FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTY

Exhibit 10.3

FIRST AMENDMENT
TO
SECURITY AGREEMENT, PLEDGE AGREEMENT
AND GUARANTY

          FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTY, dated as of September 28, 2006 (this “Amendment”) made by Global Employment Holdings, Inc. a Delaware corporation (the "Company”), Global Employment Solutions, Inc., a Colorado corporation (“GES”), each of its subsidiaries (each a “Guarantor” and together with the Company and each of its subsidiaries, each a "Grantor” and a “Pledgor” and together the “Grantors” and “Pledgors”), Amatis Limited (“Amatis”), in its capacity as the original collateral agent (in such capacity, the “Original Collateral Agent”), and Whitebox Convertible Arbitrage Partners, LP (“Whitebox”), in its capacity as the new collateral agent (in such capacity, the “Collateral Agent”).

     WHEREAS:

     A. The Company, GES and the Buyers are party to the Notes Securities Purchase Agreement, dated as of March 31, 2006, (the “Purchase Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the Purchase Agreement.

     B. Amatis has agreed to sell all of the Notes and Warrants it purchased pursuant to the Purchase Agreement to a group of investors.

     C. Amatis was named the Collateral Agent in the Purchase Agreement and wishes to be released from its role as the Collateral Agent.

     D. Whitebox has agreed to replace Amatis as the Collateral Agent.

     E. Amatis is named as Collateral Agent in the Security Agreement, the Pledge Agreement and the Guaranty.

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1. New Collateral Agent. Each reference to Amatis as Collateral Agent in the Security Agreement, the Pledge Agreement and the Guaranty is hereby amended to read: “Whitebox Convertible Arbitrage Partners, LP”.

          SECTION 2. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Security Agreement, the Pledge Agreement and the Guaranty remain in full force and effect.

          SECTION 3. Facsimile Signatures; Counterparts. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution

and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

          IN WITNESS WHEREOF, each Grantor and Pledgor has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of the date first above written.

	GLOBAL EMPLOYMENT HOLDINGS, INC
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	President and Chief Executive Officer
	GLOBAL EMPLOYMENT SOLUTIONS, INC
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	President and Chief Executive Officer
	EXCELL PERSONNEL SERVICES, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	FRIENDLY ADVANCED SOFTWARE          TECHNOLOGY, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	MAIN LINE PERSONAL SERVICE, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President

	SOUTHEASTERN PERSONNEL       MANAGEMENT, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	SOUTHEASTERN STAFFING, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	BAY HR, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	SOUTHEASTERN GEORGIA HR, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President
	TEMPORARY PLACEMENT SERVICE, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Executive Vice President

ACCEPTED BY:				ACCEPTED BY:
WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP,				AMATIS LIMITED,
as Collateral Agent				as Original Collateral Agent
						By: Amaranth Advisors L.L.C,
						Its: Trading Advisor
By:		/s/ Xxxxxxxx Xxxx		By:		/s/ Xxxx X. Xxxxxxx
Name: Xxxxxxxx Xxxx				Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer/Director				Title: Authorized Signatory

Address:		0000 Xxxxxxxxx Xxxxxxxxx		Address:		Xxx Xxxxxxx Xxxx
		Xxxxx 000				Xxxxxxxxx, XX 00000
		Xxxxxxxxxxx, XX 00000