rsg_ex107.htm


    Exhibit 10.7

     

    ASSET PURCHASE
AGREEMENT

    


    


    THIS
ASSET PURCHASE AGREEMENT, dated as of this 19 day of October, 2006, between
Capital Resources Solutions, LLC, a North Carolina limited liability corporation
(“Seller”), Eugene F. Butler (“Butler”), Rose D. Butler, LaDonna Holleman
(“Holleman”), and Resourcing Solutions Solutions, Inc., a Nevada corporation
(“Buyer”).

    


    WHEREAS,
Seller owns a human resource outsourcing organization (“HRO” or the “Business”);
and

    


    WHEREAS,
upon the terms and conditions set forth herein, Seller desires to sell and Buyer
desires to purchase certain of the Assets of Seller, relating to the
Business;

    


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

    


    


    SECTION 1

    


    SALE OF ASSETS AND PURCHASE
PRICE

    


    1.1           Sale and Purchase of
Assets.  Subject to all of the terms and conditions set forth
in this Agreement, on the Closing Date (as defined below), Seller shall sell,
assign, transfer, deliver and convey to Buyer, and Buyer shall purchase from
Seller, the following properties, rights and assets of Seller, free and clear of
all liens, pledges encumbrances or rights of third parties of any kind, directly
relating to the Business, except for the Excluded Assets (as hereinafter
defined), all as such assets on the Closing Date (such assets are collectively
referred to herein as the “Assets”):

    


    (a)           The
right to use the name "Capital Resources Solutions, LLC.” together with all
trademarks, trade names and trade logos associated therewith, all of which are
set forth on Schedule
1.1 attached hereto;

    


    (b)           All
the rights of Seller with respect to the customer contracts and lists described
in Schedule 1.1
(the “Contracts”) and all existing lists, including lists rented or owned by
Seller, documents and records of Seller relating to past, present and
prospective customers, such lists to be in both printed form and computer media,
including source documentation such as qualification files.

    


    (c)           All
the rights of Seller with respect to the contracts set forth on Schedule
1.1;

    


    (d)           All
materials, records and files pertaining to the Seller’s business;

    


    
      
        
        

      

      
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    (e)           All
existing promotional materials, market research studies and advertising
materials;

     

    (f)           All
tangible property used in the operation of the Business, including, but not
limited to all office and computer equipment as described in Schedule 1.1(f);
and;

    


    (g)           All
of the goodwill and going concern value relating to the Business.

    


    1.2           Excluded
Assets.  The Assets shall not include, and Buyer acknowledges
that there shall be excluded from the Assets, all cash and cash equivalents of
Seller, and any assets not described in Section 1.1.

    


    1.3           Liabilities
Assumed.  Buyer does not assume any liabilities of
Seller.  As a result, Buyer shall not be liable for any liabilities,
contracts, agreements or other obligations of Seller, and Seller shall indemnify
Buyer against all such liabilities, contracts and other
obligations.

    


    1.4           Consents and
Waivers.  To the extent that any of the Assets may not be sold
or assigned to Buyer without the consent or waiver of one or more third parties,
Seller, between the date hereof and the Closing Date, shall obtain each required
consent or waiver in form acceptable to Buyer prior to the Closing (as defined
below).

    


    


    SECTION 2

    


    PURCHASE PRICE

    


    2.1           Purchase Price and
Payment.  The purchase price payable for the Assets pursuant to
this Agreement shall be as follows:

    


    (a)           The
parties agree that the sole manner of payment for the Assets shall be by way of
the payment of commissions based on revenues actually received by Buyer from the
Contracts after the Closing Date.  There will be no other payments to
Seller for the Assets.

