rsg_ex101.htm


    
      Exhibit 10.1

       

      ASSET
PURCHASE AGREEMENT

       

      by and
among

       

      Asmara,
Inc., a North Carolina Corporation,

       

      And

       

      The
Resourcing Solutions Group, Inc.., a Nevada Corporation

       

      Dated
April 25, 2003

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      Asset Purchase Agreement
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      TRSG and Asmara

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      ASSET
PURCHASE AGREEMENT

       

      This
Asset Purchase Agreement ("Agreement") is dated April 25, 2003, by and among The
Resourcing Solutions Group, Inc., a Nevada corporation ("Buyer"); and Asmara,
Inc., a North Carolina corporation ("Seller").

       

      RECITALS

       

      Seller
desires to sell, and Buyer desires to purchase, the Assets of Seller for the
consideration and on the terms set forth in this Agreement.

       

      The
parties, intending to be legally bound, agree as follows:

       

      1. Sale and Transfer of
Assets.

       

      1.1
 ASSETS TO BE SOLD. Upon the terms and subject to the conditions set forth
in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer
and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and
clear of any encumbrances other than any permitted herein, all of Seller's
right, title and interest in and to all of Seller's property and assets, real,
personal or mixed, tangible and intangible, of every kind and description,
wherever located, including the following (the "Assets"):

       

      (a) all
tangible personal property, as listed in Exhibit "A" (the "Tangible Personal
Property");

       

      (b) all
cash on deposit, cash equivalents and short-term investments on hand prior to
consummation
of this transaction, including those amounts received from a business
forwhich Seller
has agreed to provide PEO services("Clients") in connection with the
performance
by Clients of obligations under their PEO Contracts with Seller and for
which
Seller has a corresponding obligation that constitutes an Assumed Liability and
all funds on
deposit or in restricted accounts for the purpose of securing insurance
coverage.  

       

      (c) all
accounts receivable, as listed in Exhibit "B" (the "Accounts
Receivable");

       

      (d) all
contracts with customers and suppliers, as listed in Exhibit "C", which includes
all outstanding
offers or solicitations made by or to Seller to enter into any contract
(the "Contracts");

       

      (e) all
Governmental Authorizations and all pending applications therefor or renewals
thereof, as
listed in Exhibit "D" (the "Governmental Authorizations");

      


      


      


      


      


      


      


      


      


      


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      (f) all
insurance programs being offered by Seller to its PEO (Professional Employer
Organization) customers, as listed in Exhibit "E" (the "Insurance
Programs");

       

      (g) all
interest in and securities owned of all subsidiary operations and corporations
as listed in Exhibit "F":

       

      (h) all
claims for refund of taxes and other governmental charges of whatever nature;
and

       

      (i) all
data and records related to the operations of Seller, including client and
customer lists and records, referral sources, market research reports, financial
and accounting records, advertising materials, promotional materials,
correspondence and other similar documents and records, which shall be preserved
by Buyer as provided in Paragraph 10.8, below;

       

      (j) all
of the intangible rights and property of Seller, including intellectual property
assets, telephone, telecopy and e-mail addresses and listings;

       

      (k), all
claims of Seller against third parties relating to the Assets; and

       

      (1) all
rights of Seller relating to deposits and prepaid expenses, claims for refunds
and rights to offset in respect thereof.

       

      The
transfer of the Assets pursuant to this Agreement shall not include the
assumption of any
liability related to the Assets unless Buyer expressly assumes that liability
herein.

      


      1.2  EXCLUDED
ASSETS: Notwithstanding anything to the contrary contained in Section
1.1 or
elsewhere in this Agreement, the following assets of Seller (collectively, the
"Excluded Assets") are not part of the sale and purchase contemplated hereunder,
are excluded from the Assets and shall remain the property of Seller after the
Closing:

       

      (a) all
minute books, stock Records and corporate seals;

        

      (b) the
shares of capital stock of Seller held in treasury;

      


      (c) all
affiliated company receivables from other organizations and corporations owned
by the
sole shareholder of the Seller.

