ex10-63.htm


    
      

    

    
      Exhibit
10.63

    

     

    COMMON
STOCK PURCHASE AGREEMENT

     

    Private
and Confidential

     

              THIS
COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed
date below (the “Effective Date”), by and among Abacus Global Investments, Corp.
an entity with a principle address of 318 Holiday Drive, Hallandale Beach, FL
33009 (the “Buyer”) and Belmont Partners, LLC a Virginia limited liability
company with a principal address of 360 Main Street, Washington Virginia 22747
(“Seller”), and Contracted Services, Inc. a public vehicle organized in the
state of Florida and traded under the symbol “CSEV” (the “Company”) and Escrow,
LLC (“Escrow Agent”) (Buyer, Seller and Company each a “Party” and collectively
the “Parties”).

     

    WITNESSETH:

     

              WHEREAS,
the Company currently has seven hundred fifty million (750,000,000) authorized
shares of common stock, of which approximately one hundred one million six
hundred twenty five thousand (101,625,000) common shares are issued and
outstanding and Seller agrees to provide Buyer a block of stock representing a
controlling interest of the Company’s capital stock consisting of ninety three
million seven hundred fifty (93,750,000) shares of common stock (the “Stock”).
The Company also has no authorized shares of preferred stock.

     

              NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and conditions
hereof, the Parties agree as follows:

    
      	 
      	 
      	 
      
	
              1.

            	
              Agreement
      to Purchase and Sell. Seller will sell to Buyer and Buyer agrees to
      purchase the Stock in exchange for:

            
	 
      	 
      	 
      
	 
      	
              a)          two
      hundred sixty two thousand five hundred U.S. dollars ($262,500.00)
      together with two hundred U.S. dollars representing Buyer’s half of the
      Escrow Fees (the “Purchase Price”), to be paid to Seller according to the
      terms and conditions set forth in Section 3 herein;
and,

            
	 
      	 
      	 
      
	 
      	
              b)          one
      and one half percent (1.5%) of the issued and outstanding common stock of
      the Company according to the terms and conditions set forth in Section
      3(e) herein (the “Position”).

            
	 
      	 
      	 
      
	 
      	
              c)          The
      effective date of all stock transferred pursuant to this Agreement shall
      be the Effective Date of this Agreement and shall be memorialized on the
      face of the certificates evidencing such stock.

            
	 
      	 
      	 
      
	
              2.

            	
              Closing.
      On the Effective Date (the “Closing”) the Parties shall perform, in
      order:

            
	 
      	 
      	 
      
	 
      	
              a)          Buyer
      shall deliver to Seller a copy of this Agreement executed by
      Buyer;

            


    

     

    
      
         


      

      
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              b)          Seller
      shall deliver a fully executed copy of this Agreement to
      Buyer;

            
	 
      	 
      
	 
      	
              c)          The
      Escrowed Funds (defined in Section 3(a) herein) shall be released to
      Seller;

            
	 
      	 
      
	 
      	
              d)          The
      Company’s shareholders and directors shall execute a joint resolution
      approving the terms of this Agreement and the appointment of Buyer’s
      designees to a majority of seats on the Board of Directors for the Company
      (the “Joint Resolution”);

            
	 
      	 
      
	 
      	
              e)          Buyer
      shall deliver to Seller a resolution of the board of directors of the
      Company and Irrevocable Transfer Agent Instructions to effectuate
      performance of Sections 1(b) and 3(e) of this Agreement (attached hereto
      as Exhibit 2 and 3) (the “Board Resolution”);

            
	 
      	 
      
	 
      	
              f)          Buyer
      shall deliver to Seller a resolution of the majority shareholders of the
      Company to effectuate performance of Section 1(b) and 3(e) of this
      Agreement (attached hereto as Exhibit 4) (the “Shareholder
      Resolution”);

            
	 
      	 
      
	 
      	
              g)          Buyer
      shall deliver to Escrow Agent the Proxy (as defined in Paragraph 4(a)
      herein and attached as Exhibit 1);

            
	 
      	 
      
	 
      	
              h)          Seller
      shall deliver to Buyer the Joint Resolution;

            
	 
      	 
      
	 
      	
              i)          Upon
      initial release of the deposit from the Escrow Account, Seller shall
      deliver to Buyer, to the extent reasonably available to Seller, and after
      the full performance of Section 3(a), true and correct copies of the
      Company’s business, financial and corporate records including but not
      limited to: correspondence files, bank statements, checkbooks, minutes of
      shareholder and directors meetings, financial statements, shareholder
      listing, stock transfer records, agreements and contracts;
      and,

            
	 
      	 
      
	 
      	
              j)          Seller
      shall (i) immediately deposit the certificate(s) evidencing the Stock
      together with Stock Powers to transfer the Stock to the Buyer into the
      Escrow Account, and (ii) direct the Escrow Agent to deliver the Stock
      certificates to Buyer, immediately after the full performance of Sections
      2(a) through 2(g) herein.

            
	 
      	 
      
	
              3.

            	
              Payment
      Terms.

