This Agreement ("Agreement") is made by True Resources, Inc., and the "RECRUITER"

WHEREAS, TRUE RESOURCES is in the business of providing back office contracting services and employer of record services for assigned employees (hereinafter referred to as "CONTRACTORS") provided to TRUE RESOURCES by the RECRUITER who is contracted by TRUE RESOURCES pursuant to the terms of this Agreement.

WHEREAS, the CONTRACTORS will be working at the location of the particular clients specified on the New Assignment Request (the "CLIENTS") provided to TRUE RESOURCES by the RECRUITER.

WHEREAS, the CLIENTS are the actual companies which require the services of RECRUITER

WHEREAS, RECRUITER, who is contracted with TRUE RESOURCES, is in the business of sourcing, screening and placing qualified CONTRACTORS for the CLIENT. TRUE RESOURCES will be responsible for invoicing the CLIENT for the work provided by CONTRACTORS.

NOW, THEREFORE, in consideration of the promises, and of the mutual covenants hereinafter set forth, and intending to legally bind hereby, the parties hereto agree as follows:

1. TRUE RESOURCES's Responsibilities

Employer of Record Services. TRUE RESOURCES shall employ or otherwise engage the CONTRACTORS located by RECRUITER. TRUE RESOURCES shall become the employer of record for the CONTRACTOR. TRUE RESOURCES shall be responsible to pay wages and other forms of compensation or reimbursement and all applicable federal, state, and local withholding taxes and unemployment taxes, as well as social security, state disability insurance and all other payroll charges payable to, or on behalf of, CONTRACTORS. CLIENT and RECRUITER shall not be responsible for payment of any workers' compensation, disability benefits or unemployment insurance, and nor shall CLIENTS or RECRUITER be responsible for

withholding or paying employment taxes for CONTRACTORS. CLIENTS and RECRUITER shall have no liability to pay any amounts to CONTRACTORS, or otherwise provide CONTRACTORS with benefits or withhold any payroll taxes imposed on amounts earned by CONTRACTORS.

Confidentiality and Nondisclosure. TRUE RESOURCES will not engage directly with the RECRUITER's CLIENTS or CONTRACTORS for the purpose of solicitation. TRUE RESOURCES will maintain the confidentiality of all information and materials, whether oral, written or in any form whatsoever. TRUE RESOURCES will never directly or indirectly use or disclose Confidential Information for the benefit of anyone other than the RECRUITER.

2. RECRUITER'S Responsibilities

Assignment Details. RECRUITER shall provide TRUE RESOURCES with detailed information regarding the placement of any temporary or contract employee via TRUE RESOURCES's New Assignment Request form. This information includes but is not limited to employee name, start date, hourly wage, client name, billing rate to the client company, and estimated length of the assignment. TRUE RESOURCES will not fund any internal employees or partners of the RECRUITER. If RECRUITER provides falsified or inaccurate information on TRUE RESOURCES's New Assignment Request form, the RECRUITER will be held responsible for any financial losses incurred by TRUE RESOURCES due to RECRUITER error. TRUE RESOURCES retains the right to accept or reject any proposed employee based on workers' comp classification, job description, or any other factor that TRUE RESOURCES, in its sole and absolute discretion, deems prudent and reasonable. RECRUITER agrees to use reasonable efforts to select qualified employees, to check references, and generally to use professional judgment in placing temporary or contract employees. RECRUITER agrees to obtain approval from TRUE RESOURCES before placing any temporary or contract employee at any CLIENT or any subsidiary or affiliated company of RECRUITER in which RECRUITER wishes TRUE RESOURCES to fund, process payroll or provide any Employer of Record services.

Timecard Authorization Terms and Conditions. CLIENTS will approve all timecards, as stated in the "TRUE RESOURCES CLIENT AGREEMENT". RECRUITER will not need toapprove the time, but is responsible for assisting TRUE RESOURCES as needed with their CLIENTS account. By reviewing the CONTRACTOR'S timecards, the following certifications

