the right to dispose of any shares of Series B Preferred Stock at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Except as otherwise disclosed to Global with respect to any potential sale, transfer, distribution or grant of participation to the Subdebt Holder’s Affiliates, the Subdebt Holder does not have any agreement, arrangement or understanding, directly or indirectly, with any Person to sell, transfer, distribute or grant any participation in all or any part of the shares of Series B Preferred Stock received upon conversion of its or his Subdebt Note pursuant to the terms of this Agreement.

          (b) At the time the Subdebt Holder was offered the Series B Preferred Stock and as of the Closing Date, the Subdebt Holder was and is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

          (c) The Subdebt Holder is not a registered broker-dealer under Section 15 of the Exchange Act.

          (d) The Subdebt Holder understands and acknowledges that the Series B Preferred Stock and the Conversion will not be registered under the Securities Act on the grounds that the Conversion and issuance of the Series B Preferred Stock contemplated by this Agreement are exempt from registration.

          (e) The Subdebt Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Series B Preferred Stock, and has so evaluated the merits and risks of such investment. The Subdebt Holder has received all the information it or he has requested from Global and considers necessary or appropriate for deciding whether to acquire the Series B Preferred Stock. The Subdebt Holder is able to bear the economic risk of an investment in the Series B Preferred Stock, and, at the present time, is able to afford a complete loss of such investment.

          (f) The Subdebt Holder is not acquiring the Series B Preferred Stock as a result of any advertisement, article, notice or other communication regarding the Series B Preferred Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or other general solicitation or general advertisement.

Article IV
Representations and Warranties of Global

     Global hereby represents and warrants to the Subdebt Holders as follows:

     4.1 Organization and Authorization. Global is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Global has the requisite power and authority to execute and deliver this Agreement, the Subdebt Amendment and the A&R Notes and to perform its obligations hereunder and thereunder. All actions or proceedings

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to be taken by or on the part of Global to authorize and permit the execution and delivery by Global of this Agreement, the Subdebt Amendment and the A&R Notes and the instruments required to be executed and delivered by Global pursuant hereto and thereto, the performance by Global of its obligations hereunder and thereunder and the consummation by Global of the transactions contemplated herein and therein have been duly and properly taken. This Agreement, the Series B Certificate of Designation, the Subdebt Amendment and the A&R Notes have been duly executed and delivered by Global, constitute its legal, valid and binding obligations and are enforceable in accordance with their terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and to general principles of equity.

     4.2 Noncontravention. The execution and delivery of this Agreement, the Subdebt Amendment and the A&R Notes, the other documents contemplated herein and therein, and the consummation of the transactions contemplated herein and therein, do not or will not result in: (a) a conflict with or a breach of any provision of Global’s certificate of incorporation, bylaws or other governing documents; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which Global is a party, by which it is bound or to which any of its assets is subject; or (c) a violation by Global of any Law. Neither Global nor any of its subsidiaries is required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with Global’s execution, delivery and performance of this Agreement, the Subdebt Amendment and the A&R Notes or any of the other documents contemplated herein or therein or the consummation of the transactions contemplated herein or therein, except for (i) such consents and approvals which are specifically described in the Restructuring Agreement and which consents and approvals have been duly and properly obtained on or before the Closing Date, (ii) the filing of a Form D, if necessary, under Regulation D promulgated under the Securities Act, and (iii) any filings required to comply with state securities laws in connection with the consummation of the transactions contemplated hereby.

     4.3 Series B Preferred Stock. Global’s board of directors, at a meeting duly called and held or by action by written consent in lieu of meeting, unanimously adopted resolutions approving the Series B Certificate of Designation.

     4.4 Litigation. There is no Action pending, or to the knowledge of Global, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by Global of this Agreement, the Subdebt Amendment and the A&R Notes or otherwise affecting the ability of Global to consummate the transactions contemplated hereby or thereby, including, without limitation, the Subdebt Amendment, the Conversion and the Amendment/Restatement.

     4.5 Exemption from Registration. Based upon the accuracy and completeness of the representations and warranties of the Subdebt Holders under Section 3.5 of this Agreement, the issuance of the shares of Series B Preferred Stock by Global is exempt from registration under the Securities Act.

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     4.6 No General Solicitation. None of Global, any of its Affiliates, or any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the Subdebt Amendment, the Conversion, the Amendment/Restatement and the issuance of the Series B Preferred Stock and the A&R Notes. Except for payments to Stifel, Nicolaus & Company, Incorporated for which the Subdebt Holders shall not be liable, Global shall not be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions relating to or arising out of this Agreement and the transactions contemplated hereby. Global shall pay, and hold the Subdebt Holders harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

     4.7 No Integrated Offering. None of Global or, to Global’s knowledge, any of its Affiliates or any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the shares of Series B Preferred Stock or cause the issuance of the shares of Series B Preferred Stock to be integrated with prior offerings by Global for purposes of the Securities Act.

Article V
Closing Conditions

     The obligations of each Subdebt Holder hereunder to consummate the Conversion and the Amendment/Restatement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for each Subdebt Holder’s sole benefit and may be waived by each such Subdebt Holder at any time in its sole discretion (it being understood and agreed that the execution and delivery by each such Subdebt Holder of this Agreement shall constitute a waiver of any such conditions that have not been satisfied):

     5.1 Global shall have executed and delivered to such Subdebt Holder this Agreement;

     5.2 The representations and warranties of Global set forth in this Agreement shall be true and correct in all material respects, and Global shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Global on or prior to the Closing Date;

     5.3 The Subdebt Amendment shall have been consented to and agreed to by Global and Subdebt Holders representing at least 66-2/3% of the outstanding aggregate principal amount of the Subdebt Notes; and

     5.4 The Series B Certificate of Designation shall have been adopted and approved by Global’s board of directors and Global shall have properly filed the Series B Certificate of Designation with the Secretary of State of the State of Delaware.

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Article VI

Miscellaneous

     6.1 Independent Nature of Subdebt Holders’ Obligations and Rights. The obligations of each Subdebt Holder under this Agreement are several and not joint with the obligations of any other Subdebt Holder, and no Subdebt Holder shall be responsible in any way for the performance of the obligations of any other Subdebt Holder under this Agreement. Each Subdebt Holder confirms that it or he has independently participated in the negotiation of the transaction contemplated by this Agreement with the advice of its or his own counsel and advisors, that it or he has independently determined to enter into the transactions contemplated hereby, that it or he is not relying on any advice from or evaluation by any other Subdebt Holder, and that it or he is not acting in concert with any other Subdebt Holder in monitoring its investment in Global. Nothing contained herein and no action taken by any Subdebt Holder shall be deemed to constitute the Subdebt Holders as a partnership, an association, a joint venture or any other kind of entity or group, or create a presumption that the Subdebt Holders are in any way acting in concert or as members of a “group” for purposes of Section 13(d) of the Exchange Act.

     6.2 Further Assurances. From time to time after the Closing Date, each Party will timely execute and deliver to the other such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by a Party or its counsel in order to carry out the purpose and intent of this Agreement.

     6.3 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

     6.4 Entire Agreement. This Agreement (including any schedules and exhibits required to be delivered pursuant to this Agreement) and the Restructuring Agreement (including any schedules and exhibits required to be delivered pursuant thereto) constitute the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the Parties (or their respective Affiliates), written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

     6.5 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign this Agreement without the prior written consent of the other Party, which approval may be granted or withheld in the sole discretion of each Party.

     6.6 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent

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default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent to such occurrence.

     6.7 Facsimile; Counterparts. This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     6.8 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

     6.9 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (c) one Business Day after deposit with an overnight courier service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to Global:

Global Employment Holdings, Inc.
10375 Park Meadows Drive, Suite 375
Lone Tree, CO 80124
Facsimile: (303) 216-9581
Attention: Chief Financial Officer

with a copy to:

Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, CO 80202
Facsimile: (303) 223-1111
Attention: Adam J. Agron

     If to a Subdebt Holder, to the address on file with the Company

     or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient Party has specified by written notice given to each other Party five days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (iii) provided by an overnight courier service shall be rebuttable evidence of personal service in accordance with clause (a), (b) or (c) above, respectively.

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     6.10 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for adjudication of any dispute hereunder or in connection herewith or with any transaction or action contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to asset in any suit, action or proceeding, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION OR ACTION CONTEMPLATED HEREBY.

     6.11 Severability. In the event that any part of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed, and enforced to the maximum extent permitted by Law. If such provision cannot be reformed, it shall be severed from this Agreement and the remaining portions of this Agreement shall be valid and enforceable.

     6.12 Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be irreparably damaged in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that there is no adequate remedy at Law with respect to any such breach. Accordingly, each of the Parties and their respective permitted successors and assigns agrees that the other Parties or their respective permitted successors and assigns shall, in addition to any other remedy to which they may be entitled, at law or in equity, be entitled to injunctive or other relief to prevent breaches or alleged or threatened breaches of the provisions of this Agreement and to specifically enforce this Agreement and the terms and provisions hereof in any action instituted in any court of competent jurisdiction.

     6.13 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Laws shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Definitions are equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender include each other gender. The furnishing or availability for review of any document shall not be construed to modify, qualify or disclose an exception to any representation

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or warranty of any Party made herein or in connection herewith. All covenants, agreements, representations and warranties of a Party made herein shall be deemed material and to have been relied on by the other Parties hereto, notwithstanding any investigation made by or on behalf of any of the Parties or any opportunity therefor or any actual or constructive knowledge thereby obtained.

* * * * * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GLOBAL:
GLOBAL EMPLOYMENT HOLDINGS, INC.
By:
Name:	Paige Burkes
Its:	Chief Financial Officer
SUBDEBT HOLDERS:
CAPITAL RESOURCES GROWTH, INC.		GWIRTSMAN FAMILY PARTNERS, LLC
By:		By:
Name:	Charles Gwirtsman	Name:	Charles Gwirtsman
Its:	President	Its:	Manager
VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.,
By:
Name:	Matthew Ray
Its:	Principal
Luci Altman		Gregory Bacharach
Howard Brill		Richard Goldman
Kenneth Michaels		Steven Pennington
Jay Wells

EX-99.4

Exhibit 4

SENIOR TERM LOAN EXCHANGE AGREEMENT

     This SENIOR TERM LOAN EXCHANGE AGREEMENT (this “Agreement”) is entered into as of September 30, 2009, by and among GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation (“Holdings”), GLOBAL EMPLOYMENT SOLUTIONS, INC., a Colorado corporation (“GES”), EXCELL PERSONNEL SERVICES CORPORATION, an Illinois corporation (“Excell”), FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC., a New York corporation (“Friendly”), TEMPORARY PLACEMENT SERVICE, INC., a Georgia corporation (“TPS”), GLOBAL EMPLOYMENT SOLUTIONS PEO INC., a Florida corporation (“Southeastern”), GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., a Florida corporation (“SPM”), MAIN LINE PERSONNEL SERVICES, INC., a Pennsylvania corporation (“Main Line”), GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., a Florida corporation (“BHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., a Georgia corporation (“SGHR”), GLOBAL EMPLOYMENT SOLUTIONS PEO II INC., a Florida corporation (“SEII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., a Florida corporation (“SEIII”), GLOBAL EMPLOYMENT SOLUTIONS PEO VII INC., a Florida corporation (“SEIV”), GLOBAL EMPLOYMENT SOLUTIONS PEO VIII INC., a Florida corporation (“SEV”), GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., a Florida corporation (“SEVI”), KEYSTONE ALLIANCE, INC., a Florida corporation (“Keystone” and together with GES, Excell, Friendly, TPS, Southeastern, SPM, Main Line, BHR, SGHR, SEII, SEIII, SEIV, SEV and SEVI, collectively, the “Global Borrowers”), and Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Victory Park”). Holdings and the Global Borrowers are collectively referred to herein as the “Global Parties.” The Global Parties and Victory Park are sometimes referred to herein collectively as the “Parties” or individually (Victory Park and each of the Global Parties) as a “Party.”

RECITALS

     WHEREAS, Victory Park, through a participation arrangement with Wells Fargo (as defined below), has indirectly extended a term loan to the Global Borrowers under the Credit and Security Agreement, dated as of April 29, 2008 (as amended from time to time, the “Senior Credit Agreement”), by and among Wells Fargo Bank, N.A., acting through its Wells Fargo Business Credit Division (“Wells Fargo”), and the Global Borrowers (the “Term Loan”), which is evidenced by (a) a 2009 Term Note, dated as of April 29, 2009, in the original principal amount of $2,100,000 (the “2009 Term Note”), and (b) an Amended and Restated Promissory Note, dated as of August 14, 2009, in the original principal amount of $2,514,999.74 (the “A&R Note,” and, together with the 2009 Term Note, the “Old Notes”);

     WHEREAS, each of the Global Parties has guaranteed the obligations of the Global Borrowers under the Term Loan and the Old Notes;

     WHEREAS, pursuant to the Restructuring Support Agreement, dated as of even date herewith, by and among Victory Park, the Global Parties and the other parties thereto (the “Restructuring Agreement”), the Parties agreed that Victory Park would exchange (the “Exchange”) all amounts outstanding and indirectly owing by the Global Borrowers to Victory Park under the Term Loan and the Old Notes for a Senior Secured Promissory Note issued by Holdings, a copy of which is attached hereto as Exhibit A (the “New Note”), having an aggregate

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principal amount of $7,614,999.74 and a preference amount of $15,229,999.48, and to simultaneously therewith terminate the Term Loan and cancel the Old Notes;

     WHEREAS, concurrently herewith, Wells Fargo shall provide written consent under the Senior Credit Agreement to the termination of the Term Loan and the cancellation of the Old Notes; and

     WHEREAS, the Parties desire to effectuate the Exchange subject to the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

AGREEMENT

Article I
Definitions

     1.1 Recitals. The Recitals above are incorporated by reference into and made a part of this Agreement.

     1.2 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

     “Action” means any judicial or administrative action, claim, suit, investigation, hearing, demand or proceeding by or before any Governmental Authority.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Business Day” means a day other than Saturday, Sunday or any day on which banks located in the States of New York or Colorado are authorized or obligated to close.

     “Governmental Authority” means any foreign, federal, state or local government, governmental authority, regulatory or administrative agency, governmental commission, court or tribunal (or any department, agency, bureau, division or subdivision thereof).

     “Law” shall mean any foreign, federal, state or local statute, law, treaty, ordinance, regulation, rule, judgment, decree, writ, injunction, or judicial or administrative order.

     “Lien” means any (a) mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest and (b) purchase option, preemptive right, right of first refusal, call or

2

similar right of a third party with respect to such securities.

     “Person” means any individual, partnership, limited liability company, limited liability partnership, corporation, incorporated or unincorporated association, joint stock company, trust, joint venture, unincorporated organization or Governmental Authority.

     “Securities Act” means the Securities Act of 1933, as amended.

Article II
Exchange of the Term Loan and Old Notes

     2.1 Exchange. On the Closing Date (as defined below), the outstanding aggregate principal amount of the Term Loan and the Old Notes owing by the Global Borrowers shall be exchanged for the New Note having an aggregate principal amount of $7,614,999.74 and a preference amount of $15,229,999.48, and bearing the other terms as set forth on Exhibit A. In addition, on the Closing Date, the Global Borrowers shall pay Wells Fargo an amount equal to all accrued but unpaid interest on the Term Loan and the Old Notes (the “Outstanding Interest Amount”).

     2.2 Exchange Procedure. Subject to the satisfaction (or waiver) of the conditions set forth in Article 5 hereof, the closing (the “Closing”) of the exchange of the Term Loan and Old Notes for the New Note shall take place on the date hereof (the “Closing Date”) upon the execution and delivery of this Agreement. On the Closing Date, (a) Victory Park shall instruct Wells Fargo to deliver to the Global Borrowers the original Old Notes marked “Paid in Full,” (b) Global shall deliver to Victory Park the original New Note, and (c) the Global Borrowers shall deliver the Outstanding Interest Amount to Wells Fargo.

     2.3 Restricted Securities. Victory Park acknowledges and agrees that the New Note is being issued pursuant to an exemption from the prospectus delivery and registration requirements of the Securities Act. Victory Park acknowledges and agrees that the New Note may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with all applicable securities laws.

     2.4 Security. The obligations under the New Note are secured by (a) the Security Agreement, dated as of March 31, 2006, as the same has been amended from time to time, including as contemplated by the Restructuring Agreement, made by Holdings and the other grantors signatory thereto for the benefit of Victory Park Management, LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent”) for the holders of the Senior Secured Convertible Promissory Notes originally issued by Holdings to certain investors on March 31, 2006, as the same has been amended from time to time, including as contemplated by the Restructuring Agreement, and the Senior Secured Promissory Note issued by Holdings to Howard Brill as contemplated by the Restructuring Agreement, (b) the Pledge Agreement, dated as of March 31, 2006, as the same has been amended from time to time, including as contemplated by the Restructuring Agreement, made by Holdings and the other pledgors signatory thereto for the benefit of the Collateral Agent, and (c) the Guaranty, dated as of March

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31, 2006, as the same has been amended from time to time, including as contemplated by the Restructuring Agreement, made by Holdings and the other guarantors signatory thereto for the benefit of the Collateral Agent.

Article III
Representations and Warranties of Victory Park

     Victory Park hereby represents and warrants to the Global Parties on the Closing Date as follows:

     3.1 Organization and Authorization. Victory Park is a Cayman Islands exempted company duly incorporated and validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands. Victory Park has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All actions or proceedings to be taken by or on the part of Victory Park to authorize and permit the execution and delivery by Victory Park of this Agreement and the instruments required to be executed and delivered by Victory Park pursuant hereto, the performance by Victory Park of its obligations hereunder and thereunder, and the consummation by Victory Park of the transactions contemplated herein and therein have been duly and properly taken. This Agreement has been duly executed and delivered by Victory Park, constitutes its legal, valid and binding obligation, and is enforceable in accordance with its terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and to general principles of equity.

     3.2 Noncontravention. The execution and delivery of this Agreement, the other documents contemplated herein, and the consummation of the transactions contemplated herein and therein, does not or will not result in: (a) a conflict with or a breach of any provision of Victory Park’s memorandum and articles of association or other company governance documents; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which Victory Park is a party, by which it is bound or to which any of its assets is subject; or (c) a violation by Victory Park of any Law. Victory Park is not required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with Victory Park’s execution, delivery and performance of this Agreement or any of the other documents contemplated herein or the consummation of the transactions contemplated herein or therein, except for such consents and approvals which are specifically described in the Restructuring Agreement and which consents and approvals have been duly and properly obtained on or before the Closing Date.

     3.3 Ownership of, and Rights to Exchange, the Old Notes. Victory Park is the owner of a 100% participation interest in the Old Notes, free and clear of any Liens. Subject to the consent of Wells Fargo as contemplated by the recitals hereto, (a) Victory Park has full right, power and authority to exchange the Old Notes, free and clear of any Liens, and (b) there are no agreements restricting the exchange or other transfer or disposition by Victory Park of the Old

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Notes or Victory Park’s ability to consummate the transactions contemplated by this Agreement. To the knowledge of Victory Park, the Old Notes are not subject, contingent or otherwise, to (i) any outstanding option, warrant, call, or similar right of any other Person (other than Wells Fargo) to acquire the same, or (ii) any restriction on transfer except for under applicable U.S. federal and state securities Laws. Victory Park has not previously sold, transferred or disposed of all or any portion of the Old Notes. As of the Closing Date, to the knowledge of Victory Park, the aggregate principal amount outstanding, owing or payable under the Term Loan and the Old Notes is $4,614,999.74.

     3.4 Litigation. There is no Action pending, or to the knowledge of Victory Park, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by Victory Park of this Agreement or otherwise affecting any of Victory Park’s interest in the Old Notes or Victory Park’s ability to consummate the transactions contemplated by this Agreement.

     3.5 Investor Representations.

          (a) Victory Park is acquiring the New Note for Victory Park’s own account and not with a view to or for distributing or reselling the New Note, or any part thereof; provided, however, that by making the representations herein, Victory Park does not agree to hold the New Note for any minimum or other specific term and reserves the right to dispose of the New Note at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Victory Park is acquiring the New Note in the ordinary course of its business. Victory Park does not have any agreement or understanding, directly or indirectly, with any Person to distribute all or any part of the New Note.

          (b) At the time Victory Park was offered the New Note and as of the Closing Date, Victory Park was and is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

          (c) Victory Park is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended.

          (d) Victory Park, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the New Note, and has so evaluated the merits and risks of such investment. Victory Park is able to bear the economic risk of an investment in the New Note, and, at the present time, is able to afford a complete loss of such investment.

          (e) Victory Park is not acquiring the New Note as a result of any advertisement, article, notice or other communication regarding the New Note published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or other general solicitation or general advertisement.

