ACCOUNT PURCHASE AGREEMENT
This Account Purchase Agreement (this “Agreement”), dated as of May 1, 2010, is entered into between Tri-
State Employment Services, Inc. (“Tri-State”), and Corporate Resource Development Inc. (“Customer”). The
Customer and Tri-State agree as follows:
Purpose of Agreement
1.01 Purpose of Agreement. The Customer desires to sell and assign to Tri-State acceptable
accounts receivable and Tri-State desires to purchase such accounts on the terms and conditions set forth
herein. The purchase of accounts hereunder shall be on a recourse basis, except as provided herein, and shall be
on a notification of assignment basis. The purpose of this Agreement is commercial in nature and not for
household, family and/or personal use. Terms which are not defined herein shall have the meaning set forth in the
Uniform Commercial Code as adopted in the state of Colorado. This Agreement sets forth the terms and
conditions on which Tri-State will consider purchasing accounts receivable from the Customer.
2.01 “Acceptable Account” means an Account, in any amount acceptable to Tri-State, which
conforms to the representations, warranties and terms set forth herein, net of any credits or allowances of any
nature and is not an Unacceptable Account as defined below.
2.02 “Account” means any right of payment of the net amount for goods sold, or leased and
delivered or services rendered in the ordinary course of Customer’s business which is not evidenced by an
instrument or chattel paper.
2.03 “Account Debtor” means Customer’s customer or any other person or entity owing money to
the Customer with respect to an Account.
2.04 “Advance” shall mean with respect to a given Account an amount equal to ninety percent
(90%) of the gross face amount of such Account less stated trade discounts offered by th