            
	 
      	 
      
	 
      	
              a)          Buyer
      shall place a deposit of twenty seven thousand five hundred U.S. Dollars
      ($27,500.00) into an escrow account with the Escrow Agent on behalf of the
      Seller (the “Deposit”) on the Closing date. The balance of the Purchase
      Price (the “Balance”) shall be due and payable on the following dates
      (each a “Maturity Date”, collectively the “Maturity
    Dates”):

            


    

     

    
      	 
      	 
      	
              (i)          Payment
      in the amount of seven thousand two hundred twenty two U.S. dollars
      ($7,222.00) on or before sixty (60) days from the Effective
      Date;

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)         Payment
      in the amount of fourteen thousand four hundred forty four U.S. dollars
      ($14,444.00) on or before ninety (90) days from the Effective
      Date;

            


    

     

    
      
         


      

      
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              (iii)          Payment
      in the amount of twenty one thousand six hundred sixty six U.S. dollars
      ($21,666.00) on or before one hundred twenty (120) days from the Effective
      Date.

            
	 
      	 
      	 
      
	 
      	 
      	
              (iv)          Payment
      in the amount of twenty eight thousand eight hundred eight nine U.S.
      dollars ($28,889.00) on or before one hundred fifty (150) days from the
      Effective Date.

            
	 
      	 
      	 
      
	 
      	 
      	
              (v)          Payment
      in the amount of thirty six thousand one hundred eleven U.S. dollars
      ($36,111.00) on or before one hundred eighty (180) days from the Effective
      Date.

            
	 
      	 
      	 
      
	 
      	 
      	
              (vi)          Payment
      in the amount of forty three thousand three hundred thirty four U.S.
      dollars ($43,334.00) on or before two hundred ten (210) days from the
      Effective Date.

            
	 
      	 
      	 
      
	 
      	 
      	
              (vii)          Payment
      in the amount of fifty thousand five hundred fifty six U.S. dollars
      ($50,556.00) on or before two hundred forty (240) days from the Effective
      Date.

            
	 
      	 
      	 
      
	 
      	 
      	
              (viii)          Payment
      in the amount of thirty two thousand seven hundred seventy eight U.S.
      dollars ($32,778.00) on or before two hundred seventy (270) days from the
      Effective Date.

            
	 
      	 
      	 
      
	 
      	
              b)         Wire
      transfer of all payments hereunder shall be made on or before each
      payment’s respective Maturity Date by wire transfer of immediately
      available funds to Seller’s account as
follows:

            


    

     

    
      	 
      	 
      	
              Bank
      Name:

            	 
      	
              Rappahannock
      National Bank

            
	 
      	 
      	 
      	 
      	
              7
      Bank Road

            
	 
      	 
      	 
      	 
      	
              Washington,
      Virginia 22747

            
	 
      	 
      	
              Account
      Name:

            	 
      	
              Belmont
      Partners, LLC

            
	 
      	 
      	
              Account
      Number:

            	 
      	
              1089129

            
	 
      	 
      	
              Routing
      Number:

            	 
      	
              051402974

            


    

     

    
      	 
      	
              c)          The
      Purchase Price may be prepaid in whole or in part at any time, at the
      option of Buyer without premium or penalty.

            
	 
      	 
      	 
      
	 
      	
              d)          If
      at any time during the term of this Agreement Buyer shall fail to pay a
      payment on or before the payment’s respective Maturity Date, and such
      failure by Buyer to pay the payment continues for a period of ten (10)
      days from such payment’s Maturity Date (“Failed Payment”), the Failed
      Payment shall bear an interest rate of eighteen percent (18%) per annum
      from the date when Failed Payment was due until Failed Payment is received
      by Seller by wire transfer. The payments of interest hereunder shall not
      be required to the extent that receipt of any such interest by the Seller
      would be contrary to provisions
      of law applicable to the Seller limiting the maximum rate of interest that
      may be charged or collected by the
  Seller.

            


    

     

    
      
         


      

      
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              e)

            	
               Stock
      Position.

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)   In
      consideration of the benefits provided to the Company hereby, Company
      shall issue and deliver to Seller, such fully paid, non-assessable
      restricted shares of the Company’s common stock equal to a one and one
      half percent (1.5%) immediately after the Merger (as defined in Section 14
      herein) ownership interest in the Company (the “Position”). The Position
      shall be based on the capital structure of the Company post Merger (taking
      into account any and all shares issued relating to the Merger). The
      Position shall be non-dilutable with respect to (a) any transactions
      involving any company listed in Exhibit A during the nine (9) month period
      immediately following the Merger as defined in Section 14 and (b) any
      financings that are made by the Company during the four (4) month period
      immediately following the Merger as defined in Section 14. Buyer shall
      take all steps necessary to fully effectuate the provisions of this
      Section 3.

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)   Certificate(s)
      evidencing the Position shall be issued and delivered to the Seller
      immediately following the actions anticipated by Section 3(e)(i) herein
      (the “Actions”), but in no case later than eleven (11) months following
      the Effective Date hereof. In the event that all Actions have not been
      completed by the eleventh month anniversary of this Agreement, Seller
      shall transfer to Buyer shares comprising the Position on that date and
      shall issue additional shares as necessary following completion of the
      Actions.

