rsg_ex102.htm


    Exhibit 10.2

     

     

     

     

     

     

     

     

     

     

    DOCUMENT BOOK

     

    ACQUISITION OF

     

    ROSSAR HR, LLC

     

    BY

     

    THE RESOURCING SOLUTIONS GROUP,
INC.

     

    September
21, 2004

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF CONTENTS

     

     

    
      	Document Title	
              Tab
  No.

            
	 	 
	Asset
      Purchase Agreement	
              1

            
	 	 
	
              Exhibits to Asset
      Purchase Agreement:

            	
               

            
	 	 
	Exhibit
      1.4 Management Agreement	
              2

            
	 	 
	Exhibit
      3.2 Promissory Note	
              
                3

              

            
	 	 
	Exhibit
      4.3(b) Bill of Sale and Assignment	
              4

            
	 	 
	Exhibit
      4.3(c) Unemployment Certificate	
              5

            
	 	 
	Exhibit
      4.4(c) Assumption Agreement	
              6

            
	 	 
	Exhibit
      4.4(d) Employment Agreement	
              7

            
	 	 
	Certificate
      of Resolutions of Rossar HR, LLC	
              8

            
	 	 
	Unanimous
      Consent of Rossar HR,LLC	
              9

            
	 	 
	Certificate
      of Resolutions of The Resourcing Solutions Group, Inc.	
              10

            
	 	 
	Unanimous
      Consent of The Resourcing Solutions Group, Inc.	
              11

            
	 	 
	Schedules
      to Asset Purchase Agreement	
              12

            


    

     

      
        

      

    

    
      	
            	
              1.1(b)

            	
              Furniture, fixtures and
  equipment

            


    

    
      	
            	
              1.1(c)

            	
              Real
      Property Leases

            


    

    
      	
            	
              1.1(d)

            	
              Computer
      Hardware and Software

            


    

    
      	
            	
              1.1(e)

            	
              Licenses,
      Including Software

            


    

    
      	
            	
              1.1(g)

            	
              Trade
      Names and Trademarks

            


    

    
      	
            	
              1.1(h)

            	
              Non-workers
      Compensation Deposits

            


    

    
      	
            	
              1.1(j)

            	
              Cash
      and Cash Equivalent Exceptions

            


    

    
      	
            	
              3.3

            	
              Purchase
      Price Allocation

            


    

    
      	
            	
              5.3

            	
              Noncontravention
      Exceptions

            


    

    
      	
            	
              5.4

            	
              Encumbrances
      and Liens

            


    

    
      	
            	
              5.5

            	
              Personal
      Property

            


    

    
      	
            	
              5.6

            	
              Customer
      Agreements

            


    

    
      	
            	
              5.7

            	
              Customer
      List

            


    

    
      	
            	
              5.10

            	
              Sellers'
      Jurisdictions

            


    

    
      	
            	
              5.11

            	
              Governmental
      Approvals and Filings Exceptions

            


    

    
      	
            	
              5.13

            	
              Material
      Changes, Events and Developments

            


    

    
      	
            	
              7.6(g)(iii)

            	
              Bank
      Accounts

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    ASSET PURCHASE
AGREEMENT

     

    between

     

    ROSSAR HR, LLC

     

     Seller,

     

    Marcia J. Sartori and William R.
Sartori II

     

    and

     

    THE RESOURCING SOLUTIONS GROUP,
INC.

     

    Buyer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
ASSET PURCHASE AGREEMENT is entered into as of September 21, 2004 (the "Purchase
Agreement") by and between THE RESOURCING SOLUTIONS GROUP, INC., a Nevada
corporation ("Buyer"), and ROSSAR HR, LLC, a Pennsylvania limited liability
company ("Seller"), and Marcia J. Sartori and William R. Sartori II
("Owners").

     

    WITNESSETH:

     

    WHEREAS,
Seller operates a professional employer services business in Coraopolis,
Pennsylvania (the business referred to as the "Purchased Business");
and

     

    WHEREAS,
the parties desire that Seller transfers, conveys and assigns to Buyer those
certain assets, properties and rights of the Purchased Business as a going
concern; and that Buyer purchase and acquire the same, upon the terms set forth
below;

     

    WHEREAS,
the Owners collectively own one hundred percent (100%) of the membership
interests of Seller, and have agreed as part of the sale of the Purchased
Business to certain restrictive covenants in Article VII;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements set forth below, the parties agree as
follows:

     

    ARTICLE I

     

    TRANSFER OF PURCHASED ASSETS AND
RELATED MATTERS

     

    1.1
PURCHASED ASSETS. On the terms and subject to the conditions of this Agreement,
Seller shall transfer, convey and assign to Buyer, and Buyer shall purchase and
acquire from Seller the following assets, properties and rights of Seller,
effective as of the date provided in the Bill of Sale and Assignment attached
hereto as Exhibit 4.3(b):

     

    (a) all
customers of the Purchased Business as named and described in Schedule 5.7
attached hereto;

     

    (b) all
furniture, fixtures, and equipment used in the Purchased Business as set forth
in Schedule 1.1(b);

     

    (c) all
real property leases as set forth in Schedule 1.1(c) attached
hereto;

     

    (d) all
computer hardware and software used in the business, including, but not limited
to Accountix PEO Pro as described in Schedule 1.1(d) attached
hereto;

     

    (e) all
licenses used in the Purchased Business, including, but not limited to, software
licenses, as described, in Schedule 1.1(e) attached hereto;

     

    (f) all
customer contracts of Seller as of the Closing Date as described in Schedule 5.6
attached hereto;

     

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    (g) the
Trade Names and Trademarks (including Service Marks) of Seller used in the
Purchased Business as described on Schedule 1.1(g) attached hereto;
and

     

    (h) all
non-workers compensation deposits relating to the Purchased Business as
described in Schedule 1.1(h) attached hereto

     

    (i) all
records and files, including, but not limited to, property records, purchasing
and sales records, correspondence with suppliers and customers (both actual and
prospective), personnel records, mailing lists, customer and vendor lists and
records used exclusively in the Purchased Business.

     

    (j)
Unless specifically described in Schedule 1.1(j), all cash and cash equivalents
generated from the operation of the Purchased Business (i.e. amounts invoiced to
customers).

     

    For
convenience of reference, the assets, properties and rights to be transferred,
conveyed and assigned to Buyer hereunder, exclusive of the Excluded Assets, are
herein collectively called "Purchased Assets".

     

    The
parties agree and acknowledge that Buyer is purchasing substantially all of the
assets of Seller by way of this Purchase Agreement.

     

    1.2
EXCLUDED ASSETS. Anything contained in Section 1.1 hereof to the contrary
notwithstanding, there are expressly excluded from the assets, properties and
rights to be transferred, conveyed and assigned to Buyer all assets of Seller
except those specifically conveyed to the Buyer as provided in

     

    Section
1.1 including, but not limited to the following:

     

    (a) all
notes receivable; and

     

    (b) all
corporate records, including, but not limited to, corporate minute books,
accounting records, payroll records and tax returns, provided, however, Buyer
shall have reasonable access to all such corporate records of Seller prior to
and after the closing Date; all amounts received by Seller after the Closing in
respect to services provided by Seller prior to Closing; and

     

    (c) all
assets not specifically included as a Purchased Asset, including, but not
limited to, leases for personal property and contracts for insurance and
contracts for services not described in Schedules 5.6 and 1.1(c)

     

    For
convenience of reference, the assets, properties and rights which are not to be
transferred, conveyed and assigned to Buyer hereunder are herein collectively
called "Excluded Assets".

     

    1.3
PASSAGE OF TITLE AND RISK OF LOSS. Legal and equitable title and risk of loss
with respect to the Purchased Assets will not pass to Buyer, as a result of this
Agreement, until such assets are transferred on the Effective Date.

     

    1.4
MANAGEMENT AGREEMENT. The Parties shall execute a Management Agreement effective
as of the Closing Date substantially in the form as in Exhibit 1.4 attached
hereto.

     

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    ARTICLE II

    ASSUMPTION OF CERTAIN
LIABILITIES

     

    2.1
ASSUMED OBLIGATIONS. At the closing, Buyer will assume the following liabilities
and obligations, and only the following liabilities and obligations, of
Seller:

     

    The
liabilities and obligations arising after the Effective Date under those
contracts, licenses, leases, and other written agreements set forth on Schedules
1.1(c) and (e) and Schedule 5.6.

     

    For
convenience of reference, the liabilities and obligations being assumed by Buyer
as stated above are herein collectively called the "Assumed
Obligations".

     

    Buyer
shall also have an option to assume any personal property leases relating to the
Purchased Business at any time prior to December 31, 2004. To exercise such an
option, Buyer shall notify Seller in writing of its intent to assume a lease and
describe the lease.

     

    2.2
EXCLUDED OBLIGATIONS. Any other provision of this Agreement to the contrary
notwithstanding, Buyer does not assume any liability or obligation of Seller not
included in the Assumed Obligations, and Schedules 1.1(c) and (e) and Schedule
5.6, including, but not limited to, the following:

     

    (a) any
liabilities and obligations of Seller for Federal, state or local taxes, fines,
interest or penalties (including, without limitation, franchise, income,
personal, real property, sales, use, unemployment, gross receipts, excise,
payroll, withholding or other taxes);

     

    (b) any
claims, demands, liabilities or obligations of any nature whatsoever which arose
or were incurred at or before the Effective Date, or which are based on any
event that occurred or existed at or before the Effective Date, or which are
based on services performed by Seller at or before the Effective Date,
irrespective of when a claim or demand is made (including if the claim is made
after Effective Date) irrespective of whether the liability or obligation
becomes manifest, after the Effective Date, and regardless of whether or not set
forth or otherwise disclosed on any Schedule attached hereto (whether or not
required to be so set forth or disclosed), including, but not limited to, that
certain claim by Envirotrol;

     

    (c) any
actions, suits, claims, investigations or legal, administrative or arbitration
proceedings pending or threatened against Seller;

     

    (d) any
liabilities and obligations of Seller for amounts owed to any person affiliated
with Seller, in his or her capacity as an owner of Seller;

     

    (e) any
liabilities and obligations of Seller existing at the Closing under an
employment agreement, written or verbal, or relating to in any way wages,
commissions, bonuses, fees, expenses, accrued holiday, vacation and severance
pay;

     

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    (f) any
liabilities or obligations for payments due or required to be made under any
health, dental, vision, pension, retirement, savings or other compensation or
employee benefit plan maintained by Seller or any other entity;

     

    (g) any
liabilities and obligations of Seller under any contract, license, lease or
other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 6.6
attached hereto;

     

    (h) any
liabilities relating in any way to an injury to an employee of
Seller;

     

    (i) any
liability to pay any amounts under a contract or policy of insurance;
and

     

    (j) any
other liabilities and obligations of Seller not being specifically assumed by
Buyer pursuant to Section 2.1 above.

     

    For
convenience of reference, the liabilities and obligations of Seller not being
assumed by Buyer as aforesaid are collectively called the "Excluded
Obligations". Seller shall take any and all commercially reasonable actions
which may be necessary to prevent any person, firm or governmental authority
from having recourse against the Purchased Business, any of the Purchased Assets
or against Buyer with respect to any Excluded Obligations.

     

    ARTICLE III

     

    PURCHASE PRICE

     

    3.1
PURCHASE PRICE. The aggregate consideration (the "Purchase Price") to be paid to
Seller for the Purchased Assets is valued at $272,000, to be paid in accordance
with Section 3.2 below.

     

    3.2
PAYMENT OF PURCHASE PRICE. Unless otherwise stated below, Buyer shall provide
the following consideration to Seller for the Purchased Assets on the Closing
Date:

     

    Buyer
will deliver to Marcia J. Sartori the following

     

    Promissory
Note in the principal amount of $272,000 in the form as in Exhibit 3.2 attached
hereto; and

     

    3.3
ALLOCATION. The Purchase Price will be allocated as set forth on Schedule 3.3.
The parties will use such allocation in reporting the transaction for Federal
and state tax purposes.

     

    ARTICLE IV
CLOSING

     

    4.1
CLOSING DATE. The closing for the consummation of the transaction contemplated
by this Agreement (the "Closing") will take place at Pittsburgh, PA on September
2004, or on such other date and at such other time or place as Buyer and Seller
may mutually agree, but the

     

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    purchase,
sale, and assignment of assets shall be effective as of 12:01 a.m. on January 1,
2005 (the "Effective Date").

     

    4.2
SIMULTANEOUS ACTIONS. All actions to be taken and all documents to be executed
and delivered by the parties at the Closing will be deemed to have been taken
and executed simultaneously and no actions will be deemed taken or any documents
executed or delivered until all have been taken, executed and
delivered.

     

    4.3
DELIVERIES BY SELLER ON CLOSING DATE. On or before the Closing Date, Seller will
deliver to Buyer the following:

     

    (a)
Closinq Certificate. An accurate certificate, dated the Closing Date, of Seller,
satisfactory in form and substance to Buyer, certifying that:

     

    (1) the
representations and warranties of Seller contained in this Agreement are true
and accurate on and as of the Closing Date with the same force and effect as if
made on the Closing Date;

     

    (2)
Seller has performed and complied with all covenants, obligations and agreements
to be performed or complied with by them on or before the Closing Date pursuant
to this Agreement;

     

    (3)
attached hereto are true and complete copies of resolutions adopted by Seller'
board of directors or members, as applicable, approving this Agreement and the
transactions contemplated hereby; and

     

    (4) the
incumbency and specimen signature of each officer of Seller executing this
Agreement and any other document to be executed by Seller are as set forth in
such certificate; and

     

    (b)
Instruments of Transfer. A duly executed bill of sale and general instrument of
assignment, which bill of sale and assignment shall be in substantially the form
of Exhibit 4.3(b) attached hereto.

     

    (c)
Unemployment Certificate. Executed Certificate from Seller as required under
Pennsylvania law stating that all unemployment contributions and obligations of
Seller have been paid in full as of the Closing Date in substantially the form
of Exhibit 4.3(c) attached hereto;

     

    (d)
Employment Aqreement. A duly executed Employment Agreement by Marcia J. Sartori
in the form of Exhibit 3.2 attached hereto; and

     

    (e)
Management Agreement. A duly executed Management Agreement between Seller and
Buyer in the form of Exhibit 1.4 attached hereto.

     

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    4.4
DELIVERIES BY BUYER ON CLOSING DATE. On or before the Closing Date, Buyer will
have delivered to Seller the following:

     

    (a)
Closing Certificate. An accurate certificate, dated the Closing Date, of a duly
authorized officer of Buyer, satisfactory in form and substance to Seller,
certifying that:

     

    (1) the
representations and warranties of Buyer contained in this Agreement are true and
accurate on and as of the Closing Date with the same force and effect as if made
on the Closing Date;

     

    (2) Buyer
has performed and complied with all covenants, obligations and agreements to be
performed or complied with by it on or before the Closing Date pursuant to this
Agreement;

     

    (3)
attached hereto are true and complete copies of resolutions adopted by Buyer's
board of directors approving this Agreement and the transactions contemplated
hereby; and

     

    (4) the
incumbency and specimen signature of each officer of Buyer executing this
Agreement and any other document to be executed by Buyer are as set forth in
such certificate.