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Article IV
Representations and Warranties of the Global Parties

     Each Global Party hereby represents and warrants to Victory Park on the Closing Date as follows:

     4.1 Organization and Authorization. Such Global Party is a corporation duly formed, validly existing and in good standing under the laws of the state of its incorporation. Such Global Party has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All actions or proceedings to be taken by or on the part of such Global Party to authorize and permit the execution and delivery by such Global Party of this Agreement and the instruments required to be executed and delivered by such Global Party pursuant hereto, the performance by such Global Party of its obligations hereunder and thereunder and the consummation by such Global Party of the transactions contemplated herein and therein have been duly and properly taken. This Agreement has been duly executed and delivered by such Global Party, constitutes its legal, valid and binding obligation and is enforceable in accordance with its terms and conditions, subject only to bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

     4.2 Noncontravention. The execution and delivery of this Agreement, the other documents contemplated herein, and the consummation of the transactions contemplated herein and therein, do not or will not result in: (a) a conflict with or a breach of any provision of such Global Party’s certificate of incorporation, bylaws or other governing documents; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which such Global Party is a party, by which it is bound or to which any of its assets is subject; or (c) a violation by such Global Party of any Law. Such Global Party is not required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with such Global Party’s execution, delivery and performance of this Agreement or any of the other documents contemplated herein or the consummation of the transactions contemplated herein or therein, except for such consents and approvals which are specifically described in the Restructuring Agreement and which consents and approvals have been duly and properly obtained on or before the Closing Date.

     4.3 Litigation. There is no Action pending, or to the knowledge of such Global Party, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by such Global Party of this Agreement or otherwise affecting the ability of such Global Party to consummate the transactions contemplated by this Agreement.

     4.4 Exemption from Registration. The issuance of the New Note by Holdings is exempt from registration under the Securities Act.

     4.5 Acknowledgment Regarding Victory Park’s Acquisition of the New Note. Such Global Party acknowledges and agrees that Victory Park is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the Exchange. Such Global Party

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further acknowledges that Victory Park is not acting as a financial advisor or fiduciary of such Global Party (or in any similar capacity) with respect to this Agreement or the Exchange, and any advice given by Victory Park or any of its representatives or agents in connection with this Agreement and the Exchange is merely incidental to Victory Park’s acquisition of the New Note. Such Global Party further represents to Victory Park that the decision of such Global Party to enter into this Agreement has been based solely on the independent evaluation by such Global Party and its representatives.

     4.6 No General Solicitation. None of such Global Party, any of its Affiliates, or any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the Exchange and issuance of the New Note. The Global Parties shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Victory Park or its investment advisor) relating to or arising out of this Agreement and the transactions contemplated hereby. Such Global Party shall pay, and hold Victory Park harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

     4.7 No Integrated Offering. None of such Global Party, any of its Affiliates, or any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the New Note or cause the issuance of the New Note to be integrated with prior offerings by any Global Party for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of any Global Party are listed or designated.

Article V
Victory Park’s Closing Conditions

     The obligations of Victory Park hereunder to consummate the Exchange is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Victory Park’s sole benefit and may be waived by Victory Park at any time in its sole discretion:

     5.1 The Restructuring (as defined in the Restructuring Agreement), taken as a whole (other than the Exchange), shall have been, or concurrently herewith shall be, consummated in accordance with the terms set forth in the Restructuring Agreement;

     5.2 Each of the Global Parties, to the extent each is a party thereto, shall have executed and delivered this Agreement and the New Note to Victory Park, and each of the Global Parties and each other Person, in each case to the extent each is a party thereto, shall have executed and delivered each of the other Restructuring Documents (as defined in the Restructuring Agreement) to each other Person party thereto;

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     5.3 Victory Park shall have received the opinion of Brownstein Hyatt Farber Schreck, LLP, the Global Parties’ outside counsel, dated as of the Closing Date, in form and substance satisfactory to Victory Park;

     5.4 The representations and warranties of the Global Parties set forth in Article IV hereof and in each other Restructuring Document shall be true and correct in all respects, and the Global Parties shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Restructuring Documents to be performed, satisfied or complied with by the Global Parties on or prior to the Closing Date;

     5.5 No event exists or is continuing, or would result from the consummation of the transactions contemplated hereby or by the other Restructuring Documents, which constitutes a default under the New Note or an Event of Default (as defined in the New Note);

     5.6 The board of directors of Holdings shall have been, or concurrently herewith shall be, reconstituted such that the board of directors shall consist of the following members: Howard Brill, Richard Levy, Steven List and Matthew Ray;

     5.7 Victory Park and its affiliates shall have received payment in full of all amounts (including fees and expenses) due and payable to Victory Park and its affiliates under this Agreement and each other Restructuring Document; and

     5.8 Wells Fargo and the Global Parties shall have executed and delivered to Victory Park an amendment to the Senior Credit Agreement that terminates the Term Loan and by which Wells Fargo consents to the Exchange and the cancellation of the Old Notes.

Article VI
Miscellaneous

     6.1 Further Assurances. From time to time after the Closing Date, each Party will timely execute and deliver to the other such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by a Party or its counsel in order to carry out the purpose and intent of this Agreement.

     6.2 No Third Party Beneficiaries. Except as set forth in Section 6.12, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

     6.3 Entire Agreement. This Agreement (including any schedules and exhibits required to be delivered pursuant to this Agreement) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements or representations by or between the Parties (or their respective Affiliates), written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

     6.4 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No

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Party may assign this Agreement without the prior written consent of the other Party, which approval may be granted or withheld in the sole discretion of each Party.

     6.5 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent to such occurrence.

     6.6 Facsimile; Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     6.7 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

     6.8 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (c) one Business Day after deposit with an overnight courier service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to Global:

Global Employment Holdings, Inc.

10375 Park Meadows Drive, Suite 375
Lone Tree, CO 80124
Facsimile: (303) 216-9581
Attention: Chief Financial Officer

with a copy to:

Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, CO 80202
Facsimile: (303) 223-1111
Attention: Adam J. Agron

If to Victory Park:

Victory Park Credit Opportunities Master Fund, Ltd.

227 W. Monroe Street, Suite 3900
Chicago, IL 60606

Attention: Scott Zemnick

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Facsimile: (312) 701-0794

with a copy to:

Latham & Watkins, LLP
233 South Wacker Drive, Suite 5800
Chicago, IL 60606
Attention: Bradley E. Kotler
Facsimile: (312) 993-9767

     or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient Party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (iii) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (c) above, respectively.

     6.9 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for adjudication of any dispute hereunder or in connection herewith or with any transaction or action contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to asset in any suit, action or proceeding, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Agreement and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION OR ACTION CONTEMPLATED HEREBY.

     6.10 Severability. In the event that any part of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed, and enforced to the maximum extent permitted by Law. If such provision cannot be reformed, it shall be severed from this Agreement and the remaining portions of this Agreement shall be valid and enforceable.

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     6.11 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Laws shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Definitions are equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender include each other gender. The furnishing or availability for review of any document shall not be construed to modify, qualify or disclose an exception to any representation or warranty of any Party made herein or in connection herewith. All covenants, agreements, representations and warranties of a Party made herein shall be deemed material and to have been relied on by the other Parties hereto, notwithstanding any investigation made by or on behalf of any of the Parties or any opportunity therefor or any actual or constructive knowledge thereby obtained.

     6.12 Directors’ and Officers’ Insurance and Indemnification Rights. For a period of six years following the date of this Agreement, (a) Holdings shall not and (b) Victory Park shall not cause Holdings to: (i) cancel, repeal, revoke, terminate or otherwise remove the directors’ and officers’ insurance policy (the “Policy”) covering the directors of Holdings in office immediately preceding the consummation of the transactions contemplated by this Agreement and the Restructuring Agreement (the “Current Directors”); (ii) amend, modify or waive the Policy (or the Current Directors’ rights thereunder) in a manner that is less favorable to the Current Directors than the coverage terms in place as of the date of this Agreement; (iii) cancel, repeal, revoke, terminate or otherwise remove the indemnification rights available to the Current Directors under Holdings’ Certificate of Incorporation and Bylaws; (iv) amend, modify or waive such indemnification rights (or the Current Directors’ rights thereunder) in a manner that is less favorable to the Current Directors than the indemnification rights in place under Holdings’ Certificate of Incorporation and Bylaws as of the date of this Agreement; or (v) amend, modify, waive or terminate this Section 6.12. Each of Holdings and Victory Park acknowledges and agrees that the Current Directors would be irreparably damaged in the event the terms of this Section 6.12 are not performed in accordance with their specific terms or otherwise are breached, and that there is no adequate remedy at law with respect to any such breach. Accordingly, each of Holdings and Victory Park agrees that the Current Directors and their respective successors and assigns shall, in addition to any other remedy to which they may be entitled, at law or in equity, be entitled to injunctive or other relief to prevent breaches or alleged or threatened breaches of the provisions of this Section 6.12 and to specifically enforce this Agreement and the terms and provisions hereof in any action instituted in any court of competent jurisdiction. The Current Directors are intended third party beneficiaries of this Section 6.12 with the right to enforce the terms hereof without any action on the part of any other party..

* * * * * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

VICTORY PARK:

VICTORY PARK CREDIT
OPPORTUNITIES MASTER FUND, LTD.

By:

Name:

Its:

GLOBAL PARTIES:

GLOBAL EMPLOYMENT HOLDINGS, INC.		GLOBAL EMPLOYMENT SOLUTIONS, INC.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Chief Financial Officer	Its:	Chief Financial Officer
EXCELL PERSONNEL SERVICES CORPORATION		FRIENDLY ADVANCED SOFTWARE TECHNOLOGY, INC.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President
TEMPORARY PLACEMENT SERVICE, INC., f/k/a Michaels & Associates, Inc. and successor by merger to Temporary Placement Service, Inc.		GLOBAL EMPLOYMENT SOLUTIONS PEO INC., f/k/a Southeastern Staffing, Inc.
		By:
		Name:	Paige Burkes
		Its:	Executive Vice President
By:
Name:	Paige Burkes
Its:	Executive Vice President

GLOBAL EMPLOYMENT SOLUTIONS PEO V INC., f/k/a Southeastern Personnel Management, Inc.		MAIN LINE PERSONNEL SERVICES, INC.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President
GLOBAL EMPLOYMENT SOLUTIONS PEO III INC., f/k/a Bay HR, Inc.		GLOBAL EMPLOYMENT SOLUTIONS PEO IV INC., f/k/a Southeastern Georgia HR, Inc.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President
GLOBAL EMPLOYMENT SOLUTIONS PEO II INC., f/k/a Southeastern Staffing II, Inc.		GLOBAL EMPLOYMENT SOLUTIONS PEO VI INC., f/k/a Southeastern Staffing III, Inc.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President
GLOBAL EMPLOYMENT SOLUTIONS PEO VII INC., f/k/a Southeastern Staffing IV, Inc.		GLOBAL EMPLOYMENT SOLUTIONS PEO VIII INC., f/k/a Southeastern Staffing V, Inc.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President
GLOBAL EMPLOYMENT SOLUTIONS PEO IX INC., f/k/a Southeastern Staffing VI, Inc.		KEYSTONE ALLIANCE, INC.
By:		By:
Name:	Paige Burkes	Name:	Paige Burkes
Its:	Executive Vice President	Its:	Executive Vice President

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EX-99.5

Exhibit 5

SHAREHOLDERS’ AGREEMENT

          THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of September 30, 2009, by and among Global Employment Holdings, Inc., a Delaware corporation (“Global”), Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Victory”), and each of the holders of the shares of Global’s Equity Securities signatory hereto (together with Victory and any other Person who hereafter becomes party to this Agreement pursuant to the provisions hereof, each, individually, a “Shareholder” and, collectively, the “Shareholders”). The Shareholders together with Global are referred to herein as the “Parties” and each a “Party”. All capitalized terms used herein and not otherwise defined shall have the meaning specified in Article I.

RECITALS

          WHEREAS, the Parties have agreed to enter into this Agreement to provide for matters pertaining to the management and governance of Global, including the composition of the Board, and to impose certain restrictions and obligations and grant certain rights to the Shareholders as more specifically set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:

ARTICLE I
DEFINITIONS, RULES OF CONSTRUCTION

     Section 1.1 For purposes of this Agreement, each of the following terms shall have the meaning ascribed to it in this Section 1.1:

          “Affiliate” when used with respect to a specified Person, means another Person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. For purposes of this definition, “control” (and its derivatives) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person.

          “Amended and Restated By-Laws” means the Amended and Restated By-Laws of Global, as may be amended from time to time.

          “Amended and Restated Certificate of Incorporation” means the Third Amended and Restated Certificate of Incorporation of Global, as may be amended from time to time.

          “Board” means the board of directors of Global.

          “Common Stock” means the common stock, par value $0.001 per share, of Global.

          “Convertible Securities” means any rights, options, warrants or similar securities to subscribe for, purchase or otherwise acquire any capital stock of Global, and capital stock or

other equity securities directly or indirectly convertible into, or exercisable or exchangeable for any shares of capital stock of Global.

          “Director” means a member of the Board.

          “Effective Date” means the date that the Registration Statement is first declared effective by the SEC.

          “Equity Securities” means any capital stock of Global and any Convertible Securities.

          “Exchange Act” means Securities Exchange Act of 1934, as amended.

          “Person” means an individual, a corporation, a partnership, a joint venture, a limited liability company or limited liability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any government or governmental entity.

          “Preferred Stock” means Series A Convertible Preferred Stock and Series B Convertible Preferred Stock.

          “Public Offering” means any bona fide, firm commitment underwritten sale of Equity Securities or any equity securities of a Subsidiary of Global pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Form S-1 (or a successor form adopted by the Securities and Exchange Commission) or a merger of Global or any Subsidiary into a company which has publicly traded equity securities listed on a national securities exchange and registered under the Securities Act; provided that the following shall not be considered a Public Offering: (a) any issuance of common equity securities of Global as consideration for a merger or acquisition or (b) any issuance of Equity Securities or rights to acquire Equity Securities to existing equity holders or to employees of Global or its Subsidiaries on Form S-4 or Form S-8 (or a successor form adopted by the Securities and Exchange Commission) or otherwise.

          “Qualified Shareholder” means Victory, until such time as Victory (together with its Subsidiaries and Affiliates) holds less than 25% percent of the outstanding Common Stock, on a fully diluted basis, and assuming the full conversion of all Convertible Securities into Common Stock.

          “Registrable Securities” means, any of the following owned by any Shareholder: (i) any Common Stock or other securities into which the Common Stock then outstanding shall be reclassified or changed, including by reason of a merger, consolidation, reorganization, recapitalization or statutory conversion; (ii) any shares of capital stock and (ii) any Equity Securities of Global then outstanding which were issued as, or were issued directly or indirectly upon the conversion, exchange or exercise of other Equity Securities issued or issuable as a dividend, stock split or other distribution with respect or in replacement of, any securities referred to in clause (i) of this definition.

          “register,” “registered” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act

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and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

          “Restructuring” means the transactions contemplated by that certain Restructuring Support Agreement, dated as of September 30, 2009, by and among Global Employment Holdings, Inc., Global Employment Solutions, Inc., Excell Personnel Services Corporation, Friendly Advanced Software Technology, Inc., Temporary Placement Service, Inc., Global Employment Solutions PEO Inc., Global Employment Solutions PEO V Inc., Main Line Personnel Services, Inc., Global Employment Solutions PEO III Inc., Global Employment Solutions PEO IV Inc., Global Employment Solutions II Inc., Global Employment Solutions PEO VI Inc., Global Employment Solutions PEO VII Inc., Global Employment Solutions PEO VIII Inc., Global Employment Solutions PEO IX Inc., Keystone Alliance, Inc., Victory Park Credit Opportunities Master Fund, Ltd. and certain other parties thereto.

          “Rule 415” means Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis.

          “Sale of Global” means (a) any sale, transfer or issuance or series of sales, transfers and/or issuances of Equity Securities which results in any Person or group of Persons (as the term “group” is used under the Exchange Act) owning Equity Securities that entitle (or upon conversion or exercise of such Equity Securities would entitle) such Person or group of Persons (under ordinary circumstances) to elect a majority of the Board, (b) any sale or transfer of all or substantially all of the assets of Global and its Subsidiaries in any transaction or series of transactions (other than sales in the ordinary course of business), and (c) any merger, consolidation, refinancing or recapitalization of Global as a result of which the holders of the issued and outstanding voting Equity Securities immediately prior to such transaction own or control (or that upon conversion or exercise of their voting Equity Securities, would own or control) less than a majority of the voting Equity Securities (or that upon conversion or exercise of such voting Equity Securities, would possess less than a majority of the voting Equity Securities) of the continuing or surviving entity immediately after such transaction.

          “SEC” means the United States Securities and Exchange Commission

          “Securities Act” means Securities Act of 1933, as amended.

          “Series A Convertible Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.01 per share, of Global.

          “Series B Convertible Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.001 per share, of Global.

          “Stock” means the Common Stock, Preferred Stock and any other capital stock of Global, and any Convertible Securities.

          “Subsidiary” means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities, or other interests having by their terms voting power to elect a majority of the board of

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directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly beneficially owned or controlled by such Person or by any one or more of its subsidiaries, or by such Person and one or more of its subsidiaries.

          “Transferee” means a Person to whom shares of Stock are Transferred.

     Section 1.2 The following terms shall have the meanings defined for such terms in the Sections set forth below:

Defined Term	Section
Agreement	Preamble
Approved Sale	4.6
Call Right	5.1(a)
Call Stock	5.1(a)
Demand Registration	7.1(a)
Drag-Along Right	4.1
Drag-Along Transfer Notice	4.2
Dragged Shareholder	4.4
Dragging Shareholder	4.1
FINRA	7.4(q)
Global	Preamble
Indemnified Party	7.6(c)
Indemnifying Party	7.6(c)
Independent Director	2.1(c)
Joinder Agreement	3.2(a)
Long-Form Registration	7.1(a)
Notices	Art. IX
Party	Preamble
Permitted Transfer	3.2
Piggyback Registration	7.2(a)
Registration Expenses	7.5(a)
Right of First Refusal	3.3(b)(1)
ROFR Transfer Notice	3.2(b)(2)
ROFR Transferring Shareholder	3.3(b)(2)
Shareholder	Preamble
Short-Form Registration	7.1(a)
Subject Shares	3.3(b)(3)
Termination of Service	5.1(a)
Transfer	3.1
Victory	Preamble
Victory Directors	2.1(b)

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     Section 1.3 The following provisions shall be applied wherever appropriate herein:

          (a) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;

          (b) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;

          (c) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;

          (d) neither this Agreement nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any party as the principal draftsperson hereof or thereof;

          (e) the descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement;

          (f) any references herein to a particular Section or Exhibit means a Section of, or an Exhibit to, this Agreement unless another agreement is specified;

          (g) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement; and

          (h) all references to “$” shall mean United States Dollars.

ARTICLE II
BOARD OF DIRECTORS

     Section 2.1 Board Composition. During the term of this Agreement, Global and each Shareholder hereby agrees to take all action necessary, including, without limitation, the voting of such Shareholder’s Stock, the execution of written consents and approvals, the calling of special meetings, the removal of Directors, the filling of vacancies on the Board, the waiving of notice, and the attending of meetings, so as to cause the Board to be at all times comprised of five Directors to be elected/appointed as set forth below in clauses (a), (b) and (c) of this Section 2.1. The Directors comprising the Board shall be:

          (a) one Director who shall be the individual then serving as the Chief Executive Officer of Global or, if a Chief Executive Officer has not been appointed, the President of Global or such other executive serving in such capacity (as determined by the Board);

          (b) three Directors, or such lesser number as determined by Victory from time to time, who shall be designated by Victory, or its successors or assigns (as permitted hereunder) (the “Victory Directors”), for so long as Victory beneficially owns no less than 10% of the issued and outstanding Common Stock; and

5

          (c) one director designated by the mutual agreement of Victory and the director serving pursuant to Section 2.1(a).

     Section 2.2 Filling of Vacancies. If the Board is to vote to fill any vacancies on the Board resulting from the death, resignation, retirement, disqualification, removal or other cause of any of the Victory Directors, then Victory shall have the sole right to nominate candidates for consideration by the Board to fill such vacancies.

     Section 2.3 Board of Directors of Subsidiaries. Global hereby agrees to take all action necessary, including, but not limited to, the voting of any and all of Global’s capital stock in its Subsidiaries, the execution of written actions, the calling of special meetings, the removal of directors, the filling of vacancies on the Board of Directors of its Subsidiaries, the waiving of notice and the attending of meetings, so as to cause the Board of Directors of its Subsidiaries to be at all times comprised of the same individuals who serve as Directors of the Board.