            
	 
      	 
      	 
      
	 
      	
              f)         The
      Parties acknowledge and agree that the Position shall be newly issued,
      restricted common shares of the Company. Seller will deliver to Buyer and
      Company a legal opinion of Seller’s counsel regarding the removal of
      restrictions from the Position, which legal opinion and legal counsel
      shall be reasonably acceptable to the Company. In the event that, in one
      year from the date of the execution of this Agreement, the Position can
      not be sold in accordance with Rule 144 of the Securities Act of 1933, due
      to the fault of Buyer, the Seller shall have demand registration rights on
      such Position at such time. In the event that Buyer (i) does not provide
      for the removal of restrictions from the shares comprising the Position in
      accordance with Rule 144, (ii) unreasonably refuses to recognize the
      opinion of Seller’s counsel regarding the removal of such restrictions, or
      (iii) does not register such shares, the Company and the Buyer, jointly
      and severally, shall pay to Seller liquidated damages in the amount of the
      bid price per share as of the one year anniversary of this Agreement (as
      reported by the national market on which the shares trade) multiplied by
      the number of shares in the Position. The Parties agree that the
      liquidated damages hereunder are not a penalty. If Buyer pays Seller such
      liquidated damages, such payment shall satisfy all of Buyer’s obligations
      to Seller regarding the Position.

            
	 
      	 
      	 
      
	 
      	
              g)         In
      consideration of the benefits provided to the Company hereby, Company and
      Buyer agree to be jointly and severally liable for all amounts due
      hereunder and all other obligations of this Stock Purchase
      Agreement.

            


    

     

    
      
         


      

      
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              4.

            	
              Proxy.

            
	 
      	 
      
	 
      	
              a)          In
      order to ensure performance under Section 3 of this Agreement, the Parties
      hereby recognize the Agreement to Prevent Resale and Dilution and
      Irrevocable Proxy Coupled with an Interest (the “Proxy”) as being legally
      binding and fully valid. The Parties understand and agree that the Proxy
      shall be valid from the Closing Date until such time as the Buyer and the
      Company merge and the Company executes a Secured Promissory Note (the
      “Secured Promissory Note”) for the remaining balance of the Purchase
      Price. Such Secured Promissory Note shall be secured by a 1st
      priority security interest in assets of the Company having a value at the
      time the Secured Promissory Note is signed equal to two times the
      remaining balance of the Purchase Price. The Proxy shall be held in escrow
      by the Escrow Agent until such time as the Proxy may be released according
      to Section 4(c) herein.

            
	 
      	 
      
	 
      	
              b)          Escrow
      Agent’s Rights; Exculpation. The Proxy shall be held in the possession of
      the Escrow Agent. The Escrow Agent shall have the authority and power to
      take such actions and to exercise such powers as are specifically
      delegated to the Escrow Agent by the terms of the Escrow Agreement The
      Escrow Agent shall be under no duty with respect to the Proxy except to
      account therefore in due course, pursuant to the terms and conditions
      hereof.

            
	 
      	 
      
	 
      	
              c)          Upon
      notification of Buyer’s Default (as defined in Section 5 herein) and prior
      to the Merger, the Escrow Agent shall release the Proxy to the Transfer
      Agent with a copy to the Seller and Company.

            
	 
      	 
      
	 
      	
              d)          The
      Escrow Agent shall not be liable hereunder in its capacity as Escrow
      Agent, agent or bailee for any action taken or omitted by it hereunder
      except for its gross negligence or willful breach.

            
	 
      	 
      
	
              5.

            	
              Default. The following
      conditions or events shall constitute events of default (“Event(s) of
      Default”):

            
	 
      	 
      
	 
      	
              a)          if
      the Buyer or Company shall default in the performance of or compliance
      with any material term contained in this Agreement and such default is not
      cured within ten (10) days of the events set forth in 5(b)
      hereof;

            
	 
      	 
      
	 
      	
              b)          if
      the Buyer or Company shall be in breach or otherwise default in the
      performance of, or compliance with, any other term contained herein in any
      material respect and such breach or default is not remedied within ten
      (10) days of either:

            
	 
      	 
      
	 
      	 
      	
              (i)          an
      officer of the Buyer or Company obtaining knowledge of such
      default;

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)          Buyer’s
      or Company’s Notification of such default; such notification shall be
      effective two (2) days from the date of notice sent to the Buyer and
      Company in accordance with the provisions of Section 25
      hereof;

            


    


    
      
         


      

      
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              c)         if
      any representation or warranty made in writing by or on behalf of the
      Buyer herein or in any instrument furnished in compliance with or in
      reference hereto or otherwise in connection with the transactions
      contemplated hereby shall prove to have been false or incorrect in any
      material respect on the date as of which made;

            
	 
      	 
      
	 
      	
              d)         if
      the Buyer or Company shall:

            
	 
      	 
      
	 
      	 
      	
              (i)          be
      generally not paying its debts as they become due;

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)          file,
      or consent by answer or otherwise to the filing against it of, a petition
      for relief or reorganization or arrangement or any other petition in
      bankruptcy, for liquidation or to take advantage of any bankruptcy or
      insolvency law of any jurisdiction;

            
	 
      	 
      	 
      
	 
      	 
      	
              (iii)          make
      an assignment for the benefit of its creditors;

            
	 
      	 
      	 
      
	 
      	 
      	
              (iv)          consent
      to the appointment of a custodian, receiver, trustee or other officer with
      similar powers with respect to it or with respect to any substantial part
      of its property;

            
	 
      	 
      	 
      
	 
      	 
      	
              (v)          be
      adjudicated an insolvent or be liquidated; or,

            
	 
      	 
      	 
      
	 
      	 
      	
              (vi)          take
      corporate action for the purpose of any of the
  foregoing;

            
	 
      	 
      	 