    


    (b)           Buyer
shall pay to Seller fifteen percent (15%) of all Administrative Fees received
from the Contracts until the amount advanced by Buyer under Section 2.1(d) (iii)
is repaid to Buyer (the “Initial Commissions”).  Seller agrees that
the Initial Commissions shall be paid directly by Buyer to the Internal Revenue
Service (“IRS”) and applied to amounts owed to the IRS by Seller (the “IRS
Debt”);

    


    (c)           Only
after the amount advanced under Section 2.1(d) (iii) has been repaid and paid in
accordance with Section 2.1(b), Buyer shall pay to Seller thirty percent (30%)
of all Administrative Fees received from the Contracts thereafter for as long as
the Client under such Contracts remain under contract with Buyer.

    


    
      
        
        

      

      
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    (d)           In
addition, in the event that any Client of Seller that terminated a client
service agreement with Seller prior to the Closing Date, and then executes a
client service agreement with Buyer within ninety days of the Closing Date,
Buyer shall pay thirty percent (30%) of all Administrative Fees earned on such
contracts (the “CRS Client Commissions”) to the following persons:

    


    
      	
            	
              i.

            	
              The
      first $5,000 of CRS Client Commissions shall be paid directly to
      Butler;

            


    

    
      	
            	
              ii.

            	
              Any
      CRS Client Commissions earned after the payments made as described in
      Section 2.1(d)(i) shall be paid to Butler and Holleman and split equally
      among them.  Buyer shall be responsible only for paying this
      amount in the form of a joint check made payable to Butler and
      Holleman;

            


    

    
      	
            	
              iii.

            	
              Buyer
      shall pay to Seller up to Fifty Thousand Dollars ($50,000) to be applied
      to expenses to wind down the operations of Seller.  Buyer shall
      not be obligated to make any payment as described in this Section 2.1(d)
      unless Buyer has approved the expenses in writing based on invoices and
      other written evidence of such
expenses.

            


    

    


    The term
“Administrative Fees” shall mean revenue earned and collected by Buyer in excess
of all payroll, payroll and other taxes, mandatory contributions, government
fees, insurance premiums, commissions, and fees, and any other pass through fees
or charges.

    


    The term
Contracts shall mean client service agreements between a client and Buyer or one
of its affiliated companies other that Seller.   Notwithstanding
this definition of Contracts, Sellers agree that any Administrative Fees
received by the Buyer from any contract may be applied as required in Section
2.1 (b).

    


    2.2           Closing Costs; Transfer
Taxes.  Seller and Buyer shall share equally any documentary,
transfer taxes and any sales, use, excise, property or other taxes imposed by
reason of the transfer of the Assets provided hereunder and any deficiency,
interest or penalty assessed with respect thereto.

    


    2.3           Provision for Allocation of
Purchase Price.  The Purchase Price shall be allocated to the
Assets as set forth in Schedule 2.3
hereof.  Each party agrees to utilize such allocation for all
purposes, including federal and state income taxes, and to cooperate with the
other parties and comply with any present or future obligations under Section
1060 of the Internal Revenue Code, as amended, including any rules or
regulations issued thereunder.  The amount of the Purchase Price
allocated to any or all of the Assets hereunder shall in no event limit the
liability of Seller to Buyer with respect to damages, liabilities or expenses
incurred by Buyer due to any breach of any representations, warranties,
covenants or agreements made by Seller hereunder.

    


    2.4           Adjustments and
Prorations.  The operation of the Business and the income and
expenses attributable thereto shall be allocated such that Buyer and its
representatives (after reasonable notice) shall be permitted access to all
books, records, billing service reports and other documents necessary or
appropriate for the determination of such allocations.

    


    
      
        
        

      

      
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    To extent
that either party pays bills which include expenses which should be the
obligation of the other or receive funds which should be the revenue of the
other, then that party shall prepare an accounting within ten (10) days of the
end of the month in which it pays the bill or receives the funds, either billing
the other party or remitting funds, as the case may be.

    


    


    SECTION 3

    


    CLOSING

    


    3.1           Closing.  The
Closing of the transactions contemplated herein (the “Closing”), shall be held
10:00 A.M. Eastern time, on September 30, 2006 (the “Closing Date”) at the
offices of Seller in Charlotte, North Carolina, unless the parties hereto
otherwise agree in writing.

