rsg_ex102-70718.htm


    Exhibit
      10.2

     

     

     

     

     

     

     

     

     

     

    DOCUMENT
      BOOK

     

    ACQUISITION
      OF

     

    ROSSAR
      HR, LLC

     

    BY

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

    September
      21, 2004

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

     

     

    
      	Document
              Title	
              Tab
                No.

            
	 	 
	Asset
              Purchase Agreement	
              1

            
	 	 
	
              Exhibits
                to Asset Purchase Agreement:

            	
               

            
	 	 
	Exhibit
              1.4 Management Agreement	
              2

            
	 	 
	Exhibit
              3.2 Promissory Note	
              
                3

              

            
	 	 
	Exhibit
              4.3(b) Bill of Sale and Assignment	
              4

            
	 	 
	Exhibit
              4.3(c) Unemployment Certificate	
              5

            
	 	 
	Exhibit
              4.4(c) Assumption Agreement	
              6

            
	 	 
	Exhibit
              4.4(d) Employment Agreement	
              7

            
	 	 
	Certificate
              of Resolutions of Rossar HR, LLC	
              8

            
	 	 
	Unanimous
              Consent of Rossar HR,LLC	
              9

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

            
	 	 
	Unanimous
              Consent of The Resourcing Solutions Group, Inc.	
              11

            
	 	 
	Schedules
              to Asset Purchase Agreement	
              12

            


    

     
      
        

      

    

    
      	
            	
              1.1(b)

            	
              Furniture, fixtures and
                equipment

            


    

    
      	
            	
              1.1(c)

            	
              Real
                Property Leases

            


    

    
      	
            	
              1.1(d)

            	
              Computer
                Hardware and Software

            


    

    
      	
            	
              1.1(e)

            	
              Licenses,
                Including Software

            


    

    
      	
            	
              1.1(g)

            	
              Trade
                Names and Trademarks

            


    

    
      	
            	
              1.1(h)

            	
              Non-workers
                Compensation Deposits

            


    

    
      	
            	
              1.1(j)

            	
              Cash
                and Cash Equivalent Exceptions

            


    

    
      	
            	
              3.3

            	
              Purchase
                Price Allocation

            


    

    
      	
            	
              5.3

            	
              Noncontravention
                Exceptions

            


    

    
      	
            	
              5.4

            	
              Encumbrances
                and Liens

            


    

    
      	
            	
              5.5

            	
              Personal
                Property

            


    

    
      	
            	
              5.6

            	
              Customer
                Agreements

            


    

    
      	
            	
              5.7

            	
              Customer
                List

            


    

    
      	
            	
              5.10

            	
              Sellers'
                Jurisdictions

            


    

    
      	
            	
              5.11

            	
              Governmental
                Approvals and Filings Exceptions

            


    

    
      	
            	
              5.13

            	
              Material
                Changes, Events and Developments

            


    

    
      	
            	
              7.6(g)(iii)

            	
              Bank
                Accounts

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    ASSET
      PURCHASE AGREEMENT

     

    between

     

    ROSSAR
      HR, LLC

     

     Seller,

     

    Marcia
      J. Sartori and William R. Sartori II

     

    and

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

    Buyer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    WITNESSETH:

     

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

     

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

     

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

     

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

     

    ARTICLE
      I

     

    TRANSFER
      OF PURCHASED ASSETS AND RELATED MATTERS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      1.1 including, but not limited to the following:

     

    (a)
      all
      notes receivable; and

     

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

     

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

     

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

     

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

     

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

     

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    ARTICLE
      II

    ASSUMPTION
      OF CERTAIN LIABILITIES

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      III

     

    PURCHASE
      PRICE

     

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

     

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

     

    Buyer
      will deliver to Marcia J. Sartori the following

     

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

     

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

     

    ARTICLE
      IV CLOSING

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    4.5
      POST-CLOSING DELIVERIES OF BUYER

     

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

     

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    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

     

    Seller
      represents and warrants to Buyer as follows:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    5.4
      TITLE
      TO ASSETS.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    5.13
      TAXES.

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to Seller as follows:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      VII

     

    COVENANTS
      OF SELLERS

     

    Seller
      hereby covenants and agrees with Buyer as follows:

     

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

     

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

     

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

     

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

     

    7.4
      RESTRICTIVE COVENANTS.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    13

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    14

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    ARTICLE
      VIII

     

    COVENANTS
      OF BUYER

     

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

     

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

     

    ARTICLE
      IX

     

    INDEMNIFICATION

     

    9.1
      INDEMNIFICATION.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.2(a).

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.2(b).