ARTICLE III
TRANSFERS

     Section 3.1 In General. Except as expressly permitted in this Agreement, no Shareholder shall in any way, directly or indirectly, sell, exchange, transfer, hypothecate, gift, bequeath, convey in trust, pledge, mortgage, grant a security interest in, assign, encumber, or otherwise dispose of all or any portion of such Shareholder’s Equity Securities, including by merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise (a “Transfer”); provided, however, that a pledge or grant of a security interest in an Equity Security to secure a “bona fide” loan shall in no event be deemed a Transfer for any purpose of this Agreement, however a foreclosure, transfer in lieu of foreclosure or other exercise of rights or remedies under any such pledge or security interest shall be deemed to constitute a Transfer hereunder. Any Transfer not expressly permitted herein shall be void and of no effect.

     Section 3.2 Permitted Transfers. Except as otherwise provided in this Article III, a holder of Common Stock or Equity Securities may Transfer all or a portion of its Common Stock or Equity Securities (any such transfer a “Permitted Transfer”):

          (a) to an Affiliate of such Shareholder;

          (b) in a transfer or transaction approved by the Board;

          (c) pursuant to the exercise of a Right of First Refusal (pursuant to Section 3.3(b)) or a Drag-Along Right (pursuant to Article IV); or

          (d) to an unaffiliated third party (including, without limitation, other non-affiliated Shareholders) only if (i) such third party makes a “bona fide” offer to purchase such Stock; (ii) a true and correct copy of such offer to purchase is provided to Global and Victory in accordance with Section 3.3(b); (iii) Global and Victory decline or fail to exercise their Right of First Refusal under Section 3.3(b) hereof to purchase such Stock; and (iv) such Transfer otherwise complies with the applicable provisions of this Article III. For the purposes of this Section 3.2(d), no offer to purchase shall be considered “bona fide” unless, at a minimum, the offer (x) is not assignable by the proposed buyer (other than to its Affiliate); (y) provides for a

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closing not less than thirty (30) days nor more than one hundred twenty (120) days from the date of the offer to purchase; and (z) is for cash or other consideration the value of which may readily be determined by the Board. In the event the Board properly raises an objection that the proposed offer is not “bona fide”, the selling Shareholder shall be accorded an opportunity to provide, within 10 days, such additional assurances as the Board may request with respect to such proposed buyer.

     Section 3.3 Transfer Restrictions.

          (a) In General. No Transfer may be made pursuant to this Article III which would violate or be inconsistent with any agreement a Shareholder may have with Global, or which would result in registration by Global, or of any securities of Global being required to be registered, under any applicable laws. No Transfer may be made unless (i) the Transferee executes and delivers to Global a Joinder Agreement substantially in the form attached hereto as Exhibit A (the “Joinder Agreement”), assuming and agreeing to be bound by all of the terms and conditions of this Agreement as a Shareholder, hereunder and such other instruments and documents, in form and substance reasonably satisfactory to the Board, as may be necessary to bind such Transferee to the terms of this Agreement, (ii) the Transfer is effected in compliance with applicable federal and state securities laws (as confirmed by a written opinion addressed to Global from counsel to Transferee that is reasonably acceptable to the Board), and (iii) the Transferee pays all reasonable expenses incurred by Global in connection with such Transfer. Upon compliance with all provisions hereof, all other holders of Common Stock agree, to the extent necessary, to execute and deliver such amendments hereto as are necessary to cause such Transferee to become a Shareholder.

          (b) Right of First Refusal.

               (1) During the term of this Agreement, in the event any Shareholder (other than the Qualified Shareholder) proposes to Transfer, in a single transaction or a series of related transactions, any of its shares of Stock (or other Equity Securities) to any Person, other than pursuant to a Permitted Transfer, with or without consideration therefor, Global and, under the circumstances described in Section 3.3(b)(4), Victory, shall have a right of first refusal to purchase any or all of the shares of Stock (or other Equity Securities) that such Shareholder proposes to Transfer (the “Right of First Refusal”)

               (2) Before effecting any proposed Transfer subject to Section 3.3(b)(1) above, the Shareholder (for the purposes of this Section 3.3(b), a “ROFR Transferring Shareholder”) shall give written notice (the “ROFR Transfer Notice”) to Global and Victory describing fully the proposed Transfer, including the number of shares of Stock (or other Equity Securities) proposed to be Transferred, the name and address of the proposed transferee(s) and the proposed Transfer price, the fair market value of any proposed non-cash consideration thereof, and any other material terms and conditions of the proposed Transfer. The ROFR Transfer Notice shall have attached thereto a copy of the proposed transferee’s offer, if written, and otherwise shall contain an accurate summary of the offer of the proposed transferee(s), which must be a bona fide offer of a third party.

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               (3) At any time within the twenty (20) day period immediately following the receipt of the ROFR Transfer Notice, Global may elect, by delivery of written notice to the ROFR Transferring Shareholder (with a copy to Victory), to purchase any or all of the shares of Stock (or other Equity Securities) subject to the ROFR Transfer Notice (the “Subject Shares”), at the price per share and upon the same terms and conditions set forth in the ROFR Transfer Notice.

               (4) Should the Right of First Refusal not be exercised by Global with respect to all of the Subject Shares, Victory shall at any time within twenty (20) days of written notice received by them as to Global’s election not to exercise (or its failure to exercise at the expiration of the 20-day period referred to in Section 3.3(b)(3), as applicable) the Right of First Refusal with respect to all of the Subject Shares, have the right to exercise the Right of First Refusal and to elect to purchase any Subject Shares not purchased by Global under Section 3.3(b)(3), at the price and upon the same terms and conditions set forth in the ROFR Transfer Notice, by delivering to the ROFR Transferring Shareholder and to Global written notice of such election within the applicable period indicated above.

               (5) Subject to Section 3.3(b)(6), the closing of any sale and purchase of the Subject Shares pursuant to an exercise of the Right of First Refusal shall be held at the offices of Global, and, in the event Global is to be a purchaser, on a date and at a time designated by Global in its notice of exercise of the Right of First Refusal; provided that if Global does not exercise such right, then such date and time shall be designated by Victory should it elect to exercise the Right of First Refusal, provided in each such case that the ROFR Transferring Shareholder and Global shall receive at least five days’ prior written notice of such date and time; provided further, that such date and time shall be consistent with the periods set forth in Section 3.3(b)(4), but in no event shall such closing be held less than sixty (60) days or more than ninety (90) days after delivery of the applicable ROFR Transfer Notice.

               (6) If Global and Victory, individually or collectively, fail to exercise the Right of First Refusal in a timely manner as to all of the Subject Shares upon the terms set forth in the ROFR Transfer Notice and this Section 3.3(b), or if they elect to purchase such Subject Shares, but fail to close the purchases thereof within the period specified therefor in Section 3.3(b)(5), then the ROFR Transferring Shareholder may, not later than one hundred twenty (120) days following delivery of the ROFR Transfer Notice, Transfer all the Subject Shares on the terms and conditions described in such ROFR Transfer Notice. Any proposed Transfer on terms and conditions materially different from those described in the ROFR Transfer Notice, as well as any proposed Transfer by the ROFR Transferring Shareholder after the expiration of such 120-day period, shall again be subject to the Right of First Refusal and shall require compliance by the ROFR Transferring Shareholder with the procedures described in this Section 3.3(b).

               (7) The provisions of this Section 3.3(b) shall be subject and subordinate to the Drag-Along Rights and the provisions of Section 5.1.

     Section 3.4 Each Shareholder covenants and agrees not to, directly or indirectly, Transfer or cause the Transfer of any of such Shareholder’s Stock or any interest therein except in accordance with the terms and conditions of this Agreement. Any attempted Transfer not in

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accordance with the terms and conditions of this Agreement shall be null and void and of no force or effect, and Global shall not recognize any such attempted Transfer in its books and records.

ARTICLE IV
SALE OF GLOBAL

     Section 4.1 During the term of this Agreement, in the event that the Qualified Shareholder owning at least a majority of the outstanding Stock (or other Equity Securities) (for the purposes of this Article IV, the “Dragging Shareholder”) proposes to Transfer to a Person, who is not an Affiliate of such Qualified Shareholder, in a single transaction or series of related transactions, all, but not less than all, of its shares of Stock (or other Equity Securities), then the Dragging Shareholder shall have the right (the “Drag-Along Right”), to require all other Shareholders to Transfer all, but not less than all, of such Shareholders’ shares of Stock (or other Equity Securities) in such transaction, subject to the terms of this Article IV. Any exercise of the Drag-Along Right pursuant to this Article IV shall take precedence over and supersede any conflicting provisions of Section 3.3(b).

     Section 4.2 To exercise the Drag-Along Right, the Dragging Shareholder shall give written notice to the other Shareholders and Global at least ten (10) days prior to the closing of the purchase and sale of shares to the proposed transferee(s) pursuant to the exercise of the Drag-Along Right describing fully the proposed Transfer, including the name and address of the proposed transferee(s) and the proposed Transfer price, the fair market value of any proposed non-cash consideration thereof, and any other material terms and conditions of the proposed Transfer (the “Drag-Along Transfer Notice”).

     Section 4.3 Upon proper delivery of a Drag-Along Transfer Notice, the Dragging Shareholder shall have the right to require all other Shareholders to Transfer all, but not less than all, of such Shareholders’ shares of Stock (or other Equity Securities) to the proposed transferee(s) on the same terms and conditions applicable to the Dragging Shareholders and as otherwise set forth in the Drag-Along Transfer Notice. The closing of the purchase and sale of shares to the proposed Transferee pursuant to the exercise of the Drag-Along Right shall be held simultaneously at such place and at such date and time as designated by the Dragging Shareholder and set forth in the Drag-Along Notice. Such closing shall take place not more than one hundred twenty (120) days following delivery of the Drag-Along Notice. At such closing, the Dragging Shareholder shall cause to be remitted to each other Shareholder that portion of the sale proceeds to which each such other Shareholder is entitled by reason of the sale of shares pursuant to this Article IV.

     Section 4.4 To the extent any Shareholder is subject to the exercise of the Drag-Along Right under this Article IV (each, a “Dragged Shareholder”), such Dragged Shareholder shall cooperate in good faith with the Dragging Shareholder and Global in connection with the consummation of such transaction, including, without limitation, by (i) deliver to the Dragging Shareholder one or more stock certificates or other instruments evidencing such Dragged Shareholder’s shares of Stock or Equity Securities, together with an appropriate assignment separate from certificate or similar instrument duly executed in the proper form to effect the Transfer on the books and records of Global, and (ii) executing a document containing

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customary representations, warranties, indemnities and agreements as requested by the purchaser in connection with such transaction, which shall be in substantially the same form that is executed by the Dragging Shareholder in connection with transaction; provided, however, that no Dragged Shareholder participating in such transaction shall be required to make any representations and warranties as to itself other than representations as to its good standing, due authorization, due execution, enforceability, lack of conflicts, title to Stock (or other Equity Securities), the absence of encumbrances and investment qualifications; provided, further, that, notwithstanding the foregoing, the liability for any indemnity obligations of any Dragged Shareholder under such document shall be several and not joint, and shall not exceed the aggregate cash consideration received by such Dragged Shareholder in connection with such transaction. Notwithstanding the foregoing, to the extent any consideration to be received from the purchaser in the sale transaction is to be placed in escrow or otherwise held back by the purchaser to secure any indemnification obligations of Global or the Shareholders, each of the Dragged Shareholders hereby agrees that such amount of consideration shall be apportioned on a pro rata basis among all Shareholders, based upon the amount of consideration each Shareholder will receive in such transaction. In the event that a Dragged Shareholder fails to deliver such stock certificate(s) or assignments separate from certificate to the Dragging Shareholder, Global shall cause a notation to be made on its books and records to reflect that the shares of Stock or Equity Securities such Dragging Shareholders are bound by the provisions of this Article IV and that the Transfer of such Stock or Equity Securities may be effected without such Dragged Shareholder’s consent or surrender of its Stock or Equity Securities.

     Section 4.5 If, within 120 days after the Dragging Shareholder’s delivery of the Drag-Along Notice, the Dragging Shareholder has not completed the Transfer of its Stock and Equity Securities and the Stock and Equity Securities of the Dragged Shareholders in accordance herewith, the Dragging Shareholder shall return to the Dragged Shareholders the stock certificates and assignments separate from certificates with respect to their shares of Stock or Equity Securities which were delivered for Transfer to the purchaser pursuant to Article IV. Upon the receipt of such materials by the Dragged Shareholders, all the restrictions on Transfer contained in this Agreement with respect to the Stock owned by the Shareholders shall again be in effect.

     Section 4.6 Subject to Section 8.1 hereof, if the Board and the Qualified Shareholder owning at least a majority of the outstanding Stock (or other Equity Securities) approves a Sale of Global to a purchaser who is not an Affiliate of any Shareholder (an “Approved Sale”), each Shareholder hereby agrees to vote for, consent to and raise no objections to such Approved Sale. If the Approved Sale is structured as a merger or consolidation, each Shareholder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation. Each Shareholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by Global.

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ARTICLE V
GLOBAL CALL RIGHT

     Section 5.1 Global shall have a Call Right (as defined below), allowing Global to purchase all of the then outstanding shares of Stock held by any employee of Global on the terms set forth below in this Section 5.1.

          (a) At any time after (i) the death or disability (as determined by the Board) of an employee, or (ii) the termination of an employee’s employment with Global (or, if employed by a Subsidiary, by such Subsidiary), whether as a result of voluntary or involuntary termination, retirement, or for any other reason (a “Termination of Service”), Global shall have the right to purchase any or all shares of Stock held by such employee (the “Call Stock”) at a price per share equal to its fair market value, as determined by the Board in good faith (the “Call Right”).

          (b) Global may exercise the Call Right by delivering to the employee (or such employee’s authorized agent) at any time following a Termination of Service a notice, which shall set forth a date for closing not later than twenty (20) days from the date of mailing of such notice.

          (c) In connection with any “call” transaction pursuant to this Section 5.1, the employee (or such employee’s authorized agent) shall deliver to Global at closing the certificates evidencing the Call Stock being Transferred to Global, free and clear of all liens, claims, encumbrances and other restrictions, together with duly executed instruments of assignment in favor of Global and such other documents as Global may reasonably request. The closing of any “call” transaction pursuant to this Section 5.1 shall take place at Global’s principal executive office.

          (d) Any employee (or such employee’s authorized agent) Transferring Call Stock to Global pursuant to this Section 5.1 shall not be required to make any representations or warranties to Global in connection with such Transfer, except as to (i) good and valid title to the Call Stock being Transferred to Global, (ii) the absence of liens, claims, encumbrances and other restrictions with respect to the Call Stock being Transferred to Global, (iii) the legal capacity and authority for, and validity, binding effect and enforceability of (as against such employee or authorized agent), any agreement entered into by such employee (or authorized agent) in connection with the Transfer of such Call Stock, (iv) the receipt and effectiveness of all required consents and approvals to the employee’s Transfer of such Call Stock, and (v) the fact that no broker’s commission or finder’s fee is payable by the employee (or authorized agent) as a result of the employee’s conduct in connection with the Transfer of the Call Stock to Global pursuant to this Section 5.1.

          (e) Notwithstanding anything to the contrary contained herein, Global may re-issue any Call Stock repurchased in connection with the exercise of the Call Right pursuant to this Section 5.1 to successor officers or employees of Global as determined by the Board.

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ARTICLE VI
FINANCIAL REPORTING REQUIREMENTS; ACCESS

     Section 6.1 Global shall provide the Qualified Shareholder:

          (a) As soon as available, and in any event within 105 days after the end of each fiscal year of Global, Global’s audited consolidated financial statements for such fiscal year with the unqualified opinion of the independent certified public accountants selected by Global and acceptable to the Qualified Shareholder, which annual financial statements shall include Global’s balance sheet as at the end of such fiscal year and the related statements of Global’s income, retained earnings and cash flows for the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants, and (ii) a certificate of Global’s chief financial officer stating that such financial statements have been prepared in accordance with GAAP and fairly represent Global’s financial position and the results of its operations;

          (b) As soon as available and in any event within 45 days after the end of each of Global’s fiscal quarters, a copy of the unaudited consolidated financial statements for such fiscal quarter, which quarterly financial statements shall include Global’s balance sheet as at the end of such fiscal quarter and the related statements of Global’s income, retained earnings and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, all in reasonable detail

          (c) As soon as available and in any event within 45 days after the end of each of Global’s fiscal quarters, consolidated balance sheets of Global and its Subsidiaries, and the related consolidated statements of income and cash flows reflecting the projections of Global and its Subsidiaries consolidated financial performance for (i) the forthcoming three fiscal years on a year by year basis, and (ii) the forthcoming fiscal year on a month by month basis, in each case separated to provide such information for each of Global’s (and its Subsidiaries) business segments, in each case separated to provide such information for each of Global’s (and its Subsidiaries) business segments;

          (d) As soon as available and in any event within 30 days after the end of each fiscal month of Global, the unaudited/internal balance sheet and statements of income, changes in cash flow and retained earnings of Global as at the end of and for such fiscal month and for the fiscal year to date period then ended, prepared on a consolidated basis to include any Subsidiaries, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP (with the exception of footnotes), subject to year-end adjustments and which fairly represent Global’s financial position and the results of its operations; and accompanied by a certificate of the Global’s chief financial officer stating that such financial statements have been prepared in accordance with GAAP, without footnotes, subject to year-end adjustments, and fairly represent Global’s financial position and the results of its operations.

          (e) No later than five business days following the end of a week, a rolling 13-week statement of Global’s and its Subsidiaries cash flows.

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          6.1.2 Global shall afford the Qualified Shareholder reasonable access, at reasonable times during normal business hours, to the personnel, premises, properties, books and records, and other documents and financing, operating and other data of Global and its Subsidiaries, as such Qualified Shareholder may reasonably request, provided that any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business conducted by Global and its Subsidiaries.

ARTICLE VII
REGISTRATION RIGHTS

     Section 7.1 Demand Registration.

          (a) Requests for Registration. Subject to the terms of this Agreement, at any time beginning after the date hereof, the Qualified Shareholder may request registration under the Securities Act of all or part of its then outstanding Registrable Securities and upon request, Global shall use its reasonable best efforts to promptly file a registration statement on Form S-1 or any similar long-form registration (“Long-Form Registration”) or, if available, on Form S-3 or any similar short-form registration statement (“Short-Form Registration”). All registrations requested pursuant to Article VII are referred herein as “Demand Registrations.” Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered. Demand Registrations shall be underwritten registrations if so requested and the selling Shareholders shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten registrations by Global (subject to the approval of the Qualified Shareholder).

          (b) Long-Form Registrations. The Qualified Shareholder then outstanding will be entitled to request an unlimited number of Long-Form Registrations; provided, however, that with respect to any requests under this Section 7.1(b), Global is not eligible at the time of the request to file a Short-Form Registration that would register the amount of Registrable Securities included in such request.

          (c) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 7.1(b) above, the Qualified Shareholder will be entitled to request an unlimited number of Short-Form Registrations; provided, however, that with respect to any requests under this Section 7.1(c), Global is eligible to register securities issued by it on a Short-Form Registration. Demand Registrations will be Short-Form Registrations whenever Global is permitted to use any applicable short-form that would register the amount of Registrable Securities included in such request. If a Short-Form Registration is to be an underwritten offering, and if the underwriters for marketing or other reasons request the inclusion in the Registration Statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Registration, Global will provide such information as may be reasonably requested for inclusion by the underwriters in the Short-Form Registration.

          (d) Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise Global in writing that in their opinion the inclusion of the number of Registrable Securities and other securities requested to be

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included exceeds the number of securities which can be sold in the offering without adversely affecting the marketability of such offering, then the managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting and the number of securities that may be included in such registration and underwriting shall include first, the Registrable Securities requested to be included in such registration, by the Qualified Shareholder, and second, other equity securities requested to be included in such registration to be allocated pro rata among the holders thereof on the basis of the number of such equity securities owned by each such holder.

          (e) Selection of Underwriters. In connection with any Demand Registration that is an underwritten registration, the Qualified Shareholder shall have the right to select the managing underwriter(s) of such underwritten offering, provided such underwriter(s) must be reasonably acceptable to Global.

          (f) Payment of Expenses for Demand Registrations. Global will pay all Registration Expenses for Demand Registrations permitted under this Section 7.1.

     Section 7.2 Piggyback Registrations.

          (a) Right to Piggyback. Whenever Global proposes to register for sale any of its Equity Securities under the Securities Act, for its own account or otherwise, and the registration form to be used may be used for the registration of Registrable Securities (each, a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto), Global shall give written notice, at least fifteen (15) days prior to the proposed filing of such registration statement, to the Shareholders of its intention to effect such a registration and will use reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 7.2(b) and 7.2(c) below) with respect to which Global has received written requests for inclusion specifying the number of Equity Securities desired to be registered, which request shall be delivered within fifteen (15) days after the delivery of Global’s notice.

