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;
      or

    


    
      
        
        

      

      
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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-