     

    (b)
Delivery of Consideration. Buyer shall provide an executed Promissory Note as
required by Section 3.2.

     

    (c)
Assumption Agreement. A duly executed instrument of assumption whereby Buyer
shall assume the Assumed Obligations as provided herein, which instrument of
assumption shall be in substantially the form of Exhibit 4.4(c) attached
hereto.

     

    (d)
Employment Agreement. An Employment Agreement between Buyer and Marcia J.
Sartori substantially in the form as set forth in Exhibit 4.4(d) attached
hereto.

     

    (e) Life
Insurance Policy. If Marcia J. Sartori is insurable with reasonable efforts,
Buyer will purchase a level ten-year, term life insurance policy in the name of
Marcia J. Sartori that will include a death benefit in an amount equal to
$1,000,000 to a beneficiary of her choice. The Company will pay the annual
premium for this policy in years 1-5. Marcia Sartori may elect to continue the
policy beyond year five, but she will be solely responsible for paying the
annual premium for years 6-10.

     

    4.5
POST-CLOSING DELIVERIES OF BUYER

     

    Reaffirmation
of Representations and Warranties. Buyer shall provide representations and
warranties as provided in Article VI herein that shall be effective as of
December 31, 2004.

     

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    ARTICLE V

    REPRESENTATIONS AND WARRANTIES OF
SELLERS

     

    Seller
represents and warrants to Buyer as follows:

     

    5.1
ORGANIZATIONAL MATTERS. Seller is a limited liability company duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania.

     

    5.2
AUTHORITY. Seller has all requisite power and authority to:

     

    own,
lease and operate its respective properties; carry on the Purchased Business as
now being conducted; enter into this Agreement; perform its respective
obligations hereunder; and consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement by Seller, and the
consummation of the transactions contemplated hereby, have been duly and validly
authorized by all necessary corporate action on the part of each of the Seller.
This Agreement has been duly and validly executed by each Seller, and is a valid
and binding obligation of each Seller, enforceable in accordance with its
terms.

     

    5.3
NON-CONTRAVENTION. Except as stated in Schedule 5.3, neither the execution,
delivery and performance of this Agreement by Seller, nor the consummation by
Seller of the transactions contemplated hereby nor compliance by Seller with any
of the provisions hereof will:

     

    (a)
conflict with or result in a breach of any provision of, as applicable, the
Articles of Organization or Operating Agreement of Seller;

     

    (b) as of
the Closing Date, cause a default (or give rise to any right of termination,
cancellation, or acceleration) under any of the terms of any note, bond, lease,
mortgage, indenture, license, warranty or other instrument or agreement to which
Seller is a party, or by which Seller or any of its assets are or may be bound
or benefited; or

     

    (c)
violate any law, statute, rule or regulation or order, writ, judgment,
injunction or decree applicable to Seller or any of its respective
assets.

     

    No
consent or approval by, or any notification or filing with, and no permit, or
authorization of, any public body or authority is required in connection with
the execution, delivery, and performance by Seller or the consummation by Seller
of the transactions contemplated by this Agreement.

     

    5.4 TITLE
TO ASSETS.

     

    (a)
Seller has good and marketable title to (or a valid leasehold interest in) all
of the Purchased Business and each of the Purchased Assets, free and clear of
all mortgages, liens, pledges, charges, security interests, rights of way,
options, rights of first refusal, conditions, restrictions or encumbrances of
any kind or character, whether or not relating to the extension of credit or the
borrowing of money (collectively, "Encumbrances"), except for the Encumbrances
set forth on Schedule 5.4, and liens for taxes and governmental charges incurred
in the ordinary course of business for Seller's services not yet due and
payable.

     

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    (b) The
Purchased Assets include all assets and properties and all rights that Seller
believes are necessary to carry on the Purchased Business as presently conducted
by Seller. Seller has complete and unrestricted power and the unqualified right
to sell, convey, assign, transfer and deliver the Purchased Assets (subject to
obtaining any consents or waivers of third parties disclosed on Schedule 5.4 and
required in connection with such sale, conveyance, assignment, transfer and
delivery of the Purchased Assets or any part thereof). The instruments of
transfer, conveyance and assignment executed and delivered by Seller to Buyer at
the Closing will be valid and binding obligations of Seller, enforceable in
accordance with their respective terms, except in each case to the extent
limited by application of general principles of equity and by bankruptcy,
insolvency, debtor relief, and similar laws of general application affecting the
enforcement of creditors' rights and debtors' obligations, and sufficient to
transfer, convey and assign to Buyer all of Seller's interest in and to the
Purchased Assets, and sufficient to vest in Buyer the full right, power and
authority to conduct the Purchased Business as presently conducted.

     

    5.5
PERSONAL PROPERTY. Schedule 5.5 attached hereto contains a summary and brief
description of all material tangible personal properties and assets of the
Purchased Business. All such personal property is in good operating condition
and repair (excepting normal wear and tear), is adequate and suitable for the
uses for which intended by Seller in the ordinary course of the Purchased
Business, and there does not exist any condition which interferes in any
material way with the use or economic value thereof.

     

    5.6
AGREEMENTS. Schedule 5.6 attached hereto sets forth a true, complete and correct
list of all Customer Agreements to which and of the Seller were a party as of
the Closing Date.

     

    5.7
CUSTOMERS. Schedule 5.7 attached hereto contains a true and complete list of the
customers of the Purchased Business as of the Closing Date.

     

    5.8
BROKERS. Neither Seller, nor any of its officers, directors, employees or
members, has employed any broker or finder in connection with the transactions
contemplated by this Agreement. Seller shall indemnify, defend and hold Buyer
harmless from any and all claims or losses relating to brokerage fees,
commissions or finder's fees owed or claimed to be owed to any broker or finder
engaged or claimed to be engaged by Seller.

     

    5.9
BENEFIT PLANS/ERISA. Seller is not a party to, and is not a sponsor,
administrator or fiduciary of any employee benefit plan, including, but not
limited to, an employee benefit plan defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") which is maintained
or contributed to by the Company or any organization which is a member of a
controlled group of organizations within the meaning of Code Sections
414(b),

     

    (c), (m)
or (o) of which any of the Sellers is a member (the "Controlled Group") or under
which any of the Sellers or any member of the Controlled Group has any liability
or contingent liability ("Benefit Plans"), and which cover any employee of the
Seller.

     

    5.10
JURISDICTIONS. Seller are duly authorized, qualified, and if required by state
law, licensed to transact the Purchased Business in the states listed on
Schedule 5.10 attached

     

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    hereto.
Seller is current on all reports, fees, and licensing required by the states
listed on Schedule 5.10.

     

    5.11
GOVERNMENTAL APPROVALS AND FILINGS. Except as set forth in Schedule 5.11, Seller
has no Knowledge of any required consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority on the part of the Seller is
required in connection with the execution, delivery and performance of this
Agreement or any of the Related Agreements or the consummation of the
transactions contemplated hereby or thereby.

     

    5.12
ABSENCE OF CHANGES. Except for the execution and delivery of this Agreement and
the transactions to take place pursuant hereto on or prior to the Closing Date,
since August 30, 2004, and except as set forth in Schedule 5.13 and particular
to the business that the Company is in (i.e. not involving the general economy),
there has not been any change, event or development which, individually or
together with other such events, could reasonably be expected to have a Material
Adverse Effect on the Seller or the Purchased Business. Without limiting the
foregoing, except as set forth in Schedule 5.13, there has not occurred between
August 30, 2004 and the Closing Date:

     

    (a) any
physical damage, destruction or other casualty loss (not covered by insurance)
affecting the Purchased Business in an amount exceeding $10,000 individually or
$20,000 in the aggregate;

     

    (b) any
write-off or write-down, or any determination to write off or write down in an
amount exceeding $10,000 individually or $20,000 in the aggregate;

     

    (c) any
re-negotiation of a service agreement between the Seller and a major customer or
any monetary condition contained therein that would exceed $10,000;

     

    (d) any
incurrence of a Lien (other than a Permitted Lien) in excess of $10,000 on any
of the Company's property;

     

    (e) any
(i) amendment of the organizational documents of the Seller, (ii)
re-capitalization, reorganization, liquidation or dissolution of the Seller or
(iii) merger or other business combination involving the Seller;

     

    (f) any
entering into, or material amendment, modification, termination (partial or
complete) or granting of a waiver under or giving any consent with respect to
any Contract or any License that in the aggregate exceed $10,000;

     

    (g) any
commencement or termination by the Seller of any line of business;

     

    (h) any
other material transaction involving or development affecting the Purchased
Business outside the ordinary course of business, consistent with past
practice;

     

    (i) any
entering into a Contract or committing to do or engage in any of the foregoing
after the date hereof;

     

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    (j) any
termination of a material service agreement between the Company and a client of
the Seller;

     

    (k) a
termination of an insurance contract or policy of the Seller that the Seller is
unable to replace within a reasonable time; or

     

    (l) any
distributions to equity holders of the Seller or any payments to employees in
excess of such employees base compensation or to any other persons other than in
the ordinary course of business.

     

    5.13
TAXES.

     

    (a) All
Tax Returns required to be filed by or on behalf of the Seller have been duly
filed on a timely basis and such Tax Returns are true, complete and correct. All
Taxes owed by the, Seller have been paid in full (whether or not shown on or
reportable on such Tax Returns).

     

    (b) All
payroll taxes of the Seller have been paid and/or held in trust awaiting payment
for all payroll processed by the Seller through the date of
Closing.

     

    (c) None
of the Purchased Assets is subject to any Lien arising in connection with any
failure or alleged failure to pay any Tax.

     

    5.14
COMPLIANCE WITH LAWS AND ORDERS. Seller has not at any time within the last five
(5) years, received any notice of a violation of or in default under any Law,
assigned License or Order.

     

    In the
event that Seller fails to comply with any of the requirements of Article V,
Buyer, in its sole discretion, shall be entitled to terminate the Purchase
Agreement and all other agreements relating thereto, and/or offset any losses,
costs, expenses, and liabilities caused by such non-compliance from the
Promissory Note.

     

    ARTICLE VI

     

    REPRESENTATIONS AND WARRANTIES OF
BUYER

     

    Buyer
hereby represents and warrants to Seller as follows:

     

    6.1
ORGANIZATIONAL MATTERS. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada.

     

    6.2
AUTHORITY. Buyer has all requisite corporate power and authority to enter into
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by all necessary corporate action on the
part of Buyer. This Agreement has been duly and validly executed and delivered
by Buyer, and is a valid and binding obligation of Buyer, enforceable in
accordance with its terms.

     

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    6.3
NON-CONTRAVENTION. Neither the execution, delivery and performance of this
Agreement by Buyer, nor the consummation by Buyer of the transactions
contemplated hereby, nor compliance by Buyer with any of the provisions hereof
will:

     

    (a)
conflict with or result in a breach of any provision of the Articles of
Incorporation or Bylaws of Buyer;

     

    (b) cause
a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms of any agreement, instrument or obligation
to which Buyer is a party, or by which any of its properties or assets may be
bound, in each case excluding the Purchased Assets as to which no representation
or warranty is made by Buyer; or

     

    (c)
violate any statute, rule or regulation or judgment, order, writ, injunction or
decree of any court, administrative agency or governmental body, in each case
applicable to Buyer or any of its assets.

     

    No
consent or approval by, or any notification or filing with, and no permit, or
authorization of, any public body or authority is required in connection with
the execution, delivery, and performance by Buyer or the consummation by Buyer
of the transactions contemplated by this Agreement.

     

    6.4
BROKERS. Buyer has engaged Sugarhill Financial Services, LLP ("Sugarhill"), and
agreed to pay a fee to Sugarhill upon the completion of the transaction that is
the subject of this Agreement. Neither Buyer nor its officers, directors,
employees or members, has employed any other broker or finder in connection with
the transactions contemplated by this Agreement. Buyer shall indemnify, defend
and hold Seller harmless from any and all claims or losses relating to brokerage
fees, commissions or finder's fees owed or claimed to be owed to any broker or
finder engaged or claimed to be engaged by Buyer.

     

    ARTICLE VII

     

    COVENANTS OF
SELLERS

     

    Seller
hereby covenants and agrees with Buyer as follows:

     

    7.1
ACCESS TO PROPERTIES AND RECORDS. Seller will give to Buyer and to its counsel,
accountants, and other representatives reasonable access during normal business
hours to its properties, personnel, books, tax returns, contracts, commitments
and records and the right to make copies thereof. Seller will furnish to Buyer
and such representatives all such additional documents and financial and other
information concerning the Purchased Business as Buyer or its representatives
may from time to time reasonably request and permit Buyer and such
representatives to examine all records and working papers relating to the
preparation, review and audits of the financial statements and tax returns
relating to the Purchased Business.

     

    7.2
APPROVALS. Seller will use all reasonable effort to obtain in writing prior to
the Closing Date all approvals, consents and waivers required to be obtained by
Seller in order to

     

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    effectuate
the transactions contemplated hereby, and Seller shall obtain all such
approvals, consents, and waivers prior to the Effective Date.

     

    7.3
FURTHER ASSURANCES. Seller will at any time and from time to time after the
Closing, upon the request of Buyer, do, execute, acknowledge and deliver, and
cause to be done, executed, acknowledged or delivered, all such further acts,
deeds, assignments, transfers, conveyances, powers of attorney or assurances as
may be required for the better transferring, assigning, conveying, granting,
assuring and confirming to Buyer, or for aiding and assisting in the collection
of or reducing to possession by Buyer, of the Purchased Assets, or to vest in
Buyer good, valid and marketable title to the Purchased Assets and otherwise to
consummate the transactions contemplated by this Agreement.

     

    7.4
RESTRICTIVE COVENANTS.

     

    (a)
COVENANT NOT TO COMPETE. Seller, and its respective successors, assigns,
affiliates, and subsidiaries, and Marcia J. Sartori, individually, and William
R. Sartori II, individually, shall not, for a period of two years from the
Closing Date, for any reason, directly or indirectly, engage in any business or
venture that is similar to, or competes with, the business of Buyer within the
Commonwealth of Pennsylvania, and the states of Maryland, Ohio, West Virginia,
and any other state in which Seller conducted business prior to the Closing
Date.