     

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

     

    16

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

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

     

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

     

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

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

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

     

    17

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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


    

     

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

     

    18

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    19

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.1 of the Disclosure Schedule after due inquiry.

     

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

     

    20

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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


     

    Provisions.

     

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

     

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

     

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

     

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

     

    (Signature
      Page to Follow)

     

    21

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

            	
              /s/
                MARCIA J.
                SARTORI

            	 	
              By:  
                

            	
              /s/
                GARY
                MUSSELMAN

            	 
	 	
              Marcia
                J.
                Sartori, Managing Member

            	 	 	
              President

            	 
	 	
              40%
                Owner

            	 	 	
               

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:  
                

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


    

    
 

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

     

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

            	 	 	
              /s/
                WILLIAM R.
                SARTORI II

            	 


    

    
 

    22

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    MANAGEMENT
      AGREEMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

    1
      SERVICES

     

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

     

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

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    2
      COMPENSATION

     

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

     

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

     

    3
      TERM
      AND TERMINATION

     

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

     

    -2-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    4
      INDEMNIFICATION

     

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

     

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

     

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

     

    5
      MISCELLANEOUS

     

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

     

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

     

    -3-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    
       

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


      

       

    

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

     

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

     

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

     

    -4-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    THE
      RESOURCING SOLUTIONS GROUP, INC

     

    
      	 	 	 	 	 	 
	
              By:  
                

            	
              /s/
                GARY MUSSELMAN

            	 	 	 	 
	 	
              GARY
                MUSSELMAN

            	 	 	 	 
	 	
              PRESIDENT

            	 	 	 	 


    

     

    ROSSAR
      HR, LLC

     

    
      
        	 	 	 	 	 	 
	
                By:  
                  

              	
                /s/
                  MARCIA J. SARTORI

              	 	 	 	 
	 	
                MARCIA
                  J. SARTORI

              	 	 	 	 
	 	
                MANAGING
                  MEMBER

              	 	 	 	 


      

       



    -5-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      "A" TO MANAGEMENT AGREEMENT

     

    1
      SERVICES

     

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

     

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

     

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

     

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

     

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

     

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

     

    i

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "B" TO MANAGEMENT
      AGREEMENT
       

      2
        INSURANCE CONTRACTS AND POLICIES

       

      Erie
        Insurance Exchange General Liability

    

     

     

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

     

    -ii-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      "C" TO MANAGEMENT AGREEMENT

     

    3
      FEES

     

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

     

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

     

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

     

    -iii-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      3.2 to Asset Purchase Agreement

     

    PROMISSORY
      NOTE

     

    $272,000.00
      SEPTEMBER 21, 2004

     

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

     

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

     

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

     

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

     

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

     

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

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    


     

    The
      Resourcing Solutions Group, Inc.

    
       

      
        	 	 	 	 	 	 
	
                By:  
                  

              	
                /s/
                  GARY MUSSELMAN

              	 	 	 	 
	 	
                Gary
                  Musselman

              	 	 	 	 
	
                Its:  
                  

              	President	 	 	 	 


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      4.3(b) to Asset Purchase Agreement

     

    BILL
      OF SALE AND ASSIGNMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

    
      
         

        ROSSAR HR, LLC

         

        
          	 	 	 	 	 	 
	
                  By:  
                    

                	
                  /s/
                    MARCIA J. SARTORI

                	 	 	 	 
	 	
                  Marcia
                    J. Sartori

                	 	 	 	 
	
                  Its:  
                    

                	Manager	 	 	 	 


        

         

      

    

    
3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      4.3(c) to the Asset Purchase Agreement

     

    CERTIFICATE
      OF COMPLIANCE WITH 42 PENNSYLVANIA STATUTES SS. 788.3

     

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

     

    ROSSAR
      HR, LLC

     

    
       

      
        	 	 	 	 	 	 
	
                By:  
                  

              	
                /s/
                  MARCIA J. SARTORI

              	 	 	Marcia
                J. Sartori	 
	 	
                Signature

              	 	 	Print Name	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                Its:  
                  

              	Managing
                Member	 	 	 	 


      

       




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      4.4(c) to Asset Purchase Agreement

     

    ASSUMPTION
      AGREEMENT

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

    
       

      
        
          	 	 	 	 	 	 
	
                  By:  
                    

                	
                  /s/
                    GARY MUSSELMAN

                	 	 	 	 
	 	 	 	 	 	 
	
                  Its:  
                    

                	President	 	 	 	 


        

         

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EMPLOYMENT
      AGREEMENT

     

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

     

    WITNESSETH:

     

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

     

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

     

    ARTICLE
      1

     

    EMPLOYMENT
      AND DUTIES

     

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

     

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      1 of
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    the
      Pennsylvania area for the Company.

