WARRANT EXERCISE AND CANCELLATION AGREEMENT

Exhibit 10.1

WARRANT EXERCISE AND CANCELLATION AGREEMENT

WARRANT EXERCISE AND CANCELLATION AGREEMENT (this “Agreement”) dated as of December 26, 2007 between Global Employment Holdings, Inc. (“Global”) and each of the security holders listed in Schedule I hereto (the “Warrant Holders”).

WHEREAS, Global and the Warrant Holders are parties to one or more of the Notes Securities Purchase Agreement (the “Notes SPA”), the Preferred Stock Securities Purchase Agreement (the “Preferred SPA”) and the Common Stock Securities Purchase Agreement (the “Common SPA”), each dated March 31, 2006, as amended, and the Subscription Agreement (the “Backstop Subscription Agreement”), dated September 30, 2007, pursuant to which the Company issued and the Warrant Holders purchased, as applicable, Warrants to Purchase Common Stock (the “Warrants”). Those of the Warrants issued pursuant to the Notes SPA, the Preferred SPA and the Common SPA (including the warrant issued to Global’s placement agent in the March 31, 2006 recapitalization, Rodman & Renshaw, LLC (the “Placement Agent Warrant”)) are collectively referred to herein as the “Recapitalization Warrants” and those of the Warrants issued pursuant to the Subscription Agreement are collectively referred to herein as the “Backstop Warrants.”

WHEREAS, as of the date of this Agreement, the market price of each share of Global common stock (“Common Stock”) is $2.45, the Recapitalization Warrants are exercisable into Common Stock at exercise prices between $4.23 and $4.40 per share, and the Backstop Warrants are exercisable into Common Stock at an exercise price of $1.80.

WHEREAS, the Warrant Holders desire to exercise and cancel the Warrants pursuant to the terms of this Agreement, notwithstanding the terms of the Warrants.

NOW, THEREFORE, the Company and the Warrant Holders hereby agree as follows:

1. Exercise of Warrants. Subject to the terms and conditions herein, each Warrant Holder shall exercise all of its Warrants in a cash-less manner and receive such number of shares of Common Stock as set forth opposite its name on Schedule I, notwithstanding the current exercise prices of such Warrants; provided, that any Warrant Holder that would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by this Agreement (a “Restricted Holder”) may reduce the number of Warrants that it exercises to that number of Warrants that would result in such Warrant Holder owning 4.99% of the shares of Common Stock outstanding immediately after giving effect to the transactions contemplated by this Agreement and, provided further, that each Restricted Holder is obligated to exercise immediately from time to time its remaining Warrants on the same terms and conditions as the initial exercise of Warrants when and to the extent it can do so without exceeding such 4.99% limitation. Each Recapitalization Warrant shall be exercisable into 0.33 shares of Common Stock (“Recapitalization Shares”). Each Backstop Warrant shall be exercisable into 0 ###-###-#### shares of Common Stock (“Backstop Shares”). The calculation of the number of shares of Common Stock into which the Warrants are exercisable shall be based on a fair market value of the Common Stock of $2.45 per share notwithstanding any sales of Common Stock occurring between December 21, 2007 and December 28, 2007 (the “Closing Date”).

2. Cancellation of Warrants and Issuance of Common Stock. On the Closing Date, Global shall (i) cancel on its books the Warrants held in the names of the Warrant Holders, and (ii) issue to each Warrant Holder shares of Common Stock in the names and amounts forth on Schedule I and deliver them to the respective Warrant Holder. The shares of Common Stock issued hereunder shall be delivered at the direction of each Warrant Holder via the Deposit/Withdrawal at Custodian system or by one or more certificates, in the case of the Recapitalization Shares, containing no restrictive legends. Also on the Closing Date, each Warrant Holder shall return to Global the certificates representing its Warrants. The Common Stock issued in exchange for the Warrants will be registered in the same name as the Warrants unless the Warrant Holder has instructed otherwise on the signature page hereof.