    


    3.2           Documents To Be
Delivered.  To effect the sale, Buyer and Seller shall, on the
Closing Date, deliver all documents required to be delivered pursuant to Section
6 hereof.  All instruments and documents to be delivered at the
Closing shall be in form and substance reasonably satisfactory to Buyer and
Seller.

    


    


    SECTION 4

    


    REPRESENTATIONS AND WARRANTIES OF
SELLER

    


    As an
inducement to Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby, Seller hereby makes the following
representations and warranties.  The term “knowledge” as used in this
Section 4 shall mean actual knowledge without independent
investigation.

    


    4.1           Organization.  Seller
is a limited liability corporation duly organized, validly existing and in good
standing under the laws of the State of North Carolina and has all requisite
corporate power and authority to carry on the business in which it is engaged,
to own the Assets and to operate the Business in the manner and to the extent
that the Assets are presently owned, published and distributed.

    


    4.2           Authorization.  Seller
has all requisite corporate power and authority to execute, deliver and perform
this Agreement and all other agreements to be executed and delivered by it
hereunder or in connection herewith.  The execution, delivery and
performance of this Agreement and all other agreements contemplated hereby have
been duly authorized, executed and delivered by Seller and are the legal, valid
and binding obligations of Seller, enforceable against Seller in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the rights of creditors generally and by
general principles of equity.

    


    
      
        
        

      

      
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    4.3           No
Default.  The execution, delivery and performance of this
Agreement and such other agreements as are contemplated herein to be executed by
Seller do not and will not :(a) conflict with, or (with or without the giving of
notice or the passage of time or both) result in a breach of the terms,
conditions or provisions of; (b) constitute a default under; (c) result in the
creation of any lien, security interest, charge or encumbrance upon the
Assets;(d) give any third party the right to accelerate any obligation under, or
(e) result in a violation of, the Articles of Organization or Operating
Agreement, each as amended to date, of Seller, any law, statute, rule,
regulation, order, judgment or decree to which Seller or any Asset is subject,
or any contract, agreement, instrument, lease or license which is included in
the Assets except that the consents listed on Schedule 4.3 attached
hereto must be obtained prior to Closing.  Other than the consents
listed in Schedule
4.3 hereof, no consents of third parties to the transfer of any of the
Assets are required.

    


    4.4           Title and
Liens.  Seller has, and at Closing will deliver to Buyer, good
title to all of the Assets, free and clear of all mortgages, liens, easements,
encumbrances, equities, claims and obligations to other persons of every kind
and character.

    


    4.5           Trademarks and
Copyrights.  Seller possesses all trademarks, service marks,
trade names, publishing rights, subscriber lists, and copyrights and trade name,
copyright and trademark registrations or applications required to permit and
enable it to operate the Business, all of which are included among the Assets
sold or assigned hereby and described on Schedule 1.1 hereof
except where the failure to possess would not have a material adverse effect on
the financial condition of the Business.  To the knowledge of Seller,
none of the Assets or the Business or any designs, styles, or copyrights
relating to the Assets or the Business infringes on any trademarks, copyrights
or any other rights of any person.  There are no existing or, to the
knowledge of Seller, threatened claims of any third party for infringement of
the copyrights, trademarks, trade names or trade secrets of others by Seller,
for unfair competition or based on the use by or challenging the ownership of,
or the right to use by, Seller of the trademarks, trade names or copyrights
listed on Schedule
1.1.  Seller has not granted any license, franchise or permit
to any person or entity to use any of the trademarks, trade names, or copyrights
listed on Schedule
1.1.

    


    4.6           Compliance With
Laws.  To the knowledge of Seller, Seller has complied and is
in compliance with all laws regulations, orders, writs, judgments, injunctions
and decrees of all applicable jurisdictions and governmental authorities,
departments, commissions, boards, bureaus, agencies and instrumentalities
applicable to the ownership of the Assets or operation of the
Business.