      
	 
      	
              e)         if
      a court or governmental authority of competent jurisdiction shall enter an
      order appointing, without consent by the Buyer or Company, a custodian,
      receiver, trustee or other officer with similar powers with respect to it
      or with respect to any substantial part of its property, or constituting
      an order for relief or approving a petition for relief or reorganization
      or any other petition in bankruptcy or for liquidation or to take
      advantage of any bankruptcy or insolvency law of any jurisdiction, or
      ordering the dissolution, winding-up or liquidation of the Buyer or
      Company, or if any such petition shall be filed against the Buyer or
      Company and such petition shall not be dismissed within thirty (30) days;
      or,

            
	 
      	 
      
	 
      	
              f)         if
      a final judgment which, with other outstanding final judgments against the
      Buyer or Company, exceeds five hundred thousand dollars ($500,000.00)
      shall be entered against the Buyer or Company and if, within seventy five
      (75) days after entry thereof, such judgment shall not have been
      discharged or execution thereof stayed pending appeal, or if, within sixty
      (60) days after the expiration of any such stay, such judgment shall not
      have been discharged.

            


    

     

    
      
         


      

      
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              6.

            	
              Remedies
      on Default.

            
	 
      	 
      
	 
      	
              a)          Upon
      the occurrence of any Event of Default, the Seller may proceed to protect
      and enforce its rights by suit in equity, action at law and/or other
      appropriate proceeding either for specific performance of any covenant,
      provision or condition contained in this Agreement, or in aid of the
      exercise of any power granted in this Agreement, and (unless there shall
      have occurred an Event of Default under Section 5(d) or 5(e), in which
      case the unpaid balance due hereunder shall automatically become due and
      payable) may at its sole option and with no further notice to the Buyer
      declare all or any part of the unpaid principal amount of the Agreement
      then outstanding to be forthwith due and payable, and thereupon such
      unpaid principal amount or part thereof, together with interest accrued at
      a rate of eighteen percent (18%) per annum thereon and all other sums, if
      any, payable under this Agreement shall become so due and payable without
      presentation, presentment, protest or further demand or notice of any
      kind, all of which are hereby expressly waived, and the Seller may proceed
      to enforce payment of such amount or part thereof in such manner as Seller
      may elect.

            
	 
      	 
      
	 
      	
              b)          Annulment
      of Defaults. An Event of Default shall not be deemed to be in existence or
      to have occurred for any purpose of this Agreement until the expiration of
      any and all grace periods under this Agreement or if the Seller shall have
      waived such event in writing or stated in writing that such event has been
      cured to its reasonable satisfaction. No waiver or statement of
      satisfactory cure pursuant to this Section 6(b) shall extend to or affect
      any subsequent or other Event of Default not specifically identified in
      such waiver or statement of satisfactory cure or impair any other rights
      of the Seller herein.

            
	 
      	 
      
	 
      	
              c)          Discretionary
      Release. Seller may, if Buyer and Company have not effectuated a merger,
      at Seller’s sole discretion, instruct the Escrow Agent to release the
      Proxy in accordance with Section 7 herein if any Event of Default shall
      have been in existence for a period of ten (10) days.

            
	 
      	 
      
	 
      	
              d)          Foreclosure
      in Reliance on Secured Promissory Note. Seller may, at Seller’s sole
      discretion, if any Event of Default shall have been in existence for a
      period of ten (10) days, seek foreclosure or any other remedy available to
      seller according to the terms and conditions of the Secured Promissory
      Note.

            
	 
      	 
      
	
              7.

            	
              Proxy
      Release.

            
	 
      	 
      
	 
      	
              a)          Upon
      any Event of Default, and subject to the terms and limitations of Sections
      6(c) herein, the Seller shall instruct the Escrow Agent to release the
      Proxy to the Seller and Company.

            
	 
      	 
      
	 
      	
              b)          Upon
      any Event of Default, Seller may at its sole discretion deliver notice of
      default to the Escrow Agent and Buyer. Immediately upon receipt of the
      Notice of Default, the Escrow Agent shall deliver the Proxy to the
      Transfer Agent with a copy to the Seller and Company, thereby affording
      Seller all the rights defined in the Proxy as referenced in Section 4
      herein.

            


    

     

    
      
         


      

      
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              8.

            	
              Transfer
      Agent.

            
	 
      	 
      
	 
      	
              a)          Until
      the closing of the Merger, Buyer agrees that Pacific Stock Transfer, LLC
      (the “Transfer Agent”) shall act as the Company’s sole transfer agency,
      and Transfer Agent shall have full power and authority to act on behalf of
      the Company in connection with the issuance, transfer, exchange and
      replacement of all of the Company’s stock certificates.

            
	 
      	 
      	 
      
	 
      	
              b)          Transfer
      Agent shall have full power and authority to act according to the
      Irrevocable Proxy.

            
	 
      	 
      	 
      
	
              9.      
       Collections. Should the
      indebtedness represented by this Agreement or any part thereof be
      collected at law or in equity, or in bankruptcy, receivership or any other
      court proceedings (whether at the trial or appellate level), or should any
      amount due under this Agreement be placed in the hands of attorneys, or
      other collection agents, for collection upon default, Buyer agrees to pay,
      in addition to the principal, premium and interest due and payable hereon,
      all costs of collection, including reasonable attorneys’ fees and
      expenses.