3. Representations and Warranties of Global. Global hereby represents and warrants to the Warrant Holders that:

(a)

Formation. Global is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b)

Authority. This Agreement and the transactions contemplated hereby have been approved by all requisite corporate action. Global has full power and authority to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation of Global and is enforceable in accordance with its terms and conditions, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(c)

No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by Global of the transactions contemplated hereby: (i) conflict with or result in any breach of any provision of its constitutive documents; (ii) require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental authority; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under, any of the terms, conditions or provisions of any material note, license, agreement or other instrument or obligation to which Global or any of its assets may be bound; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Global or its assets.

(d)

Common Stock. The Common Stock, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and not subject to any adverse claim.

4. Representations and Warranties of Warrant Holders. Each Warrant Holder, severally and not jointly, hereby represents and warrants to Global that:

(a)

Authority. To the extent applicable to such Warrant Holder, this Agreement and the transactions contemplated hereby have been approved by all requisite corporate, partnership or limited liability company action. Such Warrant Holder has full power and authority to execute, deliver and perform this Agreement. This Agreement is a legal, valid and binding obligation of such Warrant Holder and is enforceable in accordance with its terms and conditions, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b)

No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by such Warrant Holder of the transactions contemplated hereby: (i) conflict with or result in any breach of any provision of its constitutive documents; (ii) require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental authority; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under, any of the terms, conditions or provisions of any material note, license, agreement or other instrument or obligation to which such Warrant Holder or any of its assets may be bound; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Warrant Holder or its assets.

(c)

Ownership of Warrants. Such Warrant Holder is the beneficial and record owner of its Warrants, free and clear of any encumbrance.

5. Closing Conditions.

(a)

The obligations of each Warrant Holder under this Agreement are subject to satisfaction of the following conditions:

(i) Representations and Warranties. The representations and warranties of Global contained in Section 3 will be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(ii) Performance. Global has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.

(iii) No Injunctions. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic governmental entity or other third party, seeking any of the foregoing be pending.

(b)

The obligations of Global under this Agreement are subject to satisfaction of the following conditions:

(i) Representations and Warranties. The representations and warranties of each Warrant Holder contained in Section 4 will be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(ii) Performance. Each Warrant Holder has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.

(iii) No Injunctions. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic governmental entity or other third party, seeking any of the foregoing be pending.

(iv) Participation Level. Warrant Holders representing at least 92% of the aggregate number of shares of Common Stock issuable upon exercise of all of the Warrants outstanding as of the Closing Date have executed this Agreement and agreed to exercise 100% of their Warrants pursuant to the terms hereof.

6. Registration. Global agrees and acknowledges that the Recapitalization Shares are Registrable Securities as defined in the Registration Rights Agreements (the “Registration Rights Agreements”), dated as of March 31, 2006, entered into in connection with each of the Notes SPA, the Preferred SPA and the Common SPA, the resale of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), which registration is currently effective. Each Warrant Holder understands and acknowledges that the Backstop Shares have not been registered under the Securities Act, or the securities laws of any state. Each Warrant Holder agrees that the Backstop Shares may not be sold, offered for sale, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws. Each Warrant Holder understands that any sale, transfer, pledge, hypothecation, or other disposition of the Backstop Shares may require in some states specific approval by the appropriate governmental agency or commission in such states.

7. Rule 144. The cash-less exercise of the Warrants under Section 1 is being consummated pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act of 1933, as amended. Accordingly, pursuant to Rule 144 under the Securities Act of 1933, as amended, the holding period of the Recapitalization Shares shall tack back to the original issue date of the Warrants. On or after February 15, 2008, if any Recapitalization Shares contain any restrictive legends, Global shall, within three days of request by a holder of the Recapitalization Shares and surrender to the transfer agent of Global of such shares, remove all restrictive legends and deposit such shares in the DTC Account of such holder.