     

    (b)
COVENANT NOT TO SOLICIT OR SELL TO CUSTOMERS. In addition to the restrictions
described in paragraph 7.4(a), Seller and its successors, assigns, subsidiaries
or affiliates, Marcia J. Sartori, individually, and William R. Sartori II,
individually, shall not, for a period of two years from the Closing Date, for
any reason, directly or indirectly, sell, offer or solicit Competitive Services,
(as defined in paragraph 7.4 (d)), to any current or former customer, or
prospective customer of the Seller, its subsidiaries, affiliates or franchisees,
without the prior written consent of the Buyer.

     

    (c)
COVENANT NOT TO INTERFERE. Seller and its successors, assigns, subsidiaries or
affiliates, and Marcia J. Sartori, individually, and William R. Sartori II,
individually, shall not, during the two year period immediately following the
Closing Date, for any reason, employ or attempt to employ any employee of Buyer
(as of the Closing Date) or any former employee of Seller, or otherwise
encourage or attempt to encourage any such person to leave their respective
employment.

     

    (d)
DEFINITIONS. References to "former" customers shall mean a person that was a
customer of the Seller during the twelve (12) month period prior to the Closing
Date and references to "prospective" customers shall mean a person to whom the
Seller has made a presentation within the twelve (12) month period prior to the
Closing Date. The Term "Competitive Services" shall include employee leasing
services, payroll outsourcing, human resources advice and outsourcing, temporary
staffing services, "temp to hire" assignments, or what is commonly referred to
as payrolling.

     

    (e)
Divisibility OF COVENANT PERIOD. If any portion of the restrictive covenants
contained herein is held to be unreasonable, arbitrary or against public policy,
each covenant shall be considered divisible as to time, customer base and
personnel,

     

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    such that
each month within the specified period shall be deemed a separate period of
time, each customer shall be deemed a separate customer, resulting in an
intended requirement that the duration of time and lesser time and largest
lesser customer base and personnel base determined not to be unreasonable,
arbitrary or against public policy shall remain effective and be specifically
enforceable against the Seller.

     

    (f)
COVENANT INDEPENDENT. Each restrictive covenant set forth in this Agreement
shall be construed as a covenant independent of any other covenant or provision
of this Agreement or any other agreement which the Seller or the Sartoris may
have, whether fully performed or executory, and the existence of any claim or
cause of action by the Seller against the Buyer, whether predicated upon another
covenant or provision of this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Buyer of such restrictive
covenant.

     

    (g)
ASSIGNABILITY; SURVIVAL OF COVENANTS. All restrictive covenants contained in
this Agreement shall be fully assignable to any successor or transferee of the
Buyer with the written consent of the Seller, which consent shall not be
unreasonably withheld. Notwithstanding this restriction on assignment, Buyer may
assign the restrictive covenants contained herein to an affiliate of Buyer
without the prior, written consent of any party to this Agreement. In the event
of such an assignment, the parties agree and understand that the restrictive
covenants shall be enforceable only to the extent as they would apply prior to
any assignment.

     

    In the
event that Seller violates a restrictive covenant described in Section 7.4,
Buyer must provide Seller with notice of such violation and give Seller a 10 day
cure period which if not resolved after such cure period to the satisfaction of
Buyer, Buyer, in its sole discretion, shall be entitled to terminate the
Purchase Agreement and all other agreements relating thereto and/or offset any
losses, costs, expenses, and liabilities caused by such non-compliance from the
Promissory Note.

     

    7.5
CONDUCT AND TRANSACTIONS PRIOR TO THE EFFECTIVE DATE. From and after the Closing
Date until the Effective Date, except to the extent stated in this Agreement or
otherwise consented to in writing by Buyer:

     

    (a) In
accordance with the terms and conditions of the Management Agreement, Seller
will not manage the Purchased Business after the Closing Date. Seller also
agrees not take any actions regarding the Purchased Business that would be
contrary to the manner that Seller presently conducts the Purchased Business, or
otherwise damaging to the Purchase Business. Seller agrees that it will not take
or cause any action that would be harmful to the Purchased Business, including,
but not limited to, any actions directed towards its employees, representatives
and agents of the Purchased Business. Seller shall not take or omit to take any
action which causes, or which is likely to cause, any deterioration of its
present business or relationships with suppliers or customers.

     

    (b)
Subject to the terms and conditions of the Management Agreement, Seller will
maintain the Purchased Assets in substantially the same condition and repair as
such properties and assets are maintained as of the date hereof, ordinary wear
and

     

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    tear
excepted, and shall take all reasonable steps necessary to maintain and protect
the Purchased Business.

     

    (c)
Seller shall cooperate fully with Buyer to keep the Purchased Assets insured to
the same extent as insured on the date hereof.

     

    (d)
Seller shall not take any action or omit to take any action that could cause
(with or without the giving of notice or the passage of time or both) the
breach, default, acceleration, amendment, termination or waiver of or under the
Purchase Agreement or the imposition of any lien, encumbrance, mortgage or other
claim or charge against the Purchased Assets.

     

    (e)
Seller will maintain its books, accounts and records in accordance with good
business practice and generally accepted accounting principles consistently
applied.

     

    (f)
Seller shall not take any action that would cause its representations and
warranties set forth herein not to be true and correct at and as of the Closing
Date as if made at and as of such time.

     

    (g)
Seller shall not do any of the following without the prior written, consent of
the President of TRSG:

     

    (1) other
than as approved by Buyer pursuant to the Management Agreement, and for amounts
due to Worksite Employees by contract, make any distributions or payments to any
person of funds from the operations of the Purchased Business;

     

    (2) Open
or close any bank accounts relating to the Purchased Business;

     

    (3)
Withdraw any funds from any bank account listed on Schedule 7.6(g)(iii) attached
hereto;

     

    (4) Enter
into a contract relating in any way to the Purchased Business;

     

    (5) Hire
any employee without the prior, written approval of Gary Musselman, President of
Buyer;

     

    (6) Other
than as required to process and deliver payroll to Worksite employees pursuant
to a client invoice for which the client has provided funds for such payroll,
transfer any funds from a bank account of the Purchased Business, or Seller in
any manner whatsoever, including, but not limited to, via check, draft, money
order, wire, or ACH;

     

    (h)
Seller shall continue to employ all employees who work at a client location who
are subject to a written agreement between Seller and a client ("Worksite
Employee"). Although Seller will outsource operational tasks to Buyer pursuant
to the Management Agreement, Seller shall continue to be responsible to process
the payroll of

     

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    all
Worksite Employees, collect and remit payroll taxes of the Worksite Employees,
and comply with all terms and conditions of all client contracts, all subject to
the terms and conditions of the Management Agreement; or

     

    (i) Cause
or allow any of the Purchased Assets to become encumbered or subject to any lien
or security interest of any kind.

     

    In the
event that Seller fails to comply with any of the requirements of Section 7.5,
Buyer must provide Seller with notice of such violation and give Seller a 10 day
cure period which if not resolved after such cure period, Buyer, in its sole
discretion, shall be entitled to terminate the Purchase Agreement and all other
agreements relating thereto and/or offset any losses, costs, expenses, and
liabilities caused by such non-compliance from the Promissory Note.

     

    ARTICLE VIII

     

    COVENANTS OF
BUYER

     

    8.1
CONFIDENTIALITY; RETURN OF DOCUMENTS. Unless and until the transactions
contemplated by this Agreement are consummated on the Closing Date (or other
date mutually agreed upon by the parties hereto), Buyer will keep in confidence
all proprietary and financial information of Seller including information
concerning its customers, and will not, except to the extent required by law,
financing and securities disclosure requirement or to the extent any such
information is otherwise publicly available or received from a third party not
affiliated with Seller, without the prior written consent of Seller, reveal any
such financial or proprietary information to any third party other than
affiliates or representatives of Buyer and potential lenders, investors and
other providers of funds each of whom shall agree to be bound by the same
restrictions with respect to confidentiality imposed on Buyer hereunder. If the
transactions contemplated by this Agreement are not consummated, Buyer will
return to Seller, at Seller' request, all documents supplied to Buyer by Seller
and notes derived therefrom, pursuant to the provisions of this
Agreement.

     

    8.2
FUNDING ADVANCES TO SELLER PRIOR TO EFFECTIVE DATE. In the event that, based on
the performance of the Purchased Business between the Closing Date and the
Effective Date, Seller experiences a net loss from revenues, Buyer agrees to
provide funds, the amount to be in the sole discretion of Buyer, to cover any
such losses.

     

    ARTICLE IX

     

    INDEMNIFICATION

     

    9.1
INDEMNIFICATION.

     

    (a)
Seller Indemnity. Seller will indemnify, defend and save Buyer harmless from,
against, for and in respect of the following:

     

    (1) any
and all liabilities and obligations of Seller (whether absolute, accrued,
contingent or otherwise and whether a contractual, tax or any other
type

     

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    of
liability, obligation or claim) not specifically assumed by Buyer pursuant to
this Agreement and the Assumption Agreement;

     

    (2) any
damages, losses, obligations, liabilities, claims, actions or causes of action
sustained or suffered by Buyer and arising from a breach of any material
representation or warranty of Seller contained in or made pursuant to this
Agreement (including the Schedules and Exhibits attached hereto), or in any
certificate, instrument or agreement delivered by Seller pursuant hereto or in
connection with the transactions contemplated hereby;

     

    (3) any
damages, losses, obligations, liabilities, claims, actions or causes of action
sustained or suffered by Buyer and arising from a breach of any material
covenant or agreement of Seller contained in or made pursuant to this Agreement;
and

     

    (4) all
reasonable costs and expenses (including, without limitation, reasonable
attorneys', accountants', and other professional fees and expenses) incurred by
Buyer in connection with any action, suit, proceeding, demand, investigation,
assessment or judgment incident to any of the matters indemnified against under
this

     

    Section
9.2(a).

     

    (b)
Buyer's Indemnity. Buyer will indemnify, defend and save Seller harmless from,
against, for and in respect of the following:

     

    (1) any
liabilities or obligations of Seller assumed by Buyer pursuant to this Agreement
and the Assumption Agreement;

     

    (2) any
damages, losses, obligations, liabilities, claims, actions or causes of action
sustained or suffered by Seller and arising from a breach of any representation
or warranty of Buyer contained in or made pursuant to this Agreement or in any
certificate, instrument or agreement delivered by it pursuant hereto or in
connection with the transactions contemplated hereby;

     

    (3) any
damages, losses, obligations, liabilities, claims, actions or causes of action
sustained or suffered by Seller and arising from a breach of any covenant or
agreement of Buyer contained in or made pursuant to this Agreement;
and

     

    (4) all
reasonable costs and expenses (including, without limitation, reasonable
attorneys', accountants', and other professional fees and expenses) incurred by
Seller in connection with any action, suit, proceeding, demand, investigation
assessment or judgment incident to any of the matters indemnified against under
this

     

    Section
9.2(b).

     

    9.2 THIRD
PARTY Claims. With respect to claims resulting from assertion of liability by
third parties, the obligations and liabilities of the party responsible for
indemnification (the "Indemnifying Party") hereunder with respect to
indemnification claims by the party entitled to indemnification (the
"Indemnified Party") will be subject to the following terms and
conditions:

     

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    (a) The
Indemnified Party will give prompt written notice to the Indemnifying Party of
any assertion of liability by a third party which might give rise to a claim by
the Indemnified Party against the Indemnifying Party based on the indemnity
agreements contained in

    Section
9.2 hereof, stating the nature and basis of said assertion and the amount
thereof, to the extent known.

     

    (b) If
any action, suit or proceeding is brought against the Indemnified Party, with
respect to which the Indemnifying Party may have liability under the indemnity
agreement contained in Section 9.2 hereof, the action, suit or proceeding will,
upon the written agreement of the Indemnifying Party that it is obligated to
indemnify under the indemnity agreement contained in Section 9.2 hereof, be
defended (including all proceedings on appeal or for review which counsel for
the defendant shall deem appropriate) by the Indemnifying Party at the expense
of the Indemnifying Party. The Indemnified Party will have the right to select
legal counsel in any such case, and the fees and expenses of such counsel will
be at the expense of the Indemnifying Counsel. If the Indemnifying Party does
not agree, promptly after the notice to it provided in subsection (a) above,
that it is obligated to indemnify under the indemnity agreement contained in
Section 9.2 hereof, that such Indemnified Party reasonably concludes that such
action, suit or proceeding involves to a significant extent matters beyond the
scope of the indemnity agreement contained in Section 9.2 hereof, or that there
may be defenses available to it which are different from or additional to those
available to the Indemnifying Party, the Indemnifying Party will not have the
right to direct the defense of such action, suit or proceeding on behalf of the
Indemnified Party and that portion of such fees and expenses reasonably related
to matters covered by the indemnity agreement contained in Section 9.2 hereof
will be borne by the Indemnifying Party. The Indemnified Party will be kept
fully informed of such action, suit or proceeding at all stages thereof whether
or not it is so represented. The Indemnifying Party will make available to the
Indemnified Party and its attorneys and accountants all books and records of the
Indemnifying Party relating to such proceedings or litigation and the parties
hereto agree to render to each other such assistance as they may reasonably
require of each other in order to ensure the proper and adequate defense of any
such action, suit or proceeding.

     

    (c) The
Indemnifying Party will not make any settlement of any claims without the
written consent of the Indemnified Party, provided, that if the Indemnified
Party fails to consent to a settlement of any claim, demand, suit or cause of
action described in this Section 9.3, the Indemnifying Party's obligation to
indemnify an award of damages shall in no event exceed the amount that the
Indemnifying Party would have been required to indemnify for had such settlement
offer been accepted by the Indemnified Party.

     

    ARTICLE X

     

    MISCELLANEOUS

     

    10.1
EXPENSES; TRANSFER TAXES. All fees, costs and expenses incurred by Seller in
connection with, relating to or arising out of the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby, including, without limitation, legal and accounting fees
and expenses, will be borne by Seller. All fees and expenses

     

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    incurred
by Buyer in connection with this Agreement will be borne by Buyer. All
registration, recording or transfer taxes which may be payable in connection
with the transactions contemplated by this Agreement will be paid by
Buyer.

     

    10.2
PARTIES IN INTEREST. This Agreement is not assignable by either Buyer or Seller
without the prior written consent of the other, except that without relieving
Buyer of any of its obligations under this Agreement, Buyer may assign this
Agreement to any subsidiary or affiliate of Buyer. Subject to the foregoing,
this Agreement will be binding upon, inure to the benefit of, and be enforceable
by, the respective successors, heirs, legal representatives, and assigns of the
parties hereto. This Agreement constitutes an agreement among the parties hereto
and none of the agreements, covenants, representations or warranties contained
herein is for the benefit of any third party not a party to this
Agreement.

     

    10.3
ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including the Schedules and
Exhibits attached hereto) contains the entire understanding of the parties with
respect to its subject matter. This Agreement supersedes all prior agreements
and understandings between the parties with respect to the subject matter
hereof. This Agreement may be amended only by a written instrument duly executed
by the parties, and any condition to a party's obligations hereunder may only be
waived in writing by such party.

