PRESIDION CORP
FINANCING ARRANGEMENTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>k87557exv10w1.txt
<DESCRIPTION>FINANCING ARRANGEMENTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1


                                                                    July 1, 2004

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
Attention: Craig A. Vanderburg

RE:   FINANCING ARRANGEMENTS AMONG COMERICA BANK ("BANK"), SUNSHINE STAFF
      LEASING, INC., SUNSHINE COMPANIES, INC., SUNSHINE COMPANIES II, INC.,
      SUNSHINE COMPANIES III, INC., SUNSHINE COMPANIES IV, INC., PARADYME, INC.,
      AND ABS IV, INC. ("BORROWERS"), CRAIG A. VANDERBURG JOHN BURCHAM AND
      PRESIDION SOLUTIONS, INC. f/k/a AFFINITY BUSINESS SERVICES, INC. AND
      PRESIDION CORPORATION ("GUARANTORS")

Dear Mr. Vanderburg:

Please refer to any and all documents, instruments and agreements executed in
connection with the financing arrangements from Bank to Borrowers and
Guarantors, (collectively, the "Loan Documents"). All amounts due from Borrowers
to Bank, whether now or in the future, contingent, fixed, primary and/or
secondary, including, but not limited to, principal, interest, inside and
outside counsel fees, audit fees, costs expenses, and any and all other charges
provided for in the Loan Documents shall be known, in the aggregate, as the
"Liabilities". All capitalized terms not defined in this letter agreement
("Agreement") shall have the meanings described in the Loan Documents.

As of June 21, 2004, the Liabilities include:

<TABLE>
<CAPTION>
LOANS (NOTE AMOUNT AND DATE)                PRINCIPAL                  INTEREST
---------------------------                 ---------                  --------
<S>                                         <C>                        <C>
REVOLVING LOAN

($6,000,000; 09/30/03)                      $4,300,000.00              $19,353.47
</TABLE>

The amounts referenced above are exclusive of interest accruing after June 21,
2004, costs and expenses (including, but not limited to, inside and outside
counsel fees).

Without limitation we have reviewed the March 31, 2004 financial statements,
which showed substantial losses. Also, Borrowers are in default of financial
covenants under the Loan Document, including the required minimum debt service
coverage and minimum net worth. Borrowers have disclosed that Borrowers have
failed to pay Federal withholding taxes which are due and owing.

As a result of and for the reasons outlined above, Bank hereby accelerates the
Liabilities and demands payment in full of all of the Liabilities. By copy of
this letter demand is also hereby made of the Guarantors of the Liabilities.

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 2

Subject to Borrowers' and Guarantors' timely, written acceptance of the
following conditions, Bank is willing to forbear until July 31, 2004, subject to
earlier termination as provided below, from further action to collect the
Liabilities:

1.   Borrowers and Guarantors acknowledge the Liabilities as set out in the Loan
     Documents, the amount of the Liabilities as stated above and the existence
     of the defaults. Borrowers and Guarantors acknowledge and agree that Bank's
     demand for repayment of the Liabilities is timely and proper.

2.   Future administration of the Liabilities and financing arrangements among
     Bank, Borrowers and Guarantors shall continue to be governed by the
     covenants, terms and conditions of the Loan Documents, which are ratified
     and confirmed and are incorporated by this reference, except to the extent
     that the Loan Documents have been superseded, amended, modified or
     supplemented by this Agreement or are inconsistent with this Agreement,
     then this Agreement shall govern.

3.   Borrowers and Guarantors acknowledge Bank is under no obligation to advance
     funds or extend credit to Borrowers pursuant to the Loan Documents, or
     otherwise.

4.   Borrowers agree to use their best efforts (i) to procure alternative
     financing to repay the Liabilities in full by July 31, 2004, and (ii) to
     procure by July 31, 2004 a letter of credit or other support acceptable to
     Bank to further secure payment of the Liabilities. Borrowers will provide
     to Bank, upon Bank's request, written evidence of those efforts.

     Borrowers shall at the request of Bank execute a notification to each maker
     of each note pledged to Bank advising each to pay Bank directly all future
     payments under the notes.

5.   Borrowers shall make the following principal payments to Bank by the due
     dates indicated:

<TABLE>
<CAPTION>
   DUE DATE                 AMOUNT
   --------                 ------
<S>                        <C>
July 2, 2004               $200,000
July 7, 2004               $100,000
July 9, 2004               $100,000
July 14, 2004              $100,000
July 16, 2004              $100,000
July 21, 2004              $100,000
July 23, 2004              $100,000
July 27, 2004              $100,000
July 30, 2004              $100,000
</TABLE>

6.   By July 12, 2004, Mr. Burcham shall deliver to Bank copies of all mortgages
     on his residence and statements identifying the then current balances
     secured by those mortgages. By July 12, 2004, Mr. Burcham shall deliver to
     Bank copies of the annuity contract identified by him in his prior personal
     financial statement delivered to Bank. By July 12, 2004, Mr. Vanderburg
     shall delivery to Bank copies of all life insurance policies on his life
     totaling $2,000,000 of death benefits.

