rsg_ex105-70718.htm


    Exhibit
      10.5

     

    STOCK
      ACQUISITION AGREEMENT

    


    


    
      	
              DATE:

            	
              August
                31, 2006

            


    

    


    
      	
              BETWEEN:

            	
              The
                Resourcing Solutions Group, Inc. a Nevada
                corporation

            


    

    
      	
               

            	
              7621
                Little Ave., Suite 101

            


    

    
      	
               

            	
              Charlotte,
                NC 28226

            	
              (“Resourcing”)

            


    

    


    
      	
              AND:

            	
              Antoinette
                Peterson, owner of all  of the issued and outstanding shares of
                common stock of Consolidated Services Inc., 
                a
                  Maine corporation.

              

            


    

    
      	
               

            	
              (“Peterson”)

            


    

    


    RECITALS

    


    A.           Peterson
      owns 100%  of the issued and outstanding
      shares (“Peterson Shares”) of Consolidated Services, Inc.,
      a Maine corporation, which operates a general insurance agency in the State
      of
      Maine (“ Consolidated”).

    


    B.           Resourcing
      desires to acquire the Peterson Shares and Peterson desires to sell the Peterson
      Shares to Resourcing,  pursuant to the terms and conditions
      of  this Agreement.

    


    NOW,
      THEREFORE, in
      consideration of the mutual promises and agreements set forth herein, the
      parties hereto do hereby  agree as follows:

    


    AGREEMENT

    


    1.           Effective
      Date    The effective
      date of
      this Agreement shall be September 1, 2006. (“Effective
      Date”).

    


    2.           Purchase
      of Peterson Shares.    At
      the Closing, as
      defined in Section 8 of this Agreement, Peterson shall assign, transfer and
      deliver to Resourcing the Peterson Shares. The purchase price of the Peterson
      Shares shall be $34,090.91 (“Purchase Price”).  The Purchase
      Price shall be paid by Resourcing in the form of its
      convertible  promissory note in the form attached hereto as Exhibit
“A” (“Resourcing Note”). The assignment, transfer, and delivery by
      Peterson of the Peterson Shares to Resourcing shall be effected on the Closing
      Date by Peterson’s execution and delivery of documents and instruments necessary
      to assign,  transfer,  and deliver the Peterson Shares, free
      and clear of any and all liens, encumbrances, security interests, claims and
      other restrictions or charges of any kind whatsoever in exchange for the
      delivery to Peterson of the Resourcing Note.

    


    
      
        
          Page 1
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Due
      Diligence Review    Resourcing
      and
      Peterson shall permit their respective employees, agents, accountants, legal
      counsel and other representatives to have access to each
      others  books, records, employees, counsel, accountants, and other
      representatives at all reasonable times for the purpose of conducting their
      respective due diligence investigation. Each party will make available to the
      other for examination and reproduction all documents and data of every kind
      and
      character relating to this Agreement and the transactions contemplated hereby,
      in possession or control of, or subject to reasonable access by either
      party.  All such due diligence investigation shall be completed and
      each party shall notify the other in writing of the satisfaction or removal
      of
      this due diligence review condition within thirty (30) days of the Effective
      Date. Upon mutual agreement of the parties, additional time may be allowed
      to
      complete such due diligence investigation. Should a party (“Reviewing
      Party”) become aware of any information during its due diligence
      investigation which, in the opinion of the Reviewing Party,  could
      have material adverse impact on this Agreement and/or the transactions
      contemplated hereby, the Reviewing Party shall immediately notify the other
      party (“Receiving Party”) in writing of such information and the
      concerns which such information has caused.  The Receiving Party shall
      have a reasonable time to respond to those concerns. In the event that the
      concerns cannot be resolved to the satisfaction of the Reviewing
      Party,  the Reviewing Party  shall have the right to
      terminate this Agreement without further liability hereunder. Each party shall
      bear the costs and expenses of its own due diligence investigation hereunder,
      including the fees and expenses of professional advisors.

