CLIENT SERVICE AGREEMENT

Exhibit 10.1

This Client Service Agreement is entered into by and between the Parties Noted below:

TSE-PEO	CLIENT:	Accountabilities Inc.
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, X.X. 00000		000 Xxxx Xxxxxxx Xxx Xxxxx 0 26
Telephone: 000-000-0000
Payroll Dept: 000-000-0000		Xxxxxx, XX 00000
	Tel:
	Fax:

1)	The Parties agree to be bound by the attached Terms and Conditions, The attached Terms and Conditions are an integral part of this Client Service Agreement.

2)	The Effective Date of the Client Service Agreement is: January 9, 2006

3)	The Initial Term of this agreement shall be for one (1) year.

4)	Client’s payment (See Schedule B)

5)	Client shall pay an initial set up charge of $0.00 per employee.

6)	Client shall pay a sign up fee for all assigned employees added after initial sign up of $0.00 per employee.

7)	The persons signing below have actual authority to enter into this Agreement on behalf of the indicated party.

8)	TSE-PEO may after or amend the Terms and Conditions on giving Client thirty (30) days written notice.

9)	This Agreement requires the submission of all disputes to binding arbitration. This agreement requires Client to indemnify TSE-PEO in certain instances.

10)	Both parties must sign this Agreement for it to be binding as prescribed by law.

			CLIENT: Accountabilities Inc.
TSE-PEO
			By:	/s/ Xxxxx Xxxxxxx
By:	/s/ Xxxx X. Xxxxxxx XX			(Signature)

	(Authorized Officer)			XXXXX XXXXXXX
				(Print Name)
	Xxxx X. Xxxxxxx XX
	(Print Name)		Title:	PRESIDENT

Title:	E.V.P
			Date Signed:		11/26/07
Date Signed:		8/1/06
			Initial Here:

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

TERMS AND CONDITIONS

1.)	Agreement & Services

These Terms and Conditions apply to and govern the Client Service Agreement entered into between Accountabilities and TSE-PEO ("Tri-State"). This Agreement between Accountabilities and TSE-PEO shall be effective as of the date specified in the Client Service Agreement executed by Accountabilities and TSE-PEO.

Any reference to "this Agreement" includes the terms of the Client Service Agreement executed by the parties, as well as these Terms and Conditions. The Client Service Agreement is an integral part of these Terms & Conditions.

2.)	Definition of Services

TSE-PEO and Accountabilities agree to jointly employ certain employees ("Assigned Employees"). Accountabilities and TSE-PEO agree to undertake employer responsibilities as allocated by this Agreement. TSE-PEO agrees to provide Accountabilities with related services identified in this Agreement. TSE-PEO may, but is not required to, provide additional consulting services to Accountabilities. Such services will be provided only if the parties agree separately in writing.

Term

This Agreement shall remain in force for the Initial Term specified in the Client Service Agreement. Following the Initial Term, this Agreement shall automatically renew for successive one-year terms. Following the Initial Term, either party may terminate this Agreement at any time for any reason by giving thirty (30) days written notice to the other party. Either parry may terminate this Agreement immediately on giving written notice to the other upon any material breach by the other party.

4.	Assigned Employees

The initial group of Assigned Employees is detailed on the attached Schedule A. By separate written agreement and with the specific consent of TSE-PEO, the parties may add additional Assigned Employees, reassign or remove Assigned Employees, or modify positions, benefits and pay rates for Assigned Employees. TSE-PEO does not guarantee or represent that it will be able to fill all employee needs of Accountabilities.

Accountabilities shall not request the removal; discipline or other treatment of an Assigned Employee based on any grounds, which are unlawful under local, state or federal law. In dealing with the Assigned Employees, Accountabilities shall fully comply with all local, state or federal law relating to equal employment opportunity and nondiscrimination in employment. TSE-PEO shall not be responsible for any action taken by Accountabilities with respect to the Assigned Employees, unless Accountabilities secures prior written authorization from TSE-PEO’s corporate office for such action.