8. Independent Nature of Warrant Holders’ Obligations and Rights. The obligations of each Warrant Holder under this Agreement are several and not joint with the obligations of any other Warrant Holder, and no Warrant Holder shall be responsible in any way for the performance of the obligations of any other Warrant Holder under this Agreement. Each Warrant Holder confirms that it has independently participated in the negotiation of the transaction contemplated by this Agreement with the advice of its own counsel and advisors, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any advice from or evaluation by any other Warrant Holder, and that it is not acting in concert with any other Warrant Holder in making its purchase of Securities hereunder or in monitoring its investment in Global. Nothing contained herein and no action taken by any Warrant Holder shall be deemed to constitute the Warrant Holders as a partnership, an association, a joint venture or any other kind of entity or group, or create a presumption that the Warrant Holders are in any way acting in concert or as members of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

9. Waivers. Global and each Warrant Holder agree:

(a)

That this Agreement and the consummation of the transactions contemplated hereby shall not be deemed to constitute nor to cause a default under any of the Notes SPA, the Preferred SPA, the Common SPA, the Subscription Agreement, the Recapitalization Warrants, the Backstop Warrants, Global’s Senior Secured Convertible Notes issued pursuant to the Notes SPA (the “Notes”), Global’s Series A Convertible Preferred Stock issued pursuant to the Preferred SPA (the “Preferred Stock”), the Registration Rights Agreement, and the Placement Agent Warrant. Each Warrant Holder hereby waives any such default, if any.

(b)

To waive any right to assert that issuance of the securities pursuant to the Backstop Subscription Agreement violated any provisions of the Notes SPA, the Preferred SPA, the Common SPA, the Recapitalization Warrants, the Backstop Warrants, the Notes, the Preferred Stock, the Registration Rights Agreement and the Placement Agent Warrant.

(c)

That the transactions contemplated hereby shall not constitute a “Subsequent Placement” as defined in the Notes SPA, the Preferred SPA and the Common SPA, and that the provisions thereof requiring Global to first offer the securities constituting a Subsequent Placement to holders of Notes, Preferred Stock and Common Stock shall not apply to the transactions contemplated hereby.

(d)

That notwithstanding the conversion price adjustment provisions set forth in the Notes, the Preferred Stock, and the Recapitalization Warrants the consummation of the transactions contemplated by this Agreement shall not result in any adjustment in such conversion prices of the Notes, the Preferred Stock and the Recapitalization Warrants held by such Warrant Holder.

10. Miscellaneous.

(a)

Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

(b)

Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes all prior agreements and understandings.

(c)

Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado.

(d)

Counterparts; Facsimile Signatures. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement. This Agreement may be executed by facsimile signatures that shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practicable thereafter.

(e)

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) when delivered personally, (ii) one business day after being sent via a nationally recognized overnight courier, or (iii) when sent via facsimile promptly confirmed in writing to the recipient. Such notices, demands and other communications will be sent to the address indicated below:

To Global:

Global Employment Holdings, Inc.
10375 Park Meadows Dr., Suite 375
Lone Tree, CO 80124
Facsimile: (303)  ###-###-####
Attn: Chief Financial Officer

To a Warrant Holder:

At the address and fax number as currently on file with the Company or such other address or fax number or to the attention of such other person as the recipient party shall have specified by prior written notice to sending party.

(f)

Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

(g)

Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as are legally required to effect the transaction described herein.

(h)

Assignability. This Agreement is not transferable or assignable by the Warrant Holders.

(i)

Expenses. Each party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby.

(j)

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(k)

Public Announcements. Each Warrant Holder acknowledge that Global will disclose the consummation of the transactions contemplated hereby in a filing on Form 8-K with the Securities and Exchange Commission and may also make a press release disclosing the consummation of the transactions contemplated hereby; provided, however, that in all other instances, Global will not publicly disclose the names of any Warrant Holder without such Warrant Holder’s prior written consent, except as required by law.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed and delivered as of the date first written above.

THE WARRANT HOLDERS (if Common Stock is to be issued in a different name, please complete the information at the end of the signature blocks):

AMATIS LIMITED				CAPITAL RESOURCES GROWTH, INC.
By Amaranth Advisors LLC, Trading Advisor
By:		/s/ Alan M. Matano		By:		/s/ Charles Gwirtsman
		Name: Alan M. Matano				Name: Charles Gwirtsman
		Title: Authorized Signatory				Title: President
CONTEXT ADVANTAGE MASTER FUND, LP, on behalf of itself, Context Advantage Fund, LP, f/k/a Context Convertible Arbitrage Fund, L.P., and Context Offshore Advantage Fund, Ltd., f/k/a Context Convertible Arbitrage Offshore, Ltd.				CONTEXT OPPORTUNISTIC MASTER FUND, L.P.   By:     Context Capital Management LLC, its General Partner
By:		Context Capital Management LLC, its General Partner and Investment Advisor
By:		/s/ William Fertig		By:		/s/ William Fertig
		Name: William Fertig				Name: William Fertig
		Title: Managing Member				Title: Managing Member

CRANSHIRE CAPITAL, L.P.				DIAMOND OPPORTUNITY FUND, LLC
				By:		Diamond Assets Management, LLC
By:		/s/ Lawrence A. Prosser		By:		/s/ Richard Marks
		Name: Lawrence A. Prosser				Name: Richard Marks
		Title: CFO — Downsview Capital, Inc., The General Partner				Title: Managing Director
ENABLE GROWTH PARTNERS LP				ENABLE OPPORTUNITY PARTNERS LP
By:		/s/ Brendan O’Neil		By		/s/ Brendan O’Neil
		Name: Brendan O’Neil				Name: Brendan O’Neil
		Title: Principal & Portfolio Manager				Title: Principal & Portfolio Manager
GUGGENHEIM PORTFOLIO XXXI, LLC				GWIRTSMAN FAMILY PARTNERS, LLC
By:		Guggenheim Advisors, LLC
By:		Whitebox Advisors LLC
By:		/s/ Jonathan Wood		By:		/s/ Charles Gwirtsman
		Name: Jonathan Wood				Name: Charles Gwirtsman
		Title: Director, CFO				Title: President
LAKEVIEW FUND, LP				MATHER ASSOCIATES
By:		/s/ Michael Nicolas		By:		/s/ Elliot Zeelander
		Name: Michael Nicolas				Name: Elliot Zeelander
		Title: Managing Director				Title: Representing the General Partner
NITE CAPITAL, LP				PANDORA SELECT PARTNERS, LP
				By:		Pandora Select Advisors LLC
By:		/s/ Keith Goodman		By:		/s/ Jonathan Wood
		Name: Keith Goodman				Name: Jonathan Wood
		Title: Authorized Signatory				Title: Director, CFO

PIERCE DIVERSIFIED STRATEGY MASTER FUND LLC				RADCLIFFE SPC, LTD., for and on behalf of the Class A Convertible Crossover Segregated Portfolio
				By:		RG Capital Management, L.P.
				By:		RGC Management Company, L.L.C.
By:		/s/ Brendan O’Neil		By:		/s/ Gerald F. Stahlecker
		Name: Brendan O’Neil				Name: Gerald F. Stahlecker
		Title: Principal & Portfolio Manager				Title: Managing Director
R&R OPPORTUNITY FUND, L.P.				RODMAN & RENSHAW, LLC
By:		/s/ John Selzer		By:		/s/ Thomas G. Pinou
		Name: John Selzer				Name: Thomas G. Pinou
		Title: Manager of the Fund on behalf of Noari Holdings LLC				Title: CFO
VICTORY PARK MASTER FUND, LTD.				WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, as a Subordinated Creditor and as Collateral Agent
By:		Victory Park Capital Advisors, LLC, its Investment Manager
				By:		Whitebox Convertible Arbitrage Advisors LLC
				By:		Whitebox Advisors LLC
By:		/s/ Matthew Ray		By:		/s/ Jonathan Wood
		Name Matthew Ray				Name: Jonathan Wood
		Title: Principal				Title: Director, CFO
WHITEBOX INTERMARKET PARTNERS, LP
By:		Whitebox Intermarket Advisors LLC
By:		Whitebox Advisors LLC
By:		/s/ Jonathan Wood
		Name: Jonathan Wood
		Title: Director, CFO