        

      (d) all
personnel records and other records that Seller is required by law to retain in
its possession,
in which case, copies will be made at Buyer's request and at Buyer's expense;
and

        

      (e) all
rights of Seller under this Agreement, the Bill of Sale and the Assignment and
Assumption
Agreement.

      


      


      


      


      


      


      


      


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      TRSG and Asmara

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      1.3  CONSIDERATION:
The consideration for the Assets (the "Purchase Price") will be $1,965,000 in
the assumption of certain liabilities as specified in Section 1.4(a), following
(the Assumed Liabilities). At the Closing, the Purchase Price shall be delivered
by Buyer to Seller as follows:

       

      (a) five
thousand dollars ($5,000.00) by cash or company check; and

      (b) the
assumption of the Assumed Liabilities through the execution and delivery of the
Assignment
and Assumption Agreement.

      


      Thereafter,
the Buyer shall cause the following options to be delivered annually to W. Revel
Bellamy:

       

      (c)
Options on 500,000 shares of the common stock of the Buyer, at a strike price of
$0.03 per
share, should Asmara achieve an average EBITDA of greater than one percent
(1%) and
less than two percent (2%) of sales during the 24 months following the
closing.

        

      (d)
Options on 1,000,000 shares of the common stock of the Buyer, at a strike price
of $0.03 per
share, should Asmara achieve an average EBITDA of greater than two percent
(2%) of
sales or greater over the 24 months following the closing.

       

      1.4  LIABILITIES

       

      (a)
Assumed Liabilities. On the Closing, Buyer shall assume and agree to discharge
only the following liabilities of Seller (the "Assumed Liabilities")
:

       

      (i) the
outstanding liabilities of Seller listed on Schedule 1.4(a)(i), not to exceed
one
million, five hundred thousand dollars ($1,525,000.00) at the time of the
Closing;

      


      (ii) the
outstanding amounts payable by Seller directly to the shareholder of Asmara,
Inc., W. Revel Bellamy, as listed on Schedule 1.4(a)(ii), not to exceed four
hundred thirty thousand dollars ($430,000.00) at the time of the
Closing;

        

      (iii) any
Liability arising after the Closing under the Contracts described in
Schedule
3.15(a), except for:

      


      A. any
Liability arising out of or relating to a breach of any of the Contracts
described in Schedule 3.15(a) that occurred prior to the Closing other than that
referred to in Paragraph 1.4 (a)(i), above, and

      


      B. any
liability arising out of or relating to any of the Contracts described in
Schedule 3.15(a) for which Seller has received payment from a Client thereunder
and for which Seller has not provided the full payment thereof to Buyer
other than that referred to in Paragraph 1.4(a)(i), above;

      


      


      


      


      


      


      


      


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      (iv) any
liability of Seller described in Schedule l.4(a)(iii)

       

      (b)
Retained Liabilities. All liabilities not expressly assumed by Buyer herein (the
"Retained
Liabilities"), at the time of the Closing, shall remain the sole responsibility
of and shall
be retained, paid, performed and discharged solely by Seller.

       

      2. Closing.

       

      2.1  TIME
AND PLACE. The purchase and sale provided for in this Agreement (the "Closing")
will take place at the offices of the Seller on April 25, 2003, unless Buyer and
Seller otherwise agree.