            
	 
      	 
      	 
      
	
              10.     Representations
      and Warranties of Seller and the Company. Seller and Company hereby
      jointly and severally represent and warrant, for a period
      of twelve (12) months from the Effective Date, to Buyer that the
      statements in the following paragraphs of this Section 10 are all true and
      complete as of the date hereof:

            
	 
      	 
      	 
      
	 
      	
              a)          Title
      to Stock. Seller is the record and beneficial owner and has sole
      managerial and dispositive authority with respect to the Stock and has not
      granted any person a proxy that has not expired or been validly withdrawn.
      The sale and delivery of the Stock to Buyer pursuant to this Agreement
      will vest in Buyer the legal and valid title to the Stock, free and clear
      of all liens, security interests, adverse claims or other encumbrances of
      any character whatsoever (“Encumbrances”) (other than Encumbrances created
      by Buyer and restrictions on resales of the Stock under applicable
      securities laws).

            
	 
      	 
      	 
      
	 
      	
              b)          Liabilities
      of the Company. Seller represents and warrants to the best knowledge of
      Seller after due inquiry that as of the Closing, the Company will not have
      any liabilities contingent or otherwise. Buyer is solely responsible for
      conducting its own due diligence with respect to the Company and its
      liabilities and for gathering enough information upon which to base an
      investment decision in the Stock. Buyer acknowledges
  that:

            
	 
      	 
      	 
      
	 
      	 
      	
               
      (i)          Seller has
      made no representations with respect to the Company or its status except
      as explicitly stated in this Agreement; and,

            
	 
      	 
      	 
      
	 
      	 
      	
               
      (ii)          Except as
      set forth in this Agreement, the Company is being sold “as
      is”.

            
	 
      	 
      	 
      
	 
      	
              c)          Full
      Power and Authority. Seller represents that it has full power and
      authority to enter into this Agreement and the board of directors of
      Company has authorized the execution and delivery of this Agreement by
      Company and has approved the transactions contemplated by this
      Agreement.

            


    

     

    
      
         


      

      
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              d)          Seller
      Indemnification of Buyer. Seller represents that for a period of twelve
      (12) months following the Closing, Seller shall indemnify Buyer, subject
      to the terms and conditions of this Section, for the full value of any
      liabilities incurred by the Company prior to the date of Closing and not
      disclosed in this Agreement. In no circumstance shall such indemnification
      in the aggregate exceed the Purchase Price.

            
	 
      	 
      
	 
      	
              e)          Absence
      of Certain Events. Except as set forth in this Agreement or the schedules
      hereto, since March 31, 2009, there has not been (i) any material adverse
      change in the business, operations, financial condition, or prospects of
      Company; or (ii) any damage, destruction, or loss to Company (whether or
      not covered by insurance) materially and adversely affecting the business,
      operations, financial condition, or prospects of
  Company.

            
	 
      	 
      	 
      
	 
      	
              f)          Litigation
      and Proceedings. To the best of Seller’s knowledge after due inquiry,
      there are no actions, suits, proceedings, or investigations pending or, to
      the knowledge of Company, threatened by or against Company, or affecting
      Company, or its properties, at law or in equity, before any court or other
      governmental agency or instrumentality, domestic or foreign, or before any
      arbitrator of any kind.

            
	 
      	 
      	 
      
	 
      	
              g)          Organization.
      Company is a corporation duly organized, validly existing, and in good
      standing under the laws of the State of Florida. A certified copy of the
      Articles of Incorporation and bylaws of Company are attached hereto as
      Schedule 10(g). Company has the power and is duly authorized, qualified,
      franchised, and licensed under all applicable laws, regulations,
      ordinances, and orders of public authorities to own all of its properties
      and assets and to carry on its business in all material respects as it is
      now being conducted, including qualification to do business as a foreign
      corporation in jurisdictions in which the character and location of the
      assets owned by it or the nature of the business transacted by it requires
      qualification. The execution and delivery of this Agreement does not, and
      the consummation of the Transactions in accordance with the terms hereof
      will not, violate any provision of Company’s organizational documents.
      Company has taken all action required by laws, its articles of
      incorporation, certificate of business registration, or otherwise to
      authorize the execution and delivery of this Agreement. Company has full
      power, authority, and legal right and has taken or will take all action
      required by law, its Certificate of Incorporation, and otherwise to
      consummate the Transactions. Company is a corporation in good standing
      under the laws of the state of Florida and shall receive a certificate of
      good standing from the Secretary of State of the State of Florida, dated
      as of a date within ten days prior to the Closing Date certifying that
      Company is in good standing as a corporation in the State of
      Florida.

            
	 
      	 
      	 
      
	 
      	
              h)          Capitalization.
      Company has a total of 101,625,000 issued and outstanding shares of common
      stock, each of which is legally issued, fully paid, and non-assessable.
      All such shares of Company Common Stock are held of record by the Company
      Shareholders. Company has no other capital stock, warrants, options, or
      other securities convertible into shares of Company capital stock,
      outstanding other than the Company Common
Stock.

            


    

     

    
      
         


      

      
        - 9
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                i)          No
      Conflict With Other Instruments. The execution of this Agreement
      and the consummation of the Transactions will not result in the breach of
      any term or provision of, or constitute an event of default under,
      any material indenture, mortgage, deed of trust, or other material
      contract, agreement, or instrument to which Company is a party or to which
      any of its properties or operations are subject.

              

            
	 
      	 
      	 
      
	 
      	
              j)          Compliance
      With Laws and Regulations. To the best of its knowledge, Company
      has complied with all applicable statutes and regulations of any Federal,
      state, or other applicable governmental entity or agency thereof, except
      to the extent that noncompliance would not materially and adversely affect
      the business, operations, financial condition, or prospects of Company or
      except to the extent that noncompliance would not result in the incurrence
      of any material liability.