7.   Interest on Liabilities shall accrue at Bank's "prime rate" (as defined in
     the Loan Documents) plus four percentage points (4.0%) and shall be due and
     payable on the first (1st) day of each and every month, effective as of the
     date of this Agreement, and upon the occurrence of a default under the
     terms of this

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 3

     Agreement or any further defaults under the Loan Documents, then the
     Liabilities shall accrue interest at the rate otherwise provided in this
     paragraph plus three percentage points (3.0%).

8.   Borrowers and Guarantors acknowledge and agree the Loan Documents presently
     provide for and they shall reimburse for any and all costs and expenses of
     Bank, including, but not limited to, all inside and outside counsel fees of
     Bank whether in relation to drafting, negotiating or enforcement or defense
     of the Loan Documents or this Agreement, including any preference or
     disgorgement actions as defined in this Agreement and all of Bank's audit
     fees, incurred by Bank in connection with the Liabilities, Bank's
     administration of the Liabilities and/or any efforts of Bank to collect or
     satisfy all or any part of the Liabilities. Borrowers and Guarantors shall
     immediately reimburse Bank for all of Bank's costs and expenses upon Bank's
     incurrence thereof or upon demand.

9.   Loan payments, interest on the Liabilities, loan administration expenses,
     including, but not limited to, all inside and outside counsel fees of Bank
     and Bank's audit fees, may be charged directly to Borrower's checking
     account maintained with Bank.

10.  In addition to all reporting currently required by the Loan Documents; (a)
     Borrowers shall provide weekly to Bank updated cash flow forecasts by
     Tuesday of each week for the preceding week, in form acceptable to Bank;
     and (b) Borrowers shall provide daily to Bank updated tracking of
     Borrower's outstanding, unpaid withholding tax liabilities, in form
     acceptable to Bank.

11.  Without limitation, Borrowers shall be in default under this Agreement in
     the event Borrowers' outstanding, unpaid, past due withholding tax
     liabilities exceed $5,000,000 at any time; or (ii) if the IRS places a lien
     on the assets of any of the Borrowers for unpaid withholding taxes.

12.  Borrowers and Guarantors acknowledge and agree the Loan Documents presently
     provide and they shall permit Bank to conduct such fair market value
     appraisals, inspections, surveys and/or testing, whether for environmental
     contamination or otherwise, that Bank deems necessary, on any and all real
     property and personal property upon which Bank may possess a mortgage or
     security interest securing the Liabilities, and the cost of such
     appraisals, inspections, surveys and testing are part of the costs and
     expenses for which the Borrowers and Guarantors must reimburse Bank.

13.  To the extent any payment received by Bank is deemed a preference,
     fraudulent transfer or otherwise by a court of competent jurisdiction which
     requires the Bank to disgorge such payment then, such payment will be
     deemed to have never occurred and the Liabilities will be adjusted
     accordingly.

14.  This Agreement shall be governed and controlled in all respects by the laws
     of the State of Michigan, without reference to its conflict of law
     provisions, including interpretation, enforceability, validity and
     construction.

15.  Bank expressly reserves the right to exercise any or all rights and
     remedies provided under the Loan Documents and applicable law except as
     modified herein. Bank's failure to immediately exercise such rights and
     remedies shall not be construed as a waiver or modification of those rights
     or an offer of forbearance.

16.  This Agreement will inure to the benefit of the Bank and all its past,
     present and future parents, subsidiaries, affiliates, predecessors and
     successor corporations and all of their subsidiaries and affiliates.

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 4

17.  Borrowers and Guarantors agree to execute any and all additional and
     supplemental documentation, and provide such further assistance and
     assurances as Bank may require, in Bank's sole and absolute discretion, to
     give full effect of the terms, conditions and intentions of this Agreement.

18.  Bank anticipates that discussions addressing the Liabilities may take place
     in the future. During the course of such discussions, Bank Borrowers and
     Guarantors, may touch upon and possibly reach a preliminary understanding
     on one or more issues prior to concluding negotiations. Notwithstanding
     this fact and absent any express written waiver by Bank, Bank will not be
     bound by an agreement on any individual issues unless and until an
     agreement is reached on all issues and such agreement is reduced to writing
     and signed by Borrowers and Guarantors, and Bank.

19.  As of the date of execution and delivery of this Agreement by Borrowers and
     Guarantors, there are no offers outstanding from Bank to Borrowers and
     Guarantors. Any prior offer by Bank, whether oral or written is hereby
     rescinded in full. There are no oral agreements between Bank and Borrowers
     and Guarantors; any agreements concerning the Liabilities are expressed
     only in the existing Loan Documents. The duties and obligations of
     Borrowers and Guarantors and Bank shall be only as set forth in the Loan
     Documents and this Agreement when executed by all parties.