Accountabilities shall, on TSE-PEO’s request: make available same or fully equivalent employment opportunities to any Assigned Employee eligible for reinstatement following leave under the Family & Medical Leave Act or any comparable law; provide reasonable accommodation under the ADA or any comparable law. Accountabilities shall bear the sole cost of providing leave, job reinstatement or a reasonable accommodation.

Accountabilities shall give TSE-PEO not less than seventy-(70) days advance written notice of- (a) any temporary or permanent shutdown of any facility, site of employment or employment unit; or (b) any reduction in force resulting in the layoff of one-third or more of the persons (counting Accountabilities employees, Assigned Employees or both) working at any single facility, site of employment or employment unit of Accountabilities.

Accountabilities shall comply with all provisions of this Article 4 without regard to whether Accountabilities or the Assigned Employees would be subject to the indicated laws in the absence of this Agreement.

Accountabilities Inc.

Initial Here:

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

5.)

Payroll

During the term of this Agreement, TSE-PEO shall be responsible for payment of wages or other compensation to the Assigned Employees while assigned to Accountabilities.

6.)	Worker’s Compensation

TSE-PEO shall maintain a policy of workers’ compensation insurance intended to cover the Assigned Employees. Such insurance shall meet the minimum requirements applicable in the State in which the Assigned Employees will be working, as well as a minimum of $1MM per occurrence of Employer’s Liability Coverage.

TSE-PEO shall, at Accountabilities request, provide evidence of the existence of such coverage (i.e., Certificate of Insurance), within 24 hours under most circumstances. In addition, should Accountabilities require an endorsement to the policy to comply with the stipulations of a contract agreement, TSE-PEO will endeavor to obtain this endorsement in a timely manner.

TSE-PEO is responsible for the processing of all workers’ compensation claims submitted by Accountabilities personnel, including prompt payment of medical bills, drug testing invoices and any other job-related injury or illness invoices, as well as authorization for physical thereapy and other physician-requested procuedures or programs.

TSE-PEO will, upon receipt of payroll and other documentation from Accountabilities, promptly arrange to extend workers’ compensation insurance coverage to any State not currently listed on the policy in which Accountabilities intends to provide staffing or conduct business; with the exception of monopolistic states.

Upon request of Accountabilities, TSE-PEO will provide current workers’ compensation loss runs, detailing but not limited to, incurred losses and open/closed claims. In addition, when feasible, but at least annually, TSE-PEO will coordinate a claims review meeting with Accountabilities, and if possible, WAUSAU Insurance Company.

Upon request of Accountabilities, TSE-PEO will attempt to provide workers’ compensation coding and rates within 24 hours.

7.)	Employee Notification

On the termination of this Agreement by any party for any reason: (a) TSE-PEO shall have the right to notify the Assigned Employees that their employment relationship with TSE-PEO has been terminated; and (b) Accountabilities shall immediately notify their Branch Management that this Agreement has been terminated and that the employment Agreement between Accountabilities and TSE-PEO has been terminated

8.)	Supervision of Assigned Employee

TSE-PEO shall not make, and the on-site supervisors are not authorized to make on behalf of TSE-PEO, any business related decisions on behalf of Accountabilities. All business decisions are the sole responsibility of Accountabilities. Any action taken by an on-site supervisor or by an Assigned Employee that is not taken at the express direction and authorization of TSE-PEO’s corporate office shall be the sole responsibility of Accountabilities.

Accountabilities retains the exclusive right to direct and control the production of all goods or products and the performance of all services produced by Accountabilities business. Accountabilities is solely responsible for the quality, adequacy and safety of all goods produced or services performed by the Assigned Employees on Accountabilities behalf.

Accountabilities shall provide all facilities, equipment, training and any other items that may be needed by the Assigned Employees in the performance of work on behalf of Accountabilities.

Accountabilities Inc.