     

    10.4
HEADINQS. The article and section headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.

     

    10.5
NOTICES. All notices, claims, certificates, requests, demands and other
communications hereunder will be in writing and shall be deemed given if
delivered personally, if mailed (by registered or certified mail, return receipt
requested and postage prepaid), if sent by reputable overnight courier service
for next business day delivery, or if sent by facsimile transmission, as
follows:

     

    
      	IF
      TO SELLER:	WITH
      A COPY TO:
	Marcia
      J. Sartori	Joseph
      F. Weis, Esq.
	YourStaff
      SolutionsTM 	Lynch
      Weis, LLC
	615
      Fifth Avenue Suite 200	101
      Smith Drive
	Coraopolis,
      PA 15108	Cranberry
      Twp., PA 16066
	 	 
	IF
      TO BUYER:	WITH
      COPY TO:
	Gary
      Musselman	Brian
      Nugent, Esq.
	Asmara
      Services II, Inc.	215
      West Oak Street
	10108
      Industrial Drive	Tenth
      Floor
	Pineville,
      North Carolina 28134	Fort
      Collins, Colorado 80521


    

     

    or to
such other address as the party to whom notice is to be given may have furnished
to the other party in writing in accordance herewith. Any such communication
will be effective on the date of receipt (or, if received on a non-business day,
on the first business day after the date of receipt).

     

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    10.6
PUBLICITY. The parties agree that, except as otherwise required by law, the
issuance prior to Closing of any reports, statements or releases pertaining to
this Agreement or the transactions contemplated hereby will require the prior,
written consent of the Buyer. Buyer agrees to provide to Seller a copy of any
written materials that Buyer intends to publish regarding the Asset Purchase and
Buyer has 48 hours to provide its comments.

     

    10.7
COUNTERPARTS. This Agreement may be signed in any number of counterparts and by
different parties in separate counterparts, each of which will be deemed an
original instrument, but all of which together will constitute one agreement.
This Agreement will become effective when one or more counterparts have been
signed by Seller and Buyer, and delivered to Buyer and Seller, respectively. Any
party may deliver an executed copy of this Agreement (and an executed copy of
any documents contemplated by this Agreement) by facsimile transmission to
another party, and such delivery will have the same force and effect as any
other delivery of a manually signed copy of this Agreement (or such other
document).

     

    10.8
GOVERNING LAW. This Agreement will be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania.

     

    10.9
GENDER. Any reference to a particular gender will be deemed to include all other
genders unless the context otherwise requires.

     

    10.10
WAIVERS. Any provision of this Agreement may be waived only by a written
instrument executed by the party to be charged with such waiver. The waiver by
any party hereto of a breach of any provision of this Agreement will not operate
or be construed as a waiver of any subsequent breach.

     

    10.11
DEFINED TERMS. Throughout this Agreement various terms have been defined by
being enclosed in quotation marks, usually in parentheses, and used with their
initial letters capitalized. Unless the context otherwise requires, such defined
terms will have their designated meaning whenever used in this Agreement or any
attached schedules. Unless an express reference is made to a different document,
all references to a Section or Article shall be understood to refer to the
indicated Section or Article of this Agreement, and all references to a Schedule
or Exhibit shall be understood to refer to the indicated Schedule or Exhibit
attached to this Agreement.

     

    10.12
TIME. Time is of the essence to the performance of the obligations set forth in
this Agreement.

     

    10.13
CONSTRUCTION. This Agreement is the result of negotiations between Seller and
Buyer. No provision of this Agreement shall be construed against a party because
of such party's role as the drafter of the provision.

     

    10.14
ATTORNEYS' FEES. If there is any litigation related to this Agreement or the
transactions contemplated by this Agreement, each party will be responsible for
its own costs and expenses (including, without limitation, reasonable
attorneys', accountants' and other professional fees and expenses).

     

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    DEFINITIONS

     

    Definitions.
As used herein, the following terms have the meanings set forth
below:

     

    "Actions
or Proceedings" means any action, suit, proceeding, arbitration or investigation
or audit by any Governmental or Regulatory Authority. "Affiliate" means any
Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with the Person
specified.

     

    "Books
and Records" means all documents, instruments, papers, books and records, books
of account, files and data (including customer and supplier lists), catalogs,
brochures, sales literature, promotional material, certificates and other
documents used in or associated with the conduct of the Business or the
ownership of the Company's property, including, without limitation, financial
statements, Tax Records (including Tax Returns), ledgers, minute books, copies
of Contracts, Licenses and Permits, operating data and environmental studies and
plans.

     

    "Business"
means the business and goodwill of the Company as a going concern. "Claim" means
any action, suit, proceeding, hearing, investigation, litigation, charge,
complaint, claim or demand.

     

    "Code"
means the Internal Revenue Code of 1986, as amended.

     

    "Contract"
means any agreement, lease, evidence of Indebtedness, mortgage, indenture,
security agreement or other contract or agreement (whether written or
oral).

     

    "Disclosure
Schedule" means the schedules attached hereto and incorporated herein by
reference of the Seller and the Buyer as appropriate in the context and as
referenced throughout this Agreement.

     

    "GAAP"
means generally accepted accounting principles consistently applied (as such
term is used in the American Institute of Certified Public Accountants
Professional Standards) as of the date of the Financial Statements 

     

    "Governmental
or Regulatory Authority" means any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the United States, any
foreign country or any domestic or foreign state, county, city or other
political subdivision.

     

    "Indebtedness"
of any Person means any obligations of such Person (a) for borrowed money, (b)
evidenced by notes, bonds, indentures or similar instruments, (c) for the
deferred purchase price of goods and services (other than trade payables
incurred in the ordinary course of business), (d) under capital leases and (e)
in the nature of guarantees of the obligations described in clauses (a) through
(d) above of any other Person.

     

    "Intellectual
Property" means all know-how, patents, copyright registrations, trademark and
service mark registrations, applications for any of the foregoing, whether or
not registered, all designs, copyrights, trademarks, service marks, trade names,
secret formulae, trade secrets, secret processes, computer programs and
confidential information, including all rights to any such property that is
owned by and licensed from others and any goodwill associated with any of the
above.

     

    "Knowledge
of the Seller," "the Seller's Knowledge," or other like words mean the knowledge
of the Company, Shareholders and the individuals set forth in

     

    Section
9.1 of the Disclosure Schedule after due inquiry.

     

    "Laws"
means all laws, statutes, rules, regulations, ordinances and other
pronouncements in effect on the date of this Agreement having the effect of law
of the United States, any foreign country or any domestic or foreign state,
county, city or other political subdivision or of any Governmental or Regulatory
Authority.

     

    20

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Liabilities"
means all Indebtedness and other liabilities, including, without limitation,
strict liability, and obligations to pay, perform or discharge any costs,
expenses and obligations of a Person (whether known, unknown, absolute, accrued,
contingent, fixed or otherwise or whether due or to become due) and all costs,
expenses and obligations related to any of the foregoing. "Licenses" means all
licenses, permits, certificates of authority, authorizations, approvals,
registrations, franchises, and similar consents granted or issued by any Person
and are associated with or necessary to operate the Company and/or used in
connection with the Business.

     

    "Liens"
means any mortgage, pledge, assessment, security interest, lease, lien, adverse
claims, levy, charge, option, right of first refusal, charges, debentures,
indentures, deeds of trust, easements, rights-of-way, restrictions,
encroachments, licenses, leases, permits, security agreements, or other
encumbrance of any kind and other restrictions or limitations on the use or
ownership of real or personal property or irregularities in title thereto or any
conditional sale Contract, title retention Contract or other Contract to give
any of the foregoing.

     

    "Material
Adverse Effect" means, with respect any Person, material adverse changes in the
business, assets, financial condition, results or prospects of operations of
such Person.

     

    "Order"
means any writ, judgment, decree, injunction or similar order of any
Governmental or Regulatory Authority (in each such case whether preliminary or
final). "Related Agreements" means any other agreement, certificate or similar
document executed pursuant to this Agreement.

     

    "Taxes"
means any and all taxes, fees, levies, duties, tariffs, import and other
charges, imposed by any taxing authority, together with any related interest,
penalties or other additions to tax, or additional amounts imposed by any taxing
authority, and without limiting the generality of the foregoing, shall include
net income taxes, alternative or add-on minimum taxes, gross income taxes, gross
receipts taxes, sales taxes, use taxes, ad valorem taxes, value added taxes,
franchise taxes, profits taxes, license taxes, transfer taxes, recording taxes,
escheat taxes, withholding taxes, payroll taxes, employment taxes, excise taxes,
severance taxes, stamp taxes, occupation taxes, premium taxes, property taxes,
windfall profit taxes, environmental taxes, custom duty taxes or other
governmental fees or other like assessments or charges of any kind whatsoever,
and any transferee or secondary liability in respect of any tax (whether imposed
by Law, contract or otherwise).

     

    "Tax
Returns" means all reports, estimates, declarations of estimated tax,
information statements and returns relating to, or required to be filed in
connection with, any Taxes, including information returns or reports with
respect to backup withholding and other payments to third parties. Other Terms.
Other terms may be defined elsewhere in the text of this Agreement and shall
have the meaning indicated throughout this Agreement. Other Definitional


     

    Provisions.

     

    The words
"hereof," "herein" and "hereunder," and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not any particular
provision of this Agreement.

     

    The terms
defined in the singular shall have a comparable meaning when used in the plural,
and vice versa.

     

    The terms
defined in the neuter or masculine gender shall include the feminine, neuter and
masculine genders, unless the context clearly indicates otherwise.

     

    For
purposes of this Agreement, "ordinary course of business" shall include, without
limitation negotiating contract renewals consistent with past
practices.

     

    (Signature
Page to Follow)

     

    21

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered on the date first above written.

     

    
      	 	SELLER:	 	 	BUYER:	 
	 	 	 	 	 	 
	 	ROSSAR
      HR, LLC	 	 	THE
      RESOURCING SOLUTIONS GROUP, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:  
      

            	
              /s/ MARCIA J.
      SARTORI

            	 	
              By:  
      

            	
              /s/ GARY
      MUSSELMAN

            	 
	 	
              Marcia J.
      Sartori, Managing Member

            	 	 	
              President

            	 
	 	
              40%
      Owner

            	 	 	
               

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:  
      

            	/s/
      WILLIAM R. SARTORI II	 	 	 	 
	 	William
      R. Sartori II, Member	 	 	 	 
	 	60%
      Owner	 	 	 	 


    

    
 

    The
following individuals are signing this Agreement only in regards to the
covenants made in Section 7.4 herein:

     

    
      	 	MARCIA
      J. SARTORI	 	 	WILLIAM
      R. SARTORI II	 
	 	 	 	 	 	 
	 	
              /s/ MARCIA J.
      SARTORI

            	 	 	
              /s/ WILLIAM R.
      SARTORI II

            	 


    

    
 

    22

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    MANAGEMENT
AGREEMENT

     

    THIS
MANAGEMENT AGREEMENT (the "Agreement") is entered into as of September , 2004,
by and between ROSSAR HR, LLC, a Pennsylvania Limited Liability corporation
("Client"), and The Resourcing Solutions Group, Inc, a Nevada corporation
("TRSG"). All terms used but not otherwise defined herein shall have the meaning
assigned to them in that certain Asset Purchase Agreement dated September ,
2004, by and between Client and TRSG (the "Purchase Agreement"). This Agreement
shall be executed on the Closing Date.

     

    WHEREAS,
Client and TRSG have executed the Purchase Agreement whereby TRSG has agreed,
pursuant to the terms and conditions of the Purchase Agreement, to purchase
substantially all of the operating assets of Client, effective January 1,
2005;

     

    WHEREAS,
the parties desire that between the Closing Date and the Effective Date, TRSG
should manage the Purchased Business and employ the necessary full and part-time
non-Worksite employees of Client;

     

    WHEREAS,
Client desires, and TRSG has agreed to provide, certain management services to
Client as a result of the execution of the parties of the Purchase Agreement;
and

     

    WHEREAS,
Client and TRSG desire to set forth herein the terms under which the services
will be provided.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual promises set
forth below and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1
SERVICES

     

    1.1
DESCRIPTION OF SERVICES. TRSG agrees during the term of this Agreement to
provide services as described herein relating to the operations and management
of the Purchased Business as more fully described in Exhibit A, which is
incorporated herein by reference (collectively, the "Services"). Client
understands that as a result of this Agreement and the Services provided herein,
Client is agreeing to delegate completely to TRSG the responsibility to manage
the operations of the Purchased Business, and further understands that Client is
agreeing to follow the directions and instructions of TRSG with respect to the
management of the Purchased Business. The parties agree and understand that TRSG
is not assuming any obligations or liabilities of Client by way of this
Agreement.

     

    Any
services not specifically described in Exhibit "A" are not included in the
definition of "Services". Any additional services shall be performed at a cost
that is mutually agreed upon by Client and TRSG.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2
INDEPENDENT CONTRACTOR. TRSG and its subcontractors, employees and agents are
independent contractors as to Client for all purposes related to and at all
times during this Agreement. TRSG has the responsibility for, and control over,
the means and details of performing the Services in accordance with this
Agreement, and all Services performed by such persons shall be controlled and
supervised exclusively by TRSG, other than as stated otherwise in this
Agreement, subject to the ability of Client to identify deficiencies of any such
Service provided. Other than where direct payments shall be paid by Client
directly to third party service providers, Client will incur no responsibility
or obligation to subcontractors, employees and agents or other parties utilized
by TRSG to perform Services.

     

    1.3 SCOPE
OF SERVICES. During the term hereof, TRSG shall devote such resources as are
necessary for the rendering of the Services.

     

    1.4
INSURANCE COVERAGE. Client shall maintain all insurance coverage(s) in effect as
of the Closing Date relating to the Purchased Business, including, but not
limited to the insurance policies listed on Exhibit "B" attached hereto and made
a part hereof, and Client shall not reduce, cancel or non-renew any such
insurance coverage during the Term of this Agreement. Although Client shall be
responsible for paying for such insurance, TRSG, pursuant to its duties under
this Agreement, shall be responsible for remitting the funds on behalf of Client
for such insurance.

     

    1.5
TAXES. TRSG shall have no responsibility or obligation under this Agreement to
provide payroll to any employees reported under the Federal Employer
Identification Number ("FEIN") of Client or one of its affiliates, or collect
any payroll taxes for such employees of Client or one of its affiliates.
However, TRSG shall have the responsibility under this Agreement to make any and
all tax payments on behalf of Client that are due based on amounts received from
customers of Client .

     

    2
COMPENSATION

     

    2.1 FEES
AND EXPENSES. For and in consideration of the Services to be provided by TRSG,
and subject to the limitations set forth below, TRSG shall be paid by Client via
TRSG collecting the fees as described in Exhibit "C" attached hereto, and
incorporated herein by reference. In addition to the fees described in Exhibit
"C", TRSG shall collect for reimbursement for all out-of-pocket costs reasonably
and directly incurred by TRSG to third parties (other than Affiliates of TRSG)
as a result of the performance of the Services in the ordinary course of
business.

     

    2.2
PAYMENT PROCEDURES. No more frequently than monthly throughout the term of this
Agreement, TRSG shall submit a summary of its Fees under this Agreement to
Client. Payments shall be made as described in Exhibit "C" attached
hereto.

     

    3 TERM
AND TERMINATION

     

    3.1 TERM.
Subject to Section 3.2 below, the term of this Agreement begins on the Closing
Date and shall end on either the Effective Date, or if the Asset Purchase
contemplated in the Purchase Agreement does not occur, or the Purchase
Agreement

     

    -2-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    is
terminated, then TRSG shall provide Client with 30 days written notice of
termination (the "Termination Date"). TRSG shall be required to perform all of
the Services up to the Termination Date unless otherwise instructed by
Client.

     

    3.2
TERMINATION. No Termination of Agreement by Client. So long as the Purchase
Agreement is in effect and the Effective Date has not yet occurred, Client may
not terminate this Agreement. If the Purchase Agreement has been terminated,
then Client may terminate this Agreement by providing to Buyer 10 days written
notice of termination. Sellers shall be obligated to pay all fees earned under
this Agreement through the effective date of such a termination.

     

    4
INDEMNIFICATION

     

    4.1
INDEMNIFICATION BY TRSG. TRSG shall indemnify, defend and hold harmless Client,
and its directors, officers, employees, and agents from and against any and all
losses, claims, actions, damages, liabilities, costs and expenses (including
reasonable attorneys' fees and court costs) caused by any act or omission of
TRSG or its agents, employees, representatives or contractors under this
Agreement.

     

    4.2
INDEMNIFICATION BY CLIENT. Client shall indemnify, defend and hold harmless
TRSG, and its directors, officers, employees and agents from and against any and
all losses, claims, actions, damages, liabilities, costs and expenses (including
reasonable attorneys' fees and court costs) caused by any act or omission by
Client or its agents, employees, representatives or contractors (other than
TRSG) under this Agreement. including, but not limited to, any act or omission
relating to Client's employment of Worksite Employees, Client's breach of
contract with a customer of Client, or any failure of Client to pay premiums,
collect and remit taxes, or administer any employee welfare benefit or other
plan, if directed by TRSG to do so.

     

    4.3.
PROCEDURE. The procedure for seeking indemnification under this Agreement shall
be governed by and implemented in accordance with Section 10.3 of the Purchase
Agreement.

     

    5
MISCELLANEOUS

     

    5.1
NON-WAIVER. No failure of any party to exercise any power or right under this
Agreement or to insist on compliance with any obligation under this Agreement,
and no custom or practice of any other party that varies from the terms of this
Agreement, shall waive the right of the first party to demand full compliance
with this Agreement.

     

    5.2
SEVERABILITY. In the event any court holds one or more clauses of this Agreement
void or unenforceable, TRSG and Client shall treat that clause or those clauses
as separate and shall treat the remainder of this Agreement as valid and in full
force and effect. The terms of this Agreement shall be equitably adjusted to
compensate the appropriate party for any consideration lost because of the
elimination of the clause or clauses. Should any term of this Agreement be
considered void or inconsistent with Pennsylvania law, then such term shall be
void and any inconsistency

     

    -3-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    shall be
construed and governed by Pennsylvania law to the extent the term is void or
inconsistent.

     

    5.3
GOVERNING LAW. This Agreement shall be interpreted in accordance with the
Commonwealth of Pennsylvania applicable to contracts made and performed (or as
if they were made and performed) entirely in Pennsylvania.

     

    5.4
ENTIRE AGREEMENT. This Agreement and the Purchase Agreement constitute the
entire agreement of the parties regarding the subject matter hereof, is a
complete, exclusive statement thereof, and supersedes any and all prior or
contemporary agreements and understandings.

     

    5.5
NOTICE. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered personally or by overnight
delivery service or marked by certified or registered mail, return receipt
requested and postage prepaid, or sent by facsimile addressed to the relevant
party at its address and facsimile number as follows:

     

    
       

      
        	TO
      THE BUYER: 	WITH
      A COPY TO:
	 	 
	Gary
      Musselman	Brian
      Nugent, Esq.
	President	Law
      Offices of Brian Nugent,  P.A.
	TRSG	550
      North Reo Street
	1080
      Industrial Drive	Suite
      300
	Pineville,
      North Carolina	Tampa,
      FL  33607-1065
	Facsimile:
      (704) 501-5651	Facsimile:  (970)
      482-0819
	 	 
	TO
      THE CLIENT:	WITH
      COPY TO:
	 	 
	Marcia
      Sartori	Joseph
      F. Weis, Esq.
	YourStaff
      Solutions(TM)	Lynch
      Weis, LLC
	615
      Fifth Avenue, Suite 200	101
      Smith Drive, Suite 10
	Coraopolis,
      PA  15108	Cranberry,
      PA  16066
	Facsimile:  (412)
      264-5499	Facsimile:  (724)
      776-8001


      

       

    

    or to
such other address or facsimile number as any party may provide to the other
party in writing. All such notices and other communications shall be effective
on the date of delivery, mailing, or facsimile transmission, as the case may
be.

     

    5.6
AMENDMENT. No modifications of this Agreement shall be valid unless made in
writing and signed by each of the parties hereto.

     

    5.7
ASSIGNMENT. Neither party shall assign, in whole or in part, any of its rights,
obligations or benefits under this Agreement without the prior written consent
of the other party, which consent shall not be unreasonably
withheld.

     

    -4-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.8
SURVIVAL. The provisions of Section 5 of this Agreement and this Section
5.8 shall survive the expiration or termination of this Agreement, and shall be
enforceable thereafter to the full extent permitted by law.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    THE RESOURCING SOLUTIONS GROUP,
INC

     

    
      	 	 	 	 	 	 
	
              By:  
      

            	
              /s/
      GARY MUSSELMAN

            	 	 	 	 
	 	
              GARY
      MUSSELMAN

            	 	 	 	 
	 	
              PRESIDENT

            	 	 	 	 


    

     

    ROSSAR HR, LLC

     

    
      
        	 	 	 	 	 	 
	
                By:  
      

              	
                /s/
      MARCIA J. SARTORI

              	 	 	 	 
	 	
                MARCIA
      J. SARTORI

              	 	 	 	 
	 	
                MANAGING
      MEMBER

              	 	 	 	 


      

       



    -5-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT "A" TO MANAGEMENT
AGREEMENT

     

    1
SERVICES

     

    TRSG
shall provide the following Services to Client during the Term of the
Agreement:

     

    1.
Management of the day-to-day activities and operations of the Purchased
Business. Gary Musselman, as President of TRSG, shall direct all operations
relating to the Purchased Business, and make all day-to-day decisions regarding
the operations of the Purchased Business.

     

    2. As
part of the Services, TRSG shall be authorized to collect, on behalf of Client,
all revenues of Client generated from the Purchased Business, and TRSG shall, on
behalf of Client, pay and remit all obligations of Client.

     

    3.
Provide management, oversight and consulting advice regarding all strategic and
operational decisions affecting the Purchased Business.

     

    4. Direct
the employees of the Client, including the sole right to hire and fire the
employees of Client.

     

    All
Services provided as described herein shall be on behalf of Client and as agent
for Client. TRSG shall have no liability or responsibility for any obligations
or liabilities of Client as a result of this Management Agreement.

     

    i

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT "B" TO MANAGEMENT
AGREEMENT

       

      2
INSURANCE CONTRACTS AND POLICIES

       

      Erie
Insurance Exchange General Liability

    

     

     

    (NEED
ALL) (i.e., WC, DENTAL, VISION, HEALTH, ETC.)

     

    -ii-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT "C" TO MANAGEMENT
AGREEMENT

     

    3
FEES

     

    In
exchange for the Services described herein, Client agrees to pay the following
fees:

     

    Pursuant
to the Management Agreement, TRSG is authorized to collect, on behalf of Client,
all revenues of Client and to pay and remit all obligations of Client. Each
month, TRSG shall collect such revenue and pay and remit such obligations of
Client, and to the extent there is earnings before interest, taxes,
depreciation, and amortization ("EBITDA") realized by Client, TRSG shall collect
100% of such EBITDA as its fees under this Agreement directly from the revenue
it collects on behalf of Client each month. TRSG shall monthly submit an
accounting of such EBITDA to Client.

     

    Unless
otherwise provided under the Purchase Agreement, TRSG shall have no
responsibility for any obligations or liabilities of Client in providing the
Services under the Management Agreement.

     

    -iii-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
3.2 to Asset Purchase Agreement

     

    PROMISSORY NOTE

     

    $272,000.00 SEPTEMBER 21,
2004

     

    FOR VALUE
RECEIVED, the undersigned, THE RESOURCING SOLUTIONS GROUP, INC ("Maker"), a
Nevada corporation, hereby promises to pay to the order of Marcia J. Sartori, an
individual and resident of the State of Pennsylvania, the aggregate, principal
sum of $272,000.00, together with interest on the unpaid principal balance, in
accordance with the schedule attached hereto and incorporated
herein.

     

    1. The
principal and interest indebtedness evidenced hereby shall be a payable in
accordance with Schedule 1 attached hereto and made a part hereof.

     

    2. All
payments on account of the indebtedness represented by this Note shall be
applied first to accrued and unpaid interest and the remainder to principal.
This Note may be prepaid by Maker at any time, in whole or in part, without
premium or penalty There shall be no default under paragraph 1(a) unless the
required amount is not received by the holder of this Note by the tenth day of
the month.

     

    3.
Payments shall be made to Marcia J. Sartori at P.O. Box 412, Bulger,
Pennsylvania 15019-0412, or such other address as the holder of this Note may
designate in writing.

     

    4. The
holder of this Note agrees and understands that payments due hereunder are
subject to set off under the terms of that certain Asset Purchase Agreement
between Marcia J. Sartori, Maker, William R. Sartori, and Rossar HR, LLC (the
"Purchase Agreement"), and that the terms of the Purchase Agreement are
incorporated herein by reference and made a part hereof. In addition, holder
understands that, in addition to the events of cancellation described in
paragraph six herein, this Promissory Note is also subject to cancellation under
certain circumstances as described more fully in the Purchase Agreement. On any
transfer of this Note by holder or by any subsequent transferee, the transferee
will become vested with all rights, benefits and privileges of holder under this
Note and by law provided, as well as all obligations, conditions, and terms
described herein and in the Purchase Agreement, including, but not limited to,
the rights of set off and cancellation of Maker. The term "holder" will mean
each subsequent transferee or transferees. All parties to this Note jointly and
severally waive presentment for payment, demand, protest, notice of protest and
notice of dishonor

     

    5. In the
event of a default by Maker under this Note or the Security Agreement, the
holder of this Note shall have the following rights: (a) to enforce one or more
remedies available to it under law, equity or hereunder, and such action shall
not operate to stop or prevent it from pursuing any further remedy which it may
have; (b) to declare the entire unpaid balance due at any time; (c) to impose a
late charge equal to five percent (5%) of the unpaid amount if any payment to be
made hereunder is not received in full by the due date; and (d) to increase the
rate of interest applicable to

    the
entire unpaid principal balance of this Note by an increment of an additional
five percent (5%) per annum, unless such increase exceeds the maximum increase
permitted by applicable law in such circumstances, in which event said rate of
interest shall be increased by that increment which is the maximum increase
permitted by law in such circumstances.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. This
Promissory Note shall automatically terminate and be cancelled upon the
occurrence of any of the following events: (i) the death of Marcia J. Sartori
within five years of the date of this Promissory Note; (ii) failure of holder or
her assigns to pay each installment of the Loans as required by the terms of the
Loans described in Schedule 1 attached hereto, or a default under the terms of
the Loans; and (iii) a breach of the Purchase Agreement (collectively referred
to as an "Event of Default"). Maker shall provide written notice of any such
Event of Default to holder, and this promissory Note shall terminate and be
cancelled as of the date of such notice. Maker shall have no further obligations
whatsoever under this Promissory Note after providing the notice described
herein.

     

    7. The
acceptance by the holder of this Note of any partial payment made hereunder
after the due date of any installment under this Note shall not establish a
custom or waive any rights of said holder to enforce prompt payment hereof.
Demand, presentment for payment, protest, and notice of nonpayment and protest
are hereby waived by the undersigned.

     

    8. By
exercising or failing to exercise any of its rights, options or elections
hereunder, the holder of this Note shall not be deemed to have waived any breach
or default on the part of Maker or to have released Maker from any of its
obligations hereunder, unless such waiver or release is in writing and signed by
the holder of this Note. In addition, the waiver by the holder of this Note of
any breach hereof or default in payment of any indebtedness secured hereby shall
not be deemed to constitute a waiver of any succeeding breach or
default.

     

    9. All
notices, demands, and other communications given hereunder shall be in writing
and shall be sent by overnight courier, to such address as the holder of this
Note or Maker shall have furnished the other in writing, and shall be deemed to
have been given at the time received.

     

    10. All
agreements, conditions, and provisions of this Note shall apply to and bind the
successors and assigns of all parties hereto. Every provision hereof is intended
to be severable. If any provision of this Note is determined by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the balance of the provisions hereof
which shall remain binding and enforceable.

     

    11. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE COMMONWEALTH OF PENNSYLVANIA MAKER HEREBY IRREVOCABLY CONSENTS TO
JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA AND VENUE IN THE COUNTY
OF_____________________________________FOR SUCH PURPOSES AND SERVICE OF PROCESS
BY U.S. MAIL AND WAIVES ANY AND ALL RIGHTS TO CONTEST SUCH JURISDICTION AND
VENUE FOR THE PURPOSE OF ENFORCING THIS NOTE AND ALL RELATED DOCUMENTS DELIVERED
IN CONNECTION THEREWITH.

     

    


     

    The Resourcing Solutions Group,
Inc.

    
       

      
        	 	 	 	 	 	 
	
                By:  
      

              	
                /s/
      GARY MUSSELMAN

              	 	 	 	 
	 	
                Gary
      Musselman

              	 	 	 	 
	
                Its:  
      

              	President	 	 	 	 


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
4.3(b) to Asset Purchase Agreement

     

    BILL OF SALE AND
ASSIGNMENT

     

    KNOW ALL
MEN BY THESE PRESENTS, that ROSSAR HR, LLC, a Pennsylvania limited liability
company ("Rossar"), ("Seller") for good and valuable consideration paid by The
Resourcing Solutions Group, Inc., a Nevada limited liability company ("TRSG" or
"Buyer"), the receipt of which is hereby acknowledged by Seller, do, pursuant to
the Asset Purchase Agreement dated September 21, 2004 between the parties (the
"Purchase Agreement"), hereby agree to transfer, convey and assign to Buyer, its
successors and assigns, forever, the following described property (the
"Purchases Assets") effective as of 12:01 a.m. on
January 1, 2005 (the "Effective Date"):

     

    (a) all
customers of the Purchased Business as named and described in Schedule 5.7
attached to the Purchase Agreement;

     

    (b) all
furniture, fixtures, and equipment used in the Purchased Business as set forth
in Schedule 1.1(b) attached to the Purchase Agreement;

     

    (c) All
leases as set forth in Schedule 1.1(c) attached to the Purchase
Agreement;

     

    (d) all
computer hardware and software as described in Schedule 1.1(d) attached to the
Purchase Agreement;

     

    (e) All
licenses used in the Purchased Business, including, but not limited to, software
licenses, as described, in Schedule 1.1(e) attached to the Purchase
Agreement;

     

    (f) All
customer contracts of Sellers as of the Closing Date as described in Schedule
5.6 attached to the Purchase Agreement;

     

    (g) The
Trade Names and Trademarks (including Service Marks) of Sellers used in the
Purchased Business as described on Schedule 1.1(g) attached to the Purchase
agreement;

     

    (h) All
non-workers compensation deposits relating to the Purchased Business as
described in Schedule 1.1(h) attached to the Purchase Agreement;

     

    (i) all
records and files, including, but not limited to, property records, purchasing
and sales records, correspondence with suppliers and customers (both actual and
prospective) personnel records, mailing lists, customer and vendor lists and
records used exclusively in the Purchased Business; and

     

    (j) Cash
and cash equivalents generated from the operation of the Purchased Business,
unless specifically described in Schedule 1.1(j) attached to the Purchase
Agreement.

    AS OF THE
EFFECTIVE DATE , TO HAVE AND TO HOLD the assets, properties and rights
transferred, conveyed and assigned hereinabove unto Buyer, its successors and
assigns, and for its and their own use forever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

    As of the
Effective Date, Seller hereby assigns and transfer to Buyer all of its rights,
title and interest in and to the Purchased Assets, and Buyer accepts the
assignment of the Purchased Assets. The Assignor shall execute whatever other
instruments of conveyance that may be necessary to vest all of its rights in the
Purchased Assets to the Assignee as may subsequently be requested by
Buyer.

     

    Seller
hereby constitutes and appoints Buyer, its successors and assigns, the true and
lawful attorney of Seller with full power of substitution, in the name of Buyer,
or the name of Sellers, on behalf of and for the benefit of Buyer,

     

    (a) to
collect items being transferred, conveyed and assigned to Buyer as provided
herein,

     

    (b) to
institute and prosecute, in the name of Seller or otherwise, all proceedings
which Buyer may deem proper in order to collect, assert or enforce any claim,
right or title of any kind in or to the Purchased Assets,

     

    (c) to
defend and compromise any and all actions, suits or proceedings in respect of
any of the Purchased Assets, and

     

    d) to do
all such acts and things in relation thereto as Buyer may deem
advisable.

     

    Seller
agrees that the foregoing powers are coupled with an interest and shall be
irrevocable by Seller, directly or indirectly, whether by the dissolution of
Seller, or in any manner or for any reason. Seller shall pay to Buyer, without
notice or demand, if and when received, any amounts which shall be received by
Seller the Closing in respect of any assets, properties, rights or business to
be transferred, conveyed and assigned to Buyer as provided herein.

     

    This Bill
of Sale and Assignment shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.

     

    The
parties agree that although this Bill of Sale and Assignment has been executed
on the date indicated below, it shall not be effective until the Effective Date,
and no conveyance, transfer, sale, or assignment of the Purchased Assets shall
occur or be effective until the Effective Date. The parties agree that no
further action shall be required to effectuate this Bill of Sale and Assignment
on the Effective Date.

     

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Purchase Agreement.

     

    IN
WITNESS WHEREOF, Seller has duly executed and delivered this Bill of Sale on
this 21st day of September, 2004.

    
      
         

        ROSSAR HR,
LLC

         

        
          	 	 	 	 	 	 
	
                  By:  
      

                	
                  /s/
      MARCIA J. SARTORI

                	 	 	 	 
	 	
                  Marcia
      J. Sartori

                	 	 	 	 
	
                  Its:  
      

                	Manager	 	 	 	 


        

         

      

    

    
3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 4.3(c) to the Asset Purchase
Agreement

     

    CERTIFICATE OF COMPLIANCE
WITH 42 PENNSYLVANIA STATUTES SS. 788.3

     

    The
undersigned hereby certifies that Rossar HR, LLC has complied with all
requirements of 42 Pennsylvania Statutes ss. 788.3 (Transfer of Assets;
Liability of Purchaser). The undersigned further certifies that all notices
required by 42 Pennsylvania Statutes ss. 788.3 have been filed with the
Pennsylvania Department of Labor and Industry in a timely manner, and that all
unemployment tax contributions have been paid to the Pennsylvania Department of
Labor and Industry and that no amounts are due and owing as of September 21,
2004. The certificate issued by the Pennsylvania Department of Labor and
Industry showing that all reports have been filed and contributions, interest
and penalties paid shall be furnished immediately to Buyer by Seller upon
receipt.

     

    ROSSAR HR, LLC

     

    
       

      
        	 	 	 	 	 	 
	
                By:  
      

              	
                /s/
      MARCIA J. SARTORI

              	 	 	Marcia J. Sartori	 
	 	
                Signature

              	 	 	Print Name	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                Its:  
      

              	Managing Member	 	 	 	 


      

       




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
4.4(c) to Asset Purchase Agreement

     

    ASSUMPTION
AGREEMENT

     

    KNOW ALL
MEN BY THESE PRESENTS, that THE RESOURCING SOLUTIONS GROUP, INC. a Nevada
corporation ("Buyer"), for and in consideration of the transfer, conveyance and
assignment by ROSSAR HR, LLC, a Pennsylvania Limited Liability Company,
("Seller"), to Buyer of certain of the assets, properties and rights of Seller
(the "Purchased Business"), pursuant to the Asset Purchase Agreement dated
September 21, 2004 (the "Purchase Agreement"), between Buyer and Seller and the
Bill of Sale and Assignment and other instruments of transfer, conveyance and
assignment dated as of the date hereof, from Seller to Buyer, hereby assumes, as
of January 1, 2005 (the "Effective Date") the following liabilities and
obligations, and only the following liabilities and obligations, of
Seller:

     

    The
liabilities and obligations arising after the Effective Date under those
contracts, licenses, leases, and other written agreements set forth on Schedules
1.1(c) and (e) and Schedule 5.6 of the Purchase Agreement.

     

    Anything
contained herein to the contrary notwithstanding, except for those liabilities
and obligations specifically assumed by Buyer as aforesaid, Buyer is not
assuming any other liabilities or obligations of Seller or the Purchased
Business, including, but not limited to, the following:

     

    (a) any
liabilities and obligations of Seller for Federal, state or local taxes, fines,
interest or penalties (including, without limitation, franchise, income,
personal, real property, sales, use, unemployment, gross receipts, excise,
payroll, withholding or other taxes);

     

    (b) any
claims, demands, liabilities or obligations of any nature whatsoever which arose
or were incurred at or before the Effective Date, or which are based on any
event that occurred or existed at or before the Effective Date, or which are
based on services performed by Seller at or before the Effective Date,
irrespective of when a claim or demand is made (including if the claim is made
after Effective Date) irrespective of whether the liability or obligation
becomes manifest, after the Effective Date, and regardless of whether or not set
forth or otherwise disclosed on any Schedule attached hereto (whether or not
required to be so set forth or disclosed), including, but not limited to, that
certain claim by Envirotol;

     

    (c) any
actions, suits, claims, investigations or legal, administrative or arbitration
proceedings pending or threatened against Seller;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) any
liabilities and obligations of Seller for amounts owed to any person affiliated
with Sellers, in his or her capacity as an owner of Seller;

     

    (e) any
liabilities and obligations of Seller existing under an employment agreement,
written or verbal, or relating to in any way wages, commissions, bonuses, fees,
expenses, accrued holiday, vacation and severance pay;

     

    (f) any
liabilities or obligations for payments due or required to be made under any
health, dental, vision, pension, retirement, savings or other compensation or
employee benefit plan maintained by Seller or any other entity;

     

    (g) any
liabilities and obligations of Seller under any contract, license, lease or
other agreement which is not listed on Schedules 1.1(b)-(e) or Schedule 5.6
attached to the Purchase Agreement;

     

    (h) any
liabilities relating in any way to an injury to an employee of
Seller;

     

    (i) any
liability to pay any amounts under a contract or policy of insurance ;
and

     

    (j) any
other liabilities and obligations of Seller not being specifically assumed by
Buyer pursuant to Section 2.1 of the Purchase Agreement.

     

    This
Assumption Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.

     

    All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Purchase Agreement.

     

    IN
WITNESS WHEREOF, Buyer has duly executed and delivered this Assumption Agreement
on this September 21, 2004.

     

    THE RESOURCING SOLUTIONS GROUP,
INC.

    
       

      
        
          	 	 	 	 	 	 
	
                  By:  
      

                	
                  /s/
      GARY MUSSELMAN

                	 	 	 	 
	 	 	 	 	 	 
	
                  Its:  
      

                	President	 	 	 	 


        

         

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (the "Agreement") is entered into between Asmara Services
II, Inc. (the "Company" or "Employer"), and Marcia J. Sartori (the
"Employee").

     

    WITNESSETH:

     

    WHEREAS,
the Company and Employee desire to enter into this Agreement to set forth the
agreement between them regarding Employee's employment by the
Company;

     

    NOW,
THEREFORE, in consideration of the premises and the covenants, terms and
conditions set forth herein, the Company and the Employee agree as
follows:

     

    ARTICLE 1

     

    EMPLOYMENT AND
DUTIES

     

    1.1
EMPLOYMENT AND DUTIES. The Company agrees to employ the Employee, and the
Employee hereby accepts such employment, in the capacity of Regional Director
(Rossar HR Operations), or in any other equal or higher level capacity as the
Company shall direct from time to time. EMPLOYEE shall report to the President
of the Company, but the Company reserves the right to change the person to whom
EMPLOYEE reports. Except as stated herein, EMPLOYEE shall during working hours
devote her full and undivided time, energy, knowledge, skill and ability
exclusively to the operation, transaction and development of the Company's
business to the exclusion of all other business or sideline interests unless
otherwise agreed to in writing. EMPLOYEE will conscientiously and diligently
perform all required acts and duties to the best of her ability and in a manner
that is satisfactory to the Company in its sole discretion. EMPLOYEE will
faithfully discharge all responsibilities and duties entrusted to her. In
particular, Employee shall initially be responsible for the continuing
operations of the Company's business in the Pennsylvania area, and she shall be
responsible for marketing and servicing business in

     

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    the
Pennsylvania area for the Company.

     

    1.2
EMPLOYMENT TERM. The Term of this Agreement shall be five years unless
terminated pursuant to Article 7.

     

    ARTICLE 2

     

    COMPENSATION AND
BENEFITS

     

    2.1
SALARY. In consideration of the services to be rendered by EMPLOYEE, the Company
shall pay EMPLOYEE compensation as set forth on Exhibit A attached hereto and
forming a part hereof, payable in such installments as the Company customarily
pays other employees of the Company ("Salary"). This compensation may not be
decreased during the term of this Agreement.

     

    2.2
COMMISSION. In addition to the Salary described in Section 2.1, Employee shall
be entitled to commissions as described in Exhibit "A" attached
hereto.

     

    2.3
FRINGE BENEFITS. The Company will make available to the Employee all Company
sponsored benefit plans, including but not limited to, insurance programs,
flexible spending accounts, and 401(k) Plan, available to other executives of
the Company or its affiliates. Additionally, the Company shall pay any premiums
for dependent coverages under such plans.

     

    ARTICLE 3

     

    EXPENSES

     

    3.1
EXPENSES. The Employee shall be reimbursed for all reasonable and prior approved
expenses incurred on behalf of the Company in accordance with the Company's
expense reimbursement policy.

     

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    ARTICLE 4

     

    CONFIDENTIALITY

     

    4.1
CONFIDENTIALITY. While employed under this Agreement and for three (3) years
following the termination of her employment, the Employee agrees to maintain the
confidential nature of all trade secrets, including, without limitation,
development ideas, acquisition strategies and plans, financial information,
records, "know-how", methods of doing business, customer, vendor, supplier,
partner, employee and distributor lists and all other confidential information
of the Company. The Employee shall not use (other than in connection with her
employment), in any way whatsoever, such trade secrets except as authorized in
writing by the Company. The Employee shall, upon the termination of her
employment, deliver to the Company any and all records, books, documents or any
other materials whatsoever (including all copies thereof) containing such trade
secrets, which shall be and remain the property of the Company.

     

    4.2
NON-REMOVAL OF RECORDS. All documents, papers, materials, notes, books,
correspondence, drawings and other written and/or computer generated records
relating to the business of the Company which the Employee shall prepare or use,
or come into contact with, shall be and remain the sole property of the Company
and shall not be removed from their respective premises without the Company's
prior written consent.

     

    ARTICLE 5

     

    NON-SOLICITATION, AND
NON-INTERFERENCE

     

    5.1
COVENANT NOT TO SOLICIT OR SELL TO CUSTOMERS. Employee shall not, for a period
of two years following the termination of this Employment Agreement, for any
reason, directly or indirectly, sell, offer or solicit Competitive Services, (as
defined in Section 5.3), to any current, former or prospective customer of
Rossar, the Company, and their respective

     

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    subsidiaries,
affiliates or franchisees, without the prior written consent of the Asmara
Services II, Inc. or The Resourcing Solutions Group, Inc. ("TRSG").

     

    5.2
COVENANT NOT TO INTERFERE. Employee shall not, during the twelve month period
immediately following the termination of this Agreement, for any reason, employ
or attempt to employ any employee of Company, TRSG or its affiliates, or any
former employee of Rossar (as of the Effective Date), or otherwise encourage or
attempt to encourage any such person to leave their respective
employment.

     

    5.3
DEFINITIONS. The terms "Closing Date" and "Effective Date" shall have the same
meanings as in that certain asset purchase agreement between The Resourcing
Solutions Group, Inc. and Rossar HR, LLC. of even date herewith. References to
"former" customers shall mean a person that was a customer of the Company, or
any of its affiliates, including, but not limited to, TRSG, or Rossar after the
Closing Date, or a customer of Rossar during the twelve (12) month period prior
to the Closing Date. References to "prospective" customers shall mean a person
to whom Seller, or the Company made a presentation after the Closing Date, or a
person to whom the Seller made a presentation within the twelve (12) month
period prior to the Closing Date. The Term "Competitive Services" shall include
employee leasing services, payroll outsourcing, human resources advice and
outsourcing, temporary staffing services, "temp to hire" assignments, or what is
commonly referred to as payrolling. The term "Company" as used herein and
throughout this Agreement, shall mean Asmara Services, II, Inc., its parent, and
all of its affiliates and subsidiaries, including, but not limited to, TRSG and
Benecorp Business Services, Inc., and all respective assigns and
successors.

     

    5.4
SEVERABILITY. If any covenant or provision contained in

     

    Section
5.1 or 5.2 is determined to be void or unenforceable in whole or in part, it
shall not be deemed to affect or impair the validity of any other covenant or
provision. The parties intend that the covenants

     

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    contained
in Section 5.1 and 5.2 shall be deemed to be a series of separate covenants, one
for each market area of the Company. Except for geographic coverage, each such
separate covenant shall be deemed identical in terms to the covenant contained
in such Sections. If, in any proceeding a court shall refuse to enforce all of
the separate covenants deemed included in such Sections, then such unenforceable
covenants shall be deemed eliminated from the provisions hereof for the purpose
of such proceedings to the extent necessary to permit the remaining separate
covenants to be enforced in such proceedings.

     

    5.5
RESTRICTIVE COVENANTS IN ASSET PURCHASE AGREEMENT. The Employee acknowledges
that in connection with the purchase of substantially all of the assets of
Rossar HR LLC ("Rossar"), Employee executed an Asset Purchase Agreement as an
owner of Rossar (The "Purchase Agreement"). The Purchase Agreement contained
restrictive covenants wherein Employee agreed not to compete against TRSG, or
solicit its customers or employees for a period of two (2) years. Employee
agrees that the restrictive covenants contained in this Agreement are separate
from the restrictive covenants contained in the Purchase Agreement, and the
parties do not intend to limit in any way the restrictions or promises made by
Employee in the Purchase Agreement by entering into this Agreement.

     

    ARTICLE 6

     

    REMEDIES

     

    6.1
EQUITABLE REMEDIES. The Employee and the Company agree that the services to be
rendered by the Employee pursuant to this Agreement, and the rights and
interests granted and the obligations to be performed by the Employee to the
Company pursuant to this Agreement, are of a special, unique, extraordinary and
intellectual character, which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and that a breach by the Employee of any of the terms of the Agreement will
cause

     

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    the
Company great and irreparable injury and damage. In the event if a breach or
threatened breach of Section 4.1, Section 5.1, or Section 5.2, the Employee
hereby expressly agrees that the Company shall be entitled to the remedies of
injunction, specific performance and other equitable relief to prevent a breach
of the this Agreement.

     

    ARTICLE 7

     

    TERMINATION

     

    7.1
DEATH. The Employee's employment hereunder shall terminate upon her
death.

     

    7.2
CAUSE. The Company may only terminate the Employee's employment hereunder for
Cause effective immediately upon notice. For purposes of this Agreement, the
Company shall have "Cause" to terminate the Employee's employment hereunder: (i)
if the Employee intentionally engages in conduct which has caused, or is
reasonably likely to cause, substantial and serious injury to Company; (ii) if
the Employee is convicted of a felony involving dishonesty, breach of fiduciary
duty, theft, misappropriation of funds or conversion, as evidenced by a binding
and final judgment, order or decree of a court of competent jurisdiction; (iii)
chronic absenteeism; (iv) abuse of alcohol or drugs: (v) the willful failure of
the Employee to follow the lawful directives of the President, CEO or the Board
of Directors of the Company after adequate warning and opportunity to cure; and
(vi) violation of any restrictive covenant contained in this Employment
Agreement or the Purchase Agreement. Prior to any termination for Cause by the
Company of the Employee's employment under Section 7.2(iii) or (iv) hereunder,
the Company shall provide the Employee with written notice of its intention so
to terminate (the "Termination Notice"). The Termination Notice shall set forth
in reasonable detail the grounds for the termination for Cause. The Company
hereby expressly acknowledges and agrees that the Employee shall be granted a
period of thirty (30) days from the date of the receipt by the Employee of the
Termination Notice, in order to remedy any act or omission of

     

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    the
Employee which constitutes the grounds for Cause hereunder. Termination For
Cause based on any other ground described in Section 7.2 shall not require a
Termination Notice or opportunity to cure, and shall be effective immediately
upon providing written notice of termination. In the event that Employee is
terminated for Cause, Employer shall have no further obligation to compensate
Employee under this Agreement except for wages and commissions earned through
the date of termination.

     

    7.3
TERMINATION BY EMPLOYEE. Employee may terminate this Agreement at any time for
any reason. If Employee provides to Employer sixty (60) days prior, written
notice of her intent to terminate, Employer shall pay Employee for such sixty
day period in exchange for employee's agreement to facilitate a transition and
provide employer an adequate opportunity to find a replacement. Otherwise,
Employee shall be entitled only to her Salary and any earned commissions through
the date on which she notifies Employer of her termination of employment.

     

    ARTICLE 8

     

    MISCELLANEOUS

     

    8.1 NO
WAIVERS. The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver of any such provision, nor prevent such party
thereafter from enforcing such provision or any other provision of this
Agreement.

     

    8.2 SEVERABILITY.  The  provisions of this
Agreement are severable and if
any provision of this Agreement  shall be held to be invalid or
otherwise unenforceable,  in  whole  or
in  part,  the  remainder  of
the  provisions,  or enforceable
parts thereof, shall not be affected thereby.

     

    8.3
SUCCESSORS AND ASSIGNS. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company, including the survivor upon any merger, consolidation or
combination of the Company

     

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    with any
other entity. The employee shall not have the right to assign, delegate or
otherwise transfer any duty or obligation to be performed by him hereunder to
any person or entity, nor to assign or transfer any rights hereunder.

     

    8.4
ENTIRE  AGREEMENT.  With  respect  to
the terms of  Employee's employment,  this
Agreement  supersedes all prior agreements
and  understandings between  the  parties  hereto,  oral
or  written,  and may  not
be  modified  or terminated  orally.  No  modification,  termination
or attempted waiver shall be valid
unless in writing, signed by the party against whom such modification,
termination or waiver is sought to be enforced. This Agreement was the subject
of negotiation by the parties hereto. The parties agree that no prior drafts of
this Agreement shall be admissible as evidence in any proceedings that involves
the interpretation of any provisions of this Agreement.

     

    8.5
GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania. The
exclusive venue to enforce the terms and conditions of this Agreement shall be
Pittsburgh, Pennsylvania.

     

    8.6
SECTION HEADINGS. The section headings contained herein are for purposes of
convenience only and are not intended to define or limit the contents of said
sections.

     

    8.7
FURTHER ASSURANCES. Each party hereto shall cooperate and shall take such
further action and shall execute and deliver such further documents as may be
reasonably requested by any other party in order to carry out the provisions and
purposes of this Agreement.

     

    ARTICLE 9

     

    SURVIVAL

     

    9.1
SURVIVAL. The provision of Articles 4, 5 and 6 of this Agreement shall survive
the termination of this Agreement.

     

    (Signature
Page to Follow)

     

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    IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement this
21st day of September 2004.

     

    FOR THE COMPANY:

     

    ASMARA SERVICES II,
INC.

     

    
      
        	  	 	 	 	 
	/s/
      GARY MUSSELMAN	 	 	 	 
	 Gary
      Musselman, President	 	 	 	 


      

       

      
        
          	  	 	 	 	 
	/s/
      MARCIA J. SARTORI	 	 	 	 
	 Marcia
      J. Sartori	 	 	 	 


        

         

      

    

    

 

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    EXHIBIT "A"

     

    Salary and
Commission

     

    SALARY.
During the term of this Agreement, Employee shall receive an annual salary in
the amount of $85,000, payable in equal installments in accordance with the
usual payroll periods of the Company.

     

    COMMISSIONS.
The Company will pay commissions monthly to Employee based upon the previous
month's performance of sales completed in the state(s) where the primary
locations of Rossar HR, LLC customers were located of as of September 21, 2004
(the "Territory"), in accordance with the following formula.

     

    3% of the
increase over the average, monthly gross profit amount in the Territory for the
twelve months immediately preceding the Closing Date (the "Base Amount"). For
purposes of these calculations, the Base Amount shall be $35,000.

     

    By way of
example, if the Company realizes a $60,000 gross profit in the month of March in
the Territory, and the Base Amount is $35,000, then Employee would be paid, at
the end of the second payroll period in April, 3% times $25,000

    ($750)

     

    Employee
shall be entitled to commissions only if earned as described above, and only if
the Employment Agreement is in effect.

     

    i

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE OF RESOLUTIONS
OF

    ROSSAR HR, LLC

     

    The
undersigned hereby certifies the following to The Resourcing Solutions Group,
Inc. ("TRSG"):

     

    1. The
undersigned is the duly appointed Manager of Rossar HR, LLC., a Pennsylvania
limited liability company (the "Company").

     

    2. The
representations and warranties of Seller contained in the Asset Purchase
Agreement are true and accurate on and as of the Closing Date with the same
force and effect as if made on the Closing Date;

     

    3. Seller
has performed and complied with all covenants, obligations and agreements to be
performed or complied with by them on or before the Closing Date pursuant to the
Asset Purchase Agreement;

     

    4. The
following resolutions were duly adopted by the Company's Members:

     

    RESOLVED,
that in connection with the sale of certain assets of the Company to TRSG, the
following agreements are hereby adopted, ratified and approved in all
respects:

     

    A. Asset
Purchase Agreement, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    B. Bill
of Sale and Assignment, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    C.
Management Agreement, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    RESOLVED,
that Marcia J. Sartori, as Manager of the Company, is hereby authorized and
empowered to execute on behalf of the Company and deliver each of the above
described agreements, together with any amendments to any such document or
agreement, and to take such further actions and execute such other documents as
may be necessary to consummate the transactions contemplated by the agreements
ratified in the foregoing resolution; and further

     

    RESOLVED,
that Ms. Sartori is hereby authorized and empowered to execute on behalf of the
Company and deliver to TRSG a Certificate of Resolutions regarding the foregoing
resolutions, in the form attached hereto.

     

    Dated
this 21st day of September, 2004.

     

    
      
        
          	  	 	 	 	 
	/s/
      MARCIA J. SARTORI	 	 	 	 
	
                  Marcia
      J. Sartori, Manager

                	 	 	 	 


        

         

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ROSSAR HR, LLC

    
      


       

      


    

     

    UNANIMOUS CONSENT IN LIEU
OF

     

    MEETING OF
MEMBERS

    
      


       

      


    

     

    The
undersigned, constituting all of the Members of Rossar HR, LLC, a Pennsylvania
limited liability company (the "Company"), hereby consent to the taking of the
following actions without a meeting as of September 21 , 2004: The following
preamble and resolutions are hereby adopted:

     

    The
managers of the Company have negotiated with The Resourcing Solutions Group,
Inc., ("TRSG") to sell certain of its assets, including its office that provides
staffing of light industrial, construction, clerical and other workers
Coraopolis, Pennsylvania. These negotiations have resulted in definitive
agreements being prepared to consummate the proposed sale, and the forms of
these agreements have been provided to the Members for review and approval. The
Members, after reviewing the definitive agreements, and considering other
relevant factors, deem it to be in the best interests of the Company to
authorize the Manager of the Company to execute and deliver the definitive
agreements and other documents, and to take such further action as may be
necessary in order to consummate the transactions contemplated by the definitive
agreements.

     

    NOW, THEREFORE, BE
IT

     

    RESOLVED,
that in connection with the sale of certain assets of the Company to TRSG, the
following agreements are hereby adopted, ratified and approved in all
respects:

     

    A. Asset
Purchase Agreement, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    B. Bill
of Sale and Assignment, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    C.
Management Agreement, to be dated as of September 21, 2004, by and between the
Company and TRSG; and

     

    RESOLVED,
that Marcia J. Sartori, as Manager of the Company, is hereby authorized and
empowered to execute on behalf of the Company and deliver each of the above
described agreements, together with any amendments to any such document or
agreement, and to take such further actions and execute such other documents as
may be necessary to consummate the transactions contemplated by the agreements
ratified in the foregoing resolution; and further

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    RESOLVED,
that Ms. Sartori is hereby authorized and empowered to execute on behalf of the
Company and deliver to TRSG a Certificate of Resolutions regarding the foregoing
resolutions, in the form attached hereto.

     

    IN WITNESS WHEREOF,  the
undersigned,  have executed this instrument as of the
date set forth above.

    

       

      
        
          	 	 	 	 	 	 
	 	
                  /s/
      MARCIA J. SARTORI

                	 	 	 /s/
      WILLIAM R. SARTORI II	 
	 	Marcia J. Sartori,
      Manager 	 	 	William R. Sartori II,
      Member	 


        

         

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CERTIFICATE OF
RESOLUTIONS

    OF

    THE RESOURCING SOLUTIONS GROUP,
INC.

     

    The
undersigned hereby certifies the following to Rossar HR, LLC
("Rossar"):

     

    1. The
undersigned is the duly appointed President of The Resourcing Solutions Group,
Inc., a Nevada corporation (the "Company").

     

    2. The
representations and warranties of Buyer contained in the Asset Purchase
Agreement are true and accurate on and as of the Closing Date with the same
force and effect as if made on the Closing Date.

     

    3. Buyer
has performed and complied with all covenants, obligations and agreements to be
performed or complied with by it on or before the Closing Date pursuant to the
Asset Purchase Agreement.

     

    4. The
following resolutions were duly adopted by the Company's Board of
Directors:

     

    RESOLVED,
that in connection with the sale of certain assets by Rossar to the Company, the
following agreements are hereby adopted, ratified and approved in all
respects:

     

    A. Asset
Purchase Agreement, to be dated as of September 21, 2004, by and between Rossar
and the Company; and

     

    B.
Assumption Agreement, to be dated as of September 21, 2004, by and between
Rossar and the Company; and

     

    C.
Management Agreement, to be dated as of September 21, 2004, by and between
Rossar and the Company; and

     

    D.
Promissory Note, to be dated as of September 21, 2004, by and between Rossar and
the Company; and

     

    E.
Employment Agreement, to be dated as of September 21, 2004by and between Marcia
J. Sartori and the Company; and

     

    RESOLVED,
that Gary Musselman, as President of the Company, is hereby authorized and
empowered to execute on behalf of the Company and deliver each of the above
described agreements, together with any amendments to any such document or
agreement, and to take such further actions and execute such other

     

    1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    documents
as may be necessary to consummate the transactions contemplated by the
agreements ratified in the foregoing resolution; and further

     

    RESOLVED,
that Mr. Musselman is hereby authorized and empowered to execute on behalf of
the Company and deliver to Rossar a Certificate of Resolutions regarding the
foregoing resolutions, in the form attached hereto.

     

    Dated this 21st day of September,
2004.

     

    
       

      
        
          	  	 	 	 	 
	/s/
      GARY MUSSELMAN	 	 	 	 
	 Gary
      Musselman, President	 	 	 	 


        

         



    

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE RESOURCING SOLUTIONS GROUP,
INC

    
      


       

      UNANIMOUS CONSENT IN LIEU
OF

    

     

    MEETING OF BOARD OF
DIRECTORS

    
      


       

      


    

     

    The
undersigned, constituting all of the members of the Board of Directors ("Board")
of The Resourcing Solutions Group, Inc., a Nevada corporation (the "Company"),
hereby consent to the taking of the following actions without a meeting as of
September 21, 2004:

     

    The
following preamble and resolutions are hereby adopted:

     

    The
officers of the Company have negotiated with Rossar HR, LLC, ("Rossar") to
purchase certain of the assets of Rossar, including its office that provides
staffing of light industrial, construction, clerical and other workers
Coraopolis, Pennsylvania. These negotiations have resulted in definitive
agreements being prepared to consummate the proposed purchase, and the forms of
these agreements have been provided to the Board for review and approval. The
Board, after reviewing the definitive agreements, and considering other relevant
factors, deems it to be in the best interests of the Company to authorize the
President of the Company to execute and deliver the definitive agreements and
other documents, and to take such further action as may be necessary in order to
consummate the transactions contemplated by the definitive
agreements.

     

    NOW, THEREFORE, BE
IT

     

    RESOLVED,
that in connection with the purchase by the Company of certain assets by Rossar,
the following agreements are hereby adopted, ratified and approved in all
respects:

     

    A. Asset
Purchase Agreement, to be dated as of September 21, 2004, by and between Rossar
and the Company; and

     

    B.
Assumption Agreement, to be dated as of September 21, 2004, by and between
Rossar and the Company; and

     

    C.
Management Agreement, to be dated as of September 21, 2004, by and between
Rossar and the Company; and

     

    D.
Promissory Note, to be dated as of September 21, 2004, by and between Rossar and
the Company; and

     

    E.
Employment Agreement, to be dated as of September 21, 2004by and between Marcia
J. Sartori and the Company; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    RESOLVED,
that Gary Musselman, as President of the Company, is hereby authorized and
empowered to execute on behalf of the Company and deliver each of the above
described agreements, together with any amendments to any such document or
agreement, and to take such further actions and execute such other documents as
may be necessary to consummate the transactions contemplated by the agreements
ratified in the foregoing resolution; and further

     

    RESOLVED,
that Mr. Musselman is hereby authorized and empowered to execute on behalf of
the Company and deliver to Rossar a Certificate of Resolutions regarding the
foregoing resolutions, in the form attached hereto.

     

    IN
WITNESS WHEREOF, the undersigned, have executed this instrument as of the date
set forth above.

    
      
         

        
          
            	  	 	 	 	 
	/s/
      GARY MUSSELMAN	 	 	 	 
	 Gary
      Musselman, Director	 	 	 	 


          

           



      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 1.1(b)

    OFFICE FURNITURE AND
FIXTURES

     

    Steel
Case Modular Office Set-up

     

    Seven
cubical workstations

    One
Office with door

    Fax/work
desk

    21 Small
under the desk two and three drawer workstation filing cabinet 

    25
Workstation overhead storage flippers 

    10
Workstation chairs

    2
Two-shelf cabinet

    
      


      
        
          

        

      

      


    

    6
Two-drawer filing cabinet

    4
Four-drawer filing cabinet

    2
Five-drawer filing cabinet

    1
Five-shelf cabinet

    1 Storage
cabinet

    2 Fire
proof filing cabinet

    1
Reception desk

    1
Credenza

    5 Work
Tables

    1 Three
panel white board

    1
Conference Table

    11 Side
Chairs

    1 TV with
VCR

    Miscellaneous
Office Essentials

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
1.1(c) Leases

     

    CAPITAL LEASES

    1. Great
American Corporation (Inter-Tel) -- phone system lease

    2.
American Express Business Finance (First Capital Funding)- Accountix
software

     

    OPERATING LEASES

    1. ABB
Business Finance -- Minolta copier

    2. Dell
Financial Services -- Dell Serve

    3. Pitney
Bowes Credit Corporation -- Postage Meter

     

    OFFICE SPACE
LEASE

     

    Christopher Connolly Associates

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 1.1(d) Page
1

    SCHEDULE 1.1(d)

    COMPUTER HARDWARE AND
SOFTWARE

     

    HARDWARE

    

      
        	
                Payroll
      Dept:

              	
                HP
      Pavilion 7850 PC

                HP
      Pavilion mx70 monitor

                Microsoft
      wireless keyboard and mouse

                APC
      300 battery backup

                HP
      LaserJet IV printer

              
	 	 
	
                Server:

              	
                Compaq
      Presario 1725S Monitor

                APC
      2200 battery backup

                (Dell
      server listed under the leased equipment

                schedule.)

              
	 	 
	
                Workstation
      1:

              	
                HP
      Pavilion mx70 monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Workstation
      2:

              	
                HP
      Pavilion 7850 PC

                KDS
      color monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Workstation
      3:

              	
                Compaq
      Presario PC

                CTX
      monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Workstation
      4:

              	
                C/R
      PC

                Color
      monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Workstation
      5:

              	
                DTK
      PC

                Samsung
      Sync Master 15GIi monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Workstation
      6:

              	
                Acer
      50X PC

                Color
      Monitor

                Keyboard
      and mouse

                APC
      battery backup

              
	 	 
	
                Laptop:

              	
                Compaq
      Presario 1622

              
	 	 
	
                Fax
      Station:

              	
                Panafax
      U F770

                APC
      battery backup

              
	 	 
	
                Store
      Location:

              	
                PSI
      PC

                Color
      Monitor

                Keyboard
      and mouse

              
	 	 
	 	
                ABS
      PC

                Keyboard
      and mouse

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 1.1(d) Page
2

     

    SOFTWARE

     

    Microsoft
Windows 2000

     

    Accountix
PEO Pro Software Microsoft Office

    Professional
Crystal Reports WordPerfect Office 11

    Norton
Antivirus - Corporate Edition m-BOP (Micro-Business Solutions Program) ACT!
Goldmine

    Achieve

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 1.1 (e)

    CUSTOMER LIST

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
1.1(g) Tradenames

     

    YourStaff
Solutions(TM)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 1.1(h)

    NON-WORKERS COMPENSATION
DEPOSITS

     

    $1,250.00 Christopher Connolly
Associates -- Office Space Lease

     

    $1,240.00 Chestnut Ridge Cemetery --
Client Prepayment

     

    $1,006.00 Rees Design Sales -- Client
Prepayment

     

    $2,314.00 State Street Bank -- Client
Prepayment

     

    $1,560.00 Weirnet , LLC -- Client
Prepayment

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 1.1 (i)

     

    CASH AND CASH EQUIVALENT
EXCEPTIONS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 3.3

     

    PURCHASE PRICE
ALLOCATION

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.3

     

    NONCONTRAVENTION
EXCEPTIONS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.4

     

    ENCUMBRANCES AND
LIENS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.5

     

    PERSONAL PROPERTY

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 5.6 Page
1

     

    Schedule 5.6

     

    CONTRACTS/AGREEMENTS

     

    BENEFITS

    UPMC
Medical

    Guardian
Dental

    GE
Life/LTD

    American
Fidelity Voluntary

    American
Fidelity FSA Administration

    Benexx/American
National -- Rossar HR 401(k)

     

    BUSINESS

    Accountix
-- Software Maintenance/Support Erie Insurance Exchange -- General Liability G3
Technologies -- T1 and IT Support

    X0-Allegiance
Telecom -- Phone Service

     

    CLIENTS

    Air-Smart
Technologies, LLC

    Burgettstown-Smith
Township Sewer

    Authority
CRI International, Inc.

    Chestnut
Ridge Cemetery Association

    Global
Links

    JIMI
Enterprises, Inc.

    Perfection
Services, Inc.

    Pete
Jeffrey & Associates

    Price
King South, Inc. d/b/a Rhythym House Rees Design Sales

    Richard J
Klixbull Attorney At Law

    State
Street Bank - G.H.R.

    Tongel
Consulting Group

    Unique
Staging Solutions

    Vintage
Villas, Inc.

    Webb
Center For Integrative Health

    Wee Care
Children's Center

    Weirnet,
LLC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 5.7 Page
1

     

    Schedule 5.7

     

    CUSTOMERS

     

    Air-SmartTechnologies,
LLC - Commission employees Total Worksite employees - 1

    Client
Number - AIRSMART

    Contact -
William Sartori

     

    Air-Smart
Technologies, LLC

    925
Broadhead Road

    Coraopolis,
PA, 15108-2353

    (412)
264-6230

     

    Burgettstown-Smith
Twp Joint Sewer Authority - Salary and Hourly employees Total Worksite employees
- 7

    Client
Number - BURG007

    Contact -
Charles Cunningham

     

    Burgettstown-Smith
Township Sewer Authority PO Box 358

    1616
Smith Township State Road

    Atlasburg,
PA 15004

    (724)
947-9609

     

    C.R.
International, Inc. - salary and Hourly employees Total Worksite employees -
31

    Client
Number - CRI079A

    Contact -
Kenneth Boudris

     

    CRI INTERNATIONAL,
INC.

    11850
Baltimore Avenue

    Beltsville,
MD 20705-

    (301)
210-1540

     

    Chestnut
Ridge Cemetery - Salary and Hourly employees Total Worksite employees - 4
part-time Client Number - CHEST060

    Contact -
Donna/Mike Gates

     

    CHESTNUT RIDGE CEMETERY
ASSOCIATION

    76 South
Kings Creek Road

    Burgettstown,
PA 15021

    (724)
729-3642

     

    Global
Links - salary and Hourly employees Total Worksite employees - 7

    Client
Number - GLO529

    Contact -
Kathleen Hower

     

    GLOBAL LINKS

    4809 Penn
Avenue

    2nd
Floor

    Pittsburgh,
PA 15224

    (412)
361-3424

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 5.7 - Page
2

     

    JIMI
Enterprises, Inc. - salary and Hourly employees Total Worksite employees -
31

    Client
Number -JIMI808A

    Contact -
Kimberly LeRoy

     

    JIMI ENTERPRISES,
INC.

    631
Pittsburgh Road

    Butler,
PA 16002-

    (724)586-9030

     

    Perfection
Services, Inc. - Hourly employee Total Worksite employees - 1

    Client
Number - PSI547A

    Contact -
Linda Torrence

     

    Perfection
Services, Inc. 3270

    Babcock
Blvd.

    PO Box
606

    Wexford,
PA 15090-0606

    (724)935-0300

     

    Pete
Jeffrey & Associates - Salary and Hourly employees Total Worksite employees
- 4

    Client
Number - PJA032

    Contact -
Pete Jeffrey

     

    PETE JEFFREY &
ASSOCIATES

    897 Route
910

    Indianola,
PA 15051

    (800)221-8995

     

    Price
King South, Inc - (Rythym House) - Salary and Hourly employees Total Worksite
employees - 8

    Client
Number - RYTHYMH802

    Contact -
Tawnia Conn

     

    Price
King South, Inc.

    3029
Washington Road

    Bridgeville,
PA 15017

    (412)287-7870

     

    Rees
Design Sales - Salary employee

    Total
Worksite employees - 1

    Client
Number - REES006

    Contact -
Gene Rees

     

    Rees
Design Sales

    301 East
Main Street

    Carnegie,
PA 15106

    (412)278-1991

     

    Richard J
Klixbull, Attorney at Law - Hourly employee Total Worksite employees -
1

    Client
Number - KLI008A

    Contact -
Richard Klixbull

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 5.7 - Page
3

     

    Richard J
Klixbull Attorney At Law

    939 Fifth
Avenue

    Coraopolis,PA
15108

    (412)264-4560

     

    State
Street Bank - G.H.R. - Salary employees Total Worksite employees -
2

    Client
Number - STA528A

    Contact -
Mike Kerrigan

     

    State
Street Bank - G.H.R.

    2 Avenue
DeLayette

    Mutual
Fund Financial

    Boston,
MA 02110-

    (617)662-3746

     

    Tongel
Consulting Group - Salary employee Total Worksite employees - 1

    Client
Number - TCG815

    Contact -
Marcia Tongel

     

    Tongel
Consulting Group

    82 North
Harrison Ave

    Pittsburgh,
PA 15202-

    (412)
734-1511

     

    Unique
Staging Solutions - Salary employees Total Worksite employees - 2

    Client
Number - SUS815

    Contact -
Mark Susany

     

    Unique
Staging Solutions

    776
Glenside Street

    Pittsburgh,
PA 15214-

    (412)370-8397

     

    Vintage
Villas, Inc. - Hourly Employees

    Total
Worksite employees - 1

    Client
Number - VIN810A

    Contact-
Rachel Keller

     

    Vintage
Villas, Inc.

    640
Hazelwood Ave

    Pittsburgh,
PA 15207-1233

    (412)521-1861

     

    Webb
Center Integrative Health - Salary employees Total Worksite employees -
2

    Two
agreements one PC and one ASC for physician Client Number -
WEBB807A

    Client
Number - ASOWEBB

    Contact
-- Patty Webb

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule 5.7 - Page
4

     

    Webb
Center For Integrative Health

    One
Williamsburg Place

    Suite
250

    Warrendale,
PA 15086-

    (724)933-3223

     

    Two
agreement one PEO and one ASO

     

    Wee Care
Children's Center - Salary and Hourly employees Total Worksite employees -
28

    Client
Number - WEE809A

    Contact -
Emily Ellis

     

    Wee Care
Children's Center

    1000
Lindsay Road

    Carnegie,
PA 15106-

    (412)446-0033

     

    Weirnet,
LLC - salary and Hourly employees Total worksite employees - 3

    Client
Number - WEI024

    Contact -
Edward Stough

     

    Weirnet,
LLC

    3200 Main
Street

    Weirton,
WV 26062

    (304)
794-0000

     

    Thompson
Creek Metals, Inc. - Quarterly Pay Bonus Total Worksite employees -
4

    Client
Number - THOS5O1

    Contact -
Vicki Burns

     

    Thompson
Creek Metals, Inc.

    945 W
Kenyon Avenue

    Englewood,
CO 80110

    (303)761-8801

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.10

     

    SELLERS'
JURISDICTIONS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.11

     

    GOVERNMENTAL APPROVALS AND FILINGS
EXCEPTIONS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE 5.13

     

    MATERIAL CHANGES, EVENTS AND
DEVELOPMENTS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
7.6(g)(iii) Bank Accounts

     

    PNC Bank -- Checking & Money
Market