rsg_ex1014.htm


    
      Exhibit
        10.14

       

      Exhibit
        A

      


      NON-NEGOTIABLECONVERTIBLE
        PROMISSORY NOTE

      


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

      


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

      


      
        	
                May
                  17, 2007

              	
                $200,000.00

              


      

       

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

      


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

      


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

      


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

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

      


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

      


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

      


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

      


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

      


       

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

              	 	 	
                /s/
                  ANTOINETTE
                  PETERSON

              	 
	Name:	
                Gary
                  Musselman

              	 	 	
                
                  Antoinette
                    Peterson

                

              	 
	Title:	
                President/CEO

              	 	 	
                 

              	 
	 	 	 	 	 	 
	 	 	 	 	/s/
                MICHAEL PETERSON	 
	 	 	 	 	Michael
                Peterson	 


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      EXHIBIT
        A-1

      NOTICE
        OF CONVERSION

      AT
        THE ELECTION OF THE HOLDER

      


       

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

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

      


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