    


    4.           Conduct
      of Business; Interim Operations    Pending the
      Closing
      of this Agreement and the transactions contemplated thereby, Peterson shall
      use
      their best efforts to conduct the business of Consolidated in a reasonable
      and
      prudent manner in accordance with its past practices, to preserve its existing
      business organizations and relationships with its employees, customers, clients
      and others with whom it has a business relationship, to preserve and protect
      its
      properties, and to conduct its business in compliance with applicable laws
      and
      regulations. Without the prior written consent of Resourcing, Consolidated
      shall
      not:

    


    (a)           merge
      into or with or consolidate with, any other corporation;

    


    (b)           amend
      its articles of incorporation or bylaws;

    


    (c)           issue
      any capital stock or other securities, or grant or enter into any agreement
      to
      grant, any options, convertible rights, warrants, calls,
      or  agreements relating to its securities;

    


    (d)           enter
      into, or terminate, any material agreement;

    


    (e)           engage
      in any one or more activities or transactions outside the ordinary course of
      business;

    


    (f)           enter
      into any transaction or make any commitment which could result in any
      of  the warranties and representations of Peterson contained in this
      Agreement not being true and correct after the occurrence of
      such  transaction or event.

    


    
      
        
          Page 2
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Warranties and
      Representations of Peterson    Peterson warrants
      and
      represents to Resourcing,  as of the date hereof, as
      follows:

    


    (a)           Consolidated  Services,
      Inc. is a corporation duly organized under the laws of the State of Maine,
      validly existing and in good standing, authorized to exercise all its corporate
      powers, rights and privilege and  has the corporate power and
      authority to own and operate its properties and to carry on its business as
      now
      conducted.

    


    (b)           Peterson
      has all requisite legal and corporate power to execute and deliver this
      Agreement, consummate the transactions contemplated hereby and perform its
      obligations hereunder.

    


    (c)           All
      corporate action on the  part of Consolidated  necessary for
      the authorization, execution, delivery and performance of all obligations under
      this Agreement will be taken and this Agreement constitutes a legal, valid
      and
      binding obligation  enforceable according to its terms.

    


    (d)           Peterson
      has, and will have at Closing, legal and beneficial ownership of Peterson
      Shares, free and clear of any and all liens and encumbrances or other
      restrictions or limitations and has, and will have at Closing, all required
      legal and corporate power to transfer and convey Peterson Shares to
      Resourcing.

    


    (e)           There
      are no claims, actions, suits, investigations or proceedings against Peterson
      or
      Consolidated pending or, to the knowledge of Peterson, threatened in any court
      or before or by any governmental authority, or before any arbitrator, that
      might
      have an adverse effect on Consolidated or Peterson Shares, and to the knowledge
      of Peterson, there is no basis for any such claim., action, suit, investigation
      or proceeding that is likely to result in a judgment, decree or order having
      an
      adverse effect on Consolidated or Peterson Shares. Peterson and Consolidated
      are
      not in default under, and no condition exists that would (i) constitute a
      default under, or breach or violation of, any legal requirement, permit or
      contract applicable to Peterson or Consolidated, or (ii) accelerate or permit
      the acceleration of the performance required under, or give any party the right,
      to terminate any contract.

    


    (f)           No
      suit, action or other proceeding is pending or, or to the knowledge of Peterson,
      threatened before any governmental authority seeking to restrain Peterson or
      prohibit its entry into this Agreement or prohibit the Closing, or seeking
      damages against Peterson or Consolidated as a result of the consummation of
      this
      Agreement.

    


    (g)           Neither
      the execution and delivery of this Agreement nor the carrying out of any of
      the
      transactions contemplated hereby will:

    


    
      	
               

            	
              i.

            	
              violate
                or conflict with any of the terms and conditions or provisions of
                the
                articles of incorporation or bylaws of
                Consolidated;

            


    

     

    
      
        
          Page 3
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              ii.