    


    4.7           Litigation.  Except
as set forth in Schedule 4.7 attached
hereto, there is no suit, action, administrative proceeding, arbitration or
other proceeding or governmental investigation pending or, to the knowledge of
Seller, threatened, against Seller pertaining to the Business or the Assets.
None of the Assets or the Business is subject to any judgment, order or decree
entered in any lawsuit or proceeding.

    


    
      
        
        

      

      
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    4.8           No
Consents.  No order, permission, consent, approval, license,
authorization, registration, or validation of, or filing with, notice to, or
exemption by, any governmental authority, commission, board or agency is
required to authorize, or is required in connection with, the execution,
delivery or performance by Seller of this Agreement or any of the other
contracts or agreements to which Seller is a party.

    


    4.9           Contracts and
Commitments.  Except as set forth in Schedule 4.9 attached
hereto:

    


     (a)           All
of the Seller’s agreements disclosed on Schedule 1.1 are
assignable or transferable to Buyer without the consent or approval of a third
party (or such consent and approval has been, or will be, obtained prior to the
Closing Date), and the assignment thereof to Buyer shall not affect the terms or
enforceability thereof or give rise to any right of termination
whatsoever;

    


    (b)           To
the knowledge of Seller, Seller is not in default, nor is there any basis for
any claim of default, under any contracts made or obligations owed by Seller
that are being transferred or assigned to Buyer hereunder, and all such
contracts are in full force and effect and are valid and enforceable;
and

    


    (c)           Seller
has heretofore delivered to Buyer true and correct copies of all contracts,
licenses, leases, agreements and commitments listed on Schedule
1.1.

    


    4.10           Material
Statements.  No representation or warranty of Seller in this
Agreement, nor any written statement, schedule or certificate furnished to Buyer
pursuant hereto, contains or will contain any untrue statement of a material
fact or omits or will omit to state any material fact necessary to make the
statements contained herein or therein not misleading or necessary to provide
Buyer with accurate information as to the Business.

    


    


    SECTION 5

    


    REPRESENTATIONS AND WARRANTIES OF
BUYER

    


    The Buyer
hereby makes the following representations and warranties:

    


    5.1           Organization.  Buyer
is a corporation duly organized and validly existing under the laws of the State
of Nevada, with all requisite corporate power and authority to own or lease its
properties and assets and to carry on the Business.

    


    5.2           Authorization.  Buyer
has all requisite corporate power and authority to execute, deliver and perform
this Agreement and all other agreements to be executed and delivered by it
hereunder or in connection herewith.  The execution, delivery and
performance of this Agreement and all other agreements contemplated hereby have
been duly authorized, executed and delivered by Buyer and are the legal, valid
and binding obligations of Buyer, enforceable against Buyer in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the rights of creditors generally and by
general principles of equity.

    


    
      
        
        

      

      
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    5.3           No
Default.  The execution, delivery and performance of this
Agreement and such other agreements as are contemplated herein to be executed by
Buyer do not and will not (a) conflict with, or (with or without the giving of
notice or the passage of time or both) result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) give any third
party the right to accelerate any obligation under or (d) result in a violation
of, the Articles of Incorporation or Bylaws, each as amended to date, of Buyer,
any law, statute, rule, regulation, order, judgment or decree to which Buyer is
a party.

    


    5.4           Material
Statements.  No representation or warranty of Buyer in this
Agreement, nor any written statement, schedule or certificate furnished to
Seller pursuant hereto contains or will contain any untrue statement of a
material fact or omits or will omit to state any material fact necessary to make
the statements contained herein or therein not misleading.