Initial Here:

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

9.)

Insurance

Accountabilities shall maintain commercial general liability insurance coverage, including without limitation, products and completed operations coverage, independent contractors protective coverage, contractual liability coverage for this agreement, and broad form property damage, and including coverage for explosion, collapse, and underground property damage hazards applicable to all of Accountabilities operations and job sites. Such insurance shall provide limits not less than one million dollars ($1,000,000.00) per occurrence for injury, including contractual liability and advertising injury and two million dollars ($2,000,000.00) general aggregate for bodily injury, including death resulting there from, personal injury and property damage. Such policy shall provide coverage for the acts or omissions of the Assigned Employees.

10.)	Employee Hours

Accountabilities shall maintain, and shall provide to TSE-PEO at the end of each pay period, accurate records of actual time worked by each Assigned Employee. Accountabilities assumes full and unconditional responsibility for the accuracy and completeness of the payroll records submitted to TSE-PEO. Accountabilities warrants that all time cards or other payroll records submitted to TSE-PEO shall be complete and accurate. Accountabilities shall not direct, request or permit the Assigned Employees to work any unreported hours.

11.)

Licenses

Accountabilities bears sole responsibility to ensure compliance with any law or regulation requiring an Assigned Employee to hold a license, to work only under the supervision of a licensed person, or to work only in the employment of an entity holding a license. Accountabilities shall be solely responsible for verifying that Assigned Employees have any necessary licenses or permits, and for providing any required licensed supervision.

12.)	Independent Contractors, Direct Employees of Client

If Accountabilities utilizes any independent contractors during the term of this Agreement, Accountabilities shall require each such independent contractor to maintain workers’ compensation insurance and general liability insurance. Accountabilities shall require such independent contractor to provide evidence of insurance.

If Accountabilities employs persons other than Assigned Employees, Accountabilities shall be solely responsible for such employees and shall give written notice to such employees that they are not employees of TSE-PEO. Accountabilities shall provide TSE-PEO with a copy of such written notices.

13.)	Client Representations.

Accountabilities warrants that all representations made to TSE-PEO in connection with securing TSE-PEO’s proposal for service are true and correct to the best of their knowledge. Accountabilities warrants and represents that it will comply with all local, state and federal laws related to the rights of employees, including laws relating to employment discrimination, workplace safety and wage and hour laws. Accountabilities shall immediately notify TSE-PEO of any investigation, charge, fine, proceeding or other action by any local, state or federal agency that affects or relates to the Assigned Employees.

14.)	Indemnification

TSE-PEO indemnifies and holds harmless Accountabilities from and against any and all losses, liabilities, claims, suits, demands, damages, injuries, costs, and expenses arising solely out of the negligent or willful failure of any TSE-PEO employee (employed by TSE-PEO at its corporate office) to comply with applicable worker’s compensation, payroll tax or withholding tax laws, rules, and regulations. This indemnity expressly excludes and does not cover claims based on, related to or arising out of any acts, omissions or conduct of any Assigned Employee.

Accountabilities agrees to indemnify, defend and hold harmless TSE-PEO, its affiliates and subsidiaries, their shareholders, employees, officers, directors, agents, and representatives, from and against all claims, demands, causes of action, suits, liabilities and expenses (including court costs and attorneys fees) of every kind or character. TSE-PEO shall have the right to select the attorneys by which it will be defended. All indemnity obligations and liabilities assumed by Accountabilities under this Agreement are without monetary limit and without regard to the cause or causes thereof or the negligence of any party or parties, whether the negligence is sole, joint, comparative, concurrent, active or passive, ordinary or gross.

Accountabilities Inc.

Initial Here:

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

15.)

Fees.

TSE-PEO will provide Accountabilities with a detailed invoice for all compensation paid to or on behalf of Assigned Employees ("gross wages") at pay rates as listed on the attached Schedule A or as may be mutually agreed upon from time to time by TSE-PEO and Accountabilities. Gross wages shall include all agreed on wages and compensation for the Assigned Employees, including overtime, vacation, sick leave and holiday pay.