     

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

     

    ARTICLE
      2

     

    COMPENSATION
      AND BENEFITS

     

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

     

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

     

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

     

    ARTICLE
      3

     

    EXPENSES

     

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

     

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      2 of
      9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      4

     

    CONFIDENTIALITY

     

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

     

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

     

    ARTICLE
      5

     

    NON-SOLICITATION,
      AND NON-INTERFERENCE

     

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

     

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      3 of
      9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    5.4
      SEVERABILITY. If any covenant or provision contained in

     

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

     

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      4 of
      9

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    ARTICLE
      6

     

    REMEDIES

     

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

     

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

     

    ARTICLE
      7

     

    TERMINATION

     

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

     

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

     

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

     

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

     

    ARTICLE
      8

     

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      9

     

    SURVIVAL

     

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

     

    (Signature
      Page to Follow)

     

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

     

    FOR
      THE COMPANY:

     

    ASMARA
      SERVICES II, INC.

     

    
      
        	  	 	 	 	 
	/s/
                GARY MUSSELMAN	 	 	 	 
	 Gary
                Musselman, President	 	 	 	 


      

       

      
        
          	  	 	 	 	 
	/s/
                  MARCIA J. SARTORI	 	 	 	 
	 Marcia
                  J. Sartori	 	 	 	 


        

         

      

    

    

 

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    EXHIBIT
      "A"

     

    Salary
      and Commission

     

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

     

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

     

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

     

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

    ($750)

     

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

     

    i

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CERTIFICATE
      OF RESOLUTIONS OF

    ROSSAR
      HR, LLC

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Dated
      this 21st day of September, 2004.

     

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

                	 	 	 	 


        

         

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ROSSAR
      HR, LLC

    
      


       

      


    

     

    UNANIMOUS
      CONSENT IN LIEU OF

     

    MEETING
      OF MEMBERS

    
      


       

      


    

     

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

     

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

     

    NOW,
      THEREFORE, BE IT

     

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

     

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

     

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

     

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

     

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

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

    

       

      
        
          	 	 	 	 	 	 
	 	
                  /s/
                    MARCIA J. SARTORI

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


        

         

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CERTIFICATE
      OF RESOLUTIONS

    OF

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    Dated
      this 21st day of September, 2004.

     

    
       

      
        
          	  	 	 	 	 
	/s/
                  GARY MUSSELMAN	 	 	 	 
	 Gary
                  Musselman, President	 	 	 	 


        

         



    

    2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THE
      RESOURCING SOLUTIONS GROUP, INC

    
      


       

      UNANIMOUS
        CONSENT IN LIEU OF

    

     

    MEETING
      OF BOARD OF DIRECTORS

    
      


       

      


    

     

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

     

    The
      following preamble and resolutions are hereby adopted:

     

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

     

    NOW,
      THEREFORE, BE IT

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

    
      
         

        
          
            	  	 	 	 	 
	/s/
                    GARY MUSSELMAN	 	 	 	 
	 Gary
                    Musselman, Director	 	 	 	 


          

           



      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1.1(b)

    OFFICE
      FURNITURE AND FIXTURES

     

    Steel
      Case Modular Office Set-up

     

    Seven
      cubical workstations

    One
      Office with door

    Fax/work
      desk

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

    25
      Workstation overhead storage flippers 

    10
      Workstation chairs

    2
      Two-shelf cabinet

    
      


      
        
          

        

      

      


    

    6
      Two-drawer filing cabinet

    4
      Four-drawer filing cabinet

    2
      Five-drawer filing cabinet

    1
      Five-shelf cabinet

    1
      Storage
      cabinet

    2
      Fire
      proof filing cabinet

    1
      Reception desk

    1
      Credenza

    5
      Work
      Tables

    1
      Three
      panel white board

    1
      Conference Table

    11
      Side
      Chairs

    1
      TV with
      VCR

    Miscellaneous
      Office Essentials

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      1.1(c) Leases

     

    CAPITAL
      LEASES

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

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

     

    OPERATING
      LEASES

    1.
      ABB
      Business Finance -- Minolta copier

    2.
      Dell
      Financial Services -- Dell Serve

    3.
      Pitney
      Bowes Credit Corporation -- Postage Meter

     

    OFFICE
      SPACE LEASE

     

    Christopher
      Connolly Associates

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.1(d) Page 1

    SCHEDULE
      1.1(d)

    COMPUTER
      HARDWARE AND SOFTWARE

     

    HARDWARE

    

      
        	
                Payroll
                  Dept:

              	
                HP
                  Pavilion 7850 PC

                HP
                  Pavilion mx70 monitor

                Microsoft
                  wireless keyboard and mouse

                APC
                  300 battery backup

                HP
                  LaserJet IV printer

              
	 	 
	
                Server:

              	
                Compaq
                  Presario 1725S Monitor

                APC
                  2200 battery backup

                (Dell
                  server listed under the leased equipment

                schedule.)