       

      2.2  CLOSING
OBLIGATIONS. At the Closing:

       

        (a)
Seller shall deliver to Buyer (together referred to as "Seller's Closing
Documents"):

       

      (i) a
bill of sale for all of the Assets that are Tangible Personal Property in the
form of Exhibit "G"(the "Bill of Sale") executed by Seller;

      


      (ii) an
assignment of all of the Assets that are intangible personal property in the
form of Exhibit "H", which assignment shall also contain Buyer's undertaking and
assumption of the Assumed Liabilities (the "Assignment and Assumption
Agreement") executed by Seller, except that the Contracts with Seller's PEO
clients, (A) existing at the time of the Closing and (B) entered into between
that time and December 31, 2002 (which shall be included as part of the
"Contracts"), which have not been terminated prior to April 30, 2003, will be
assigned to Buyer on the first business day following May 1, 2003;

      


      (iii)
assignments of all intellectual property assets identified in Schedule
3.18;

      


      (iv)
employment agreements in the form of Exhibit "I" (the "Employment Agreements")
executed by W. Revel Bellamy and Timothy L. Maness;

      


      (v)
non-competition agreement in the form of Exhibit "J" (the "Non-competition
Agreement"), executed by W. Revel Bellamy and Timothy L. Maness;

      


      (vi) a
certificate executed by an officer of the Seller as to the accuracy of Seller's
representations and warranties as of the date of this Agreement and as of the
Closing, and as to Seller's compliance with and performance of Seller's
covenants and obligations to be performed or complied with at or before the
Closing; and

      


      (vii) a
certificate of the Secretary of Seller certifying requisite resolutions or
actions of Seller's board of directors and shareholders approving the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein; and certifying to the incumbency and signatures of the
officers of Seller executing this Agreement and any other document relating to
the transactions contemplated herein.

       

      


      


      


      


      


      


      


      


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      (b) Buyer
shall deliver to Seller (together referred to as "Buyer's Closing
Documents"):

       

      (i) five
thousand dollars ($5,000.00) by cash or company check;

       

      (ii) the
Assignment and Assumption Agreement executed by Buyer;

       

      (iii)
agreements for the employment of W. Revel Bellamy and Timothy L. Maness ("the
Employment Agreements") executed by Buyer;

       

      (iv) a
certificate executed by an officer of the Buyer as to the accuracy of Buyer's
representations and warranties as of the date of this Agreement and as of the
Closing, and as to Buyer's compliance with and performance of Buyer's covenants
and obligations to be performed or complied with at or before the Closing;
and

      


      (v) a
certificate of the Secretary of Buyer certifying, all requisite resolutions or
actions of Buyer's board of directors and shareholders approving the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein and certifying to the incumbency and signatures of the
officers of Buyer executing this Agreement and any other document relating to
the transactions contemplated herein.

      


      3. Representations and
Warranties of Seller. Seller represents and
warrants to Buyer as follows:

       

      3.1  ORGANIZATION
AND GOOD STANDING. Schedule 3.1 contains a complete and accurate list of
Seller's jurisdiction of incorporation and any other jurisdictions in which it
is qualified to do business as a foreign corporation. Seller is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, with full corporate power and authority to
conduct its business as it is now being conducted, to own or use the properties
and assets that it purports to own or use, and to perform all its obligations
under the Contracts. Seller is duly qualified t'o do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification.

       

      3.2  ENFORCEABILITY;
AUTHORITY; NO CONFLICT

       

      (a) This
Agreement, and all other agreements related hereto, constitutes the legal, valid
and binding obligation of Seller, enforceable against it in accordance with its
terms.

       

      


      


      


      


      


      


      


      


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      Seller
has the absolute and unrestricted right, power and authority to execute and
deliver this Agreement and the Seller's Closing Documents and to perform its
obligations under this Agreement and the Seller's Closing Documents, and such
action has been duly authorized by all necessary action by Seller's shareholders
and board of directors.