          (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of Global and the managing underwriters advise Global in writing that in their opinion the number of Registrable Securities requested to be included in the registration creates a substantial risk that the price per share or unit of the primary securities will be reduced or that the amount of the primary securities intended to be included on behalf of Global will be reduced, then the managing underwriter and Global may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities that may be included in such registration and underwriting shall include: first any securities that Global proposes to sell; second any Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the total number of Registrable Securities which are requested by such Shareholders to be included in such registration, and third other securities, if any, requested to be included in such registration to be allocated pro rata among the holders thereof.

          (c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary offering on behalf of holders of Global Stock and the managing

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underwriters advise Global in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, Global will include in such registration: first the Common Stock requested to be included therein by the Qualified Shareholder requesting such registration, second the Registrable Securities requested to be included in such registration, pro rata among the other holders of such Registrable Securities on the basis of the total number of Registrable Securities which are requested by such Shareholders to be included in such registration; and third other securities, if any, requested to be included in such registration to be allocated pro rata among the holders thereof.

          (d) Selection of Underwriters. In connection with any Piggyback Registration that does not arise from a Demand Registration, Global will have such right to select the managing underwriter(s) in respect of such offering, provided that such managing underwriter(s) must be reasonably acceptable to the Qualified Shareholder.

          (e) Payment of Expenses for Piggyback Registrations. Global will pay all Registration Expenses for the Piggyback Registrations under this Section 7.2.

     Section 7.3 Other Registrations. Global shall not grant to any Person the right, other than as set forth herein, to request Global to register any securities of Global except such rights as are not more favorable than the rights granted to the Shareholder hereunder.

     Section 7.4 Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, Global will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, Global will as expeditiously as reasonably possible:

          (a) prepare and, as soon as practicable after the end of the period within which requests for registration may be given to Global, file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, Global will furnish copies of all such documents proposed to be filed to one counsel designated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel a reasonable period of time to review and comment upon such documents; and Global shall consider in good faith any such reasonable changes that such counsel may suggest);

          (b) respond to written comments received from the SEC upon a review of the Registration Statement within ten (10) business days and furnish to the legal counsel for the selling holders of Registrable Securities, without charge, copies of any correspondence from the SEC or the staff of the SEC to Global or its representatives relating to any Registration Statement (redacted to eliminate material non-public information, if any, in such correspondence), and shall reasonably cooperate with such counsel in performing Global’s obligations pursuant to this Section 7.4;

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          (c) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus(es) used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than the earlier of eighteen (18) months or until the date that all of the securities covered by the registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

          (d) in connection with any filing of any registration statement or prospectus or amendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and (ii) to not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

          (e) furnish to each seller of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectus(es) included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (f) use its reasonable best efforts to register or qualify such Registrable Securities under such securities or blue sky laws of such jurisdictions as the sellers of Registrable Securities reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that Global will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not subject to taxation);

          (g) promptly notify each seller of such Registrable Securities and, if requested by such seller, confirm in writing, when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, and within four (4) business days after Global learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular Registration Statement, as the case may be, submit to the SEC a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) business days after the submission of such request;

          (h) promptly notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Global will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of

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such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

          (i) furnish counsel for each underwriter, if any, and for the sellers of such Registrable Securities with copies of any written request by the SEC or any state securities authority for amendments or supplements to a registration statement or prospectus, or for other information related to such registration;

          (j) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Global are then listed or if no such securities are then listed, such securities exchange as the Qualified Shareholder may request;

          (k) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the Effective Date;

          (l) enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

          (m) use commercially reasonable efforts to cooperate with each seller of Registrable Securities and the underwriter or managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three business days prior to any sale of Registrable Securities;

          (n) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, the counsel retained to represent the sellers of Registrable Securities pursuant to Section 7.5(a), if any, and any attorney, accountant or other agent retained by the underwriter, all financial and other records, pertinent corporate documents and properties of Global, and cause Global’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Qualified Shareholder and any such, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by Global and that are non-public shall be used only in connection with such registration and shall be kept strictly confidential by any of the foregoing recipients, except to the extent disclosure of such records, information or documents is required by written order of any governmental authority;

          (o) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

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          (p) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its shareholders, as soon as reasonably practicable, an earnings statement covering at least twelve (12) months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (q) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority (“FINRA”), and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA).

          (r) at least forty-eight (48) hours prior to the filing of any registration statement or prospectus, or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Securities and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected pursuant to Section 7.5(a) shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for Global the filing of such amendment or supplement is reasonably necessary to protect Global from any liabilities under any applicable federal or state law and such filing will not violate applicable laws;

          (s) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement: (i) an opinion of counsel, addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such counsel, underwriters and the sellers may reasonably agree upon, including such matters as are customarily furnished in connection with an underwritten offering, and (ii) a letter or letters from the independent certified public accountants of Global addressed to the underwriters and the sellers of Registrable Securities, covering such matters as such accountants, underwriters and sellers may reasonably agree upon, in which letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered public accounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of Global included in the registration statement, the prospectus(es), or any amendment or supplement thereto, comply in all material respects with the applicable accounting requirements of the Securities Act; and

          (t) with respect to Demand Registrations, make senior executives of Global reasonably available to assist the underwriters with respect to, and accompany the underwriters on, the so-called “road show” in connection with the marketing efforts for, and the distribution and sale of Registrable Securities pursuant to a registration statement.

     Section 7.5 Registration Expenses.

          (a) Global’s Expenses. Global will pay all expenses incident to Global’s performance of or compliance with this Agreement, including, but not limited to: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws; printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for Global; fees and disbursements of one counsel chosen by the holders of a majority of the Registrable

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Securities to be included in such registration to represent all holders of Registrable Securities to be included in the registration; fees and disbursements of Global’s registered public accounting firm; and reasonable fees and disbursements of all other Persons retained by Global (all such expenses being herein called “Registration Expenses”). In addition, Global will pay its internal expenses (including, but not limited to, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by Global and the expenses and fees for listing the securities to be registered on each securities exchange.

          (b) Holder’s Expenses. To the extent that any expenses incident to any registration are not required to be paid by Global, each holder of Registrable Securities included in a registration will pay all such expenses which are clearly and solely attributable to the registration of such holder’s Registrable Securities so included in such registration, and any other expenses not so attributable to one holder will be borne and paid by all sellers of securities included in such registration in proportion to the number of securities so included by each such seller.

     Section 7.6 Indemnification.

          (a) By Global. Global agrees to indemnify, to the fullest extent permitted by law, each Shareholder and, as applicable, each of its trustees, shareholders, members, directors, managers, partners, officers and employees, and each Person who controls such Shareholder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorneys’ fees and expenses) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Global by such holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus or any amendments or supplements thereto after Global has furnished such holder with a sufficient number of copies of the same, or any violation or alleged violation by Global of the Securities Act, the Exchange Act or applicable “blue sky” laws. In connection with an underwritten offering, Global will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 7.6(a) will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred.

          (b) By Each Holder of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Global in writing such information relating to such holder as is reasonably necessary for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Global and, as applicable, each of its directors, employees and officers and each Person who controls Global (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any

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untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however, that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and limited to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement, unless such loss, claim, damage, liability or expense resulted from such holder’s intentionally fraudulent conduct.

          (c) Procedure. Each party entitled to indemnification under this Section 7.6 (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has received written notice of any claim as to which indemnity may be sought, and, unless in such indemnified party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest; provided, however, that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not make any settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7.6 only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (x) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (y) that includes an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

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          (d) Survival. The indemnification (and contribution provisions in Section 7.7 below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party and will survive the transfer of securities.

     Section 7.7 Contribution.

          (a) If the indemnification provided for in Section 7.6 from the Indemnifying Party is unavailable to or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or expenses referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.6, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding this Section 7.7, an indemnifying holder shall not be required to contribute any amount in excess of the amount by which (i) the total price at which the Registrable Securities sold by such holder exceeds (ii) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct.

          (b) Equitable Considerations; Etc. Global and the Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 7.7(b) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     Section 7.8 Compliance with Rule 144 and Rule 144A. In the event that Global (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act following a Public Offering, then at the request of the Qualified Shareholder, Global will (i) forthwith furnish a written statement of compliance with the filing requirements of the SEC as set forth in Rule 144, and (ii) make available to the public and the Shareholders such information, and take such action as is

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reasonably necessary, to enable the Shareholders to make sales pursuant to Rule 144. Unless Global is subject to Section 13 or 15(d) of the Exchange Act, Global will provide to the Shareholders and to any prospective purchaser of Registrable Securities under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the SEC.

     Section 7.9 Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by such Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

     Section 7.10 Amendment and Waiver. The provisions of this Article VII may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Global and the Qualified Shareholder. Any amendment or waiver effected in accordance with this Section 7.7 shall be binding upon each Shareholder and Global. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Article VII unless the same consideration also is offered to all of the Shareholders.

ARTICLE VIII
REQUIRED APPROVALS

     Section 8.1 In addition to any other approvals required by law, Global will not take the following actions without the approval or written consent of not less than a majority of the then outstanding shares of Stock entitled to vote on such matter (treating all Convertible Securities as converted for purposes of this Section 8.1), voting together as a single class on an as-converted basis:

          (a) the issuance, purchase, redemption or repurchase, or determination whether to exercise repurchase rights, of any Common Stock or other Equity Securities and the equity securities of its Subsidiaries, including, without limitation, options, warrants and preemptive rights, except to the extent such Equity Securities are issued in connection with the grant of options to purchase Common Stock or other stock-based awards or sales, with exercise or purchase prices not less than the market price of the Common Stock on the date of grant or issuance, which are issued or sold to employees, officers, directors or consultants of Global for the primary purpose of soliciting or retaining their employment or service pursuant to an equity compensation plan approved by the Board, and the Common Stock issued upon the exercise thereof;

          (b) the declaration or payment of any dividends or other distributions in respect of the capital stock of Global and its Subsidiaries;

          (c) the entering into of any agreement to effect a Public Offering;

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          (d) incur any indebtedness for borrowed money or grant, create or permit the imposition of any lien, charge, security interest or other encumbrance upon any of the assets or properties of Global or any Subsidiary, or guaranty or provide surety for the obligations of any third party, other than (i) ordinary course trade payables, and (ii) financings of budgeted capital expenditures reflected in annual budgets approved by the vote of the Board;

          (e) the amendment or modification or any documentation relating to indebtedness for borrowed money of Global or any Subsidiary, other than indebtedness permitted under clause (d) above;

          (f) the creation, modification, amendment or repeal of the Amended and Restated Certificate of Incorporation or the Amended and Restated By-Laws of Global or equivalent organizational documents of any of its Subsidiaries;

          (g) the entering into or consummating of any Sale of Global or, any sale, lease, sublease or other transfer or disposition of any material assets of Global or any of its Subsidiaries , or any voting stock of any Subsidiary of Global;

          (h) except pursuant to the terms of Section 3.3(b) or Article V, make any payment on account of, or set aside any assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Global or any Subsidiary;

          (i) voluntarily liquidate, wind-up, dissolve or commence any bankruptcy, insolvency, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or make a general assignment for the benefit of creditors;

          (j) change the line of business of Global or any Subsidiary;

          (k) increase the size of the Board; and

          (l) the entering into by Global or any of its Subsidiaries of any agreement obliging, committing or binding Global or any such Subsidiary to do anything or take any action referred to in clauses (a) — (k) above, and any amendment or modification of any such agreement.

ARTICLE IX
NOTICES

     All notices, demands, consents, approvals, requests or other communications which any of the parties to this Agreement may desire or be required to give hereunder (collectively, “Notices”) shall be in writing and shall be given by registered or certified mail, return receipt requested, with postage prepaid, by a nationally recognized overnight courier, or by PDF via email and addressed as follows:

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If to Global:

Global Employment Holdings, Inc.
10375 Park Meadows Drive, Suite 375
Lone Tree, Colorado
Attention: Howard Brill
email: hbrill@gesnetwork.com

with a copy to:

Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
Attention: Matthew Ray
email: mray@vpcadvisors.com

     If to any Shareholder, to such Shareholder at the address indicated under the Shareholder’s name on the signature pages hereto, as from time to time amended. Global or any Shareholder may change its address for Notices hereunder by a Notice given pursuant to this Article IX. A Notice sent in compliance with the provisions of this Article IX shall be deemed given on the third business day next succeeding the day on which it is sent if sent by registered or certified mail or on the first business day following the day on which the notice was delivered to an overnight courier or, if notice is given by email, upon email confirmation that such notice was received.

ARTICLE X
MISCELLANEOUS

     Section 10.1 Entire Agreement. This Agreement (together with any other agreements contemplated hereby) among Global and any Shareholder, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof or thereof. No representation, inducement, promise, understanding, condition or warranty not set forth in this Agreement (or in any other agreements contemplated hereby) has been made or relied upon by any party to this Agreement.

     Section 10.2 Amendment Except as set forth in Article VII, any provision of this Agreement may be amended, modified or waived if such amendment, modification or waiver is in writing and approved by the holders of a majority the then outstanding Stock, treating all Convertible Securities as converted for purposes of this Section 10.2, that are parties to this Agreement, voting together as a single class; provided, however, that any amendment adversely affecting Global shall require the consent of Global.

     Section 10.3 Waiver. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies in this Agreement provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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     Section 10.4 Termination. This Agreement shall automatically terminate upon all shares of Stock of Global being owned by a single Person or upon the vote of 75 percent of the outstanding Stock.

     Section 10.5 Governing Law; Waiver of Jury Trial. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to the conflicts of law principles thereof. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

     Section 10.6 Consent to Jurisdiction. All actions, proceedings, claims, counterclaims or cross-complaints in any action or other proceeding brought by any party hereto against any other Party or Parties hereto with respect to any matter arising out of, or in any way connected with or related to, this Agreement or any portion thereof, shall be heard and determined in the Delaware Chancery Court sitting in Wilmington, Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding, irrevocably agree that any such court is a proper venue for any such action, and irrevocably waive the defense of an inconvenient forum. Each Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such Party at its address specified in Article IX. Nothing in this Section 10.6 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

     Section 10.7 Successors and Assigns. Subject to the other provisions hereof, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

     Section 10.8 No Other Relationships. Nothing herein contained shall be construed to constitute any Shareholder the legal representative or agent of any other Shareholder. No party to this Agreement shall have any right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of any other party to this Agreement. No Shareholder shall assume or be responsible for any liability or obligation of any nature, or any liability or obligation that arises from any act or omission to act of, of any other party to this Agreement however or whenever arising. This Agreement shall not limit in any manner the manner in which the Shareholders or their respective Affiliates conduct their own respective businesses and activities. Global and each Shareholder (a) agrees that any Shareholder and any Affiliates of a Shareholder may engage in or possess interests in other business ventures and activities of every kind and description, independently or with others, whether existing as of the date hereof or hereafter coming into existence, (b) authorizes, consents to and approves of such activities, whether or not any such activities may conflict with any

25

interest of the Shareholder or any Shareholder, and (c) agrees that neither Global nor the Shareholder(s) (nor any of them) shall have any rights in or to any such ventures and activities or any income or profits derived therefrom. The provisions of this Section 10.8 are not intended to limit or modify the restrictions or prohibitions of any employment agreements or other agreements regarding non-competition to which any Shareholder is a party. To the extent that at law or in equity, a Shareholder has duties (including fiduciary duties) and liabilities relating thereto to Global or to any other shareholder of Global, such Shareholder acting under this Agreement shall not be liable to Global or to any shareholder of Global for its good faith reliance on the provisions of this Agreement to the full extent permitted by applicable law. The provisions of this Agreement, to the extent that they expressly restrict the duties and liabilities of a Shareholder otherwise existing at law or in equity, and, solely to such extent, are agreed by the parties hereto to replace such other duties and liabilities of such Shareholder.

     Section 10.9 No Third Party Beneficiaries. Nothing contained in this Agreement (express or implied) is intended to or shall confer upon any other person other then the parties hereto any legal or equitable right, benefit or remedy of any nature whatsoever (including any rights as a third party beneficiary or otherwise) under or by reason of this Agreement.

     Section 10.10 Illegality and Severability. If application of any one or more of the provisions of this Agreement shall be unlawful under applicable law and regulations, then the parties will attempt in good faith to make such alternative arrangements as may be legally permissible and which carry out as nearly as practicable the terms of this Agreement. Should any portion of this Agreement be deemed unenforceable by a court of competent jurisdiction, the remaining portion hereof shall remain unaffected and be interpreted as if such unenforceable portions were initially deleted.

     Section 10.11 Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

     Section 10.12 Confidentiality; Public Announcements, Etc. Each Shareholder agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of Global’s confidential information, including, without limitation, all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of Global, which the Shareholder or any such Affiliates may or hereafter come to know as a result of its position as a Shareholder.

     Section 10.13 Additional Shareholders. In connection with the issuance of any additional Stock or Equity Securities to a Person that is not a Party to this Agreement, Global shall require such Person to become a party to this Agreement and accede to all of the rights and obligations of a Shareholder under this Agreement by obtaining an executed Joinder Agreement, substantially in the form attached hereto as Exhibit A, and, upon such execution, such Person shall for all purposes be a Shareholder and Party to this Agreement and shall be bound by and entitled to the benefits of this Agreement.

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     Section 10.14 Restrictive Legends. Global will stamp or imprint each certificate or other instrument representing shares of Stock, throughout the term of this Agreement, with a legend in the following form:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.”

     Section 10.15 Captions. The captions in this Agreement are included for convenience or reference only and shall be ignored in the construction or interpretation hereof.

     Section 10.16 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and to this Agreement were upon the same instrument. This Agreement shall become effective when each party to this Agreement shall have received a counterpart hereof signed by the other party to this Agreement.

     Section 10.17 Equity Splits. All references to shares of Stock in this Agreement shall be appropriately adjusted to reflect any dividend, split, combination or other recapitalization of equity of Global occurring after the date of this Agreement.

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     Section 10.18 No Partnership. It is expressly understood and agreed that this Agreement does not constitute a partnership or joint venture and that none of the parties hereto should be deemed partners or parties to any sort of joint venture or similar agreement

[Signature pages follow]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GLOBAL EMPLOYMENT HOLDINGS, INC., a Delaware corporation
By:
	Name:
	Title:
SHAREHOLDERS
By:
	Name:
	Title:

EXHIBIT A

Form of Joinder Agreement

JOINDER
TO
SHAREHOLDERS’ AGREEMENT
OF
GLOBAL EMPLOYMENT HOLDINGS, INC.

           The undersigned,                                           , in order to become the owner or holder of                       shares of [Common Stock] [Series B Convertible Preferred Stock] [Series A Convertible Preferred Stock], par value $0.001 per share, of Global Employment Holdings, Inc., a Delaware corporation, hereby agrees to become a Shareholder party to, and to be bound in all respects by the terms and conditions within, that certain Shareholders’ Agreement, dated as of September ___, 2009 (the “Shareholders’ Agreement”), by and among Global Employment Holdings, Inc. and each of the other parties signatory thereto, a copy of which is attached hereto. This Joinder Agreement shall become a part of such Shareholders’ Agreement.

Executed as of the date set forth below under the laws of the State of Delaware.

Name:

Address:

Date:

Accepted:

GLOBAL EMPLOYMENT HOLDINGS, INC.

By:

Date:

EX-99.6

Exhibit 6

SERIES A CONVERTIBLE PREFERRED STOCK AMENDMENT
AND CONVERSION AGREEMENT

     This SERIES A CONVERTIBLE PREFERRED STOCK CONVERSION AGREEMENT (this “Agreement”) is entered into as of September 30, 2009, by and between Global Employment Holdings, Inc., a Delaware corporation (“Global”), and the holders of Global’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), listed on the signature pages hereto (each, a “Preferred Holder” and collectively, the “Preferred Holders”). Global and the Preferred Holders are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”

RECITALS

     WHEREAS, Global sold and issued the Preferred Stock on March 31, 2006 pursuant to the terms of a Preferred Stock Securities Purchase Agreement by and among Global and the purchasers party thereto (the “Securities Purchase Agreement”);

     WHEREAS, the Preferred Stock is convertible into shares of Global’s Common Stock, par value $0.001 per share (the “Common Stock”), pursuant to, and is subject to the other terms set forth in, the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Global Employment Holdings, Inc. filed with the Secretary of State of the State of Delaware on March 31, 2006, as amended (the “Series A Certificate of Designation”);

     WHEREAS, Global’s board of directors has approved the filing of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Global Employment Holdings, Inc., attached hereto as Exhibit B (the “Series B Certificate of Designation”), which establishes the rights, preferences and privileges of Global’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”);

     WHEREAS, Global’s board of directors has declared the advisability and recommended that Global’s stockholders adopt and approve an amendment to the Series A Certificate of Designation, attached hereto as Exhibit A (the “Amendment”), which, among other things, would provide for the conversion of the Preferred Stock into shares of Series B Preferred Stock in accordance with the terms thereof;

     WHEREAS, Global, the Preferred Holders and certain other parties thereto are parties to the Restructuring Support Agreement of even date herewith (the “Restructuring Agreement”) pursuant to which the parties thereto have agreed, among other things, to restructure certain indebtedness of Global and its direct and indirect subsidiaries;

     WHEREAS, pending the effectiveness of the Amendment, the Preferred Holders have agreed to waive certain rights set forth in the Series A Certificate of Designation by entering into a consent and waiver agreement substantially in the form attached hereto as Exhibit C (the “Consent and Waiver”);

     WHEREAS, pending the effectiveness of the Amendment, the Preferred Holders have agreed to waive all rights and obligations set forth in the Preferred Transaction Documents (as

defined below); and

     WHEREAS, pursuant to the Restructuring Agreement, Global and the Preferred Holders agreed that following the effectiveness of the Amendment and the filing of the Series B Certificate of Designation, the Preferred Holders would convert all outstanding shares of Preferred Stock into shares of Series B Preferred Stock on the terms set forth in this Agreement (the “Conversion”).