/s/ Luci Altman		/s/ Gregory Bacharach
Luci Altman		Gregory Bacharach
/s/ Howard Brill		/s/ Norma Fabrizio
Howard Brill		Norma Fabrizio
/s/ Richard Goldman		/s/ Charles Gwirtsman
Richard Goldman		Charles Gwirtsman
/s/ Daniel Hollenbach		/s/ Tariq Jawad
Daniel Hollenbach		Tariq Jawad
/s/ Terry Koch		/s/ Ed Kovalik
Terry Koch		Ed Kovalik
/s/ Michael Lazrus		/s/ Kevin LeCompte
Michael Lazrus		Kevin LeCompte
/s/ Steven List		/s/ Kenneth Michaels
Steven List		Kenneth Michaels
/s/ Steven Pennington		/s/ Noam J. Rubenstein
Steven Pennington		Noam J. Rubinstein
/s/ Fred Viarrial		/s/ Jay Wells
Fred Viarrial		Jay Wells
/s/ Caress Kennedy
Caress Kennedy

Register the Common Stock issuable hereunder in the following name(s) and amount(s):

Name		Number of Shares		DWAC or Certificate

SCHEDULE I

Warrant Holder		Shares Issuable Upon Conversion of
		Note				Preferred				Common				Other				Aggregate
		Warrants				Warrants				Warrants				Warrants				Shares
Amatis Limited c/o Amaranth Advisors, LLC			—				18,316				18,724				—				37,040
Caress Kennedy			—				—				—				9,922				9,922
Context Advantage Master Fund, L.P.			39,240				61,055				31,456				—				131,751
Context Opportunistic Master Fund, L.P.			9,810				15,264				7,864				—				32,938
Cranshire Capital, L.P.			—				45,792				23,404				—				69,196
Dan Hollenbach			218				—				—				11,906				12,124
Diamond Opportunity Fund, LLC			—				18,316				18,724				—				37,040
Ed Kovalik			—				—				—				39,687				39,687
Enable Growth Partners LP			—				42,788				36,903				—				79,691
Enable Opportunity Partners LP			—				7,034				6,066				—				13,100
Fred Viarrial			218				—				—				28,178				28,396
Gregory Bachrach			435				—				—				—				435
Guggenheim Portfolio XXXI, LLC			3,390				5,496				—				—				8,886
Gwirtsman Family Partnership, LLC			863				—				—				421,874				422,737
Howard Brill			8,625				—				—				198,436				207,061
Jay Wells			90				—				—				—				90
Kenneth Michaels			4,313				—				—				59,531				63,844
Kevin LeCompte			—				—				—				7,144				7,144
Lakeview Fund, LP			—				36,633				23,404				—				60,037
Luci Altman			435				—				—				—				435
Mather Associates			—				—				—				59,531				59,531
Victory Park			7,500				183,165				93,617				—				284,282
Michael Lazrus			173				—				—				—				173
Nite Capital, LP			—				9,159				4,681				—				13,840
Noam J. Rubinstein			—				916				1,405				—				2,321
Norma Fabrizio			—				—				—				3,969				3,969
Pandora Select Partners, LP			7,313				11,601				—				—				18,914
Pierce Diversified Strategy Master Fund LLC			—				8,792				7,583				—				16,375
Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio			42,825				116,515				117,021				—				276,361
Richard Goldman			435				—				—				7,938				8,373
Rodman & Renshaw, LLC			—				—				184,390				—				184,390
R&R Opportunity Fund, LP			—				—				—				138,905				138,905
Steven List			1,125				—				—				41,671				42,796
Stephen Pennington			87				—				—				39,687				39,774
Tariq Jawad			—				1,526				7,022				19,844				28,392
Terry Koch			259				—				—				6,152				6,411
Whitebox Convertible Arbitrage Partners, LP			47,258				72,045				—				—				119,303
Whitebox Intermarket Partners, LP			7,313				11,601				—				—				18,914
Total			181,925				666,014				582,264				1,094,375				2,524,578