are made: (1) RECRUITER understands that the employee or contractor is the general employee or Independent worker of TRUE RESOURCES on assignment with CLIENTS, and performs services at CLIENTS' direction; (2) the hours worked by the employee/contractor are correct to the best of their knowledge; (3) the work was performed in a satisfactory manner (i.e. there were no complaints or issues from the CLIENTS; (4) CLIENTS did not entrust TRUE RESOURCES employee with cash, negotiable instruments, or other valuables, or unattended premises; (5) CLIENTS did not permit TRUE RESOURCES employee to operate machinery (except standard office equipment) or motor vehicles without prior written consent of TRUE RESOURCES; (6) CLIENTS acknowledge that insurance carried by TRUE RESOURCES does not cover loss or damage caused by employees operating CLIENTS' owned or leased motor vehicles and that CLIENTS shall be fully liable and responsible for any claims involving any damage including but not limited to bodily injury, property damage, fire, theft, collision, damage, or public liability arising from the use by an TRUE RESOURCES employee of such vehicle including the defense of any such claims. RECRUITER agrees that it will have each of the CLIENTS and CONTRACTORS sign or acknowledge the terms of TRUE RESOURCES's Client Contracting Services Agreement, as may be amended from time to time; (7) When the CONTRACTOR'S assignment ends for any reason, it's the responsibility of the RECRUITER to notify TRUE RESOURCES immediately or be responsible for all over payments to the CONTRACTOR.

Paid Time Off PTO

The purpose of Paid Time Off (PTO) is for client's to provide employees with flexible paid time off from work that can be used for such needs as vacation, personal or family illness, doctor appointments, school, volunteerism, and other activities of the employee's choice. Some states require PTO to be paid therefore we recommend the Recruiter to increase their bill rates accordingly to accommodate these states rules for PTO as part of their cost of doing business on top of our fee for regular wages.

Limitations on Employee Activities. RECRUITER must make CLIENTS aware of the following: Unless CLIENTS have obtained prior written consent from TRUE RESOURCES, the CLIENTS shall not allow employee to perform any of the following job related activities listed below:

A) Driving an automobile or other motor vehicle; 2. B) Operating machinery other than office equipment; 3. C) Handling cash, securities or other valuables; 4. D) International Travel 5. E) At no time is any employee permitted to work on boats near or on the water.

If prior written consent is not obtained, CLIENTS & RECRUITER agree to waive all rights to make a claim against TRUE RESOURCES, and to relieve TRUE RESOURCES from all liability and responsibility for any damage, loss, or expense which CLIENTS incur as a result of the employee engaging in such activities. RECRUITER MUST NOTIFY TRUE RESOURCES immediately of any such requests, as well as any formal complaints (i.e. harassment, discrimination, etc made by the CLIENTS.

TRUE RESOURCES's goal is to deliver quality full back office services so RECRUITER'S can focus on their recruiting/staffing business. However, we depend on the RECRUITER to manage their company clients regarding any of the below issues which you will be notified by TRUE RESOURCES if they occur:

Client approving time cards too late Employees/Contractors late timecard submittals Late client invoice payment(s) not paid within 30 days Notifying TRUE RESOURCES immediately when a CONTRACTOR is terminated

Rates. Pay rates, Bill rates and conversion policies are quoted and controlled by the RECRUITER and will be paid and billed, as such, respectively. RECRUITER will be charged a rate on the gross wages and all other forms of compensation of the CONTRACTORS This rate will vary depending on positions submitted.

This fee to TRUE RESOURCES is for providing Employer of Record Services, carrying appropriate insurances, providing funds for payroll, filing payroll reports, processing of weekly timecards, issuing checks and all other TRUE RESOURCES related functions, including providing Credit checks, as well as weekly reports for invoicing, profit calculations and aging.

Conversion and Direct Hire Invoicing. There are no fees subject to temp to hire conversions by TRUE RESOURCES. Any conversion fee collected by TRUE RESOURCES will be direct deposited in full into the RECRUITER's provided bank account. If a RECRUITER has a

minimum of one active CONTRACTOR out with TRUE RESOURCES, TRUE RESOURCES will handle the invoicing on any direct hire submitted to TRUE RESOURCES through our portal at no cost to the RECRUITER.

Non-Payment by CLIENT. TRUE RESOURCES will provide Collection efforts with RECRUITER and TRUE RESOURCES retains the right to accept or reject any client based upon their credit risk, rating, previous experience with TRUE RESOURCES, etc RECRUITER is responsible for reviewing the Receivables Aging Data. In the event a company does not pay any invoice within the agreed upon thirty (30) days of the due date, RECRUITER shall not receive further commissions until this past due amount has been paid in full. If your CLIENT requires an outside legal collections agency to collect past due invoices, the RECRUITER will be charged all fees acquired. Associated fees will be deducted from profits. If your CLIENT does not pay any invoice, the invoice will be charged to the RECRUITER.