Accountabilities shall pay a service fee expressed as a percentage applied to the sum total of the Gross Wages defined above. The initial service fee is set forth on Schedule A. The applicable service fee is applied to the gross wages of each Assigned Employee. Out of the service fees paid by Accountabilities, TSE-PEO shall pay from its own account all payroll taxes attributable to the Assigned Employees.

16.)	General Terms.

This Agreement (including the Client Service Agreement, these Terms and Conditions, and any attached or related schedules) is the entire agreement and supersedes any previous agreement, understanding or representations between Accountabilities and TSE-PEO with respect to the subject matter. This Agreement may not be modified in any way except by a single written agreement signed by both parties.

The provisions of this Agreement shall be binding upon the parties and their respective agents, employees, directors, officers, shareholders, heirs, executors, administrators, legal representatives, successors and assigns. There are no intended third party beneficiaries of this Agreement. Assigned Employees are not third party beneficiaries of this Agreement and shall have no right to enforce this Agreement.

In the event that this Agreement, or any portion thereof, is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

The headings in this Agreement are intended for convenience or reference and shall not affect its interpretation.

The failure of either party to insist upon strict performance of any of the provisions of this Agreement shall in no way constitute a waiver of any of its rights as set forth herein, at law or equity, or a waiver by either party of any other provision or subsequent default by the other in the performance of or compliance with any of the terms and conditions set forth herein.

This Agreement shall not be transferred or assigned without the written consent of both parties, except that TSE-PEO may transfer this Agreement to a TSE-PEO affiliate or subsidiary with prior written notice to Accountabilities.

If legal actions or other proceedings, including arbitration proceedings, are brought for the enforcement of this Agreement or because of an alleged breach, default or misrepresentation in connection with the provisions hereof, the prevailing party shall be entitled to recover its reasonable and necessary attorney’s fees and other costs incurred in such action or proceeding from the unsuccessful party, in addition to any other relief to which it may be entitled.

Accountabilities warrants that it is presently not in bankruptcy and neither has any intention of filing for bankruptcy protection nor any reason to believe that it will need to seek bankruptcy protection. This agreement shall be interpreted so as to comply with all applicable laws and shall be amended, if necessary as required by any such governmental agency or bankruptcy court.

17.)	Governing Law; Notices; Limitations; Waiver of Jury

This Agreement shall be binding, governed by, and construed and enforced under the Federal Arbitration Act and the laws of N.Y. and of the United States, excluding those laws of N.Y. related to conflict of laws.

To be effective, any notice given under this Agreement must be in writing and shall be effective when received. Notice shall be given to the address given in this Agreement.

18.)	Arbitration

All disputes arising between TSE-PEO and Accountabilities, or their respective agents, employees, directors, officers, shareholders, heirs, executors, administrators, legal representatives, successors and assigns, shall be resolved exclusively through final and binding arbitration pursuant to the Federal Arbitration Act and administered by the American Arbitration Association under its Commercial Arbitration Rules. A demand for arbitration shall be filed with the American Arbitration Association within the applicable statute of limitations. A copy of the demand for arbitration shall be simultaneously served on the respondent. Judgment on the award may be entered in any court with jurisdiction. The arbitrator shall be bound by the substantive law of the State of N.Y and of the United States, other than conflicts of law rules, which shall not apply.

The parties waive trial by jury in any action, claim, and counter claim or proceeding.

Accountabilities Inc.

Initial Here:

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

TSE-PEO		ACCOUNTABILITIES

By:	/s/ Xxxx X. Xxxxxxx	By:	/s/ Xxxxx Xxxxxxx
	(Signature)		(Signature)

	Xxxx X. Xxxxxxx		XXXXX XXXXXXX
	(Printed Name)		(Printed Name)

Title:	E.V.P	Title:	PRESIDENT

Date:	8/1//06	Date:	7.14.06

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

		ACCOUNTABILITIES		SCHEDULE B
		WORKSHEET

			CURRENT	FICA	2010
STATE	W/C CODE	DESCRIPTION	RATE	FUTA	SUTA
CA	42	LANDSCAPE	[***]%	8.45%	[***]%
CA	45	ORCHARD, NUT CROPS	[***]%	8.45%	[***]%
CA	2003	BAKERY	[***]%	8.45%	[***]%
CA	2063	CREAMERIES	[***]%	8.45%	[***]%
CA	2102	FRUIT, VEG	[***]%	8.45%	[***]%
CA	2109	FRUIT-DRIED PACKING	[***]%	8.45%	[***]%
CA	2142	WINERY OPER	[***]%	8.45%	[***]%
CA	2149
CA	2163	BEVERAGE MFG. & DIS	[***]%	8.45%	[***]%
CA	2402	CARPET/RUG MFG.	[***]%	8.45%	[***]%
CA	2501	CLOTHING MFG.	[***]%	8.45%	[***]%
CA	2570	MATTRESS BOX SPRING	[***]%	8.45%	[***]%
CA	2571	PILLOW QUILT/CUSH MFG	[***]%	8.45%	[***]%
CA	2585	LAUNDRIES	[***]%	8.45%	[***]%
CA	2688	LEATHER PRODUCTS	[***]%	8.45%	[***]%
CA	2731	PLAINING	[***]%	8.45%	[***]%
CA	2806	WOOD DOOR/SASH/WINDOW	[***]%	8.45%	[***]%
CA	2842	WOOD PRODUCTS/MFG	[***]%	8.45%	[***]%
CA	3066	SHEET METAL	[***]%	8.45%	[***]%
CA	3066
CA	3076	FURNITURE MFG. META	[***]%	8.45%	[***]%
CA	3099	TOOL MFG	[***]%	8.45%	[***]%
CA	3146	HARDWARE	[***]%	8.45%	[***]%
CA	3178	ELECTRICAL WIRE	[***]%	8.45%	[***]%
CA	3180	LIGHT & FIXTURE MFG	[***]%	8.45%	[***]%
CA	3383	MFG. OF BANNERS	[***]%	8.45%	[***]%
CA	3400	METAL STAMPED GOODS	[***]%	8.45%	[***]%
CA	3560	DESCRIBE	[***]%	8.45%	[***]%
CA	3574	MACHINE MFG	[***]%	8.45%	[***]%
CA	3632	MACHINE SHOP	[***]%	8.45%	[***]%
CA	3651	ELECTRICAL WIRE	[***]%	8.45%	[***]%
CA	3681	INSTRUMENT MFG	[***]%	8.45%	[***]%
CA	3724	MACH/EQUIP ERECTION	[***]%	8.45%	[***]%
CA	3808	AUTO /MOTORCYCLE	[***]%	8.45%	[***]%
CA	3815	AUTO/TRUCK/TRAILER	[***]%	8.45%	[***]%
CA	3828	AUTO/TRUCK	[***]%	8.45%	[***]%
CA	3840	AUTO/TRUCK/MOTORCYCLE	[***]%	8.45%	[***]%
CA	4112	CIRC & SEMICONDUCTO	[***]%	8.45%	[***]%
CA	4239	PAPER/PULP MFG	[***]%	8.45%	[***]%
CA	4240	MOX MFG. RIGID XXXX	[***]%	8.45%	[***]%
CA	4243	DESCRIBE	[***]%	8.45%	[***]%
CA	4244	CORRUGATED/FIBERBOA	[***]%	8.45%	[***]%
CA	4250	PAPER COATING	[***]%	8.45%	[***]%
CA	4279	CORREGATED BOXES	[***]%	8.45%	[***]%

