10 til 2 Franchising, LLC

LISTING & ASSIGNMENT AGREEMENT

THIS LISTING & ASSIGNMENT AGREEMENT (“Agreement”) is made by and between 10 til 2 Franchising, LLC, a Colorado limited liability company (“10 til 2”) and the undersigned individual (“Candidate”) effective as of the date it is signed by both parties, or, if signed on two different dates, the last date signed.

Explanatory Statement

10 til 2 provides professional-level staffing to business enterprises ("Clients") who desire personnel for temporary, limited-term and part-time assignments as and when needed, based on separate agreements that 10 til 2 has with each such Client. 10 til 2 also provides use of its database of available personnel to its franchisees (the "Franchisees") who also provide professional-level staffing services to business enterprises located in their territories. Candidate has requested that 10 til 2 place Candidate into its database of available personnel. This Agreement contains the terms and conditions governing 10 til 2's agreement to accept Candidate’s listing and for 10 til 2 or one of its Franchisees to potentially offer Candidate an employment assignment.

This Agreement is not, and is not to be construed as, a representation or guarantee of any sort that 10 til 2 or any Franchisee will find an assignment for Candidate, nor that Candidate is obligated to accept any assignment that may be presented to Candidate by 10 til 2 or one of its Franchisees.

Agreement

1.1. Candidate’s Representations and Warranties. Before or simultaneous with signing this Agreement, Candidate has furnished a resume to 10 til 2. Candidate represents and warrants to 10 til 2 that the contents of Candidate’s resume and application are accurate in all respects and not misleading. Candidate agrees to update or revise his/her resume from time to time as may be needed to preserve its accuracy. Candidate authorizes 10 til 2 to enter into its database of available personnel Candidate’s name, address and other personal information provided by Candidate to 10 til 2. Candidate authorizes 10 til 2 and its Franchisees to investigate the accuracy of Candidate’s resume and application at any time pursuant to the Authorization attached in Exhibit 1. If 10 til 2 discovers that Candidate’s resume or application is false or misleading in any way, 10 til 2 may immediately remove Candidate from its database of available personnel thereby withdrawing 10 til 2's agreement to list Candidate in its database of available personnel.

1.2. Assignments. If 10 til 2 lists Candidate in its database of available personnel based on the terms of this Agreement, 10 til 2 and/or its Franchisees will attempt to find Candidate a suitable assignment; however, neither 10 til 2 nor any of its Franchisees guarantee that they will be able to find an assignment for which Candidate is suited or that any Client will offer any assignments to Candidate. Further, neither 10 til 2 nor its Franchisees guarantee the suitability, work conditions, duration or economic or vocational value of any assignment. If possible, 10 til 2 will notify Candidate of available assignments for which 10 til 2 or one of its Franchisees believes Candidate to be suitable based upon Candidate’s reported availability, education, experience, evident skills and location. Candidate must notify 10 til 2 or its Franchisee within 24 business hours if Candidate wishes to be considered by a Client for an assignment that has been offered to Candidate. If Candidate fails to notify 10 til 2 or its Franchisee of his/her desire to be considered by a Client for an assignment, 10 til 2 or its Franchisee will presume Candidate is not interested in the assignment and will seek another qualified individual for the assignment.

1.3. Supervision and Management; Performance Requirements. While on assignment, Candidate understands and agrees he/she will be under the control, supervision and management of Client. However, the quality of Candidate’s performance affects 10 til 2 and its Franchisees’ reputations and accordingly, when Candidate accepts an assignment, Candidate agrees to comply with the following requirements:

1.3.1. Candidate will perform each assignment to the best of Candidate’s ability.

1.3.2. Candidate will dress and act professionally while working on assignment.

1.3.3. Candidate will follow Client’s lawful instructions concerning the performance of Candidate’s work, including but not limited to work hours, work schedule, confidentiality, work product and work methods.

1.3.4. Candidate will report to work when and as required by Client and will notify 10 til 2, or the Franchisee placing Candidate, immediately of any time lost due to illness or other circumstances. Candidate will also notify the Client of such time lost if and when required by 10 til 2, its Franchisee or the Client.