Invoicing and Payment. Each week TRUE RESOURCES will invoice CLIENTS via email for the total hours on the CONTRACTORS time card in accordance with price and payment terms set forth in this agreement, as well as applicable overtime and double-time, as required by law. RECRUITER will receive a weekly statement that shows its profit payout for the week as well as the aging reports.

Complaints or Issues with Contractors. RECRUITER will notify TRUE RESOURCES should any accident occur involving any TRUE RESOURCES employee. Similarly, TRUE RESOURCES must be notified immediately of any formal or informal complaints that involve any TRUE RESOURCES employee (for example: claims of discrimination, wage and hour violations, etc Failure to immediately notify TRUE RESOURCES of any complaints or issues absolves TRUE RESOURCES of any formal responsibility to the complaint or issue and therefore all responsibility will be directed to the RECRUITER.

Payment Terms. Payment terms for your CLIENTS are due upon receipt, although payments received within 30 days will be acceptable. All payments from CLIENTS must be remitted to TRUE RESOURCES's lockbox in order for the client account to be credited. Cashing the checks in the RECRUITER'S offices, or anywhere else other than the listed lockbox address is strictly prohibited and will result in a default of this contract and the RECRUITER will be responsible for any misdirection fees which is 15% of the invoice amount unless otherwise stated prior by

Remittances may not be sent to any other address except the one appearing on this invoice"

Employee Termination Notices. The RECRUITER is responsible for contacting TRUE RESOURCES immediately when a CONTRACTOR is being terminated for any reason. If a CONTRACTOR is terminated by the CLIENT and the RECRUITER does not notify TRUE RESOURCES immediately and the CONTRACTOR continues to submit timecards, regardless if it's approved by the CLIENT or not, and receives funding for hours submitted by TRUE RESOURCES, the RECRUITER will be responsible for any funds/costs paid out to RECRUITER shall defend, indemnify and hold TRUE RESOURCES and its officers, directors, employees, agents and affiliates ("TRUE RESOURCES Indemnified Parties") harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys' fees, that TRUE RESOURCES Indemnified Parties may sustain or incur resulting from or arising out of the acts, omissions, negligence or wrongful conduct of the RECRUITER or its agents, including but not limited to, claims against TRUE RESOURCES Indemnified Parties based on discrimination, sexual harassment, wrongful termination or other labor-related claims that were a result of the RECRUITER's negligence or breaking any Local, State, or Federal Laws. TRUE RESOURCES shall defend, indemnify and hold the RECRUITER and its officers, directors, employees, agents and affiliates ("Recruiter Indemnified Parties") harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys' fees, that Recruiter Indemnified Parties may sustain or incur resulting from or arising out of the acts, omissions, negligence or wrongful conduct of TRUE RESOURCES or its agents. If a RECRUITER commits any fraudulent or illegal act by misrepresenting TRUE RESOURCES's services or provides TRUE RESOURCES with erroneous information on any of TRUE RESOURCES's forms or agreements, the recruiter agreement will be terminated immediately, all commissions earned will be withheld and all legal fees and expenses incurred by TRUE RESOURCES due to the RECRUITER'S illicit actions will be the responsibility of the RECRUITER.

This Agreement shall be entered and enforced in accordance with the laws of Florida. All parties of this Agreement submit to the jurisdiction of the Federal and State courts of the State of Florida for all purposes hereof. If any party commences an action or proceeding to enforce or interpret any of the provisions of this agreement, the prevailing party shall be awarded costs and reasonable attorneys' fees incurred in such action or proceeding this agreement constitutes the

entire agreement between the parties pertaining to the subject matter herein and supersedes any and all prior or contemporaneous agreements and representations. This agreement may be modified only in a writing signed by the parties.

The term of this agreement will commence on the date signed by both RECRUITER and TRUE RESOURCES, and may be executed in any number of counterparts all of which together shall constitute one original agreement. Either party may terminate this agreement at any time by giving 30 days written notice of termination to the other. Upon termination, any outstanding invoices shall continue to be paid to TRUE RESOURCES by the client and profits shall be paid to the RECRUITER, by TRUE RESOURCES upon receipt of payment from the client unless otherwise preceded by any illicit RECRUITER activities noted in this agreement.

TRUE RESOURCES request you treat these terms as confidential.