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

CA	4283	BLDG. ROOFING, PAPER	[***]%	8.45%	[***]%
CA	4299	PRINTING	[***]%	8.45%	[***]%
CA	4360	MOTION PICTURE DEVE	[***]%	8.45%	[***]%
CA	4410	RUBBER PRODUCTS	[***]%	8.45%	[***]%
CA	4478	PLASTIC GOODS MFG.	[***]%	8.45%	[***]%
CA	4492	SIGN, MFG, METAL	[***]%	8.45%	[***]%
CA	4494	PLASTICS-BLOW MOLDED	[***]%	8.45%	[***]%
CA	4496	GENERAL LABOR	[***]%	8.45%	[***]%
CA	4498	INJECTED MOLDED	[***]%	8.45%	[***]%
CA	4557	INK, MUCILAGE OR PO	[***]%	8.45%	[***]%
CA	4558	PAINT/VARNISH/LACQ.	[***]%	8.45%	[***]%
CA	4611	PHARMACEUTICAL	[***]%	8.45%	[***]%
CA	4623	COSMETIC, PER CARE	[***]%	8.45%	[***]%
CA	4720	SOAP OR SYN. DET	[***]%	8.45%	[***]%
CA	4828	CHEMICAL BLENDING/M	[***]%	8.45%	[***]%
CA	4831	VITAMIN/FOOD SUPPLE	[***]%	8.45%	[***]%
CA	4983	`GASKET MFG	[***]%	8.45%	[***]%
CA	5191	ELECTRONICS	[***]%	8.45%	[***]%
CA	5432	CARPENTRY	[***]%	8.45%	[***]%
CA	6251	TUNNELING	[***]%	8.45%	[***]%
CA	6504	CONDIMENTS MFG.	[***]%	8.45%	[***]%
CA	7198	DESCRIBE	[***]%	8.45%	[***]%
CA	7605	BURGLAR/ALARM	[***]%	8.45%	[***]%
CA	8008	STORES/CLOTHING	[***]%	8.45%	[***]%
CA	8013	STORE/EYEWARE	[***]%	8.45%	[***]%
CA	8015	STORES: FURNITURE	[***]%	8.45%	[***]%
CA	8017	STORE RETAIL	[***]%	8.45%	[***]%
CA	8018	STORE WHOLESALE	[***]%	8.45%	[***]%
CA	8021	STORE DEALER	[***]%	8.45%	[***]%
CA	8028	EQUIPMENT RENTAL	[***]%	8.45%	[***]%
CA	8031	STORES/CLOTHING	[***]%	8.45%	[***]%
CA	8032	CLOTHING, WEARING APPAREL	[***]%	8.45%	[***]%
CA	8046	AUTOMOBILE PARTS	[***]%	8.45%	[***]%
CA	8060	STORES-WINE/BEER/SPIRITS	[***]%	8.45%	[***]%
CA	8064	STORES - OFFICE SUPPLIES	[***]%	8.45%	[***]%
CA	8066	BICYCLE-RETAIL	[***]%	8.45%	[***]%
CA	8106	STORES WHOLESALE	[***]%	8.45%	[***]%
CA	8232	LUMBERYARD - COMMERCIAL	[***]%	8.45%	[***]%
CA	8290	DESCRIBE	[***]%	8.45%	[***]%
CA	8291	AUTO/TRUCKING	[***]%	8.45%	[***]%
CA	8292	STORE WAREHOUSE	[***]%	8.45%	[***]%
CA	8391	AUTO	[***]%	8.45%	[***]%
CA	8742	DESCRIBE	[***]%	8.45%	[***]%
CA	8800	MAILING & ADDRESSING	[***]%	8.45%	[***]%
CA	8810	CLERICAL OFFICE	[***]%	8.45%	[***]%
CA	8810	CLERICAL OFFICE	[***]%	8.45%	[***]%
CA	8818	DIST. VALVE FITTING	[***]%	8.45%	[***]%
CA	8890	BEAUTY PARLOR	[***]%	8.45%	[***]%
CA	9008	HOUSEKEEPING	[***]%	8.45%	[***]%
CA	9009	BLDG OPERATIONS	[***]%	8.45%	[***]%
CA	9050	HOTEL	[***]%	8.45%	[***]%
CA	9053	SWIMMING POOLS	[***]%	8.45%	[***]%