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

AGREEMENT

Article I
Definitions

     1.1 Recitals. The Recitals above are incorporated by reference into and made a part of this Agreement.

     1.2 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

     “Action” means any judicial or administrative action, claim, suit, investigation, hearing, demand or proceeding by or before any Governmental Authority.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York or Colorado are authorized or obligated to close.

     “Conversion Fee” means a fee payable in cash to each Preferred Holder that converts 100 percent of its or his shares of Preferred Stock pursuant to Article II, in an amount equal to 0.75 percent of the aggregate principal amount of the Preferred Stock so converted.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Governmental Authority” means any foreign, federal, state or local government, governmental authority, regulatory or administrative agency, governmental commission, court or tribunal (or any department, agency, bureau, division or subdivision thereof).

     “Law” shall mean any foreign, federal, state or local statute, law, treaty, ordinance,

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regulation, rule, judgment, decree, writ, injunction, or judicial or administrative order.

     “Lien” means any (a) mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest and (b) purchase option, preemptive right, right of first refusal, call or similar right of a third party with respect to such securities.

     “Person” means any individual, partnership, limited liability company, limited liability partnership, corporation, incorporated or unincorporated association, joint stock company, trust, joint venture, unincorporated organization or Governmental Authority.

     “Securities Act” means the Securities Act of 1933, as amended.

Article II
Amendment of the Series A Certificate of Designation; Conversion of Preferred Stock

     2.1 Approval of Amendment. Each Preferred Holder hereby grants its or his consent and approval, with respect to all shares of Series A Preferred Stock held by such Preferred Holder, to the Amendment. In furtherance and not in limitation of the foregoing, as and to the extent required by applicable law, as promptly as possible following the effective date of Global’s termination of registration under Section 12(g) of the Exchange Act, Global shall seek the adoption and approval of Global’s stockholders, by written consent or by vote taken at a duly called meeting of stockholders, of the Amendment. Global shall submit such matters to Global’s stockholders for approval even if Global’s board of directors shall have withdrawn or qualified its recommendation thereof. Each Preferred Holder agrees to vote, or cause to be voted, all of the shares of Preferred Stock and Common Stock then owned by it or any of its subsidiaries or affiliates, in favor of the adoption and approval of the Amendment, and to deliver or provide, in its capacity as a stockholder of Global, any other approvals or consents that are required under applicable law to effect the Amendment.

     2.2 Consent and Waiver with respect to Series A Preferred. Pursuant to the Consent and Waiver entered into effective as of the date hereof, the Preferred Holders consent to the transactions contemplated by the Restructuring Agreement and agree to waive certain provisions contained in, and certain rights and remedies of the Preferred Holders under, the Series A Certificate of Designation, pursuant to Section XVI.H of the Series A Certificate of Designation.

     2.3 Conversion. Subject to the satisfaction (or waiver) of the conditions set forth in Section 5 hereof and immediately following the effectiveness of the Amendment, the Preferred Holders agree to, and do hereby, convert each share of Preferred Stock (including any and all interest, dividends, premiums or other accrued and unpaid amounts thereon as of the Conversion Date) into 2.9264859 shares of Series B Preferred Stock pursuant to the terms of the Series A Certificate of Designation, as amended by the Amendment, and Global shall cancel on its books the Preferred Stock held in the names of the Preferred Holders. The date of the Conversion is referred to as the “Conversion Date”. The terms of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation attached hereto as Exhibit B. After the Conversion Date, each certificate previously representing shares of Preferred Stock shall instead represent the right to receive shares of Series B Preferred Stock. Notwithstanding the conversion procedures and rights set forth in Article V.D and XVI.F of the Series A Certificate of

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Designation, the Parties agree that the Conversion shall be effective prior to the receipt of a certificate of shares of Series B Preferred Stock and upon the Conversion each Preferred Holder shall be entitled to all rights and privileges afforded to a holder of Series B Preferred Stock under the Series B Certificate of Designation without any requirement on the part of Global to deliver stock certificates to the Preferred Holders. Following the Conversion, and in any event on or before the later of (i) December 31, 2009 or (ii) 60 days after the Conversion, Global shall pay to each Preferred Holder that converts 100 percent of its or his shares of Preferred Stock pursuant to this Article II the Conversion Fee.

     2.4 Shareholders’ Agreement. Pursuant to the Shareholders’ Agreement, by and among, inter alia, Global and the stockholders party thereto, a copy of which is attached hereto as Exhibit D (the “Shareholders’ Agreement”) entered into effective as of the date hereof, the Preferred Holders have agreed to the voting obligations and limitations on transfers of Global’s capital stock, as set forth therein.

     2.5 Termination of the Preferred Transaction Documents; Waiver of All Defaults, Rights, Remedies and Obligations Thereunder. The Preferred Holders and Global hereby agree to terminate the Securities Purchase Agreement, the Registration Rights Agreement (as defined in the Securities Purchase Agreement) and the Joinder Agreement to the Preferred Stock Securities Purchase Agreement, dated as of March 31, 2006, executed by Global (collectively, the “Preferred Transaction Documents”) effective immediately upon the Conversion. From and after the date hereof until the earliest to occur of (i) the termination of this Agreement, (ii) the consummation of the Conversion, and (iii) the termination of the Preferred Transaction Documents, the Preferred Holders, which constitute no less than (x) 66-2/3% of the outstanding shares of Preferred Stock, for purposes of the Securities Purchase Agreement, and (y) the Required Holders (as defined in the Registration Rights Agreement), hereby waive, as to all shares of Preferred Stock and all holders thereof, (a) all rights, remedies, privileges, defaults, violations, breaches, claims, demands, causes of action, liabilities and losses, whether in law or in equity, whether under contract or otherwise, of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, and whether representing a past, present or future obligation (collectively, “Rights”) under the Preferred Transaction Documents that have existed or may exist on or prior to the date hereof, (b) all Rights under the Preferred Transaction Documents that arise or exist as result of this Agreement, the Amendment, the Conversion, the Restructuring Agreement, the termination of the Preferred Transaction Documents or the consummation of the transactions contemplated hereby or thereby, and (c) all obligations, agreements, covenants, requirements, representations and warranties of Global and each of its subsidiaries under the Preferred Transaction Documents.

     2.6 Restricted Securities. The shares of Series B Preferred Stock issued upon the Conversion are being issued pursuant to an exemption from the prospectus delivery and registration requirements of the Securities Act. Each Preferred Holder acknowledges and agrees, as of the date hereof and the Conversion Date, that: (a) the shares of Preferred Stock held by such Preferred Holder are restricted securities within the meaning of Rule 144 promulgated under the Securities Act and that the shares of Series B Preferred Stock issued upon the Conversion are also restricted securities within the meaning of Rule 144 promulgated under the Securities Act; and (b) the shares of Series B Preferred Stock issued upon the Conversion may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration

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statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with all applicable securities laws. Accordingly, the certificates representing the shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear any legend that is required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

GLOBAL EMPLOYMENT HOLDINGS, INC. IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OF CAPITAL STOCK. PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, GLOBAL EMPLOYMENT HOLDINGS, INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

Furthermore, each Preferred Holder acknowledges and agrees that the shares of Series B Preferred Stock received upon the Conversion shall be subject to the restrictions set forth in the Shareholders’ Agreement, and that the certificate representing the shares of Series B Preferred Stock issued upon the Conversion pursuant to this Agreement shall bear a restrictive legend in substantially the following form:

THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009,

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AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF GLOBAL EMPLOYMENT HOLDINGS, INC.

Article III
Representations and Warranties of the Preferred Holders

     Each Preferred Holder, severally and not jointly, hereby represents and warrants to Global, as of the date hereof and as of the Conversion Date, as follows:

     3.1 Organization and Authorization. If a legal entity, the Preferred Holder is duly formed, organized or incorporated, as the case may be, validly existing and in good standing under the laws of the state or country of its formation, organization or incorporation. If and as applicable, the Preferred Holder has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, to consent to the adoption of the Amendment and to complete the Conversion. If and as applicable, all actions or proceedings to be taken by or on the part of the Preferred Holder to authorize and permit the execution and delivery by the Preferred Holder of this Agreement and the instruments required to be executed and delivered by the Preferred Holder pursuant hereto, the performance by the Preferred Holder of its obligations hereunder and thereunder and the consummation by the Preferred Holder of the transactions contemplated herein and therein have been duly and properly taken. This Agreement has been duly executed and delivered by the Preferred Holder, constitutes its or his legal, valid and binding obligation, and is enforceable in accordance with its terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and to general principles of equity.

     3.2 Noncontravention. The execution and delivery of this Agreement, the other documents contemplated herein, including the consent to the Amendment, and the consummation of the transactions contemplated herein and therein do not or will not result in: (a) a conflict with or a breach of any provision of the Preferred Holder’s certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or other company governance documents, if a legal entity; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which the Preferred Holder is a party, by which it or he is bound or to which any of its or his assets is subject; or (c) a violation by the Preferred Holder of any Law. The Preferred Holder is not required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with the Preferred Holder’s execution, delivery and performance of this Agreement or any of the other documents contemplated herein or the consummation of the transactions contemplated herein or therein,

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except (i) such consents and approvals which are specifically described in the Restructuring Agreement and which consents and approvals shall be duly and properly obtained on or before the Conversion Date, (ii) for Schedule 13D filings or amendments to Schedule 13Ds that are required to be made under the Exchange Act, and (iii) any filings that are required to be made under Section 16 of the Exchange Act.

     3.3 Ownership of, and Rights to Convert, the Preferred Stock. On the date hereof and on the Conversion Date immediately prior to the Conversion (except as permitted by the Restructuring Agreement), the Preferred Holder is and shall be the beneficial and record owner of the shares of Preferred Stock set forth next to the Preferred Holder’s name on Schedule A that the Preferred Holder is converting pursuant to this Agreement and the Series A Certificate of Designation, as amended by the Amendment, free and clear of any Liens. Subject to the terms of this Agreement, (a) the Preferred Holder has the full right, power and authority to (i) vote, or execute a consent with respect to, all of its or his shares of Preferred Stock and any other securities permitted to vote, or execute a consent with respect to, the Amendment, and (ii) convert all of its or his shares of Preferred Stock into Series B Preferred Stock pursuant to this Agreement, free and clear of any Liens, and (b) there are no agreements restricting (i) the right of such Preferred Holder to vote such shares of Preferred Stock (or any other securities held by such Preferred Holder entitled to vote with respect to the Amendment) in favor of the Amendment or otherwise consent to the Amendment, or (ii) the conversion by the Preferred Holder of the shares of Preferred Stock into Series B Preferred Stock pursuant to this Agreement or the Preferred Holder’s ability to consummate the transactions contemplated by this Agreement. Neither the shares of Preferred Stock the Preferred Holder is converting pursuant to this Agreement nor the shares of Series B Preferred Stock into which the Preferred Stock held by the Preferred Holder is being converted are subject, contingent or otherwise, to (x) any outstanding option, warrant, call, or similar right of any other Person to acquire the same, (y) any restriction on transfer or voting except under applicable U.S. federal and state securities Laws, or (z) any voting agreement, voting trust, proxy or any similar arrangement regarding the right to vote or provide consent on account of such shares of Preferred Stock or any other securities held by such Preferred Holder, in each case, other than as set forth in the Shareholders’ Agreement. Except as permitted by the Restructuring Agreement, the Preferred Holder has not previously sold, transferred or disposed of all or any portion of the shares of Preferred Stock that the Preferred Holder is converting pursuant to this Agreement.

     3.4 Litigation. There is no Action pending, or to the knowledge of the Preferred Holder, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by the Preferred Holder of this Agreement or otherwise affecting any of the Preferred Holder’s interest in the shares of Preferred Stock the Preferred Holder is converting or the shares of Series B Preferred Stock into which the Preferred Stock is being converted pursuant to this Agreement or the Preferred Holder’s ability to consummate the transactions contemplated by this Agreement, including, without limitation, the Conversion.

     3.5 Investor Representations.

          (a) The Preferred Holder is acquiring the Series B Preferred Stock issuable upon conversion of the Preferred Stock for its or his own account, not as a nominee or agent, and not with a view to or for distributing or reselling any of the shares of Series B Preferred Stock, or

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any part thereof. The Preferred Holder has no present intention of selling, granting any participation in or otherwise distributing shares of the Series B Preferred Stock. Notwithstanding the foregoing, by making the representations herein, the Preferred Holder does not agree to hold the shares of Series B Preferred Stock for any minimum or other specific term and reserves the right to dispose of any shares of Series B Preferred Stock at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. Except as otherwise disclosed to Global with respect to any potential sale, transfer, distribution or grant of participation to the Preferred Holder’s Affiliates, the Preferred Holder does not have any agreement, arrangement or understanding, directly or indirectly, with any Person to sell, transfer, distribute or grant any participation in all or any part of the shares of Series B Preferred Stock received upon the Conversion pursuant to the terms of this Agreement.

          (b) At the time the Preferred Holder was offered the Series B Preferred Stock and as of the Conversion Date, the Preferred Holder was and is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

          (c) The Preferred Holder is not a registered broker-dealer under Section 15 of the Exchange Act.

          (d) The Preferred Holder understands and acknowledges that the Series B Preferred Stock and the Conversion will not be registered under the Securities Act on the grounds that the Conversion and issuance of the Series B Preferred Stock contemplated by this Agreement are exempt from registration.

          (e) The Preferred Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Series B Preferred Stock, and has so evaluated the merits and risks of such investment. The Preferred Holder has received all the information it or he has requested from Global and considers necessary or appropriate for deciding whether to acquire the Series B Preferred Stock. The Preferred Holder is able to bear the economic risk of an investment in the Series B Preferred Stock, and, at the present time, is able to afford a complete loss of such investment.

          (f) The Preferred Holder is not acquiring the Series B Preferred Stock as a result of any advertisement, article, notice or other communication regarding the Series B Preferred Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or other general solicitation or general advertisement.

Article IV
Representations and Warranties of Global

     Global hereby represents and warrants to the Preferred Holders, as of the date hereof and as of the Conversion Date, as follows:

     4.1 Organization and Authorization. Global is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Global has the requisite power and authority to execute and deliver this Agreement and to perform its obligations

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hereunder, including, without limitation, to certify the adoption of the Amendment and file such Amendment with the Secretary of State of the State of Delaware. All actions or proceedings to be taken by or on the part of Global to authorize and permit the execution and delivery by Global of this Agreement and the instruments required to be executed and delivered by Global pursuant hereto, the performance by Global of its obligations hereunder and thereunder and the consummation by Global of the transactions contemplated herein and therein have been duly and properly taken. This Agreement, the Series B Certificate of Designation and the certificate of amendment filed with the Secretary of State of the State of Delaware with respect to the Amendment have been duly executed and delivered by Global, constitute its legal, valid and binding obligations and are enforceable in accordance with their terms and conditions, subject only to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and to general principles of equity.

     4.2 Noncontravention. The execution and delivery of this Agreement, the other documents contemplated herein, and the consummation of the transactions contemplated herein and therein, do not or will not result in: (a) a conflict with or a breach of any provision of Global’s certificate of incorporation, bylaws or other governing documents; (b) a breach of, constitute a default or right or cause of action under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice to any Person under any agreement, indenture, contract, lease, license, instrument or other arrangement to which Global is a party, by which it is bound or to which any of its assets is subject; or (c) a violation by Global of any Law. Neither Global nor any of its subsidiaries is required by applicable Law or other obligation to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or other Person in connection with Global’s execution, delivery and performance of this Agreement or any of the other documents contemplated herein or the consummation of the transactions contemplated herein or therein, except for (i) such consents and approvals which are specifically described in the Restructuring Agreement and which consents and approvals shall be duly and properly obtained on or before the Conversion Date, (ii) the filing of a Form D, if necessary, under Regulation D promulgated under the Securities Act, and (iii) any filings required to comply with state securities laws in connection with the consummation of the transactions contemplated hereby.

     4.3 Amendment. Global’s board of directors, at a meeting duly called and held, unanimously adopted resolutions (i) determining that the Amendment is advisable, fair to and in the best interest of Global and its stockholders (including the Preferred Holders), (ii) approving the Amendment, (iii) recommending that the stockholders, consent to approve the Amendment and (iv) approving the Series B Certificate of Designation. No further corporate action is required by Global’s board of directors in order for Global to approve the transactions contemplated by this Agreement and the Amendment, subject to approval by the Preferred Holders or holders of Common Stock, as applicable, which are the only votes of Global’s equity holders required for the approval of the Amendment and the consummation of the transactions contemplated by this Agreement.

     4.4 Litigation. There is no Action pending, or to the knowledge of Global, contemplated or threatened, before any Governmental Authority restricting the execution, delivery, or performance by Global of this Agreement, the Amendment or the Series B

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Certificate of Designation or otherwise affecting the ability of Global to consummate the transactions contemplated hereby or thereby.

     4.5 Exemption from Registration. Based upon the accuracy and completeness of the representations and warranties of the Preferred Holders under Section 3.5 of this Agreement, the issuance of the shares of Series B Preferred Stock by Global is exempt from registration under the Securities Act.

     4.6 No General Solicitation. None of Global, any of its Affiliates, or any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the Amendment, the Conversion and the issuance of the Series B Preferred Stock. Except for payments to Stifel, Nicolaus & Company, Incorporated for which the Preferred Holders shall not be liable, Global shall not be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions relating to or arising out of this Agreement and the transactions contemplated hereby. Global shall pay, and hold the Preferred Holders harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

     4.7 No Integrated Offering. None of Global or, to Global’s knowledge, any of its Affiliates or any Person acting on its or their behalf, has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the shares of Series B Preferred Stock or cause the issuance of the shares of Series B Preferred Stock to be integrated with prior offerings by Global for purposes of the Securities Act.

Article V
Conditions to Conversion

     The obligations of each Preferred Holder hereunder to consummate the Conversion is subject to the satisfaction, on or before the Conversion Date, of each of the following conditions, provided that these conditions are for each Preferred Holder’s sole benefit and may be waived by each such Preferred Holder at any time in its sole discretion:

     5.1 The representations and warranties of Global set forth in this Agreement shall be true and correct in all material respects, and Global shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Global on or prior to the Conversion Date;

     5.2 The Amendment shall have been adopted and approved by the requisite numbers and classes of Global’s stockholders, and Global shall have properly filed the appropriate certificate of amendment with the Secretary of State of the State of Delaware amending the Series A Certificate of Designation pursuant to the Amendment; and

     5.3 The Series B Certificate of Designation shall have been adopted and approved by Global’s board of directors and Global shall have properly filed the Series B Certificate of Designation with the Secretary of State of the State of Delaware.

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Article VI

Miscellaneous

     6.1 Independent Nature of Preferred Holders’ Obligations and Rights. The obligations of each Preferred Holder under this Agreement are several and not joint with the obligations of any other Preferred Holder, and no Preferred Holder shall be responsible in any way for the performance of the obligations of any other Preferred Holder under this Agreement. Each Preferred Holder confirms that it or he has independently participated in the negotiation of the transaction contemplated by this Agreement with the advice of its or his own counsel and advisors, that it or he has independently determined to enter into the transactions contemplated hereby, that it or he is not relying on any advice from or evaluation by any other Preferred Holder, and that it or he is not acting in concert with any other Preferred Holder in monitoring its investment in Global. Nothing contained herein and no action taken by any Preferred Holder shall be deemed to constitute the Preferred Holders as a partnership, an association, a joint venture or any other kind of entity or group, or create a presumption that the Preferred Holders are in any way acting in concert or as members of a “group” for purposes of Section 13(d) of the Exchange Act.

