THE SECURITIES REPRESENTED BY THIS OPTION AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS (“STATE ACTS”), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION THEREFROM.

OPTION
TO PURCHASE
COMMON SHARES
OF
CorPorate RESOURCE SERVICES, INC.

No. O-________________Date of Issuance: January 17, 2013

Number of Common Shares: 600,000

THIS OPTION TO PURCHASE COMMON DHARES (the “Option”) certifies that, for value received, Michael J. Golde (the “Holder”) is entitled, upon the terms and subject to the limitations and the conditions hereinafter set forth, to subscribe for and purchase from Corporate Resource Services, Inc., a Delaware corporation (the “Issuer”), up to 600,000 common shares, par value $0.0001 per share (“Common Shares”), of the Issuer (“Option Shares”) (as adjusted pursuant to the terms hereof, the “Option Shares”) at an initial exercise price of $0.4355 per Common Share as adjusted from time to time as provided for herein (the “Option Price”).  Capitalized terms used in this Option and not otherwise defined herein shall have the respective meanings specified in Section 5 hereof. 

The Option shall become exercisable in equal amounts on the first, second, and third anniversary of the date hereof.  However, should a Change of Control occur, the option shall become immediately exercisable in the full amount of Option Shares.  For the purposes of this paragraph, a Change of Control shall mean a transaction by which Robert Cassera’s ownership of the Company’s Common Stock is reduced to less than 50% of the then outstanding shares.

Net Number = (A x B) - (A x C)

D

For purposes of the foregoing formula:

A= the total number of Common Shares with respect to which this Option is then being exercised.

B= the arithmetic average of the Closing Sale Prices of the Common Shares for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.

C= the Option Price then in effect for the applicable Option Shares at the time of such exercise.

D= the Closing Sale Price of the Common Shares on the date of the Exercise Notice.

For purposes of Rule 144(d) promulgated under the Securities Act, it is intended that the Option Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Option Shares shall be deemed to have commenced, on the date this Option was originally issued.

(a)                      Subdivision or Combination of Common Shares. If the Issuer, at any time while this Option is outstanding, shall subdivide or combine any Common Shares (whether by any split, reverse split, Common Share dividend, Common Share distribution, recapitalization or otherwise), (i) in case of the subdivision of Common Shares, the number of Option Shares shall be proportionately increased (as at the effective date of such subdivision or, if the Issuer shall take a record of holders of its Common Shares for the purpose of so subdividing, as at the applicable record date, whichever is earlier) to reflect the increase in the total number of Common Shares outstanding as a result of such subdivision, or (ii) in the case of a combination of Common Shares, the number of Option Shares shall be proportionately reduced (as at the effective date of such combination or, if the Issuer shall

take a record of holders of its Common Shares for the purpose of so combining, as at the applicable record date, whichever is earlier) to reflect the reduction in the total number of Common Shares outstanding as a result of such combination.

(b)                      Adjustment of Option Price. Upon each adjustment in the number of Option Shares pursuant to Section 3(a), the Option Price shall be adjusted, to the nearest ten thousandth of one cent, to the product obtained by multiplying the Option Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Option Shares immediately before giving effect to such adjustment and the denominator of which shall be the number of Option Shares immediately after giving effect to such adjustment.

(c)                     Adjustment to Option Price and Option Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Issuer, (ii) reclassification of the stock of the Issuer (other than a change in par value or from par value to no par value or from no par value to par value or as a result of an event contemplated in Section 3(a)), (iii) consolidation or merger of the Issuer with or into another Person, (iv) sale of all or substantially all of the Issuer’s assets to another Person or (v) other similar transaction in each case which, upon the consummation thereof, entitles the holders of Common Shares to receive stock, securities or assets with respect to or in exchange for Common Shares, this Option shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of the number of Option Shares then exercisable under this Option, be exercisable for the kind and number of shares of stock or other securities or assets of the Issuer or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Option in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Option Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Option at such time).

(d)Notice of Adjustments. Whenever the Option Price or the number of Option Shares shall be adjusted pursuant to Section 3 hereof (for purposes of this Section 3(d), an “adjustment”), the Issuer shall deliver to the Holder a notice setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Option Price and Option Shares after giving effect to such adjustment.