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

CA	9079	RESTAURANT	[***]%	8.45%	[***]%
CA	9101	COLLEGE	[***]%	8.45%	[***]%
CA	9424	GARBAGE	[***]%	8.45%	[***]%
CA	9501	MFG TEFLON COATING	[***]%	8.45%	[***]%
CA	9507	SIGN PAINTING/LETTERING	[***]%	8.45%	[***]%
CA	9516	TV AUDIO RADIO VIDEO	[***]%	8.45%	[***]%
CA	9522	FURNITURE UPHOLSTER	[***]%	8.45%	[***]%
CA	9586	BEAUTY PARLOR	[***]%	8.45%	[***]%
CO	42	LANDSCAPE GARD	[***]%	8.45%	[***]%
CO	2003	BAKERIES	[***]%	8.45%	[***]%
CO	2802	CARPENTRY	[***]%	8.45%	[***]%
CO	2585	CARPET/RUG	[***]%	8.45%	[***]%
CO	3040	IRON/STEEL FAB	[***]%	8.45%	[***]%
CO	3113	TOOL MFG	[***]%	8.45%	[***]%
CO	3179	ELECT	[***]%	8.45%	[***]%
CO	3507	AGR MACH MFG	[***]%	8.45%	[***]%
CO	3632	MACHINE	[***]%	8.45%	[***]%
CO	3681	TELECO MFG	[***]%	8.45%	[***]%
CO	4000	SAND & GRAVEL	[***]%	8.45%	[***]%
CO	4034	COND. PRODUCT MFG	[***]%	8.45%	[***]%
CO	4299	PRINTING	[***]%	8.45%	[***]%
CO	4484	PLASTIC INJ. MOLDING	[***]%	8.45%	[***]%
CO	4825	DRUGS/MEDICINE	[***]%	8.45%	[***]%
CO	5191	OFF, MACHIN/APPL.INSTALL	[***]%	8.45%	[***]%
CO	5221	CONCRETE	[***]%	8.45%	[***]%
CO	0000	XXXXXXXXX XXX	[***]%	8.45%	[***]%
CO	5537	HTG & A/C	[***]%	8.45%	[***]%
CO	0000	XXXXXX XXXX CONSTR.	[***]%	8.45%	[***]%
CO	5645	CARPENTRY	[***]%	8.45%	[***]%
CO	6217	EXCAVATION	[***]%	8.45%	[***]%
CO	6400	FENCE ERECTION	[***]%	8.45%	[***]%
CO	8018	WHLSE STORES	[***]%	8.45%	[***]%
CO	8107	MACHINERY/DEALER NOC	[***]%	8.45%	[***]%
CO	8232	LUMBERYARD	[***]%	8.45%	[***]%
CO	8292	WAREHOUSE OTHERS	[***]%	8.45%	[***]%
CO	8293	FURN MOVING	[***]%	8.45%	[***]%
CO	8380	AUTO SERV REPAIR	[***]%	8.45%	[***]%
CO	8742	SALES	[***]%	8.45%	[***]%
CO	8810	CLERICAL	[***]%	8.45%	[***]%
CO	8810EXEMPT	CLERICAL	[***]%	8.45%	[***]%
CO	8829	NURSING HOME/CONVALESCENT	[***]%	8.45%	[***]%
CO	9014	BLDG OPS CONT	[***]%	8.45%	[***]%
CO	9015	BLDG OPS OWNER	[***]%	8.45%	[***]%
CO	9040	HOSP-ALL OTHER	[***]%	8.45%	[***]%
CO	9052	HOTELS	[***]%	8.45%	[***]%
CO	9063	HEALTH SPAS	[***]%	8.45%	[***]%
CO	9082	REST	[***]%	8.45%	[***]%
CO	9521	HOUSE FURN. INSTALL.	[***]%	8.45%	[***]%
CO	9101	SCHOOLS - ALL OTHER	[***]%	8.45%	[***]%
CT	4825	DRUG MFG.	[***]%	8.45%	[***]%
CT	7539	ELECTRIC POWER CO	[***]%	8.45%	[***]%
CT	8810	CLERICAL	[***]%	8.45%	[***]%