    


    


    SECTION 6

    


    CONDITIONS TO
CLOSING

    


    6.1           Conditions To Buyer’s
Obligations.  The obligations of Buyer under this Agreement are
subject, at the sole option of Buyer, to the fulfillment of each of the
following conditions as of the Closing:

    


    (a)           Trust
Monies.                                
Seller shall have all monies collected from employees and customers of Seller
and owed to third parties, including, but not limited to, all taxes and
insurance premiums, placed in a separate bank account such that these funds will
be segregated from all other amounts collected by Seller from operations of the
Business, and such funds shall be used only for payment to third parties as
due.  Buyer must approve, in its sole discretion, the segregation of
such funds.  Sellers shall also deposit the amounts described in
Section 6.1(b) into such a segregated account as well.

    


    (b)           Trust
Contributions.  Butler and Holleman shall each pay Fifty
Thousand Dollars ($50,000) towards the Trust Monies described in Section
6.1(a).

    


    (c)           Employment
Agreement.  Holleman shall execute the Employment Agreement
attached hereto as Exhibit
A.

    


    (d)           Commission
Agreement.  Butler shall execute the commission agreement
attached hereto as Exhibit
B.

    


    
      
        
        

      

      
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    (e)           Accuracy of Representations
and Compliance with Agreement.  All representations and
warranties of Seller contained in this Agreement shall be true and accurate, in
all material respects, as of the Closing, and Seller shall have performed and
complied with, in all material respects, all of its obligations under this
Agreement and there shall be no uncured default of Seller under any term of this
Agreement.

    


    (f)           Consents or Waivers to
Assignments and Transfers.  All consents or waivers required
for the sale or assignment in accordance herewith of the Assets shall have been
obtained by Seller on or before the Closing and all such consents, waivers and
approvals shall be in full force and effect as of the Closing Date

    


    (g)           Threatened or Pending
Proceedings.  No proceedings shall have been initiated or
threatened by any person or governmental agency or instrumentality seeking to
enjoin or otherwise restrain the consummation of the transactions contemplated
hereby.

    


    (h)           Delivery of
Documents.  Seller shall have delivered to Buyer the following
documents:

    


    (i)      A Bill
of Sale prepared by Seller and acceptable to Buyer and all such other deeds,
certificates of title, assignments, evidences of consent or waiver, and other
instruments or documents as shall be necessary to evidence or perfect the sale,
assignment, transfer and conveyance of the Assets to Buyer in accordance with
the terms hereof, including any necessary third party consents;

     

    (ii)     A
certificate of an executive officer, dated the Closing Date certifying as to
compliance with the conditions set forth in Sections 6.1(e), (f) and (g)
hereof;

    


    (iii)    A copy of
resolutions adopted by the Board of Directors or Members/ Managers of Seller
approving this Agreement and the transactions contemplated hereby, certified by
Seller’s corporate secretary;

    


    (iv)    Non-Competition and
Non-Solicitation Agreements executed by Seller and each of its owners in the
form of Exhibit
C attached hereto; and

    


    (i)           Liens.  Evidence
(including, without limitation the delivery of duly executed UCC-3 termination
statements, if applicable), reasonably satisfactory to Buyer, of the
satisfaction and discharge by Seller of all existing liens on the Assets, if
any.

    


    6.2           Conditions to Obligations of
Seller.  The obligations of Seller under this Agreement are
subject, at the option of Seller, to the fulfillment of each of the following
conditions as of the Closing:

     

    (a)           Accuracy of Representations
and Compliance with Agreement. All representations and warranties of
Buyer contained in this Agreement shall be true and accurate, in all material
respects, as of the Closing, and Buyer shall have performed and complied with,
in all material respects, all of its obligations under this Agreement and there
shall be no uncured default of Buyer under any term of this
Agreement.

    


    
      
        
        

      

      
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    (b)           Delivery of
Documents.  Buyer shall have delivered to Seller the following
documents:

     

    (i)            
A certificate of the President of Buyer, dated the Closing Date, certifying, in
such form as compliance with the conditions set forth in Sections
6.2(a);

    


    (ii)    A copy of
resolutions adopted by the Board of Directors of Buyer approving this Agreement
and the transactions contemplated hereby, certified by an officer of the
Buyer.