            	
              violate
                any legal requirement applicable to Peterson or
                Consolidated;

            


    

    


    
      	
               

            	
              iii.

            	
              violate,
                conflict with, result in a breach of, constitute a default under,
                or
                accelerate or permit the acceleration of the performance required
                by, or
                give any other party the right to terminate, any contract or permit
                applicable to Peterson or
                Consolidated;

            


    

    


    
      	
               

            	
              iv.

            	
              result
                in the creation of any lien, charge or other encumbrance on  any
                property of Peterson or Consolidated other than as provided for herein;
                or

            


    

    


    
      	
               

            	
              v.

            	
              require
                Peterson or Consolidated to obtain or make any waiver, consent, action,
                approval or authorization of, or registration, declaration, notice
                or
                filing with, any private non-governmental third party or any governmental
                authority.

            


    

    


     

    6.           Warranties
      and Representations of Resourcing    Resourcing
      warrants and represents to Peterson as follows:

    


    (a)           Resourcing
      is a corporation duly organized under the laws of the State of Nevada, validly
      existing and in good standing, is authorized to exercise all its corporate
      powers, rights and privileges and has the corporate power and authority to
      own
      and operate its properties and to carry on its businesses as  now
      conducted.

    


    (b)           Resourcing
      has all requisite legal and corporate power to execute and deliver this
      Agreement, consummate the transactions contemplated hereby and perform its
      obligations hereunder.

     

    (c)           All
      corporate action on Resourcing’s part necessary for the authorization,
      execution, delivery and performance of all obligations under this Agreement
      and
      for the issuance and delivery of the Resourcing Shares will be taken, and this
      Agreement constitutes a legal, valid and binding obligation of Resourcing
      enforceable according to its terms.

    


    (d)           Neither
      the execution and delivery of this Agreement nor the carrying out of any of
      the
      transactions contemplated hereby will:

    


    
      	
               

            	
              i.

            	
              violate
                or conflict with any of the terms and conditions or provisions of
                the
                articles of incorporation or bylaws of
                Resourcing;

            


    

    


    
      	
               

            	
              ii.

            	
              violate
                any legal requirement applicable to
                Resourcing;

            


    

    


    
      	
               

            	
              iii.

            	
              violate,
                conflict with, result in a breach of, constitute a default under,
                or
                accelerate or permit the acceleration of the performance required
                by, or
                give any other party the right to terminate, any contract or permit
                applicable to Resourcing;

            


    

     

    
      
        
          Page 4
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              iv.

            	
              result
                in the creation of any lien, charge or other encumbrance on  any
                property of Resourcing; or

            


    

    


    
      	
               

            	
              v.

            	
              require
                Resourcing to obtain or make any waiver, consent, action, approval
                or
                authorization of, or registration, declaration, notice or filing
                with, any
                private non-governmental third party or any governmental
                authority.

            


    

    


    


    (e)           The
      Resourcing Note, when issued and delivered in accordance with the terms of
      this
      Agreement and for the consideration expressed herein, shall be duly and validly
      issued.

    


    (f)           No
      suit, action or other proceeding is pending or, to Resourcing’s best knowledge,
      threatened before any governmental authority seeking to restrain Resourcing
      or
      prohibit entry into this Agreement or prohibit the Closing, or seeking damages
      against Resourcing or its properties as a result of the consummation of this
      Agreement.

    


    7.           Covenants.

     

    7.1           Approval
      of Directors    Prior to the
      effective date of this Agreement, Resourcing and Consolidated, to the extent
      required, shall each hold a special meeting of their respective Boards of
      Directors to approve the Agreement and the transactions contemplated
      thereby.

     

    7.2           Third
      Party Consents    Resourcing
      and
      Peterson each agree to use their respective best efforts to obtain, as soon
      as
      reasonably practicable, all permits, authorizations, consents, waivers and
      approvals from third parties or governmental authorities necessary to consummate
      this Agreement and the transactions contemplated hereby.