4.         Fractional Common Shares. No fractional Common Shares will be issued in connection with any exercise hereof and each fractional Common Share shall be rounded to the nearest whole Common Share (and a 0.5 Common Share shall be rounded to the next higher Common Share).

5.         Definitions. For the purposes of this Option, the following terms have the following meanings:

“Business Day” means any day other than a day which is a Saturday, Sunday or a day on which banks in New York City are authorized or required by law to be closed.

“Holder” means the Person who shall from time to time own the Option.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

"Principal Market" means the principal securities exchange or securities market on which the Common Shares are traded or quoted.

"Requisite Holders" means at any time the Holders of Options (other than the Issuer or any Subsidiary thereof) exercisable for a majority of the Common Shares issuable under the Options at any time outstanding.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

“Subsidiary” means any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, at least 50% of the total voting power of securities entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Issuer or one of its Subsidiaries or (ii) if a limited liability company,  partnership, association or other business entity (other than a corporation), at least 50% of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by the Issuer or one of its Subsidiaries.

"Trading Day" means any day on which the Common Shares are traded or quoted on the Principal Market; provided that "Trading Day" shall not include any day on which the Common Shares are scheduled to trade or be quoted on such exchange or market for less than 4.5 hours or any day that the Common Shares are suspended from trading or quotation during the final hour of trading or quotation on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading or quotation on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

“Options” means the options issued pursuant to the Consulting Agreement, including, without limitation, this Option, and any other options of like tenor issued in substitution or exchange for any Options pursuant to the provisions hereof or of any of such other Options.

6.       Amendment and Waiver. Any term, covenant, agreement or condition in this Option may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Requisite Holders; provided that any Holder may waive any provision for its benefit.

7.       Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS OPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW

YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

11.        No Rights of Common Shareholder Until Exercise.  This Option does not entitle the Holder to any rights of a holder of Common Shares. The only rights of a Holder shall be those expressly provided for herein.

12.        Successors and Assigns. This Option and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer and the Holder and shall be enforceable by any such Holder.

IN WITNESS WHEREOF, the Issuer has duly executed this Option.

Dated:            January 17, 2013                                    CORPORATE RESOURCE SERVICES, INC.

By: /s/ John P. Messina, Sr.                        

                                                                        Name: John P. Messina, Sr.

Title: Chairman of the Board, President and Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

OPTION TO PURCHASE COMMON STOCK

CORPORATE RESOURCE SERVICES, INC.

            The undersigned Holder hereby exercises the right to purchase _________________ Common Shares ("Option Shares") of Corporate Resource Services, Inc., a Delaware corporation (the "Issuer"), evidenced by the attached Option to purchase Common Shares (the "Option").  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Option.

            1.  Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as:

                                                                                                ____________                        a "Cash Exercise" with respect to _________________ Option Shares; or

                                                                                                ____________                        a  "Cashless Exercise" with respect to _______________ Option Shares.

            2.  Payment of Exercise Price.  In the event that the Holder has elected a Cash Exercise with respect to some or all of the Option Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Issuer in accordance with the terms of the Option.

            3.  Delivery of Option Shares.  The Issuer shall deliver to the holder __________ Option Shares in accordance with the terms of the Option.

Date:                                                             

Name of Registered Holder

By:                                                

            Name:

            Title:

EXHIBIT B

ASSIGNMENT FORM

(To be executed by the registered holder hereof)

FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto _______________ the within Option and all rights evidenced thereby and does irrevocably constitute and appoint _______________, attorney, to transfer the said Option on the books of the within named Issuer.

Dated:                                                                                    Signature:                                                 

Address:

PARTIAL ASSIGNMENT

(To be executed by the registered holder hereof)

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto _________________ the right to purchase ________ Common Shares issuable upon exercise of the attached Option, and does irrevocably constitute and appoint __________________, attorney, to transfer that part of the said Option on the books of the within named Issuer.

Dated:                                                                                    Signature:                                                 

Address: