rsg_ex1014.htm


    
      Exhibit 10.14

       

      Exhibit A

      


      NON-NEGOTIABLECONVERTIBLE PROMISSORY
NOTE

      


      NEITHER THIS NOTE NOR THE SECURITIES
INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS

      


      THIS NOTE IS ISSUED PURSUANT TO THE
TERMS AND CONDITIONS OF A STOCK ACQUISITION AGREEMENT DATED MAY 17, 2007,
BETWEEN THE RESOURCING SOLUTIONS GROUP, INC.  AND ANTOINETTE
PETERSON.

      


      
        	
                May
      17, 2007

              	
                $200,000.00

              


      

       

      FOR VALUE RECEIVED, The Resourcing
Solutions Group, Inc. , a Nevada corporation ("the Company"), promises to
pay to the order of Antoinette Peterson ("Holder") the principal sum
of Two Hundred Thousand Dollars ($200,000.00)  with interest thereon
at the rate of six percent (6%) per annum from the date hereof.

      


      1.           Payment
Terms.  The whole sum of principal and accrued but
unpaid interest is due and payable twelve (12) months following the date of this
Note.

      


      2.            No Demand for Payment of
Principal and Interest; Conversion Only by
Holder.  Holder acknowledges that Holder shall not be
entitled to demand payment of the principal and interest amount of this Note in
cash. Rather, at any time at the option of Holder after six (6) months from the
date of this Note and before this Note becomes due and payable as to both
principal and interest, the principal amount of this Note and accrued interest
may be converted into that number of shares of Common Stock of The Resourcing
Solutions Group, Inc. having an aggregate market value of Two Hundred Thousand
Dollars ($200,000.00)  based in the closing bid price on the date of
the conversion as reported on Pink Sheets. Com. The number of shares of Common
Stock into which the principal and amount of this Note plus accrued interest can
be converted shall be known as the "Conversion Amount". Conversion shall be
accomplished by Holder delivering this Note marked "Cancelled" to the Company
with the Notice of Conversion in the form attached hereto as Exhibit “A-1” in
exchange for a Common Stock certificate of the Company representing the
Conversion Amount.

      


      3.           Conversion Upon Demand of
Company.    Although
conversion can occur at any time at the option of the Holder after six (6)
months from the date of this Note, conversion must occur at the demand of the
Company upon ten (10) day's written notice at any time after six (6) months from
the date of this Note, or at the time of any registered public offering by the
Company in an aggregate amount of no less than $10,000,000, or upon any merger
or acquisition to which the Company is a party.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.           Prepayment.  This
Note may be prepaid by the Company, in whole or part at any time upon ten (10)
days prior written notice to Holder (the "Notice Period") which notice shall
state the Company's intention to so prepay, including a statement of the amount
of such prepayment.  Any such prepayment shall first be applied to any
accrued but unpaid interest with the balance to be applied to
principal.  During the Notice Period, Holder may exercise the
conversion privilege of this Note.

      


      5.           Condition Upon
Conversion.  Shares of Common
stock shall not be issued upon conversion of this Note unless such conversion
and the issuance and delivery of the Common Stock pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, applicable state securities laws, the
Securities Exchange Act of 1934, the rules and regulations promulgated
thereunder, and shall further be subject to approval of counsel for the Company
with respect to such compliance. Holder acknowledges and agrees that the
certificates evidencing the shares of Common Stock will include a legend reading
substantially as follows:

      


      THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW
TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED AS
TO SUCH SALE OR OFFER.

      


      6.           Governing
Law.  This Note has
been executed and delivered in Charlotte, North Carolina and shall be governed
by and construed in accordance with the laws of the State of North
Carolina.

      


      7.           Nonnegotiability.  This Note is NOT
NEGOTIABLE as that term may be defined under the laws of the State of North
Carolina.

      


       

      
        	COMPANY:  	 	 	HOLDERS:	 
	The
      Resourcing Solutions Group, Inc.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/ GARY
      MUSSELMAN

              	 	 	
                /s/ ANTOINETTE
      PETERSON

              	 
	Name:	
                Gary
      Musselman

              	 	 	
                
                  Antoinette
      Peterson

                

              	 
	Title:	
                President/CEO

              	 	 	
                 

              	 
	 	 	 	 	 	 
	 	 	 	 	/s/
      MICHAEL PETERSON	 
	 	 	 	 	Michael
      Peterson	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT A-1

      NOTICE OF
CONVERSION

      AT THE ELECTION OF THE
HOLDER

      


       

      (To be
Executed by the Registered Holder in order to Convert the Note)

      Pursuant
to Section 2 of the attached Note, the undersigned hereby irrevocably elects to
convert the attached Note into shares of Common Stock, par value $0.001 per
share, (“Common Stock”)
of The Resourcing Solutions Group, Inc. (“Company”), as of the date
written below.  If shares of Common Stock are to be issued in the name
of a person other than undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and
opinions as reasonably requested by the Company in accordance
therewith.

      


      
        
          	Conversion
      calculations:	 
	 	Date
      to Effect Conversion
	 	 
	 	 
	 	Number
      of Shares to be Issued Upon Conversion
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address