     

    8.           Closing    Subject
      to
      the satisfaction of the conditions set forth in Section 9 and Section 10 of
      this
      Agreement, the closing of the transactions contemplated hereby
      (“Closing”) shall be held at Winchester, Virginia. The date upon which the
      Closing occurs is hereinafter referred to as the “Closing Date”. If by the close
      of business on September 10, 2006, Closing has not occurred,
      then either party hereto may terminate this Agreement by written notice to
      such
      effect to the other party without liability to any other party to this Agreement
      unless the reason for the Closing having not occurred
      is (i) such party’s willful breach of this Agreement, or
      (ii) , if all of the conditions to such party’s obligations set forth in Section
      9 and Section 10 of this Agreement have been satisfied or
      waived in writing by the date scheduled for the Closing, the failure of such
      party to perform its obligations under this Agreement on such date.
      However,  any termination pursuant to this Section 9 shall not relieve
      any party hereto who was responsible for Closing having not occurred of
      liability for such party’s willful breach of this Agreement or the failure of
      such party to perform its obligations under this Section 9 on such
      date.

     

    
      
        
          Page 5
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.           Conditions
      to Obligations of Resourcing    The obligations
      of
      Resourcing to carry out the transactions contemplated by this Agreement are
      subject, at the option of the Resourcing, to the satisfaction, or waiver by
      Resourcing, of the following conditions:

     

    (a)           All
      warranties and representations of Peterson contained in this Agreement shall
      be
      true and correct in all material respects as of the Closing and Peterson shall
      have performed and satisfied in all material respects all agreements and
      covenants required by this Agreement to be performed or satisfied by it at
      or
      prior to the Closing.

     

    (b)           As
      of the Closing Date, no suit, action, or other proceeding, shall be pending
      or
      threatened before any court or governmental agency seeking to restrain
      Resourcing or prohibit the Closing or seeking damages against Resourcing or
      Peterson or Consolidated as a result of the consummation of this
      Agreement.

     

    (c)           Since
      the date of this Agreement and up to and including the Closing there have not
      been:

     

    
      	
               

            	
              i.

            	
              any
                changes in the business, operations, prospects or financial condition
                of
                Consolidated that had or might have a material adverse effect on
                Consolidated; or

            


    

     

    
      	
               

            	
              ii.

            	
              any
                damage, destruction or loss to Consolidated that had or might have
                an
                adverse effect on Consolidated or Peterson
                Shares.

            


    

     

    (d)           Peterson
      shall have furnished Resourcing with a copy of all necessary corporate action
      on
      its behalf approving Peterson’s execution, delivery and performance of this
      Agreement.

     

    (e)           Resourcing
      shall have completed its due diligence investigation and the results thereof
      have not revealed that any of the warranties and representations of Peterson
      set
      forth herein are untrue or incorrect in any respect or otherwise unsatisfactory
      to Resourcing or that exceptions, if any, have been resolved to the satisfaction
      of Resourcing.

     

    (f)           Resourcing
      shall have received written evidence, in form and substance satisfactory to
      it,
      of the consent to the transactions contemplated by this Agreement of all
      governmental and private third parties where the absence of any such consent
      would result in a violation of law or breach or default under any agreement
      to
      which Peterson is a party.

     

    (g)           Resourcing
      shall have entered into Employment Agreements with Michael Peterson and
      Antoinette Peterson, respectively, as that term is defined in Section 3 of
      this
      Agreement.

     

    
      
        
          Page 6
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.           Conditions
      to Obligations of Peterson    The obligations
      of Peterson
      to carry out the transactions contemplated by this Agreement are subject, at
      the
      option of the Peterson, to the satisfaction or waiver by Peterson, of the
      following conditions:

     

    (a)           Resourcing
      shall have furnished Peterson with copies of all necessary corporate action
      on
      its behalf approving the execution, delivery and performance of this
      Agreement.