1.3.5. Candidate will complete each assignment or advise 10 til 2, or the Franchisee placing Candidate, immediately of Candidate’s inability to complete the assignment and the reason that Candidate is unable to complete the assignment.

1.3.6. Candidate will devote all of Candidate’s time to an assignment during work hours, except as may be allowed by Client or required by applicable law.

1.3.7. Candidate will not smoke during work hours except in designated smoking areas during permitted or required breaks.

1.3.8. Candidate will not make personal calls from the Client’s site. If Candidate must make a personal call, he/she must do so during a break.

1.3.9. Each Candidate will enter his/her time online in a system managed by ADP, a payroll service vendor. Client must approve Candidate's time entries. 10 til 2 and the placing Franchisee, if any, will review Candidate's time entries after they have been approved by Client. Once all approvals have occurred and/or the approval period has ended, 10 til 2 will direct ADP to process the payroll. Checks will be delivered by ADP to 10 til 2 and then mailed by 10 til 2 to Candidate.

1.3.10. Neither 10 til 2 nor its Franchisees can guarantee that Candidate will be satisfied with any assignment. Should Candidate become dissatisfied with an assignment to such a degree that Candidate questions whether he/she can complete the assignment, Candidate must immediately notify 10 til 2 or the Franchisee placing Candidate of his/her position and must not discuss his/her position to the Client prior to providing 10 til 2 or the Franchisee with notice of Candidate's position. If Candidate fails to provide notice in the manner described in this Section 1.3.10, Candidate will be removed from 10 til 2's database of available personnel. Candidate must report all work-related injuries to 10 til 2, or the placing Franchisee, within 24 hours. In a non-emergency situation, Candidate must contact 10 til 2 and complete an injury report. 10 til 2's insurance carrier will provide Candidate with a list of approved medical providers from whom Candidate can seek treatment. In an emergency, Candidate may be taken to the nearest emergency facility.

1.4. Responsibility for Performance; No Authority. During each assignment Candidate is offered and accepts through 10 til 2 or one of its Franchisees, Candidate will be placed under the Client’s direction and control. It is the Client’s responsibility to provide job orientation, training, supervision, control, management and oversight for Candidate and to ensure that Candidate’s work is performed according to Client’s needs and standards. Candidate acknowledges and agrees that accepting an assignment from 10 til 2 or one of its Franchisees does not make Candidate an agent or legal representative of 10 til 2 or any of its Franchisees. Candidate is not authorized to bind 10 til 2 or any of its Franchisees to any legal agreement, representation or promise, or to modify any provisions of this Agreement. To the fullest extent permitted under applicable law, neither 10 til 2 nor any of its Franchisees will be liable for any acts, errors or omissions committed by Candidate during the course of his/her work for any Client.

1.5. Payment/Benefits. 10 til 2, or the Franchisee placing Candidate, will notify Candidate of the specific wage rate for an assignment. 10 til 2, in connection with the Franchisee placing Candidate, if any, will pay Candidate through a central payroll administrator service for wages earned while on assignment. Candidate will be paid at regular intervals in accord with applicable laws and regulations. The payroll administrator will withhold federal and state income taxes and other withholdings as required by law. Payment will be for actual hours worked and will include authorized or required travel time other than commuting and will also include any rest periods required by law. Unless 10 til 2 or the Franchisee placing Candidate agree to do so in advance and in writing, they will not reimburse Candidate for mileage or out-of-pocket expenses incurred in the course of an assignment. Candidate agrees to direct Candidate’s expense reimbursement requests, if any, to the Client to whom Candidate is assigned. Neither 10 til 2 nor any of its Franchisees will provide Candidate with any employment benefits such as health insurance or retirement plans.