       

      (b)
Neither the execution and delivery of this Agreement nor the consummation or
performance of any of the transactions contemplated herein will, directly or
indirectly (with or without notice or lapse of time):

       

      (i)
breach any provision of any of the governing documents of Seller or any
resolution adopted by the board of directors or the shareholders of
Seller;

      


      (ii)
breach or give any governmental body or other person or entity the right to
challenge any of the transactions contemplated herein or to exercise any remedy
or obtain any relief under any legal requirement or any order to which Seller or
any of the Assets may be subject;

      


      (iii)
contravene, conflict with or result in a violation or breach of any of the terms
or requirements of, or give any governmental body the right to revoke, withdraw,
suspend, cancel, terminate or modify, any Governmental Authorization that is
held by Seller or that otherwise relates to the Assets or to the business of
Seller;

       

      (iv)
cause Buyer to become subject to, or to become liable for the payment of, any
tax;

      


      (v)
Breach any provision of, or give any person or entity the right to declare a
default or exercise any remedy under, or to accelerate the maturity or
performance of, or payment under, or to cancel, terminate or modify, any
Contract;

      


      (vi)
result in the imposition or creation of any encumbrance upon or with respect to
any of the Assets; or

      


      (vii)
result in any shareholder of the Seller having the right to exercise dissenters'
appraisal rights.

       

      (c)
Seller is not required to give any notice to or obtain any consent from any
person or entity in connection with the execution and delivery of this Agreement
or the consummation or performance of any of the transactions contemplated
herein.

       

      3.3  FINANCIAL
STATEMENTS. Seller has delivered to Buyer: (a) an unaudited balance sheet of
Seller as at December 31,2001 (the "Balance Sheet"), and the related audited
statements of income, changes in shareholders' equity and cash flows for the
fiscal year then ended, (b) an unaudited balance sheet of Seller as at March 31,
2003, (the "Interim Balance Sheet") and the related unaudited statement[s] of
income, and cash flows for the three (3) months then ended.

       

      


      


      


      


      


      


      


      


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      Such
financial statements fairly present the financial condition and the results of
operations, changes in shareholders' equity and cash flows of Seller as at the
respective dates of and for the periods referred to in such financial
statements. The financial statements referred to in this Section 3.3 reflect and
will reflect the consistent application of such accounting principles throughout
the periods involved. The financial statements have been and will be prepared
from and are in accordance with the accounting records of Seller. The books of
account and other financial Records of Seller, all of which have been made
available to Buyer, are complete and correct and represent actual, bona fide
transactions and have been maintained in accordance with sound business
practices and the requirements of Section 13(h)(2) of the Exchange Act
(regardless of whether the Seller is subject to that Section or not), including
the maintenance of an adequate system of internal controls

       

      3.4  SUFFICIENCY
OF ASSETS. Except as set forth in Schedule 3.4, the Assets (a) constitute all of
the assets, tangible and intangible, of any nature whatsoever, necessary to
operate Seller's business in the manner presently operated by Seller and (b)
include all of the operating assets of Seller, other than the Excluded
Assets.

       

      3.5  DESCRIPTION
OF LEASED REAL PROPERTY. Schedule 3.5 contains an accurate description (by
location, name of lessor, date of Lease and term expiry date) of the sole real
property lease of Seller. It is agreed that Buyer will assume such lease for a
period of ninety (90) days, with an option to assume the full balance of such
lease term under the current lease terms and conditions.

       

      3.6  TITLE
TO ASSETS; ENCUMBRANCES. Seller owns good and transferable title to all of the
Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the
time of Closing, all Assets shall be free and clear of all
encumbrances.

       

      3.7  ACCOUNTS
RECEIVABLE. All Accounts Receivable that are reflected on the Balance Sheet or
the Interim Balance Sheet or on the accounting records of Seller as of the
Closing represent or will represent valid obligations arising from sales
actually made or services actually performed by Seller in the ordinary course of
business. Except to the extent paid prior to the Closing and those receivables
excluded under Section 1.2 of this Agreement, such Accounts Receivable are or
will be as of the Closing current and collectible net of the respective reserves
shown on the Balance Sheet or the Interim Balance Sheet (which reserves are
adequate and calculated consistent with past practice). Subject to such
reserves, each of such Accounts Receivable either has been or will be collected
in full, without any setoff, within ninety (90) days after the day on which it
first becomes due and payable. There is no contest, claim, defense or right of
setoff under any Contract with any account debtor of an Account Receivable
relating to the amount or validity of such Account Receivable.