     

    (b)           All
      warranties and representations of Resourcing contained in this Agreement shall
      be true and correct in all material respects as of the Closing and Resourcing
      shall have performed and satisfied in all material respects all agreements
      and
      covenants required by this Agreement to be performed or satisfied by it at
      or
      prior to the Closing.

     

    (c)           As
      of the Closing Date, no suit, action, or other proceeding, shall be pending
      or
      threatened before any court or governmental agency seeking to restrain Peterson
      or Consolidated or prohibit the Closing or seeking damages against Resourcing
      or
      Peterson or Consolidated as a result of the consummation of this
      Agreement.

     

    11.           Indemnification    Peterson
      agrees to indemnify and hold harmless Resourcing from and against any and all
      damages, liabilities, obligations, penalties, fines, judgments, claims,
      deficiencies, losses, costs, expenses and assessments arising out of, resulting
      from or in any way related to (a) a breach of, or failure to perform or satisfy
      any of, the warranties and representations, covenants and agreements made by
      Peterson in this Agreement or in any document or certificate delivered by
      Peterson at the Closing, or (b) the existence of any liabilities or obligations
      of Consolidated other than those disclosed to Resourcing.

     

    12.           Public
      Announcements    Neither party
      shall
      issue or approve a news release or other public announcement concerning the
      transactions contemplated by this Agreement without the prior written consent
      of
      the other as to the contents of the announcement and its release, which approval
      shall not be unreasonably withheld.

     

    13.           Notices    All
      notice,
      consents, waivers and other communications required or permitted by this
      Agreement shall be in writing and shall be deemed given to a party when (a)
      delivered to the appropriate address by hand or by nationally recognized
      overnight courier service, with costs prepaid; (b) sent by facsimile or e-mail
      with confirmation of transmission by the transmitting equipment; or (c) sent
      by
      certified mail, return receipt requested, in each case to the following
      addresses, facsimile numbers or e-mail addresses and marked to the attention
      of
      the person designated below:

     

    To
      Resourcing:

     

    Gary
      Musselman

    7621
      Little Ave., Suite 101

    Charlotte,
      NC 28226

    Facsimile:
      (704) 501-5651

    E-mail:
      Gmusselman@asmarahr.com

     

    
      
        
          Page 7
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    To:
      Peterson:

     

    Antoinette
      Peterson

    302
      S. Braddock Street

    Winchester,
      VA 22601

    Facsimile:
      (540) 667-1984

    E-mail:
      wwpsca100@yahoo.com

     

    14.           Expenses    Each
      party
      shall bear the costs and expenses of its own fees and expenses of professional
      advisors and other costs relating to this Agreement.

     

    15.           Arbitration
      Required/Mediation First Option.    Any dispute
      or claim
      that arises out of or that relates to this agreement, or to the interpretation
      or breach thereof, or to the existence, scope, or validity of this agreement
      or
      the arbitration agreement, shall be resolved by arbitration in accordance with
      the then effective arbitration rules of American Arbitration Association.
      Judgment upon the award rendered pursuant to such arbitration may be entered
      in
      any court having jurisdiction thereof.  The parties acknowledge that
      mediation usually helps parties to settle their dispute.  Therefore,
      any party may propose mediation whenever appropriate through the
      organization  named above or any other mediation process or mediator
      as the parties may agree upon.

     

    16.           Binding
      Effect    This Agreement
      shall  be binding upon and inure to the benefit of the parties hereto
      and their respective  successors and assigns; but neither this
      Agreement nor any of the rights, benefits or obligations hereunder shall be
      assigned, by operation of law or otherwise, by either party hereto without
      the
      prior written consent of the other party, which approval shall not be
      unreasonably withheld.