            
	 
      	 
      	 
      
	
              11.     Representations
      and Warranties of Buyer. Buyer hereby represents and warrants to
      Seller that the statements in the following paragraphs of this Section 11
      are all true and complete as of the date hereof:

            
	 
      	 
      	 
      
	 
      	
              a)          Affidavit
      of Source of Funds. Prior to each transfer to Seller or each deposit into
      escrow, Buyer shall execute an Affidavit of Source of Funds (attached
      hereto as Exhibit 11), which attests that the funds to be transferred are
      not the proceeds of nor are intended for or being transferred in the
      furtherance of any illegal activity or activity prohibited by federal or
      state laws. Such activity may include, but is not limited to: tax evasion;
      financial misconduct; environmental crimes; activity involving drugs and
      other controlled substances; counterfeiting; espionage; kidnapping;
      smuggling; copyright infringement; entry of goods into the United States
      by means of false statements; terrorism; terrorist financing or other
      material support of terrorists or terrorism; arms dealing; bank fraud;
      wire fraud; mail fraud; concealment of assets or any effort by conspiracy
      or otherwise to defeat, defraud or otherwise evade, any party or the Court
      in a bankruptcy proceeding, a receiver, a custodian, a trustee, a marshal,
      or any other officer of the court or government or regulatory official;
      bribery or any violation of the Foreign Corrupt Practices Act; trading
      with enemies of the United States; forgery; or fraud of any kind. Buyer
      further warrants that all transfers of monies will be in accordance with
      the Money Laundering Control Act of 1986 as amended.

            
	 
      	 
      	 
      
	 
      	
              b)          Exempt
      Transaction. Buyer understands that the offering and sale of the Stock is
      intended to be exempt from registration under the Securities Act of 1933,
      as amended (the “Act”) and exempt from registration or qualification under
      any state law.

            
	 
      	 
      	 
      
	 
      	
              c)          Full
      Power and Authority. Buyer represents that it has full power and authority
      to enter into this Agreement.

            
	 
      	 
      	 
      
	 
      	
              d)          Stock.
      The Stock to be purchased by Buyer hereunder will be acquired for
      investment for Buyer’s own account, not as a nominee or agent, and not
      with a view to the public resale or distribution thereof, and Buyer has no
      present intention of selling, granting any participation in, or otherwise
      distributing the same.

            


    

     

    
      
         


      

      
        - 10
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              e)          Information
      Concerning the Company. Buyer has conducted its own due diligence with
      respect to the Company and its liabilities and believes it has enough
      information upon which to base an investment decision in the Stock. Buyer
      acknowledges that Seller has made no representations with respect to the
      Company, its status or the existence or non-existence of any liabilities
      except as explicitly stated in this Agreement.

            
	 
      	 
      	 
      
	 
      	
              f)          Investment
      Experience. The Buyer understands that purchase of the Stock involves
      substantial risk. The Buyer:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (i)          has
      experience as a purchaser in securities of companies in the development
      stage and acknowledges that he can bear the economic risk of Buyer’s
      investment in the Stock; and,

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)          has
      such knowledge and experience in financial, tax, and business matters so
      as to enable Buyer to evaluate the merits and risks of an investment in
      the Stock, to protect Buyer’s own interests in connection with the
      investment and to make an informed investment decision with respect
      thereto.

            
	 
      	 
      	 
      
	 
      	
              g)          No
      Oral Representations. No oral or written representations have been made
      other than or in addition to those stated in this Agreement. Buyer is not
      relying on any oral statements made by Seller, Seller’s representatives,
      employee’s or affiliates in purchasing the Stock.

            
	 
      	 
      	 
      
	 
      	
              h)          Restricted
      Securities. Buyer understands that the Stock is characterized as
      “restricted securities” under the Act inasmuch as they were acquired from
      the Company in a transaction not involving a public
    offering.

            
	 
      	 
      	 
      
	 
      	
              i)          Opinion
      Necessary. Buyer acknowledges that if any transfer of the Stock is
      proposed to be made in reliance upon an exemption under the Act, the
      Company may require an opinion of counsel satisfactory to the Company that
      such transfer may be made pursuant to an applicable exemption under the
      Act. Buyer acknowledges that a restrictive legend appears on the Stock and
      must remain on the Stock until such time as it may be removed under the
      Act.

            
	 
      	 
      	 
      
	 
      	
              j)          Shareholder
      Value. Buyer represents that Buyer intends to implement a business plan
      designed to return value to the shareholders of the
    Company.

            
	 
      	 
      	 
      
	 
      	
              k)          Compliance.
      Buyer shall comply with all applicable securities laws, rules and
      regulations regarding this Agreement, the Merger and all related
      transactions, including but not limited to filing any forms required by
      the U.S. Securities and Exchange Commission.

            
	 
      	 
      	 
      
	 
      	
              l)          Proxy.
      Company and Buyer recognize the Proxy as being legally binding and fully
      valid. Company and Buyer hereby knowingly, and to the fullest extent,
      waive any and all objections to the validity or execution of the
      Proxy.

            


    

     

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              12.     Indemnification.