    


    SECTION 7

    


    POST CLOSING
CONDITIONS

    


    7.1           Seller,
Butler, Rose D. Butler, and Holleman (the “Tax Obligors”) shall be jointly and
severally liable for any and all taxes, tax assessments, liabilities, penalties,
interests, liens, and other costs relating to the payment of taxes by Seller
that arose prior to the Closing Date (a “Tax Liability”), and each agree that
any such amounts that may become due and payable shall be paid directly by the
Tax Obligors.  If the Tax Obligors fail to make a Tax Liability
payment five days before such a payment is due, Buyer, in its sole discretion,
may offset the amount of any such Tax Liability against any amount due to any of
the Tax Obligors under this Agreement.

    


    


    SECTION 8

    


     

    CONFIDENTIALITY, NON-COMPETITION AND
NON-SOLICITATION

     

    8.1           Confidentiality.  On
and after the Closing Date, except as necessary to provide services to the
Company or as required by law, Seller agrees not to reveal or disclose to any
Person any Confidential Information, except as required by law, any Governmental
Body or any other governmental or regulatory agencies (including Tax Authorities
and any investigation or audit by a regulatory authority), or by litigation in
which Seller is a named party or in response to a subpoena or similar instrument
(in which case Seller shall inform the Company of such litigation and provide
the Company a reasonable period of time to file an objection to the production
of such Confidential Information prior to the production of such Confidential
Information by Seller).

     

    8.2           Non-Competition.  Seller,
Butler, Rose D. Butler, and Holleman each  agree that for  a
period of five years following the Closing Date (the “Non-Compete Period”), they
will not, directly or indirectly:

     

    (a)           Engage
in any activities that are Competitive with the Company.  For purposes
of this covenant, the term “Competitive” shall mean: providing services either
as a consultant, employee, agent, or independent contractor in or for a business
or group of business or entities engaged in or providing the
following:  human resource outsourcing and/or consulting; payroll
processing; workers compensation or health insurance sales or services; employee
leasing; staff leasing, or professional employer organization services;
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    (b)           Start
or own any entity that sells , directly or indirectly and service or product
offered or sold by Buyer.

     

    8.3           Non-Solicitation and Other
Restrictions.  During the Non-Competition Period, Seller shall
not, directly or in conjunction with any person or entity: (a) solicit or induce
in any manner or attempt to induce in any manner, any Person who is at such
time, or was prior to the Closing Date, any employee of the Company to terminate
or reduce their employment or other service relationship with the Company, or in
any way interfere with the relationship between the Company and any such
employee, or otherwise recruit, solicit, or attempt to do any of the foregoing
described in this subsection (a) with respect to any employee of the Company;
(b) solicit or otherwise attempt to encourage or induce, or assist any other
person or entity in encouraging or inducing, any customer of the Company to
cease doing business with, reduce doing business with or divert current business
or future business opportunities from the Company; (c) in any way interfere
with, or assist any other person or entity in interfering with, the relationship
between the Company and any of its customers; or (d) attempt or develop any
plan, or assist any other person or entity in their attempt or their development
of any plan, to do any of the foregoing.

     

    8.4           Covenant
Independent.  Each restrictive covenant set forth in this
Section 8 shall be construed as a covenant independent of any other covenant or
provision of this Agreement, and the existence of any claim or cause of action
against the Company, whether predicated upon another covenant or provision of
this Agreement or otherwise.

    


    8.5           Court
Proceedings.  In any action or proceeding by the Company
relating to or involving the enforcement of this covenant. Further, in any
action or proceeding by the Company to obtain a temporary restraining order
and/or preliminary injunction, Broker hereby agrees to waive the necessity of
the Company posting an injunction bond in order to obtain a temporary
restraining order and/or preliminary injunction.  Should the Company's
action for a temporary restraining order and/or motion for preliminary
injunction be granted in whole or in part and should the Company be ultimately
unsuccessful in obtaining a permanent injunction to enforce the
covenant.

    


    8.6           Survival of
Covenants.  All restrictive covenants contained in this
Agreement shall survive the termination of this Agreement, and can be assigned
by the Company to an affiliate or successor.

    


    SECTION 9

    


    INDEMNITY

    


    9.1           Indemnification by
Buyer.  Buyer shall indemnify Seller and hold it harmless from
and against any and all liabilities, claims, losses, costs and expenses
(including, without limitation, attorneys’ fees) arising out of (a) any failure
by Buyer to perform its obligations under this Agreement and (b) any
misrepresentation or breach of any warranty, representation or agreement of
Buyer under this Agreement, (c) Buyer’s ownership of the Assets or the Business
subsequent to the Closing, and (d) any liabilities of Seller which are being
assumed by Buyer hereunder.

    


    
      
        
        

      

      
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    9.2           Indemnification by
Seller.  Seller shall indemnify Buyer and hold it harmless from
and against any and all liabilities, claims, losses, costs and expenses
(including, without limitation, attorneys’ fees) arising out of (a) any failure
by Seller to perform its obligations under this Agreement, (b) any
misrepresentation or breach of any warranty, representation or agreement of
Seller under this Agreement, (c) Seller’s ownership of the Assets or the
Business prior to the Closing, and (d) any liabilities of Seller not
specifically assumed by Buyer hereunder.

    


    9.3           Notice and Right to
Defend.  Promptly upon receipt of notice of any claim, demand
or assessment or the commencement of any suit, action or proceedings in respect
of which indemnity may be sought on account of an indemnity agreement contained
in this Section, the party seeking indemnification (the “Indemnitee”) will
notify, within sufficient time to respond to such claim or answer or otherwise
plead in such action, the party from whom indemnification is sought (the
“Indemnitor”), in writing thereof.  Except to the extent that the
Indemnitor is not prejudiced thereby, the omission of such Indemnitee to notify
promptly the Indemnitor of any such claim or action shall not relieve such
Indemnitor from any liability which it may have to such Indemnitee in connection
therewith, on account of the indemnity agreements contained in this
Section.  In case any claim, demand or assessment shall be asserted or
a suit, action or proceeding commenced against the Indemnitee, and the
Indemnitee shall notify the Indemnitor of the commencement thereof, the
Indemnitor will be entitled to participate therein, and, to the extent that it
may wish, to assume the defense, conduct or settlement thereof, with counsel
reasonably satisfactory to the Indemnitee.  After notice from the
Indemnitor to the Indemnitee of its election so to assume the defense, conduct
or settlement thereof, the Indemnitor will not be liable to the Indemnitee for
any legal or other expenses subsequently incurred by the Indemnitee in
connection with the defense, conduct or settlement thereof.  The
Indemnitee will cooperate with the Indemnitor in connection with any such claim,
make personnel, books and records relevant to the claim available to the
Indemnitor, and grant such authorizations or powers of attorney to the agents,
representatives and counsel of the Indemnitor as the Indemnitor may reasonably
consider desirable in connection with the defense of any such
claim.

    


    


    SECTION 10

    


    MISCELLANEOUS

    


    10.1           Expenses.  Each
party hereto shall pay its own expenses incident to the negotiation, preparation
and consummation of this Agreement and all other agreements executed and
delivered by it hereunder or in connection herewith, including all fees and
expenses of its respective counsel and accountants.

    


    10.2           Further
Actions.  At any time and from time to time after the Closing,
each party hereto agrees, at its own expense, to take such actions and to
execute and deliver such documents as may be reasonably necessary to effectuate
the purposes of this Agreement.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    10.3           Survival.  The
representations, warranties, covenants and agreements contained in or made
pursuant to this Agreement shall survive for a period of twenty four (24)
months following
the date of the Closing, irrespective of any investigation made by or on behalf
of any party hereto.

    


    10.4           Modification.  This
Agreement and the Schedules and Exhibits hereto set forth the entire
understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter, and
may be modified only by a written instrument duly executed by each party
hereto.

    


    10.5           Notices.  Any
notice or other communication provided for hereunder to any party hereto shall
be in writing, sent by U.S. mail, overnight courier or personally delivered, and
shall be deemed to have been duly given upon the earlier of actual or first
attempted delivery, as follows:

    


    If to
Seller:                             Gene
Butler

    2001 Dove Lane

    Clayton, NC 27520

    &

    LaDonna Holleman

     9 Knollwood Pl

    Clayton, NC 27527

    


    If to
Buyer:                            The
Resourcing Solutions Group, Inc.

    7621 Little Avenue

    Suite 101

    Charlotte, NC 28226

    ATTN: Gary Musselman,
President

    


    


    or at
such other address as either such party shall from time to time designate by
written notice, in the manner provided herein, to the other party
hereto.  All references to days in this Agreement shall be deemed to
refer to calendar days, unless otherwise specified.

    


    10.6           Waiver.  Any
waiver must be in writing, and any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision of
this Agreement.  The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions will not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term of any other term of this Agreement.

    


    10.7           Binding Effect;
Assignment.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other party, and any purported
assignment without such consent shall be void.

    


    
      
        
        

      

      
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    10.8           Headings.  The
headings in this Agreement are solely for convenience or reference and shall be
given no effect in the construction or interpretation of this
Agreement.

    


    10.9           Governing Law and
Venue.  This Agreement is being executed in and shall be
governed by and construed in accordance with the laws of the State of North
Carolina, without giving effect to conflict of laws.  The exclusive
venue for bringing any action to enforce a term or condition of this Agreement
of any agreement attached hereto shall be the state or federal courts located in
Mecklenburg County, North Carolina.

    


    10.10          Incorporation by
Reference.  The Schedules and Exhibits attached hereto are an
integral part of this Agreement and are incorporated herein by
reference.

    


    10.11          Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.

    


    10.12          Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law; but if any provision of this
Agreement or the application thereof to any party or circumstance shall be
prohibited by or deemed by a court of competent jurisdiction to be invalid under
applicable law, such provision shall be ineffective to the minimal extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement or the application of
such provision to other parties or circumstances.

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first written above.

     

     

    
      	 	CAPITAL
      RESOURCES GROUP, LLC:
	 	 
	 	By:
      /s/ EUGENE F.
      BUTLER
	 	 
	 	Its
      Member
      Manager
	 	 
	 	 
	 	EUGENE
      F. BUTLER, Individually
	 	 
	 	/s/ EUGENE F.
      BUTLER


    

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 	 
	 	 
	 	ROSE
      D. BUTLER, Individually
	 	 
	 	/s/ ROSE D.
      BUTLER
	 	 
	 	 
	 	LADONNA
      HOLLEMAN, Individually
	 	 
	 	/s/ LADONNA
      HOLLEMAN
	 	 
	 	 
	 	RESOURCING
      SOLUTIONS GROUP, INC.:
	 	 
	 	/s/ GARY
      MUSSELMAN
	 	By:
      Gary Musselman
	 	 
	 	Its
      President
	 	 


    

    

 

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    


    INDEX OF SCHEDULES AND
EXHIBITS

     

     

    
      	Schedule No.	 
	 	 
	
               1.1

            	Assets
	
               2.3

            	Allocation
      of Purchase Price
	
               4.2

            	Required
      Consents
	
               4.7

            	Litigation
	
               4.9

            	Contracts
      and Commitments
	 	 
	Exhibit No.	 
	 	 
	
               A

            	Employment
      Agreement
	
               B

            	Commission
      Agreement
	 	 


    

    


     

     

     

     

     

     

     

    -15-