              
	 	 
	
                Workstation
                  1:

              	
                HP
                  Pavilion mx70 monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Workstation
                  2:

              	
                HP
                  Pavilion 7850 PC

                KDS
                  color monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Workstation
                  3:

              	
                Compaq
                  Presario PC

                CTX
                  monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Workstation
                  4:

              	
                C/R
                  PC

                Color
                  monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Workstation
                  5:

              	
                DTK
                  PC

                Samsung
                  Sync Master 15GIi monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Workstation
                  6:

              	
                Acer
                  50X PC

                Color
                  Monitor

                Keyboard
                  and mouse

                APC
                  battery backup

              
	 	 
	
                Laptop:

              	
                Compaq
                  Presario 1622

              
	 	 
	
                Fax
                  Station:

              	
                Panafax
                  U F770

                APC
                  battery backup

              
	 	 
	
                Store
                  Location:

              	
                PSI
                  PC

                Color
                  Monitor

                Keyboard
                  and mouse

              
	 	 
	 	
                ABS
                  PC

                Keyboard
                  and mouse

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.1(d) Page 2

     

    SOFTWARE

     

    Microsoft
      Windows 2000

     

    Accountix
      PEO Pro Software Microsoft Office

    Professional
      Crystal Reports WordPerfect Office 11

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

    Achieve

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.1 (e)

    CUSTOMER
      LIST

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      1.1(g) Tradenames

     

    YourStaff
      Solutions(TM)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.1(h)

    NON-WORKERS
      COMPENSATION DEPOSITS

     

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

     

    $1,240.00
      Chestnut Ridge Cemetery -- Client Prepayment

     

    $1,006.00
      Rees Design Sales -- Client Prepayment

     

    $2,314.00
      State Street Bank -- Client Prepayment

     

    $1,560.00
      Weirnet , LLC -- Client Prepayment

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.1 (i)

     

    CASH
      AND CASH EQUIVALENT EXCEPTIONS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      3.3

     

    PURCHASE
      PRICE ALLOCATION

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.3

     

    NONCONTRAVENTION
      EXCEPTIONS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.4

     

    ENCUMBRANCES
      AND LIENS

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.5

     

    PERSONAL
      PROPERTY

     

    None

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      5.6 Page 1

     

    Schedule
      5.6

     

    CONTRACTS/AGREEMENTS

     

    BENEFITS

    UPMC
      Medical

    Guardian
      Dental

    GE
      Life/LTD

    American
      Fidelity Voluntary

    American
      Fidelity FSA Administration

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

     

    BUSINESS

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

    X0-Allegiance
      Telecom -- Phone Service

     

    CLIENTS

    Air-Smart
      Technologies, LLC

    Burgettstown-Smith
      Township Sewer

    Authority
      CRI International, Inc.

    Chestnut
      Ridge Cemetery Association

    Global
      Links

    JIMI
      Enterprises, Inc.

    Perfection
      Services, Inc.

    Pete
      Jeffrey & Associates

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

    Richard
      J
      Klixbull Attorney At Law

    State
      Street Bank - G.H.R.

    Tongel
      Consulting Group

    Unique
      Staging Solutions

    Vintage
      Villas, Inc.

    Webb
      Center For Integrative Health

    Wee
      Care
      Children's Center

    Weirnet,
      LLC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      5.7 Page 1

     

    Schedule
      5.7

     

    CUSTOMERS

     

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

    Client
      Number - AIRSMART

    Contact
      -
      William Sartori

     

    Air-Smart
      Technologies, LLC

    925
      Broadhead Road

    Coraopolis,
      PA, 15108-2353

    (412)
      264-6230

     

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

    Client
      Number - BURG007

    Contact
      -
      Charles Cunningham

     

    Burgettstown-Smith
      Township Sewer Authority PO Box 358

    1616
      Smith Township State Road

    Atlasburg,
      PA 15004

    (724)
      947-9609

     

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

    Client
      Number - CRI079A

    Contact
      -
      Kenneth Boudris

     

    CRI
      INTERNATIONAL, INC.