            
	 
      	 
      
	 
      	
              a)          Indemnification
      - Buyer. During a period of 12 months commencing from the Effective Date
      of this Agreement, Buyer shall indemnify and hold harmless the Seller, its
      members, officers, directors, agents, employees, attorneys, accountants,
      consultants, subsidiaries, successors, affiliates and assigns (“Seller
      Indemnitees”) from and against any and all losses, damages, expenses and
      liabilities (collectively “Liabilities”) or actions, investigations,
      inquiries, arbitrations, claims or other proceedings in respect thereof,
      including enforcement of this Agreement (collectively “Actions”)
      (Liabilities and Actions are herein collectively referred to as “Losses”)
      arising out of or related to the failure by Buyer to fulfill its
      obligations under this Agreement. Losses include, but are not limited to
      all reasonable legal fees, court costs and other expenses incurred in
      connection with investigating, preparing, defending, paying, settling or
      compromising any suit in law or equity arising out of this Agreement or
      for any breach of this Agreement. The indemnification of Seller by Buyer
      shall be limited to an amount equal to the Purchase
  Price.

            
	 
      	 
      
	 
      	
              b)          Indemnification
      - Seller. During a period of 12 months commencing from the Effective Date
      of this Agreement, Seller shall indemnify and hold harmless the Buyer, its
      members, officers, directors, agents, employees, attorneys, accountants,
      consultants, subsidiaries, successors, affiliates and assigns (“Buyer
      Indemnitees”) from and against any and all losses, damages, expenses and
      liabilities (collectively “Liabilities”) or actions, investigations,
      inquiries, arbitrations, claims or other proceedings in respect thereof,
      including enforcement of this Agreement (collectively “Actions”)
      (Liabilities and Actions are herein collectively referred to as “Losses”)
      arising out of or related to the failure by Seller to fulfill its
      obligations under this Agreement. Losses include, but are not limited to
      all reasonable legal fees, court costs and other expenses incurred in
      connection with investigating, preparing, defending, paying, settling or
      compromising any suit in law or equity arising out of this Agreement or
      for any breach of this Agreement. The indemnification of Buyer by Seller
      shall be limited to an amount equal to the Purchase
  Price.

            
	 
      	 
      
	
              13.     Governing
      Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Florida, U.S.A. without giving
      effect to any other choice or conflict of law provision that would cause
      the application of the laws of any other jurisdiction other than the State
      of Florida.

            
	 
      	 
      
	
              14.     Merger
      and Exchange of Stock. Merger
      and Exchange of Stock. Buyer shall, as soon as practicable, and in
      no case later than thirty (30) days from the Closing effect a series of
      mergers or begin a series of acquisitions (the “Merger”) between the
      Company and any one of the target corporations, which 2008 financial
      performance and balance sheet is outlined in the “Sub consolidated balance
      sheets” which are attached hereto as Exhibit A and which are more fully
      described in the executive summary attached hereto as Exhibit B (the
      “Subs”). The Buyer and Company represent and warrant that at a minimum the
      Company will enter into, within four (4) months of the Effective date of
      this agreement, a merger with or acquire at least three of the Companies
      listed on Exhibit A or Liquid Capital, one of which shall be Green Planet.
      The Company shall be the surviving corporation of the Merger, and shall
      continue unimpaired by the Merger. Upon Merger, the Company shall succeed
      to and shall possess all the assets, properties, rights, privileges,
      powers, franchises, immunities and purposes, and be subject to all the
      debts, liabilities, obligations, restrictions and duties of the
      Subs.

            


    

     

    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    
      	
              15.     Term / Survival. The
      terms of this Agreement shall be effective as of the Effective Date, and
      continue until such time as the payment of the Purchase Price and all
      other amounts due hereunder are fully satisfied, however; the terms,
      conditions, and obligations of Sections 10, 11, 12, 13, 14 and 27 hereof
      shall survive the termination of this Agreement.

            
	 
      	 
      
	
              16.     Successors
      and Assigns. The terms and conditions of this Agreement shall inure
      to the benefit of and be binding upon the respective successors and
      assigns of the parties, except that Buyer may not assign or transfer any
      of its rights or obligations under this Agreement.

            
	 
      	 
      
	
              17.     Counterparts.
      This Agreement may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute
      one and the same agreement. A telefaxed copy of this Agreement shall be
      deemed an original.

            
	 
      	 
      
	
              18.     Headings.
      The headings used in this Agreement are for convenience of reference only
      and shall not be deemed to limit, characterize or in any way affect the
      interpretation of any provision of this Agreement.

            
	 
      	 
      
	
              19.     Costs,
      Expenses. Each party hereto shall bear its own costs in connection
      with the preparation, execution and delivery of this
      Agreement.

            
	 
      	 
      
	
              20.     Modifications
      and Waivers. No change, modification or waiver of any provision of
      this Agreement shall be valid or binding unless it is in writing, dated
      subsequent to the Effective Date of this Agreement, and signed by both the
      Buyer and Seller. No waiver of any breach, term, condition or remedy of
      this Agreement by any party shall constitute a subsequent waiver of the
      same or any other breach, term, condition or remedy. All remedies, either
      under this agreement, by law, or otherwise afforded the Buyer shall be
      cumulative and not alternative.

            
	 
      	 
      
	
              21.     Severability.
      If one or more provisions of this Agreement are held to be unenforceable
      under applicable law, such provision(s) shall be excluded from this
      Agreement and the balance of the Agreement shall be interpreted as if such
      provision(s) were so excluded and shall be enforceable in accordance with
      its terms.

            
	 
      	 
      
	
              22.     Termination.
      Buyer or Seller may, upon written notice to the other party, terminate
      this Agreement upon their own discretion prior to any funds being released
      from escrow. Upon the release of any funds from escrow, this termination
      clause is null and void.

