On March 31, 2006, Global Employment Solutions, Inc., a leading provider of human capital solutions with offices in key cities throughout the United States, and Global Employment Holdings, Inc., a public shell company reporting under the Securities Exchange Act of 1934, entered into and closed a Share Purchase Agreement.

In the transaction, holders of 99.93% of the outstanding equity securities of Global Employment Solutions exchanged all of their shares for an aggregate of 4.86 million shares of common stock of Global Employment Holdings and an aggregate cash payment of $40.5 million. Also on March 31, 2006, Global Employment Solutions entered into a Plan of Merger with a wholly-owned subsidiary of Global Employment Holdings. The merger will become effective on April 10, 2006, resulting in Global Employment Solutions being 100% owned by Global Employment Holdings.

In addition, on March 31, 2006, Global Employment Holdings closed a private placement in which it sold $30 million aggregate principal amount of senior secured convertible notes along with warrants to purchase 480,000 shares of common stock at an exercise price of $6.25 per share, $12.75 million of series A preferred stock along with warrants to purchase 1,663,044 shares of common stock at an exercise price of $6.00 per share and $4.25 million of common stock along with warrants to purchase 850,000 shares of common stock at an exercise price of $6.00 per share. Rodman & Renshaw, LLC acted as the sole placement agent in the transaction. Global Employment Holdings is required to file a registration statement on Form S-1 by April 30, 2006 covering the resale of the shares of common stock issued in the private placement, including the shares of common stock underlying the convertible notes, preferred stock and warrants. Application will be made for the quotation of Global Employment Holdings' common stock on the OTC Bulletin Board immediately following the effectiveness of its registration statement. In the event the registration statement is not declared effective by the Securities and Exchange Commission or Global Employment Holdings' common stock is not quoted for trading on the OTC Bulletin Board within the time periods prescribed for each event in the private placement agreements, Global Employment Holdings is required to pay the investors financial penalties and may be required to redeem the securities sold in the private placement. 

In connection with the transactions, Global Employment Solutions amended and restated its senior credit facility with Wells Fargo Bank, increasing its borrowing capacity to $20 million, and retired all of its outstanding subordinated indebtedness in an amount of approximately $17.8 million. 

Global Employment Holdings will file a Current Report on Form 8-K on April 4, 2006 disclosing the events covered by this press release, among other things. 

About Global Employment Holdings, Inc. 
Global Employment Holdings, Inc. is a Littleton, Colorado-based leading provider of human capital solutions with 29 operating offices in eight states headed by President and Chief Executive Officer Howard Brill. Our business is divided into two major segments, staffing services and professional employer organization services. The staffing services segment provides direct placement and temporary staffing in a number of areas, such as light industrial, clerical, information technology, engineering, accounting and finance, call center and logistics, among others. Our professional employer organization services segment assists customers in managing human resources responsibilities and employer risks.
 
Forward-Looking Statements 
This press release includes "forward looking statements" as defined by the Securities and Exchange Commission (the "SEC"). Forward-looking statements include all statements that do not relate solely to historical or current facts. These forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: economic conditions affecting the human capital solutions industry; the adverse effect of legislation and other matters affecting the industry; increased competition in the industry; our dependence on certain customers; the risk that we may not be able to retain and attract customers; the availability of and costs associated with potential sources of financing; the loss of key personnel; our inability to attract and retain new qualified personnel; difficulties associated with integrating acquired businesses and customers into our operations; material deviations from expected future workers' compensation claims experience; collectibility of accounts receivable; the carrying values of deferred income tax assets and goodwill, which may be affected by future operating results; the availability of capital or letters of credit necessary to meet state-mandated surety deposit requirements; and government regulation.