     6.2 Further Assurances. From time to time after the date hereof, each Party will timely execute and deliver to the other such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by a Party or its counsel in order to carry out the purpose and intent of this Agreement. In furtherance and not in limitation of the foregoing, if for any reason Global shall have failed to obtain the requisite votes or consents of Global’s stockholders for the adoption and approval of the Amendment or any other transaction contemplated by this Agreement, and the Conversion shall not have occurred, on or prior to November 15, 2009, then the Parties shall negotiate in good faith to restructure the transactions contemplated by this Agreement so as to obtain the same substantive economic and business terms contemplated hereby and thereby, and to the extent required by applicable law, Global shall resubmit the Amendment to Global’s stockholders for approval, with the timing of such resubmission to be determined by the Required Holders (as defined in the Series A Certificate of Designation).

     6.3 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

     6.4 Entire Agreement. This Agreement (including any schedules and exhibits required to be delivered pursuant to this Agreement) and the Restructuring Agreement (including any schedules and exhibits required to be delivered pursuant thereto) constitute the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the Parties (or their respective Affiliates), written or oral, to the extent they relate in any way to the subject matter hereof or thereof.

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     6.5 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign this Agreement without the prior written consent of the other Party, which approval may be granted or withheld in the sole discretion of each Party.

     6.6 Amendments and Waivers; Termination. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent to such occurrence. This Agreement may be terminated upon the written consent of the Required Holders (as defined in the Series A Certificate of Designation) and Global.

     6.7 Facsimile; Counterparts. This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     6.8 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

     6.9 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (c) one Business Day after deposit with an overnight courier service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to Global:

Global Employment Holdings, Inc.
10375 Park Meadows Drive, Suite 375
Lone Tree, CO 80124
Facsimile: (303) 216-9581
Attention: Chief Financial Officer

with a copy to:

Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, CO 80202
Facsimile: (303) 223-1111
Attention: Adam J. Agron

     If to a Preferred Holder, to the address on file with Global

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     or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient Party has specified by written notice given to each other Party five days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (iii) provided by an overnight courier service shall be rebuttable evidence of personal service in accordance with clause (a), (b) or (c) above, respectively.

     6.10 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for adjudication of any dispute hereunder or in connection herewith or with any transaction or action contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to asset in any suit, action or proceeding, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION OR ACTION CONTEMPLATED HEREBY.

     6.11 Severability. In the event that any part of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed, and enforced to the maximum extent permitted by Law. If such provision cannot be reformed, it shall be severed from this Agreement and the remaining portions of this Agreement shall be valid and enforceable.

     6.12 Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be irreparably damaged in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that there is no adequate remedy at Law with respect to any such breach. Accordingly, each of the Parties and their respective permitted successors and assigns agrees that the other Parties or their respective permitted successors and assigns shall, in addition to any other remedy to which they may be entitled, at law or in equity, be entitled to injunctive or other relief to prevent breaches or alleged or threatened breaches of the provisions of this Agreement and to specifically enforce this Agreement and the terms and provisions hereof in any action instituted in any court of competent jurisdiction.

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     6.13 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any Laws shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Definitions are equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender include each other gender. The furnishing or availability for review of any document shall not be construed to modify, qualify or disclose an exception to any representation or warranty of any Party made herein or in connection herewith. All covenants, agreements, representations and warranties of a Party made herein shall be deemed material and to have been relied on by the other Parties hereto, notwithstanding any investigation made by or on behalf of any of the Parties or any opportunity therefor or any actual or constructive knowledge thereby obtained.

* * * * * * * *

14

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GLOBAL:
GLOBAL EMPLOYMENT HOLDINGS, INC.
By:
	Name: Paige Burkes
	Title: Chief Financial Officer
THE PREFERRED HOLDERS:
AMATIS LIMITED		CAPITAL RESOURCES GROWTH, INC.
By:		By:
Name:		Name:	Charles Gwirtsman
Its:		Its:	President
DIAMOND OPPORTUNITY FUND, LLC		ENABLE GROWTH PARTNERS LP
By:		By:
Name:		Name:
Its:		Its:
ENABLE OPPORTUNITY PARTNERS LP		LAKEVIEW FUND, LP
By:		By:
Name:		Name:
Its:		Its:
PIERCE DIVERSIFIED STRATEGY MASTER FUND LLC		VICTORY PARK CREDIT OPPORTUNITIES
		MASTER FUND, LTD.
		By:	Victory Park Capital Advisors, LLC
By:		By:
Name:		Name:	Matthew Ray
Its:		Its:	Principal

Signature Page to Series A Convertible Preferred Stock Amendment and Conversion Agreement

Howard Brill	Dan Hollenbach
Tariq Jawad	Terry Koch
Steven List	Kenneth Michaels
Steven Pennington	Noam J. Rubinstein
Fred Viarrial

Signature Page to Series A Convertible Preferred Stock Amendment and Conversion Agreement

Exhibit A

AMENDMENT TO
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

of

SERIES A CONVERTIBLE PREFERRED STOCK

of

GLOBAL EMPLOYMENT HOLDINGS, INC.

(pursuant to Section 242 of the Delaware General Corporation Law)

It is hereby certified that:

1.	The name of the corporation (hereinafter the “Corporation”) is Global Employment Holdings, Inc.
2.	The Certificate of Incorporation of the Corporation was originally filed under the name “R&R Biotech Acquisition I, Inc.” with the Secretary of State of the State of Delaware on May 19, 2004, as amended and restated on March 31, 2006 (the “Certificate of Incorporation”).
3.	The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), was originally filed on March 31, 2006 (the “Certificate of Designation”).
4.	This Amendment to the Certificate of Designation has been duly adopted by the Corporation’s board of directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and by written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.
5.	The Certificate of Designation is hereby amended as follows:

A. The second sentence of Article III of the Certificate of Designation shall be deleted in its entirety.

B. Article IV of the Certificate of Designation is hereby deleted in its entirety and replaced with “[INTENTIONALLY OMITTED]”.

C. Section V.A of the Certificate of Designation is hereby amended and restated as follows:

“Conversion at the Option of the Holder. Each holder of shares of Series A Preferred Stock may, at its option, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into

3

2.92649 fully paid and nonassessable shares of the Corporation’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”).

D. Sections V.B and V.C of the Certificate of Designation are hereby deleted in their entirety and replaced with “[INTENTIONALLY OMITTED]”.

E. All references to “Change of Control Period” or “Change of Control Conversion” in Article V of the Certificate of Designation are hereby deleted in their entirety.

F. Article V of the Certificate of Designation is hereby amended by replacing all references to “Common Stock” with “Series B Preferred Stock”.

G. Sections V.D(iii), V.D(iv) and V.D(v) of the Certificate of Designation are hereby deleted in their entirety.

H. Articles VI, VII, VIII and IX of the Certificate of Designation are hereby deleted in their entirety and replaced with “[INTENTIONALLY OMITTED]”.

I. Article X of the Certificate of Designation is hereby deleted in its entirety and replaced with the following:

X. LIQUIDATION

     Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (each, a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities (as defined below) pursuant to the rights, preferences and privileges thereof) upon liquidation, dissolution or winding up unless prior thereto the holders of shares of Series A Preferred Stock shall have been paid out of the assets of the Corporation available for distribution to its stockholders the Liquidation Preference (as defined below) with respect to each share of Series A Preferred Stock. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of the Series A Preferred Stock and holders of Pari Passu Securities (as defined below), if any, shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series A Preferred Stock and the Pari Passu Securities, if any, shall be distributed ratably among such shares in proportion to the ratio that the liquidation preference payable on each such share bears to the aggregate liquidation preference payable on all such shares. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of Senior Securities, if any, the holders of the Series A Preferred Stock and the holders of Pari Passu Securities, if any, shall be sufficient to permit the payment to such holders of the preferential amounts payable thereon, then after such payment shall be made in full to the holders of Senior Securities, if any, the holders of the Series A Preferred Stock and the holders of

4

Pari Passu Securities, if any, the remaining assets and funds available for distribution shall be distributed to the holders of any Junior Securities entitled to a liquidation preference in payment of the aggregate liquidation preference of all such holders. After such payment shall be made in full to the holders of any Junior Securities entitled to a liquidation preference, the remaining assets and funds available for distribution shall be distributed ratably among the holders of shares of Series A Preferred Stock, the holders of any other class or series of Preferred Stock entitled to participate with the Common Stock in a liquidating distribution and the holders of the Common Stock, with the holders of shares of Preferred Stock deemed to hold the number of shares of Common Stock into which such shares of Preferred Stock are then convertible.

“Junior Securities” means the Common Stock and any class or series of capital stock of the Corporation hereafter created (unless such class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series A Preferred Stock).

“Liquidation Preference” means an amount with respect to each share of Series A Preferred Stock equal to $0.01.

“Pari Passu Securities” means any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series A Preferred Stock.

“Senior Securities” means the Series B Preferred Stock and any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock.

J. Article XI of the Certificate of Designation is hereby deleted in its entirety and replaced with “[INTENTIONALLY OMITTED]”.

K. The second paragraph of Article XII and the last sentence of the third paragraph of Article XII are hereby deleted in their entirety.

L. Sections XIII.(iii) through XIII.(x) are hereby deleted in their entirety and replaced with “[INTENTIONALLY OMITTED]”.

M. Article XV of the Certificate of Designation is hereby deleted in its entirety and replaced with “[INTENTIONALLY OMITTED]”.

N. Sections XVI.C, XVI.D, XVI.E and XVI.J of the Certificate of Designation are hereby deleted in their entirety and replaced with “[INTENTIONALLY OMITTED]”.

O. Section XVI.F of the Certificate of Designation is hereby amended by replacing all references to “Common Stock” with “Series B Preferred Stock”.

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     IN WITNESS WHEREOF, this Amendment to Certificate of Designations, Rights and Preferences is executed on behalf of the Corporation on September 30, 2009.

GLOBAL EMPLOYMENT HOLDINGS, INC.
By:
	Name:	Paige Burkes
	Title:	Chief Financial Officer

EX-99.7

Exhibit 7

CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS

of

SERIES B CONVERTIBLE PREFERRED STOCK

of

GLOBAL EMPLOYMENT HOLDINGS, INC.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

     Global Employment Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors”), pursuant to authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law (“DGCL”), and in accordance with the provisions of its Certificate of Incorporation, as amended and restated through the date hereof (the “Certificate of Incorporation”), and Bylaws, as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation’s previously authorized Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

I. DESIGNATION AND AMOUNT

     The designation of this series, which consists of 250,000 shares of Preferred Stock, is the Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

II. CERTAIN DEFINITIONS

     For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the following meanings:

     A. “Board of Directors” has the meaning set forth in the first paragraph of this Certificate.

     B. “Business Day” means any day, other than Saturday, Sunday or other day on which commercial banks in the City and County of Denver, Colorado are authorized or required by law to remain closed.

     C. “Certificate of Incorporation” has the meaning set forth in the first paragraph of this Certificate.

     D. “Change of Control” means any Fundamental Transaction other than (i) any

reorganization, recapitalization or reclassification of the Common Stock in which holders of the Corporation’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (ii) a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation.

     E. “Common Stock” means the common stock, par value $0.001 per share, of the Corporation (as such common stock exists on the Issuance Date, or any other shares of capital stock or other securities of the Corporation into which such common stock is thereafter changed or reclassified).

     F. “Conversion Date” has the meaning set forth in Article IV.A of this Certificate.

     G. “Conversion Price” means $0.001.

     H. “Convertible Securities” means securities or other instruments (other than Options) which are convertible into or exercisable or exchangeable for shares of Common Stock.

     I. “Corporation” has the meaning set forth in the first paragraph of this Certificate.

     J. “DGCL” has the meaning set forth in the first paragraph of this Certificate.

     K. “Distribution” is defined in Article VI.C.

     L. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     M. “Florida Approval” has the meaning set forth in Article IV.A.

     N. “Fundamental Transaction” means:

          (i) a transaction or series of related transactions pursuant to which the Corporation:

               (a) sells, conveys or disposes of all or substantially all of its assets determined on either a quantitative or qualitative basis (the presentation of any such transaction for stockholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation);

               (b) merges or consolidates with or into, or engages in any other business combination with, any other person or entity, in any case that results in the holders of the voting securities of the Corporation immediately prior to such transaction holding or having the right to direct the voting of 50% or less of the total outstanding voting securities of the Corporation or such other surviving or acquiring person or entity immediately following such transaction; or

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               (c) sells or issues, or any of its stockholders sells or transfers, any securities to any person or entity, or the acquisition or right to acquire securities by any person or entity, in either case acting individually or in concert with others, such that, following the consummation of such transaction(s), such person(s) or entity(ies) (together with their respective affiliates, as such term is used under Section 13(d) of the Exchange Act) would own or have the right to acquire greater than 50% of the outstanding shares of Common Stock (on a fully-diluted basis, assuming the full conversion, exercise or exchange of all Purchase Rights then outstanding);

          (ii) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or

          (iii) any event, transaction or series of related transactions that results in the members of the Incumbent Board ceasing for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the Issuance Date whose appointment, election, or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation) shall be considered as though such person were a member of the Incumbent Board.

     Notwithstanding any of the foregoing clauses, the consummation of the transactions contemplated by the Restructuring Support Agreement shall not constitute a Fundamental Transaction for purposes of this Preferred Stock Certificate.

     O. “Incumbent Board” means those individuals serving on the Corporation’s Board of Directors on the Issuance Date, after giving effect to the transactions contemplated by the Restructuring Support Agreement.

     P. “Issuance Date” means the date on which shares of the Series B Preferred Stock are issued and delivered by the Corporation under the Notes Conversion Agreement or the Series A Conversion Agreement, pursuant in each case to which the Corporation agrees to issue, and such other signatory agree to receive shares of Series B Preferred Stock upon the terms and conditions stated therein.

     Q. “Junior Securities” means the Common Stock, the Series A Preferred Stock and any class or series of capital stock of the Corporation hereafter created (unless such class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series B Preferred Stock).

     R. “Liquidation Event” has the meaning set forth in Article V of this Certificate.

     S. “Liquidation Preference” means an amount with respect to each share of Series B Preferred Stock equal to $0.01.

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     T. “Notes Conversion Agreement” means the Senior Secured Convertible Notes Amendment and Conversion Agreement by and among the Corporation and the other signatories hereto, dated as of September 30, 2009.

     U. “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

     V. “Other Entity” has the meaning set forth in Article VI.B.

     W. “Pari Passu Securities” means any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series B Preferred Stock.

     X. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

     Y. “Preferred Stock” has the meaning set forth in the first paragraph of this Certificate.

     Z. “Preferred Stock Certificate” has the meaning set forth in Article IV.C of this Certificate.

     AA. “Purchase Rights” means Options, Convertible Securities or other rights to purchase Common Stock, warrants, securities or other property.

     BB. “Required Holders” means the holders of 66-2/3% of the then outstanding shares of Series B Preferred Stock.

     CC. “Restructuring Support Agreement” means the Restructuring Support Agreement dated as of the Issuance Date by and among the Corporation and the signatories thereto pursuant to which the parties thereto have agreed, among other things, to restructure certain indebtedness of the Company and its direct and indirect subsidiaries.

     DD. “Senior Securities” means any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock.

     EE. “Series A Conversion Agreement” means the Series A Convertible Preferred Stock Amendment and Conversion Agreement by and among the Corporation and the other signatories hereto, dated as of September 30, 2009.

     FF. “Series A Preferred Stock” means the Corporation’s previously authorized Series A Convertible Preferred Stock, par value $0.001 per share.

     GG. “Series B Preferred Stock” has the meaning set forth in Article I of this Certificate.

     HH. “Successor Entity” means the Person, which may be the Corporation, formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been made.

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III. DIVIDENDS

     The Series B Preferred Stock will bear no dividends, and the holders of the Series B Preferred Stock shall not be entitled to receive dividends on the Series B Preferred Stock. Notwithstanding the foregoing, the holders of Series B Preferred Stock shall be entitled to receive any dividends declared, and paid, on or with respect to shares of Common Stock that such holders would have been entitled to receive with respect to the shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock had such holder been the holder of shares of Common Stock on the record date for the determination of stockholders entitled to receive such dividend (or if not such record is taken, the date on which such dividend is paid).

IV. CONVERSION

     A. Automatic Conversion. Each share of outstanding Series B Preferred Stock shall convert automatically, and without further action by the Corporation or the holders of the Series B Preferred Stock, into shares of Common Stock on (i) the later to occur of (a) the date that the Certificate of Incorporation has been amended so that there is a sufficient number of shares of Common Stock authorized by the Corporation to allow full conversion of all outstanding shares of Series B Preferred Stock into Common Stock, and (b) the date that the Corporation is notified that the Florida Department of Business and Professional Regulation’s Board of Employee Leasing Companies has approved the Corporation’s Application for Certificate of Approval for Change of Ownership (the “Florida Approval”) or (ii) immediately prior to, and in connection with, the consummation of a Fundamental Transaction (the “Conversion Date”).

     B. Conversion Rate. The conversion rate in effect at any time for conversion of the Series B Preferred Stock shall be the quotient obtained by dividing the number of shares of Series B Preferred Stock to be converted by the then-effective Conversion Price. The Conversion Price is subject to adjustment as provided in Article VI and all references herein to the Conversion Price shall mean the Conversion Price as so adjusted.

     C. Mechanics of Conversion.

          (i) Delivery of Certificates. The Corporation (itself, or through its transfer agent) shall, no later than the second Business Day following the Conversion Date, issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the holder or its nominee that number of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted. The holder shall not be required to deliver an original certificate representing the Series B Preferred Stock being converted (the “Preferred Stock Certificate”) in order to effect a conversion. The Corporation shall deliver as provided above to the holder physical certificates representing the Common Stock issuable upon conversion, which certificates shall bear a restrictive legend in substantially the following form:

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,

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TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

          (ii) Taxes. The Corporation shall pay any and all taxes that may be imposed upon it with respect to the issuance and delivery of the shares of Common Stock upon the conversion of the Series B Preferred Stock.

          (iii) Conversion Disputes. In the case of any dispute with respect to conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with this Article IV.C. If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation, the Corporation shall submit the disputed calculations to an independent outside accountant. The accountant, at the Corporation’s sole expense, shall promptly audit the calculations and notify the Corporation and the holder of the results no later than five Business Days from the date it receives the disputed calculations. The accountant’s calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with this Article IV.C.

V. LIQUIDATION

     Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (each, a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities pursuant to the rights, preferences and privileges thereof) upon liquidation, dissolution or winding up unless prior thereto the holders of shares of Series B Preferred Stock shall have been paid out of the assets of the Corporation available for distribution to its stockholders the Liquidation Preference with respect to each share of Series B Preferred Stock. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of the Series B Preferred Stock and holders of Pari Passu Securities, if any, shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities, if any, shall be distributed ratably among such shares in proportion to the ratio that the liquidation preference payable on each such share bears to the aggregate liquidation preference payable on all such shares. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the holders of Senior Securities, if any, the holders of the Series B Preferred Stock and the holders of Pari Passu Securities, if any, shall be sufficient to permit the payment to such holders of the

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preferential amounts payable thereon, then after such payment shall be made in full to the holders of Senior Securities, if any, the holders of the Series B Preferred Stock and the holders of Pari Passu Securities, if any, the remaining assets and funds available for distribution shall be distributed to the holders of any Junior Securities entitled to a liquidation preference in payment of the aggregate liquidation preference of all such holders. After such payment shall be made in full to the holders of any Junior Securities entitled to a liquidation preference, the remaining assets and funds available for distribution shall be distributed ratably among the holders of shares of Series B Preferred Stock, the holders of any other class or series of Preferred Stock entitled to participate with the Common Stock in a liquidating distribution and the holders of the Common Stock, with the holders of shares of Preferred Stock deemed to hold the number of shares of Common Stock into which such shares of Preferred Stock are then convertible.

VI. ADJUSTMENTS TO THE CONVERSION PRICE

     The Conversion Price shall be subject to adjustment from time to time as follows:

     A. Stock Splits, Stock Dividends, Etc. If, at any time on or after the Issuance Date, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, combination, reclassification or other similar event, the Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination, reclassification or other similar event, the Conversion Price shall be proportionately increased. In such event, the Corporation shall notify the Corporation’s transfer agent of such change on or before the effective date thereof.

     B. Fundamental Transactions. The Corporation shall not enter into or be party to a Fundamental Transaction unless the Successor Entity and, if an entity other than the Successor Entity is the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction, such other entity (the “Other Entity”), shall agree pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction that the holders of Series B Preferred Stock shall thereafter have the right to receive as a result of the automatic conversion of the Series B Preferred Stock, in lieu of the shares of Common Stock otherwise issuable, such shares of stock, securities and/or other property as would have been issued or payable in such Fundamental Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon conversion of the Series B Preferred Stock had such Fundamental Transaction not taken place, and in any such case, with appropriate provisions such that the rights and interests of the holder of the Series B Preferred Stock and the economic value of the Series B Preferred Stock are in no way diminished by such Fundamental Transaction and that the provisions hereof (including, without limitation, in the case of any such Fundamental Transaction in which the Successor Entity or Other Entity is not the Corporation, an immediate adjustment of the Conversion Price so that the Conversion Price immediately after the Change of Control reflects the same relative value as compared to the value of such Successor Entity’s or Other Entity’s common stock that existed between the Conversion Price and the value of the Corporation’s Common Stock immediately prior to such Change of Control) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion

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thereof. The provisions of this Article VI.B shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Series B Preferred Stock.