20.  Borrowers and Guarantors acknowledge that they have reviewed (or have had
     the opportunity to review) this Agreement with counsel of their choice and
     have executed this Agreement of their own free will and accord and without
     duress or coercion of any kind by Bank or any other person or entity.

21.  BORROWERS, GUARANTORS AND BANK ACKNOWLEDGE AND AGREE THAT THE RIGHT TO
     TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH
     PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
     COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL
     BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION
     REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
     AGREEMENT, THE LOAN DOCUMENTS OR LIABILITIES.

22.  DEFAULTS HAVE OCCURRED UNDER THE LOAN DOCUMENTS. BORROWERS AND GUARANTORS,
     TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, WAIVE ALL NOTICES THAT
     BANK MIGHT BE REQUIRED TO GIVE BUT FOR THIS WAIVER, INCLUDING ANY NOTICES
     OTHERWISE REQUIRED UNDER SECTION 6 OF ARTICLE 9 OF THE UNIFORM COMMERCIAL
     CODE AS ENACTED IN THE STATE OF MICHIGAN OR THE RELEVANT STATE CONCERNING
     THE APPLICABLE COLLATERAL (AND UNDER ANY SIMILAR RIGHTS TO NOTICE GRANTED
     IN ANY ENACTMENT OF REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE).
     FURTHERMORE, BORROWERS AND GUARANTORS WAIVE (A) THE RIGHT TO NOTIFICATION
     OF DISPOSITION OF THE COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM
     COMMERCIAL CODE, (B) THE RIGHT TO REQUIRE DISPOSITION OF THE COLLATERAL
     UNDER SECTION 9-620(E) OF THE UNIFORM COMMERCIAL CODE, AND (C) ALL RIGHTS
     TO REDEEM ANY OF THE COLLATERAL UNDER SECTION 9-623 OF THE UNIFORM
     COMMERCIAL CODE.

23.  BORROWERS AND GUARANTORS, IN EVERY CAPACITY, INCLUDING, BUT NOT LIMITED TO,
     AS SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, INVESTORS AND/OR CREDITORS
     OF BORROWERS AND/OR GUARANTORS, OR ANY ONE OR

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 5

     MORE OF THEM, HEREBY WAIVE, DISCHARGE AND FOREVER RELEASE BANK, BANK'S
     EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND
     ASSIGNS, FROM AND OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES,
     COUNTERCLAIMS OR OFFSETS AND/OR ALLEGATIONS BORROWERS AND/OR GUARANTORS MAY
     HAVE OR MAY HAVE MADE OR WHICH ARE BASED ON FACTS OR CIRCUMSTANCES ARISING
     AT ANY TIME UP THROUGH AND INCLUDING THE DATE OF THIS AGREEMENT, WHETHER
     KNOWN OR UNKNOWN, AGAINST ANY OR ALL OF BANK, BANK'S EMPLOYEES, OFFICERS,
     DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.

24.  This Agreement may be executed in counterparts and facsimiles and the
     counterpart, when properly executed and delivered by signing deadline, will
     constitute a fully executed complete agreement.

25.  Borrowers and Guarantors shall properly execute this Agreement and hand
     deliver same to the undersigned by no later than 5:00 p.m. on July 1, 2004.

Bank reserves the right to terminate its forbearance prior to July 31, 2004, in
the event of any new defaults under the Loan Documents, defaults under this
Agreement, in the event of further deterioration in the financial condition of
Borrowers or Guarantors or further deterioration in Banks collateral position,
and/or in the event Bank, for any reason, believes that the prospect of payment
or performance is impaired.

Very truly yours,

/s/ Jacob Villemure
-------------------
Jacob Villemure
Special Assets Officer
P.O. Box 75000
MC 3205
Detroit, Michigan 48275-3205
(313) 222-9218
fax: (313) 222-1244

                           [SIGNATURE PAGES TO FOLLOW]

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 6

ACKNOWLEDGED AND AGREED:

SUNSHINE STAFF LEASING, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

SUNSHINE COMPANIES, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

SUNSHINE COMPANIES II, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

SUNSHINE COMPANIES III, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

SUNSHINE COMPANIES IV, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

PARADYME, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

ABS IV, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

/s/ Craig A. Vanderburg                     Date: July 1, 2004
-----------------------
Craig A. Vanderburg

/s/ John Burcham                            Date: July 1, 2004
----------------
John Burcham

<PAGE>

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
July 1, 2004
Page 7

PRESIDION SOLUTIONS, INC.

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

PRESIDION CORPORATION

By:  /s/ Craig A. Vanderburg                Date: July 1, 2004
     -----------------------
Its: President

</TEXT>
</DOCUMENT>