    11850
      Baltimore Avenue

    Beltsville,
      MD 20705-

    (301)
      210-1540

     

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

    Contact
      -
      Donna/Mike Gates

     

    CHESTNUT
      RIDGE CEMETERY ASSOCIATION

    76
      South
      Kings Creek Road

    Burgettstown,
      PA 15021

    (724)
      729-3642

     

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

    Client
      Number - GLO529

    Contact
      -
      Kathleen Hower

     

    GLOBAL
      LINKS

    4809
      Penn
      Avenue

    2nd
      Floor

    Pittsburgh,
      PA 15224

    (412)
      361-3424

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      5.7 - Page 2

     

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

    Client
      Number -JIMI808A

    Contact
      -
      Kimberly LeRoy

     

    JIMI
      ENTERPRISES, INC.

    631
      Pittsburgh Road

    Butler,
      PA 16002-

    (724)586-9030

     

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

    Client
      Number - PSI547A

    Contact
      -
      Linda Torrence

     

    Perfection
      Services, Inc. 3270

    Babcock
      Blvd.

    PO
      Box
      606

    Wexford,
      PA 15090-0606

    (724)935-0300

     

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

    Client
      Number - PJA032

    Contact
      -
      Pete Jeffrey

     

    PETE
      JEFFREY & ASSOCIATES

    897
      Route
      910

    Indianola,
      PA 15051

    (800)221-8995

     

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

    Client
      Number - RYTHYMH802

    Contact
      -
      Tawnia Conn

     

    Price
      King South, Inc.

    3029
      Washington Road

    Bridgeville,
      PA 15017

    (412)287-7870

     

    Rees
      Design Sales - Salary employee

    Total
      Worksite employees - 1

    Client
      Number - REES006

    Contact
      -
      Gene Rees

     

    Rees
      Design Sales

    301
      East
      Main Street

    Carnegie,
      PA 15106

    (412)278-1991

     

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

    Client
      Number - KLI008A

    Contact
      -
      Richard Klixbull

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      5.7 - Page 3

     

    Richard
      J
      Klixbull Attorney At Law

    939
      Fifth
      Avenue

    Coraopolis,PA
      15108

    (412)264-4560

     

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

    Client
      Number - STA528A

    Contact
      -
      Mike Kerrigan

     

    State
      Street Bank - G.H.R.

    2
      Avenue
      DeLayette

    Mutual
      Fund Financial

    Boston,
      MA 02110-

    (617)662-3746

     

    Tongel
      Consulting Group - Salary employee Total Worksite employees - 1

    Client
      Number - TCG815

    Contact
      -
      Marcia Tongel

     

    Tongel
      Consulting Group

    82
      North
      Harrison Ave

    Pittsburgh,
      PA 15202-

    (412)
      734-1511

     

    Unique
      Staging Solutions - Salary employees Total Worksite employees - 2

    Client
      Number - SUS815

    Contact
      -
      Mark Susany

     

    Unique
      Staging Solutions

    776
      Glenside Street

    Pittsburgh,
      PA 15214-

    (412)370-8397

     

    Vintage
      Villas, Inc. - Hourly Employees

    Total
      Worksite employees - 1

    Client
      Number - VIN810A

    Contact-
      Rachel Keller

     

    Vintage
      Villas, Inc.

    640
      Hazelwood Ave

    Pittsburgh,
      PA 15207-1233

    (412)521-1861

     

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

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

    Client
      Number - ASOWEBB

    Contact
      -- Patty Webb

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      5.7 - Page 4

     

    Webb
      Center For Integrative Health

    One
      Williamsburg Place

    Suite
      250

    Warrendale,
      PA 15086-

    (724)933-3223

     

    Two
      agreement one PEO and one ASO

     

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

    Client
      Number - WEE809A

    Contact
      -
      Emily Ellis

     

    Wee
      Care
      Children's Center

    1000
      Lindsay Road

    Carnegie,
      PA 15106-

    (412)446-0033

     

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

    Client
      Number - WEI024

    Contact
      -
      Edward Stough

     

    Weirnet,
      LLC

    3200
      Main
      Street

    Weirton,
      WV 26062

    (304)
      794-0000

     

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

    Client
      Number - THOS5O1

    Contact
      -
      Vicki Burns

     

    Thompson
      Creek Metals, Inc.

    945
      W
      Kenyon Avenue

    Englewood,
      CO 80110

    (303)761-8801

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.10

     

    SELLERS'
      JURISDICTIONS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.11

     

    GOVERNMENTAL
      APPROVALS AND FILINGS EXCEPTIONS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      5.13

     

    MATERIAL
      CHANGES, EVENTS AND DEVELOPMENTS

     

    None

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      7.6(g)(iii) Bank Accounts

     

    PNC
      Bank -- Checking & Money Market