     C. Distributions. If, at any time after the Issuance Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise (including any dividend or distribution to the Corporation’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the holders of Series B Preferred Stock shall be entitled to receive the amount of such assets that would have been payable to the holder with respect to the shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock had such holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to such Distribution (or if no such record is taken, the date on which such Distribution is declared or made).

     D. Options, Convertible Securities and Purchase Rights. If, at any time after the Issuance Date, the Corporation issues or sells any Options, Convertible Securities or Purchase Rights pro rata to the record holders of the Common Stock, whether or not such Options, Convertible Securities or Purchase Rights are immediately convertible into, or exercisable or exchangeable for shares of the Corporation’s Common Stock, then the holders of Series B Preferred Stock shall be entitled to receive or acquire, as applicable, upon the terms applicable to such issuance or sale, the aggregate number of Options, Convertible Securities or Purchase Rights that such holder would have received or been entitled to acquire with respect to the shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock had such holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to receive such Options, Convertible Securities or Purchase Rights (or if no such record is taken, the date on which such Options, Convertible Securities or Purchase Rights were issued). If the right to exercise or convert any such Options, Convertible Securities or Purchase Rights would expire in accordance with their terms prior to the conversion of the Series B Preferred Stock, then the terms of such Options, Convertible Securities or Purchase Rights shall provide that such exercise or convertibility right shall remain in effect until 30 days after the date the holder of Series B Preferred Stock receives such Options, Convertible Securities or Purchase Rights pursuant to the conversion hereof.

     E. Record Date. If the Corporation takes a record of the holders of Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities, or (ii) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

     F. Other Action Affecting Conversion Price. If, at any time after the Issuance Date, the Corporation takes any action affecting the Common Stock that would be covered by Article VI.A through D, but for the manner in which such action is taken or structured, which would in any way

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reduce the number of shares of Common Stock into which the Series B Preferred Stock is convertible, then the Conversion Price shall be adjusted in such manner as the Board of Directors shall in good faith determine to be equitable under the circumstances.

     G. Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Article VI amounting to a more than one percent change in such Conversion Price, or any change in the number or type of stock, securities and/or other property issuable upon conversion of the Series A Preferred Stock, the Corporation, at its expense, shall promptly compute such adjustment or readjustment or change and prepare and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment or change and showing in detail the facts upon which such adjustment or readjustment or change is based and promptly make a public announcement of such adjustment or readjustment. The Corporation shall, upon the written request at any time of any holder of Series B Preferred Stock, furnish to such holder a like certificate setting forth (i) such adjustment or readjustment or change, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of a share of Series A Preferred Stock.

VII. VOTING RIGHTS

     The holder of each share of Series B Preferred Stock shall have the right to one vote for each share of Common Stock into which such Series B Preferred Stock is convertible pursuant to Article IV.A, using the record date for the taking of such vote of stockholders as the date as of which the Conversion Price is calculated, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, provided, however, that until such time as the Corporation receives the Florida Approval, the total number of shares that may be voted by any holder of Series B Preferred Stock shall not exceed 49.9 percent of the total number of votes entitled to be cast on the matter by all stockholders entitled to cast votes on the matter. Notwithstanding the foregoing, the holders of Series B Preferred Stock are entitled to vote with respect to those matters that require the consent or approval of the holders of the Corporation’s Preferred Stock pursuant to its Certificate of Incorporation and the DGCL without regard to such limitation. With respect to any such vote, such holder shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation (and copies of proxy materials and other information sent to stockholders), and shall be entitled to vote, together with holders of Common Stock or Preferred Stock, as applicable, with respect to any proposal upon which holders of Common Stock or Preferred Stock, as applicable, have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred Stock held by each holder could be converted) shall be rounded up to the nearest whole number.

     If the Corporation takes a record of its stockholders for the purpose of determining stockholders entitled to (i) receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation or recapitalization) any share of any class or any other securities or property, or to receive any other

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right, or (ii) vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Corporation, or any proposed merger, consolidation, liquidation, dissolution or winding up of the Corporation, the Corporation shall mail a notice to each holder of Series B Preferred Stock, at least 15 days prior to the record date specified therein (or 45 days prior to the consummation of the transaction or event, whichever is earlier, but in no event earlier than the public announcement of such proposed transaction via press release), of the date on which any such record is to be taken for the purpose of such vote, dividend, distribution, right or other event, and a brief statement regarding the amount and character of such vote, dividend, distribution, right or other event to the extent known at such time.

     To the extent that under the DGCL the vote of the holders of the Series B Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative vote or consent of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock represented at a duly held meeting at which a quorum is present (unless a greater vote is required under the provisions of this Certificate of Designation) or by written consent of the Required Holders (except as otherwise may be required under the DGCL) shall constitute the approval of such action by the class.

VIII. MISCELLANEOUS

     A. Cancellation of Series B Preferred Stock. If any shares of Series B Preferred Stock are converted pursuant to Article IV by the Corporation, the shares so converted shall be canceled, shall return to the status of authorized, but unissued Preferred Stock of no designated series, and shall not be issuable by the Corporation as Series B Preferred Stock.

     B. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) (y) in the case of loss, theft or destruction, indemnity (without any bond or other security) reasonably satisfactory to the Corporation, or (z) in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Corporation to convert such Series B Preferred Stock.

     C. Status as Stockholder. Upon conversion of the Series B Preferred Stock pursuant to Article IV, (i) the shares covered thereby shall be deemed converted into shares of Common Stock, and (ii) the holder’s rights as a holder of such converted shares of Series B Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation.

     D. Remedies Cumulative. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a holder’s right to pursue actual damages, whether direct or indirect, for any failure by the Corporation to comply with the terms of this Certificate of Designation. The

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Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series B Preferred Stock and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees, in the event of any such breach or threatened breach, that the holders of Series B Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, or other equitable relief, including, without limitation, specific performance of the terms of this Certificate of Designation, without the necessity of showing economic loss and without any bond or other security being required.

     E. Amendment. This Certificate of Designation shall not be amended, either directly or indirectly or through merger or consolidation with another entity, in any manner that would alter or change the powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote or written consent in lieu of meeting of the Required Holders, unless a higher percentage is required by applicable law. Any amendment, modification or waiver of any of the terms or provisions of the Series B Preferred Stock by the Required Holders, whether prospectively or retroactively effective, shall be binding upon all holders of Series B Preferred Stock.

     F. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the holders thereof) upon the written consent of the Required Holders, unless a higher percentage is required by applicable law, in which case the written consent of the holders of not less than such higher percentage of shares of Series B Preferred Stock shall be required. No consideration shall be offered or paid to any holder of shares of Series B Preferred Stock in consideration for amending or consenting to any waiver or modification of any provision of this Certificate of Designation unless the same consideration is contemporaneously offered to all holders of shares of Series B Preferred Stock on a pro rata basis.

     G. Notices. Any notices required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses for such communications are (i) if to the Corporation to Global Employment Holdings, Inc., 10375 Park Meadows Drive, Suite 375, Lone Tree, CO 80124, Attention: Chief Financial Officer, Telephone: (303) 216-9500, Facsimile: (303) 216-9533, with a copy to Brownstein Hyatt Farber Schreck, LLP, 410 Seventeenth Street, Suite 2200, Denver, CO 80202, Attention: Adam Agron, Telephone: (303) 223-1134, Facsimile: (303) 223-1111, and (ii) if to any holder to the address set forth under such holder’s name on the execution page to the Notes Conversion Agreement or the Series A Conversion Agreement, or such other address as may be designated in writing hereafter, in the same manner, by such person. Written confirmation of receipt (A) given by the recipient of such notice, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or (C) provided by an overnight courier service shall be rebuttable

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evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

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     IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation this 30th day of September, 2009.

GLOBAL EMPLOYMENT HOLDINGS, INC.
By:	/s/ Paige Burkes
	Name:	Paige Burkes
	Title:	Chief Financial Officer

Signature Page to Series B Preferred Stock Certificate of Designation

EX-99.8

Exhibit 8

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is entered into by and between Lakeview Master Fund (the “Seller”) and Victory Park Credit Opportunities Master Fund, Ltd. (the “Buyer”).

     WHEREAS, reference is made to that certain Preferred Stock Securities Purchase Agreement, dated as of March 31, 2006 (as amended, restated or otherwise modified from time to time and in effect on the date hereof, the “Preferred Purchase Agreement”), by and among Global Employment Holdings, Inc., a Colorado corporation (“Holdings”), and the purchasers party thereto.

     WHEREAS, pursuant to the Preferred Purchase Agreement, Holdings sold and issued Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

     WHEREAS, as of the date hereof, the Seller holds and owns five hundred forty-nine (549) shares of Series A Preferred Stock.

     WHEREAS, Holdings is restructuring certain indebtedness of Holdings and its direct and indirect subsidiaries (collectively, Holdings and its direct and indirect subsidiaries are referred to herein as the “Company”), pursuant to that certain Restructuring Support Agreement (the “Restructuring Support Agreement”) and those certain other transactions contemplated thereby (collectively with the Restructuring Support Agreement, the “Restructuring Transactions”), as fully described therein.

     WHEREAS, pursuant to the Restructuring Transactions, each holder of Series A Preferred Stock shall convert one hundred percent (100%) of the Series A Preferred Stock held by such holder (including any and all interest, dividends, premiums or otherwise accrued and unpaid amounts) into shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a ratio of one (1) share of Series A Preferred Stock to 2.92649 shares of Series B Preferred Stock.

     WHEREAS, pursuant to the Restructuring Transactions, upon the satisfaction of certain conditions, the Series B Preferred Stock shall be automatically converted into shares of Holdings’ Common Stock, par value $0.001 (the “Common Stock”), at a ratio of one (1) share of Series B Preferred Stock to one-thousand (1,000) shares of Common Stock (the “Conversion”).

     WHEREAS, the Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, (a) in the event the Restructuring Transactions and the Conversion are consummated, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion, or (b) in the event the Restructuring Transactions or the Conversion is not consummated, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time.

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     NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     1. Purchase.

          (a) The closing of the purchase and sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to herein individually or collectively, as the case may be, as the “Shares”.

          (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $82,350 (the “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller.

          (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Seller shall immediately deliver to the Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the Buyer.

     2. Representations and Warranties of the Seller. The Seller makes the following representations and warranties to and for the benefit of the Buyer on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Seller, in making the decision to sell the Shares to the Buyer, has not relied upon any oral or written representations or assurances from the Buyer or any of its officers, directors or employees or any other representatives or agents of the Buyer, except as are contained in this Agreement.

          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or cause a breach of, constitute a default under,

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or result in a violation of (i) any agreement, contract or instrument to which the Seller is a party which would prevent the Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Seller is subject.

          (c) No Legal Advice from the Buyer. The Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Seller’s own legal counsel and investment and tax advisors. The Seller is not relying on any statements or representations of the Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

          (d) Execution of Restructuring Transactions. The Seller shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as may be required to consummate the Restructuring Transactions and the Conversion pursuant to the terms and conditions thereof as of the date hereof. Without limiting the foregoing, on or before 4:00 p.m. Eastern Time on September 30, 2009, the Seller shall execute and deliver the Restructuring Support Agreement, the Series A Convertible Preferred Stock Amendment and Conversion Agreement, the Consent and Waiver of the Required Holders of Series A Convertible Preferred Stock of Global Employment Holdings, Inc., and the Shareholder’s Agreement.

          (e) Ownership of Shares. On the Closing Date, the Seller will be the legal and beneficial owner of the Shares and will transfer to the Buyer good title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

          (f) Number of Securities. The Shares being sold and transferred pursuant to this Agreement will represent all of the securities of the Company owned by the Seller on the Closing Date, including, without limitation, the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, as applicable.

          (g) Purchase Price Negotiated. The Seller represents that both the amount of the Shares and the Purchase Price were negotiated figures by the parties.

          (h) Seller Taxes. The Seller understands that the Seller (and not the Buyer) shall be responsible for any and all tax liabilities of the Seller that may arise as a result of the transactions contemplated by this Agreement.

     3. Representations, Warranties and Covenants of the Buyer. The Buyer makes the following representations, warranties and covenants to and for the benefit of the Seller on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Buyer, in making the decision to purchase the Shares from the Seller, has not relied upon any oral or written representations or assurances from the Seller or any of its officers, directors, partners or employees or any other representatives or agents of the Seller, except as are contained in this Agreement.

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          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Buyer and assuming the due authorization, execution and delivery thereof by the Seller, is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Buyer is subject.

          (c) No Legal Advice from the Seller. The Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Buyer’s own legal counsel and investment and tax advisors. The Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     4. Representations, Warranties and Covenants of the Seller and the Buyer. The Seller and the Buyer each makes the following representations, warranties and covenants to and for the benefit of the other party on the date hereof and on the Closing Date:

          (a) it is a sophisticated investor with respect to the Shares and has adequate information concerning the business and financial condition of the issuer of the Shares and understands the disadvantage to which it may be subject on account of any disparity of information as between the parties;

          (b) it believes, by reason of the other party’s business or financial experience, that the other party is capable of evaluating the merits and risks of this Agreement and the matters set forth herein and of protecting its own interests in connection with this Agreement and the matters set forth herein, and acknowledges that it has had the opportunity to discuss the information available to them relating to this Agreement and the matters set forth herein with legal counsel and such other advisors as it has deemed appropriate;

          (c) it has made an independent decision to enter into this Agreement based on the information available to it, which it has determined is adequate for that purpose;

          (d) it has requested and received non-public information related to the Shares, which information is material to the issuer of the Shares and/or the value of the Shares;

          (e) it believes, by reason of the other party’s business or financial experience, that the other party may possess more information related to the Shares, which information may be material to the issuer of the Shares and/or the value of the Shares (the “Excluded Information”);

          (f) it has decided to purchase or sell, as applicable, the Shares, based on its own independent investigation, notwithstanding its lack of knowledge concerning the other party’s potential possession of Excluded Information;

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          (g) it has not given any investment advice or rendered any opinion to the other party as to whether the purchase or sale, as applicable, of the Shares is prudent or suitable, and no party is relying on any representation or warranty by the other party except as expressly set forth herein;

          (h) it has had the opportunity to, and did in fact, consult with independent legal counsel and other advisors concerning this Agreement and the implications of the matters set forth herein;

          (i) no party shall have any liability whatsoever to the other party or its affiliates, and each party, on behalf of itself and its affiliates, waives, releases and discharges any and all claims it might have against the other party hereto and its officers, directors, agents, affiliates, shareholders, investment managers, partners, principals, managers, members or employees (with respect to the Seller and the Buyer, respectively, the “Releasees”), whether under applicable securities laws or otherwise, with respect to the non-disclosure of any Excluded Information;

          (j) no party or its affiliates shall sue or assert or maintain any claim, suit or other proceeding, known or unknown, which it or its affiliates may now or in the future have against any Releasees based upon or relating to any applicable Excluded Information, and each party agrees to indemnify and hold the other party harmless from the indemnifying party’s breach of the foregoing;

          (k) the Seller shall not, directly or indirectly through the use of derivative products (except custom hedge baskets), sell, short or otherwise dispose of, and the Seller shall cause its affiliates not to sell, short or otherwise dispose of, any securities of the Company, including any current or future subsidiaries or affiliates for a period not exceeding one (1) year from the date hereof; and

          (l) it is relying upon an exemption from securities registration under the Securities Act of 1933, as amended, with respect to this Agreement and the matters set forth herein.

     5. Mutual Releases; Covenant Not to Sue.

          (a) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Seller (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Buyer, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Buyer Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any

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of the notes, preferred stock, common stock, warrants, or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Seller would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Buyer Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Seller understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Seller shall constitute a ratification, adoption and confirmation by the Seller of the foregoing general release.

          (b) The Seller covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Buyer Releasees regarding any matter set forth in Section 5(a) above. If the Seller violates the foregoing covenant not to sue, the Seller agrees to pay, in addition to such other damages as such Buyer Releasees may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Buyer Releasees as a result of such violation.

          (c) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Buyer (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Seller, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Seller Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any of the notes, preferred stock, common stock, warrants or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Buyer would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Seller Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Buyer understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Buyer shall constitute a ratification, adoption and confirmation by the Buyer of the foregoing general release.

          (d) The Buyer covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Seller Releasees regarding any matter set forth in Section 5(c) above. If the Buyer violates the foregoing covenant not to sue, the Buyer agrees to pay, in addition to such other damages as such Seller Releasees may sustain as a result of such

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violation, all attorneys’ fees and costs incurred by such Seller Releasees as a result of such violation.

     6. Confidentiality. The parties hereto and their attorneys agree that the terms of this Agreement shall be confidential and maintained in the strictest confidence. No party hereto shall disclose the terms of this Agreement to anyone not a party to this Agreement, whether orally or in writing. These restrictions, however, shall not apply to: (a) the parties’ employees, attorneys, officers and directors who have a need to know; (b) disclosure as may be required by law (which could include, by way of example and not intending to be limited to, tax reporting, regulatory requirements and securities laws); or (c) disclosure as may be necessary to enforce this Agreement. To the extent that any disclosure is required pursuant to clause (b) or (c) above, the disclosing party shall promptly notify the other party and shall cooperate in the efforts of the other party to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the terms of this Agreement. If, in the absence of a protective order, the disclosing party is (in the view of its legal counsel) compelled as a matter of law to disclose any of the terms of this Agreement, such disclosing party shall disclose only those terms or matters that are required by law to be disclosed, and such disclosure shall be made only to the person or entity compelling disclosure.

     7. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

     8. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and expenses and all other out-of-pocket costs and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

     9. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

     10. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

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     12. Governing Law; Jurisdiction. THE VALIDITY, INTERPRETATION, AND PERFORMANCE OF THIS AGREEMENT SHALL BE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ILLINOIS, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD GIVE RISE TO THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAW OF ANY OTHER JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN CHICAGO, ILLINOIS FOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED HERETO. EACH PARTY HERETO FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN SUCH COURTS, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF, UNDER OR RELATING TO, THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     13. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

     14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

     15. Headings. The headings of this Agreement are for convenience of reference and shall not form a part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

SELLER:	LAKEVIEW MASTER FUND
	By:
	Name:
	Title:
BUYER:	VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
	By:	Victory Park Capital Advisors, LLC
	Its:	Investment Manager
	By:
	Name:		Scott R. Zemnick
	Title:		General Counsel

Signature Page for Stock Purchase Agreement

EX-99.9

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is entered into by and between Lakeview Fund LP (the “Seller”) and Victory Park Credit Opportunities Master Fund, Ltd. (the “Buyer”).

     WHEREAS, reference is made to that certain Preferred Stock Securities Purchase Agreement, dated as of March 31, 2006 (as amended, restated or otherwise modified from time to time and in effect on the date hereof, the “Preferred Purchase Agreement”), by and among Global Employment Holdings, Inc., a Colorado corporation (“Holdings”), and the purchasers party thereto.

     WHEREAS, pursuant to the Preferred Purchase Agreement, Holdings sold and issued Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

     WHEREAS, as of the date hereof, the Seller holds and owns fifty-one (51) shares of Series A Preferred Stock.

     WHEREAS, Holdings is restructuring certain indebtedness of Holdings and its direct and indirect subsidiaries (collectively, Holdings and its direct and indirect subsidiaries are referred to herein as the “Company”), pursuant to that certain Restructuring Support Agreement (the “Restructuring Support Agreement”) and those certain other transactions contemplated thereby (collectively with the Restructuring Support Agreement, the “Restructuring Transactions”), as fully described therein.

     WHEREAS, pursuant to the Restructuring Transactions, each holder of Series A Preferred Stock shall convert one hundred percent (100%) of the Series A Preferred Stock held by such holder (including any and all interest, dividends, premiums or otherwise accrued and unpaid amounts) into shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a ratio of one (1) share of Series A Preferred Stock to 2.92649 shares of Series B Preferred Stock.

     WHEREAS, pursuant to the Restructuring Transactions, upon the satisfaction of certain conditions, the Series B Preferred Stock shall be automatically converted into shares of Holdings’ Common Stock, par value $0.001 (the “Common Stock”), at a ratio of one (1) share of Series B Preferred Stock to one-thousand (1,000) shares of Common Stock (the “Conversion”).

     WHEREAS, the Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, (a) in the event the Restructuring Transactions and the Conversion are consummated, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion, or (b) in the event the Restructuring Transactions or the Conversion is not consummated, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time.

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     NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     1. Purchase.

          (a) The closing of the purchase and sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to herein individually or collectively, as the case may be, as the “Shares”.