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

DC	8810	CLERICAL	[***]%	8.45%	[***]%
DC	8803	ACCOUNTING	[***]%	8.45%	[***]%
DE	947	TEMP STAFF MAINT	[***]%	8.45%	[***]%
GA	8810	CLERICAL	[***]%	8.45%	[***]%
FL	4279	PAPER MFG	[***]%	8.45%	[***]%
FL	8810	CLERICAL	[***]%	8.45%	[***]%
MA	8810	CLERICAL OFFICE	[***]%	8.45%	[***]%
MA	4825	DRUG MEDICINE	[***]%	8.45%	[***]%
MD	8810	CLERICAL	[***]%	8.45%	[***]%
MD	8803	ACCOUNTANTS	[***]%	8.45%	[***]%
MS	3066	SHEET METAL	[***]%	8.45%	[***]%
MS	8803	ACCOUNTANTS	[***]%	8.45%	[***]%
MS	8810	CLERICAL	[***]%	8.45%	[***]%
MO	8810	CLERICAL OFFICE	[***]%	8.45%	[***]%
XX	0000	ELECTRICAL	[***]%	8.45%	[***]%
XX	0000	ARCHITECH OR ENGIN.	[***]%	8.45%	[***]%
XX	0000	CLERICAL OFFICE	[***]%	8.45%	[***]%
NC	8803	ACCOUNTANTS	[***]%	8.45%	[***]%
NC	8018	STORE WHOLESALE	[***]%	8.45%	[***]%
NC	8810	CLERICAL	[***]%	8.45%	[***]%
XX	0000	UTILITIES	[***]%	8.45%	[***]%
NJ	8803	ACCOUNTANTS	[***]%	8.45%	[***]%
NV	2812	CABINET MFG	[***]%	8.45%	[***]%
NV	8017	STORES RETAIL	[***]%	8.45%	[***]%
NY	7539	ELEC OPERATIONS	[***]%	8.45%	[***]%
NY	7219	TRUCKERS	[***]%	8.45%	[***]%
NY	8018		[***]%	8.45%	[***]%
NY	8800	MAILING ADDRESS	[***]%	8.45%	[***]%
NY	8803	ACCOUNTANT	[***]%	8.45%	[***]%
NY	8810	CLERICAL OFFICE	[***]%	8.45%	[***]%
PA	648	CONSTRUCTION	[***]%	8.45%	[***]%
PA	889	TEMP STAFF CLERICAL/OFF	[***]%	8.45%	[***]%
PA	955	ELECT. CONSULTING	[***]%	8.45%	[***]%
PA	957	PHYSICIANS	[***]%	8.45%	[***]%
PA	962	ACCOUNTANTS	[***]%	8.45%	[***]%
PA	953	CLERICAL	[***]%	8.45%	[***]%
RI	8810	CLERICAL	[***]%	8.45%	[***]%
TX	8810	CLERICAL	[***]%	8.45%	[***]%
WVA	8803	ACCOUNTANTS, AUDITORS ETC.	[***]%	8.45%	[***]%
VA	8810	CLERICAL	[***]%	8.45%	[***]%
VA	8803	ACCOUNTANTS	[***]%	8.45%	[***]%
VA	5191	COMPUTER, TELE.	[***]%	8.45%	[***]%
VA	9516	CABLE	[***]%	8.45%	[***]%

[***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

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Table of Contents

CLIENT SERVICE AGREEMENT

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