March 22, 2006 STRICTLY CONFIDENTIAL Mr. Howard Brill Chief Executive Officer Global Employment Solutions, Inc. 9090 Ridgeline Blvd., Suite 205 Littleton CO 80129 Dear Mr. Brill:Global Employment Holdings, Inc. • May 1st, 2006 • Services-help supply services • New York
This letter (the “Agreement”) constitutes the agreement between Global Employment Solutions, Inc. (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The closing of the Offering may occur simultaneously with the Company’s or it’s subsidiary’s combination through merger or reverse merger with a publicly traded company to be determined by the parties hereto (a “Merger”). Rodman shall be authorized to utilize sub-placement agents in its discretion. The Offering and any related transactions are hereinafter referred to as the “Transaction”.