          (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $7,650 (the “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller.

          (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Seller shall immediately deliver to the Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the Buyer.

     2. Representations and Warranties of the Seller. The Seller makes the following representations and warranties to and for the benefit of the Buyer on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Seller, in making the decision to sell the Shares to the Buyer, has not relied upon any oral or written representations or assurances from the Buyer or any of its officers, directors or employees or any other representatives or agents of the Buyer, except as are contained in this Agreement.

          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or cause a breach of, constitute a default under,

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or result in a violation of (i) any agreement, contract or instrument to which the Seller is a party which would prevent the Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Seller is subject.

          (c) No Legal Advice from the Buyer. The Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Seller’s own legal counsel and investment and tax advisors. The Seller is not relying on any statements or representations of the Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

          (d) Execution of Restructuring Transactions. The Seller shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as may be required to consummate the Restructuring Transactions and the Conversion pursuant to the terms and conditions thereof as of the date hereof. Without limiting the foregoing, on or before 4:00 p.m. Eastern Time on September 30, 2009, the Seller shall execute and deliver the Restructuring Support Agreement, the Series A Convertible Preferred Stock Amendment and Conversion Agreement, the Consent and Waiver of the Required Holders of Series A Convertible Preferred Stock of Global Employment Holdings, Inc., and the Shareholder’s Agreement.

          (e) Ownership of Shares. On the Closing Date, the Seller will be the legal and beneficial owner of the Shares and will transfer to the Buyer good title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

          (f) Number of Securities. The Shares being sold and transferred pursuant to this Agreement will represent all of the securities of the Company owned by the Seller on the Closing Date, including, without limitation, the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, as applicable.

          (g) Purchase Price Negotiated. The Seller represents that both the amount of the Shares and the Purchase Price were negotiated figures by the parties.

          (h) Seller Taxes. The Seller understands that the Seller (and not the Buyer) shall be responsible for any and all tax liabilities of the Seller that may arise as a result of the transactions contemplated by this Agreement.

     3. Representations, Warranties and Covenants of the Buyer. The Buyer makes the following representations, warranties and covenants to and for the benefit of the Seller on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Buyer, in making the decision to purchase the Shares from the Seller, has not relied upon any oral or written representations or assurances from the Seller or any of its officers, directors, partners or employees or any other representatives or agents of the Seller, except as are contained in this Agreement.

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          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Buyer and assuming the due authorization, execution and delivery thereof by the Seller, is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Buyer is subject.

          (c) No Legal Advice from the Seller. The Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Buyer’s own legal counsel and investment and tax advisors. The Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     4. Representations, Warranties and Covenants of the Seller and the Buyer. The Seller and the Buyer each makes the following representations, warranties and covenants to and for the benefit of the other party on the date hereof and on the Closing Date:

          (a) it is a sophisticated investor with respect to the Shares and has adequate information concerning the business and financial condition of the issuer of the Shares and understands the disadvantage to which it may be subject on account of any disparity of information as between the parties;

          (b) it believes, by reason of the other party’s business or financial experience, that the other party is capable of evaluating the merits and risks of this Agreement and the matters set forth herein and of protecting its own interests in connection with this Agreement and the matters set forth herein, and acknowledges that it has had the opportunity to discuss the information available to them relating to this Agreement and the matters set forth herein with legal counsel and such other advisors as it has deemed appropriate;

          (c) it has made an independent decision to enter into this Agreement based on the information available to it, which it has determined is adequate for that purpose;

          (d) it has requested and received non-public information related to the Shares, which information is material to the issuer of the Shares and/or the value of the Shares;

          (e) it believes, by reason of the other party’s business or financial experience, that the other party may possess more information related to the Shares, which information may be material to the issuer of the Shares and/or the value of the Shares (the “Excluded Information”);

          (f) it has decided to purchase or sell, as applicable, the Shares, based on its own independent investigation, notwithstanding its lack of knowledge concerning the other party’s potential possession of Excluded Information;

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          (g) it has not given any investment advice or rendered any opinion to the other party as to whether the purchase or sale, as applicable, of the Shares is prudent or suitable, and no party is relying on any representation or warranty by the other party except as expressly set forth herein;

          (h) it has had the opportunity to, and did in fact, consult with independent legal counsel and other advisors concerning this Agreement and the implications of the matters set forth herein;

          (i) no party shall have any liability whatsoever to the other party or its affiliates, and each party, on behalf of itself and its affiliates, waives, releases and discharges any and all claims it might have against the other party hereto and its officers, directors, agents, affiliates, shareholders, investment managers, partners, principals, managers, members or employees (with respect to the Seller and the Buyer, respectively, the “Releasees”), whether under applicable securities laws or otherwise, with respect to the non-disclosure of any Excluded Information;

          (j) no party or its affiliates shall sue or assert or maintain any claim, suit or other proceeding, known or unknown, which it or its affiliates may now or in the future have against any Releasees based upon or relating to any applicable Excluded Information, and each party agrees to indemnify and hold the other party harmless from the indemnifying party’s breach of the foregoing;

          (k) the Seller shall not, directly or indirectly through the use of derivative products (except custom hedge baskets), sell, short or otherwise dispose of, and the Seller shall cause its affiliates not to sell, short or otherwise dispose of, any securities of the Company, including any current or future subsidiaries or affiliates for a period not exceeding one (1) year from the date hereof; and

          (l) it is relying upon an exemption from securities registration under the Securities Act of 1933, as amended, with respect to this Agreement and the matters set forth herein.

     5. Mutual Releases; Covenant Not to Sue.

          (a) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Seller (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Buyer, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Buyer Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any

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of the notes, preferred stock, common stock, warrants, or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Seller would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Buyer Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Seller understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Seller shall constitute a ratification, adoption and confirmation by the Seller of the foregoing general release.

          (b) The Seller covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Buyer Releasees regarding any matter set forth in Section 5(a) above. If the Seller violates the foregoing covenant not to sue, the Seller agrees to pay, in addition to such other damages as such Buyer Releasees may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Buyer Releasees as a result of such violation.

          (c) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Buyer (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Seller, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Seller Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any of the notes, preferred stock, common stock, warrants or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Buyer would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Seller Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Buyer understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Buyer shall constitute a ratification, adoption and confirmation by the Buyer of the foregoing general release.

          (d) The Buyer covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Seller Releasees regarding any matter set forth in Section 5(c) above. If the Buyer violates the foregoing covenant not to sue, the Buyer agrees to pay, in addition to such other damages as such Seller Releasees may sustain as a result of such

6

violation, all attorneys’ fees and costs incurred by such Seller Releasees as a result of such violation.

     6. Confidentiality. The parties hereto and their attorneys agree that the terms of this Agreement shall be confidential and maintained in the strictest confidence. No party hereto shall disclose the terms of this Agreement to anyone not a party to this Agreement, whether orally or in writing. These restrictions, however, shall not apply to: (a) the parties’ employees, attorneys, officers and directors who have a need to know; (b) disclosure as may be required by law (which could include, by way of example and not intending to be limited to, tax reporting, regulatory requirements and securities laws); or (c) disclosure as may be necessary to enforce this Agreement. To the extent that any disclosure is required pursuant to clause (b) or (c) above, the disclosing party shall promptly notify the other party and shall cooperate in the efforts of the other party to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the terms of this Agreement. If, in the absence of a protective order, the disclosing party is (in the view of its legal counsel) compelled as a matter of law to disclose any of the terms of this Agreement, such disclosing party shall disclose only those terms or matters that are required by law to be disclosed, and such disclosure shall be made only to the person or entity compelling disclosure.

     7. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

     8. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and expenses and all other out-of-pocket costs and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

     9. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

     10. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

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     12. Governing Law; Jurisdiction. THE VALIDITY, INTERPRETATION, AND PERFORMANCE OF THIS AGREEMENT SHALL BE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ILLINOIS, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD GIVE RISE TO THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAW OF ANY OTHER JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN CHICAGO, ILLINOIS FOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED HERETO. EACH PARTY HERETO FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN SUCH COURTS, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF, UNDER OR RELATING TO, THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     13. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

     14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

     15. Headings. The headings of this Agreement are for convenience of reference and shall not form a part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

SELLER:	LAKEVIEW FUND LP
	By:
		Name:
		Title:
BUYER:	VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
	By:	Victory Park Capital Advisors, LLC
	Its:	Investment Manager

By:
	Name:	Scott R. Zemnick
	Title:	General Counsel

Signature Page for Stock Purchase Agreement

EX-99.10

Exhibit 10

STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2009, is entered into by and between Diamond Opportunity Fund, LLC (the “Seller”) and Victory Park Credit Opportunities Master Fund, Ltd. (the “Buyer”).

     WHEREAS, reference is made to that certain Preferred Stock Securities Purchase Agreement, dated as of March 31, 2006 (as amended, restated or otherwise modified from time to time and in effect on the date hereof, the “Preferred Purchase Agreement”), by and among Global Employment Holdings, Inc., a Colorado corporation (“Holdings”), and the purchasers party thereto.

     WHEREAS, pursuant to the Preferred Purchase Agreement, Holdings sold and issued Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).

     WHEREAS, as of the date hereof, the Seller holds and owns three hundred (300) shares of Series A Preferred Stock.

     WHEREAS, Holdings is restructuring certain indebtedness of Holdings and its direct and indirect subsidiaries (collectively, Holdings and its direct and indirect subsidiaries are referred to herein as the “Company”), pursuant to that certain Restructuring Support Agreement (the “Restructuring Support Agreement”) and those certain other transactions contemplated thereby (collectively with the Restructuring Support Agreement, the “Restructuring Transactions”), as fully described therein.

     WHEREAS, pursuant to the Restructuring Transactions, each holder of Series A Preferred Stock shall convert one hundred percent (100%) of the Series A Preferred Stock held by such holder (including any and all interest, dividends, premiums or otherwise accrued and unpaid amounts) into shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), at a ratio of one (1) share of Series A Preferred Stock to 2.92649 shares of Series B Preferred Stock.

     WHEREAS, pursuant to the Restructuring Transactions, upon the satisfaction of certain conditions, the Series B Preferred Stock shall be automatically converted into shares of Holdings’ Common Stock, par value $0.001 (the “Common Stock”), at a ratio of one (1) share of Series B Preferred Stock to one-thousand (1,000) shares of Common Stock (the “Conversion”).

     WHEREAS, the Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, (a) in the event the Restructuring Transactions and the Conversion are consummated, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion, or (b) in the event the Restructuring Transactions or the Conversion is not consummated, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time.

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     NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     1. Purchase.

          (a) The closing of the purchase and sale of the Shares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be referred to herein individually or collectively, as the case may be, as the “Shares”.

          (b) As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $45,000 (the “Purchase Price”) by wire transfer of immediately available funds to an account specified by the Seller.

          (c) In the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, the Seller shall immediately deliver to the Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the Buyer.

     2. Representations and Warranties of the Seller. The Seller makes the following representations and warranties to and for the benefit of the Buyer on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Seller, in making the decision to sell the Shares to the Buyer, has not relied upon any oral or written representations or assurances from the Buyer or any of its officers, directors or employees or any other representatives or agents of the Buyer, except as are contained in this Agreement.

          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Seller and, assuming the due authorization, execution and delivery thereof by the Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or cause a breach of, constitute a default under,

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or result in a violation of (i) any agreement, contract or instrument to which the Seller is a party which would prevent the Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Seller is subject.

          (c) No Legal Advice from the Buyer. The Seller acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Seller’s own legal counsel and investment and tax advisors. The Seller is not relying on any statements or representations of the Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

          (d) Execution of Restructuring Transactions. The Seller shall do and perform, or cause to be done and performed, all such acts and things, and shall execute and deliver all such agreements, certificates, instruments and documents as may be required to consummate the Restructuring Transactions and the Conversion pursuant to the terms and conditions thereof as of the date hereof. Without limiting the foregoing, on or before 4:00 p.m. Eastern Time on September 30, 2009, the Seller shall execute and deliver the Restructuring Support Agreement, the Series A Convertible Preferred Stock Amendment and Conversion Agreement, the Consent and Waiver of the Required Holders of Series A Convertible Preferred Stock of Global Employment Holdings, Inc., and the Shareholder’s Agreement.

          (e) Ownership of Shares. On the Closing Date, the Seller will be the legal and beneficial owner of the Shares and will transfer to the Buyer good title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

          (f) Number of Securities. The Shares being sold and transferred pursuant to this Agreement will represent all of the securities of the Company owned by the Seller on the Closing Date, including, without limitation, the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, as applicable.

          (g) Purchase Price Negotiated. The Seller represents that both the amount of the Shares and the Purchase Price were negotiated figures by the parties.

          (h) Seller Taxes. The Seller understands that the Seller (and not the Buyer) shall be responsible for any and all tax liabilities of the Seller that may arise as a result of the transactions contemplated by this Agreement.

     3. Representations, Warranties and Covenants of the Buyer. The Buyer makes the following representations, warranties and covenants to and for the benefit of the Seller on the date hereof and on the Closing Date:

          (a) Independent Investigation. The Buyer, in making the decision to purchase the Shares from the Seller, has not relied upon any oral or written representations or assurances from the Seller or any of its officers, directors, partners or employees or any other representatives or agents of the Seller, except as are contained in this Agreement.

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          (b) Authority. This Agreement has been validly authorized, executed and delivered by the Buyer and assuming the due authorization, execution and delivery thereof by the Seller, is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Buyer is subject.

          (c) No Legal Advice from the Seller. The Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Buyer’s own legal counsel and investment and tax advisors. The Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

     4. Representations, Warranties and Covenants of the Seller and the Buyer. The Seller and the Buyer each makes the following representations, warranties and covenants to and for the benefit of the other party on the date hereof and on the Closing Date:

          (a) it is a sophisticated investor with respect to the Shares and has adequate information concerning the business and financial condition of the issuer of the Shares and understands the disadvantage to which it may be subject on account of any disparity of information as between the parties;

          (b) it believes, by reason of the other party’s business or financial experience, that the other party is capable of evaluating the merits and risks of this Agreement and the matters set forth herein and of protecting its own interests in connection with this Agreement and the matters set forth herein, and acknowledges that it has had the opportunity to discuss the information available to them relating to this Agreement and the matters set forth herein with legal counsel and such other advisors as it has deemed appropriate;

          (c) it has made an independent decision to enter into this Agreement based on the information available to it, which it has determined is adequate for that purpose;

          (d) it has requested and received non-public information related to the Shares, which information is material to the issuer of the Shares and/or the value of the Shares;

          (e) it believes, by reason of the other party’s business or financial experience, that the other party may possess more information related to the Shares, which information may be material to the issuer of the Shares and/or the value of the Shares (the “Excluded Information”);

          (f) it has decided to purchase or sell, as applicable, the Shares, based on its own independent investigation, notwithstanding its lack of knowledge concerning the other party’s potential possession of Excluded Information;

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          (g) it has not given any investment advice or rendered any opinion to the other party as to whether the purchase or sale, as applicable, of the Shares is prudent or suitable, and no party is relying on any representation or warranty by the other party except as expressly set forth herein;

          (h) it has had the opportunity to, and did in fact, consult with independent legal counsel and other advisors concerning this Agreement and the implications of the matters set forth herein;

          (i) no party shall have any liability whatsoever to the other party or its affiliates, and each party, on behalf of itself and its affiliates, waives, releases and discharges any and all claims it might have against the other party hereto and its officers, directors, agents, affiliates, shareholders, investment managers, partners, principals, managers, members or employees (with respect to the Seller and the Buyer, respectively, the “Releasees”), whether under applicable securities laws or otherwise, with respect to the non-disclosure of any Excluded Information;

          (j) no party or its affiliates shall sue or assert or maintain any claim, suit or other proceeding, known or unknown, which it or its affiliates may now or in the future have against any Releasees based upon or relating to any applicable Excluded Information, and each party agrees to indemnify and hold the other party harmless from the indemnifying party’s breach of the foregoing;

          (k) the Seller shall not, directly or indirectly through the use of derivative products (except custom hedge baskets), sell, short or otherwise dispose of, and the Seller shall cause its affiliates not to sell, short or otherwise dispose of, any securities of the Company, including any current or future subsidiaries or affiliates for a period not exceeding one (1) year from the date hereof; and

          (l) it is relying upon an exemption from securities registration under the Securities Act of 1933, as amended, with respect to this Agreement and the matters set forth herein.

     5. Mutual Releases; Covenant Not to Sue.

          (a) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Seller (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Buyer, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Buyer Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any

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of the notes, preferred stock, common stock, warrants, or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Seller would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Buyer Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Seller understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Seller shall constitute a ratification, adoption and confirmation by the Seller of the foregoing general release.

          (b) The Seller covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Buyer Releasees regarding any matter set forth in Section 5(a) above. If the Seller violates the foregoing covenant not to sue, the Seller agrees to pay, in addition to such other damages as such Buyer Releasees may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Buyer Releasees as a result of such violation.

          (c) Except for the rights expressly arising out of, provided for or reserved in this Agreement, the Buyer (and its predecessors, successors and assigns, subsidiaries, parents, related corporate divisions and entities, affiliates and transferees) hereby conclusively, absolutely, unconditionally and irrevocably waive, release and forever discharge the Seller, and each of the existing, former and future general partners, shareholders, directors, officers, fiduciaries, principals, managers, investment managers, members, employees, representatives, agents, subsidiaries, predecessors, successors, assigns, affiliates, affiliated funds and managed accounts, and related entities of the foregoing (collectively, the “Seller Releasees”), of and from any and all claims, actions, charges, suits, liabilities, damages, contracts, agreements and promises, of any kind or nature whatsoever, known or unknown, foreseen or unforeseen, suspected or unsuspected, latent or patent, fixed or contingent, existing or hereafter arising, in law, equity, or otherwise, in connection with, arising out of or related to (i) the Company, (ii) any of the notes, preferred stock, common stock, warrants or other debt, securities or instruments issued thereby, or (iii) any sale, assignment, purchase, assumption, transfer, amendment or restructuring of such notes, preferred stock, common stock, warrants, or other debt, securities or instruments, which the Buyer would have been legally entitled to assert in its own right or on behalf of any other person or entity against any of the Seller Releasees, whether or not any of the facts or legal bases therefor were known or existed on or before the Closing Date. The Buyer understands that this waiver and release applies broadly to extinguish any and all claims of the type described above, as well as all claims for attorneys’ fees and/or expenses in connection with or arising out of any such claims and for any other damages, relief or remedies of any type or nature whatsoever. The execution of this Agreement by the Buyer shall constitute a ratification, adoption and confirmation by the Buyer of the foregoing general release.

          (d) The Buyer covenants not to sue at law, in equity, in any regulatory proceeding, or otherwise any of the Seller Releasees regarding any matter set forth in Section 5(c) above. If the Buyer violates the foregoing covenant not to sue, the Buyer agrees to pay, in addition to such other damages as such Seller Releasees may sustain as a result of such

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violation, all attorneys’ fees and costs incurred by such Seller Releasees as a result of such violation.

     6. Confidentiality. The parties hereto and their attorneys agree that the terms of this Agreement shall be confidential and maintained in the strictest confidence. No party hereto shall disclose the terms of this Agreement to anyone not a party to this Agreement, whether orally or in writing. These restrictions, however, shall not apply to: (a) the parties’ employees, attorneys, officers and directors who have a need to know; (b) disclosure as may be required by law (which could include, by way of example and not intending to be limited to, tax reporting, regulatory requirements and securities laws); or (c) disclosure as may be necessary to enforce this Agreement. To the extent that any disclosure is required pursuant to clause (b) or (c) above, the disclosing party shall promptly notify the other party and shall cooperate in the efforts of the other party to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the terms of this Agreement. If, in the absence of a protective order, the disclosing party is (in the view of its legal counsel) compelled as a matter of law to disclose any of the terms of this Agreement, such disclosing party shall disclose only those terms or matters that are required by law to be disclosed, and such disclosure shall be made only to the person or entity compelling disclosure.

     7. Further Assurances. Each of the parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

     8. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and expenses and all other out-of-pocket costs and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

     9. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

     10. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the parties hereto.

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     12. Governing Law; Jurisdiction. THE VALIDITY, INTERPRETATION, AND PERFORMANCE OF THIS AGREEMENT SHALL BE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF ILLINOIS, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD GIVE RISE TO THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAW OF ANY OTHER JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN CHICAGO, ILLINOIS FOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED HERETO. EACH PARTY HERETO FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN SUCH COURTS, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF, UNDER OR RELATING TO, THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     13. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

     14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

     15. Headings. The headings of this Agreement are for convenience of reference and shall not form a part of, or affect the interpretation of, this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

SELLER:	DIAMOND OPPORTUNITY FUND, LLC
	By:
	Name:
	Title:
BUYER:	VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
	By:	Victory Park Capital Advisors, LLC
	Its:	Investment Manager
	By:
	Name:	Scott R. Zemnick
	Title:	General Counsel