            
	 
      	 
      
	
              23.     Entire
      Agreement. This Agreement constitutes the entire agreement and
      understanding of the parties with respect to the subject matter hereof and
      supersedes any and all prior negotiations, correspondence, agreements,
      understandings duties or obligations between the parries with respect to
      the subject matter hereof.

            


    

     

    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    
      	
              24.     Further
      Assurances. From and after the date of this Agreement, upon the
      request of the Buyer or Seller, Buyer and Seller shall execute and deliver
      such instruments, documents or other writings as may be reasonably
      necessary or desirable to confirm and carry out and to effectuate fully
      the intent and purposes of this Agreement.

            
	 
      	 
      	 
      
	
              25.     Notices.
      All notices or other communications required or permitted by this
      Agreement shall be in writing and shall be deemed to have been duly
      received by the intended party.

            
	 
      	 
      	 
      
	 
      	
              a)          if
      sent to the intended party by telecopier, when transmitted and the
      appropriate telephonic confirmation received if transmitted on a business
      day and during normal business hours of the recipient, and otherwise on
      the next business day following transmission;

            
	 
      	 
      	 
      
	 
      	
              b)          if
      sent to the intended party by certified or registered mail, return receipt
      requested, postage prepaid, three business days after being deposited in
      the U.S. mails; and,

            
	 
      	 
      	 
      
	 
      	
              c)          if
      sent to the intended party by courier or other means, when received or
      personally delivered, and, in any such case, addressed as indicated
      herein, or to such other addresses as may be specified by any such Person
      to the other Person pursuant to notice given by such Person in accordance
      with the provisions of this Section 25.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              If
      to Buyer to:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Abacus
      Global Investments Corp.

            
	 
      	 
      	 
      	
              318
      Holiday Dr.,

            
	 
      	 
      	 
      	
              Hallandale
      Beach, FL, 33009

            
	 
      	 
      	 
      	
              Attention:
      CEO

            
	 
      	 
      	 
      	
              Telecopier:
      (954) 457-3619

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              with
      a copy to:

            	 
      
	 
      	 
      	 
      	
              Arnstein
      & Lehr LLP

            
	 
      	 
      	 
      	
              120
      South Riverside Plaza

            
	 
      	 
      	 
      	
              Suite
      1200

            
	 
      	 
      	 
      	
              Chicago,
      Illinois 60606-3910

            
	 
      	 
      	 
      	
              Attention:
      Jerold N. Siegan

            
	 
      	 
      	 
      	
              Telecopier:
      (312) 876-6274

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              If
      to Seller:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Belmont
      Partners, LLC

            
	 
      	 
      	 
      	
              360
      Main Street

            
	 
      	 
      	 
      	
              Washington,
      VA 22747

            
	 
      	 
      	 
      	
              Attention:
      General Counsel

            
	 
      	 
      	 
      	
              Telecopier:
      540 675-3369

            


    

     

    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	 
      	
              with
      a copy to:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Attention:

            	 
      	 
      
	 
      	 
      	
              Telecopier: 

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              If
      to Company:

            	
              318
      Holiday Dr.

            	 
      
	 
      	 
      	
              Hallondale
      Beach

            	 
      
	 
      	 
      	
              Fl,
      33009

            	 
      
	 
      	 
      	
              Attention:

            	
              CEO

            	 
      
	 
      	 
      	
              Telecopier:

            	
              954-457-3619

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              with
      a copy to:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Attention:

            	 
      	 
      
	 
      	 
      	
              Telecopier:

            	 
      	 
      


    

     

    or to
such other address as such party may indicate by a notice delivered to the other
party hereto.

     

    26.          
Insider
Trading. Seller and Buyer hereby certify that they have not themselves,
nor through any third parties, purchased nor caused to be purchased in the
public marketplace any publicly traded shares of the Company. Seller and Buyer
further certify they have not communicated the nature of the transactions
contemplated by the Agreement, are not aware of any disclosure of non public
information concerning said transactions, and are not a party to any insider
trading of Company shares.

     

    27.
          Binding
Arbitration. In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitration(s) may be entered in any court having jurisdiction
thereof.


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

     

    [Remainder of
Page Intentionally Left Blank)

     

    [Signature
Page to Follow]


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    

     

    In
Witness Whereof,
the Parties hereto have executed this Agreement as of the last date written
below.

    
      	 
      	 
      	 
      
	
              SELLER

            	 
      	
              BUYER

            
	 
      	 
      	 
      
	
              BELMONT
      PARTNERS, LLC

            	 
      	
              ABACUS
      GLOBAL INVESTMENTS, CORP.

            
	 
      	 
      	 
      
	
              /s/
      Joseph Meuse

            	 
      	
              /s/
      Marius Silvasan

            
	
              By:
      Joseph Meuse, Managing Member

            	 
      	
              By:
      Marius Silvasan, Chairman

            
	
              Date:
      

            	 
      	 
      	
              Date: 

            	
              
                4
      June, 09

              

            
	 
      	 
      	 
      
	
              COMPANY

            	 
      	 
      
	 
      	 
      	 
      
	
              CONTRACTED
      SERVICES, INC.

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Joseph Meuse

            	 
      	 
      
	
              By:
      Joseph Meuse, Director

            	 
      	 
      
	
              Date: 

            	 
      	 
      	 
      


    

     

     

    - 17 -