1.6. “At-Will” Employment. If an assignment is presented to and accepted by Candidate, the Client to whom Candidate reports for assignment will control, supervise and manage Candidate's work performance and work environment. Neither 10 til 2 nor any of its Franchisees are the legal representative or agent of any Client to whom Candidate may report on assignment. If Candidate is determined to be an employee of 10 til 2 by a court of competent jurisdiction, Candidate’s employment, if any, by 10 til 2 and/or one of its Franchisees, will be “at will”, which means that 10 til 2 and/or its Franchisee's relationship with Candidate and with Candidate’s assignment, may be terminated or canceled by 10 til 2, its Franchisee or by Candidate at any time, without notice and with or without cause or reason. In no way is this Agreement to be considered an employment contract for a specified period of time. This Agreement is not, and shall not be construed to be a promise or guarantee of assignment, employment, continued assignment, continued employment, a listing in 10 til 2's database of available personnel, or a contract limiting the right of any employer to terminate Candidate’s employment. Candidate's employment, if any, may be terminated at any time, with or without cause, and without notice at the option of Client or Candidate, and if applicable, at the option of 10 til 2 or its Franchisee.

1.7. Notice Upon Completion of Assignment. Upon the completion of each assignment, Candidate must notify 10 til 2, and the Franchisee placing Candidate, that the assignment has been completed and that Candidate is available for another assignment. If Candidate fails to give notice under this paragraph, 10 til 2 will presume that Candidate is not available for further assignments and has voluntarily terminated his/her listing. In that event, 10 til 2 will remove Candidate from its database of available personnel

1.8. Equal Opportunity. 10 til 2 and its Franchisees refer qualified Candidates regardless of race, color, religion, sex, national origin or other legally protected status.

1.9. Non-Interference. Candidate agrees not to interfere intentionally with any business relationship or contract in effect between 10 til 2 or its Franchisees and any Client or between 10 til 2 or its Franchisees and any individual. “Interference” as used herein specifically means any effort to induce any Client or individual to terminate its/his/her relationship with 10 til 2 or its Franchisee or breach its/his/her contract with 10 til 2 or its Franchisee, and generally means any effort to destroy or reduce the business value or advantage of 10 til 2 or its Franchisees' relationships with any Client or individual.

1.10. Indemnification. Candidate has requested 10 til 2 and its Franchisees provide possible employment assignments to Candidate. In consideration thereof, Candidate understands and agrees that neither 10 til 2 nor its Franchisees shall be liable to Candidate, Client or any third party for any damages, claims, costs, expenses, obligations or losses, including attorneys’ fees and expenses, arising in connection with the acts or omissions of Candidate, Client or any third party or for any indirect, special or consequential damages (including, but not limited to, loss of wages, interest, or earnings) whether arising in contract, tort or otherwise resulting from Candidate, Client or any third parties’ acts or omissions. Candidate shall indemnify and hold 10 til 2 and its Franchisees harmless against and from any such claims made or brought by Client or by third parties, whether or not joint and several and including all costs and attorneys’ fees incurred in connection with such claims.

1.11. Breach/Indemnity. Candidate agrees to indemnify 10 til 2 and its Franchisees for any costs, losses, damages, or expenses, including attorneys’ fees, which arise from Candidate’s breach of this Agreement.

1.12. General Provisions:

1.12.1. Governing Law. Colorado law shall govern this Agreement, without giving effect to any choice of law or conflict of law rules or provisions thereunder that would cause the application of the laws of any jurisdiction other than the State of Colorado. Any suit to enforce any provision of this Agreement shall be brought in Denver, Colorado, and the parties accept the jurisdiction and venue of those courts.

1.12.2. Entire Agreement. This document represents the entire agreement between the parties and can only be modified by written agreement duly signed by the persons authorized to sign on their behalf.

1.12.3. Severability. If any of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

1.12.4. Terminology. The terminology used in this Agreement, and during subsequent course of dealings between the parties, to identify the parties or various third parties will not change the meaning or legal effect of this Agreement.