     

    17.           Survival
      of Warranties and Representations    The warranties
      and
      Representations of the parties as  set forth in this Agreement are the
      exclusive warranties and representations of the parties. All warranties and
      representations, covenants and agreements by the parties to this Agreement
      shall
      expressly survive the Closing.

     

    18.           Governing
      Law    This Agreement
      and
      the documents and instruments delivered pursuant hereto shall be governed by
      and
      construed in accordance with the laws of the State of North Carolina. Each
      party
      hereto irrevocably submits to the jurisdiction of the court of the State of
      North Carolina, in any action or proceeding arising out of or relating to this
      Agreement. Each party hereto consents to service of process by any means
      authorized by applicable law and waives the defense of an inconvenient form
      to
      the maintenance of such action or proceeding in any such court.

     

    
      
        
          Page 8
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19.           Severability    The
      provisions of this Agreement are severable. If any one or more provisions may
      be
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions, to the extent enforceable, shall nevertheless be binding
      and enforceable.

     

    20.           Non-Waiver    Failure
      by
      any party at any time to require performance of the other party of the
      provisions of this Agreement shall in no way affect any party’s rights hereunder
      to enforce the same, nor shall any such waiver by either party of any breach
      be
      held to be a waiver of any succeeding breach or waiver of this
      clause.

     

    21.           Remedies    The
      rights and remedies provided by this Agreement are cumulative and the use of
      any
      one right or remedy by any party hereto shall not preclude or constitute a
      waiver of its rights to use any or all other remedies. Such rights and remedies
      are given in addition to any other rights and remedies a party may have by
      law,
      statute or otherwise.

     

    22.           Attorneys’
      Fees     In
      the event
      suit or action is brought, or an arbitration proceeding is initiated, to enforce
      or interpret any of the provisions of this agreement, or that arise out of
      or
      relate to this agreement, the prevailing party shall be entitled to reasonable
      attorney’s fees in connection therewith.  The determination of who is
      the prevailing party and the amount of reasonable attorney's fees to be paid
      to
      the prevailing party shall be decided by the arbitrator(s) (with respect to
      attorney's fees incurred prior to and during the arbitration proceedings) and
      by
      the court or courts, including any appellate court, in which such matter is
      tried, heard, or decided, including a court that hears a request to compel
      or
      stay litigation or that hears any exceptions or objections to, or requests
      to
      modify, correct, or vacate, an arbitration award submitted to it for
      confirmation as a judgment (with respect to attorney's fees incurred in such
      court proceedings).

     

    23.           Entire
      Agreement    This Agreement,
      together with all exhibits attached hereto,  constitutes the entire
      agreement between the parties with respect to the subject matter hereof and
      supersedes all prior agreements, understandings, negotiations and discussions,
      whether oral or written, by any of the parties or by any officer or
      representative of any party.  No amendment or modification of this
      Agreement shall be binding unless executed in writing by the party to be bound
      thereby.

     

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

     

    25.           Advice
      of Counsel    This Agreement
      was
      prepared by the Law Office of Robert C. Laskowski on behalf of Resourcing and
      Peterson have been advised to retain their own legal counsel to represent them
      in connection with this Agreement and they have elected not to seek the advice
      of such legal counsel.

     

    
      
        
          Page 9
            -  Stock Purchase Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the parties have executed this Agreement on the dates indicated
      below.

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

    
      	
              By:
                /s/ GARY MUSSELMAN

            	
              
                Date:
                  August 31, 2006

              

            


    

     

    Name:
      Gary Musselman

     

    Title:
      President/CEO

     

    


     

    ANTOINETTE
      PETERSON, AS HOLDER OF 100% OF

     

    THE
      ISSUED AND OUTSTANDING COMMON STOCK OF CONSOLIDATED SERVICES, INC.

     

    


    
       

      
        	
                /s/
                  ANTOINETTE PETERSON

              	
                Date:
                  August 31, 2006

              


      

    

     

     

     

     

     

    
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