1.12.5. Notices. All legal notices to 10 til 2 or its Franchisee under this Agreement must be faxed or mailed to 10 til 2’s primary office address and fax number as follows: 10 til 2, Attn: Heidi Crum, 7476 E. 29^th Avenue, Suite 13, Denver, Colorado 80238, Facsimile (303) 617-1371. If Candidate is placed by one of 10 til 2's Franchisees, all legal notices to the Franchisee must be hand-delivered, faxed or mailed to the address designated by the Franchisee to Candidate upon Candidate's acceptance of an assignment placed by Franchisee. All legal notices to Candidate under this Agreement will be hand-delivered or mailed to the mailing address provided by Candidate to 10 til 2 and the Franchisee placing Candidate. It is Candidate’s responsibility to keep 10 til 2, and the Franchisee placing Candidate, if any, advised of any changes in Candidate’s mailing address. Proof of mailing of any notice under this Agreement will consist of a signed or unclaimed return receipt from the United States Postal Service.

1.12.6. Third-Party Beneficiaries. The parties agree that Franchisees of 10 til 2 are intended to benefit from all of the terms of this Agreement that may apply to them and will be considered third-party beneficiaries to this Agreement. This is, while the Franchisees have not signed this Agreement and are not a party to this Agreement, they will be covered by and benefit from all of the terms of this Agreement.

CANDIDATE MUST ANSWER THE FOLLOWING QUESTIONS BEFORE SIGNING THIS AGREEMENT:

Can the Candidate provide appropriate documentation to show that he/she is legally eligible for employment in the United States? __ Yes ___No

Has Candidate ever been convicted or plead guilty or no contest to a crime (minor traffic violations excluded)? __ Yes ___No. If so, when, what were the charges and in what court was Candidate convicted?

_____________________________________________________________________________.

READ BEFORE SIGNING! By signing this Agreement, Candidate represents and warrants that Candidate has read the entire Agreement before signing and that Candidate understands the Agreement and agrees to be bound by all of its provisions.

*DIGITAL SIGNATURE

I understand I am legally signing the following document:
Employment Agreement

READ BEFORE SIGNING! By signing this Agreement, you consent to a criminal history background check, a consumer credit report (Exhibit 1) and you also agree that we may contact the references, former employers and educational institutions listed in your application or on your resume.
By signing this Agreement, you represent and warrant that you have read the entire Agreement before signing and that you agree to be bound by all of its provisions.

TO SIGN, TYPE YOUR LEGAL NAME INTO THE COLORED BOX

DATE SIGNED

Signed: DIGITAL_SIGNATURE_HERE

Date: DATE_DIGITAL_SIGNATURE    Time: TIME_DIGITAL_SIGNATURE

EXHIBIT 1

AUTHORIZATION FOR CONSUMER CREDIT REPORT

I understand that, as a condition of my consideration for assignment by 10 til 2 or its agents, franchisees or designees, 10 til 2 or its agents, franchisees or designees may obtain a consumer report that includes, but is not limited to, my creditworthiness or similar characteristics, employment and education verifications, social security verification, criminal and civil history, personal interviews, motor vehicle records, any other public records and any other information bearing on my credit standing, credit capacity, character, general reputation, personal characteristics and trustworthiness. By signing below, I authorize 10 til 2, its agents, franchisees or designees to contact any and all corporations, former employers, credit agencies, educational institutions, law enforcement agencies, city, state, county, federal courts and military services to release information about my background. I release from all liability all persons and organizations supplying such information and agree to indemnify 10 til 2, its agents, franchisees or designees against any liability which may result from making such requests.

I understand that, pursuant to the federal Fair Credit Reporting Act, 10 til 2, its agents, franchisees or designees will provide me, via my email address, with a copy of any such report if the information contained in the report is used in making a decision regarding my fitness for assignment by 10 til 2, its agents, franchisees or designees. I further understand that the report will be made available to me prior to any such decision being made, along with the name and address of the reporting agency that produced the report.

I believe to the best of my knowledge that all information I have provided to 10 til 2, its agents, franchisees or designees is accurate, true and correct. I fully understand the terms of this Authorization and authorize 10 til 2, its agents, franchisees or designees to obtain the foregoing reports on me.