       

      3.8  NO
UNDISCLOSED LIABILITIES. Seller has no liability except for liabilities
reflected or reserved against in the Balance Sheet or the Interim Balance Sheet
and current liabilities incurred in the ordinary course of business of Seller
since the date of the Interim Balance Sheet.

       

      


      


      


      


      


      


      


      


      


      


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      3.9  TAXES.
All Taxes that Seller is or was required by legal requirements to withhold,
deduct or collect have been duly withheld, deducted and collected and, to the
extent required or otherwise disclosed, have been paid to the proper
governmental body or other entity.

       

      3.10  NO
MATERIAL ADVERSE CHANGE. Since the date of the Balance Sheet, there has not been
any material adverse change in the business, operations, prospects, assets,
results of operations or condition (financial or other) of Seller, and no event
has occurred or circumstance exists that may result in such a material adverse
change.

       

      3.11  EMPLOYEE
BENEFITS.

       

      (a) Set
forth in Schedule 3.11(a) is a complete and correct list of all "employee
benefit plans" as defined by Section 3(3) of ERISA, all specified fringe benefit
plans as defined in Section 6039D of the Internal Revenue Code (the "Code"), and
all other bonus, incentive-compensation, deferred-compensation, profit-sharing,
stock-option, stock-appreciation-right, stock-bonus, stock-purchase,
employee-stock-ownership, savings, severance, change-in-control,
supplemental-unemployment, layoff, salary-continuation, retirement, pension,
health, life-insurance, disability, accident, group-insurance, vacation,
holiday, sick-leave, fringe-benefit or welfare plan, and any other employee
compensation or benefit plan, agreement, policy, practice, commitment, contract
or understanding (whether qualified or nonqualified, currently effective or
terminated, written or unwritten) and any trust, escrow or other agreement
related thereto that (i) is maintained or contributed to by Seller or any other
corporation or trade or business controlled by, controlling or under common
control with Seller (within the meaning of Section 414 of the Code or Section
4001(a)(14) or 4001@) of ERISA) ("ERISA Affiliate") or has been maintained or
contributed to in the last six (6) years by Seller or any ERISA Affiliate, or
with respect to which Seller or any ERISA Affiliate has or may have any
liability, and (ii) provides benefits, or describes policies or procedures
applicable to any current or former director, officer, employee or service
provider of Seller or any ERISA Affiliate, or the dependents of any thereof,
regardless of how (or whether) liabilities for the provision of benefits are
accrued or assets are acquired or dedicated with respect to the funding thereof
(collectively the "Employee Plans"). Schedule 3.11(a) identifies as such any
Employee Plan that is (w) a "Defined Benefit Plan" (as defined in Section 414(1)
of the Code); (x) a plan intended to meet the requirements of Section 401(a) of
the Code; (y) a "Multiemployer Plan" (as defined in Section 3(37) of ERISA); or
(z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. Also
set forth on Schedule 3.1 1(a) is a complete and correct list of all ERISA
Affiliates of Seller during the last six (6) years.

       

      (b)
Seller has delivered to Buyer true, accurate and complete copies of (i) the
documents comprising each Employee Plan (or, with respect to any Employee Plan
which is unwritten, a detailed written description of eligibility,
participation, benefits, funding arrangements, assets and any other matters
which relate to the obligations of Seller or any ERISA Affiliate); (ii) all
trust agreements, insurance contracts or any other funding

      


      


      


      


      


      


      


      


      


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      instruments
related to the Employee Plans; (iii) all rulings, determination letters,
no-action letters or advisory opinions from the IRS, the U.S. Department of
Labor, the Pension Benefit Guaranty Corporation ("PBGC") or any other
Governmental Body that pertain to each Employee Plan and any open requests
therefor; (iv) the most recent actuarial and financial reports (audited and/or
unaudited) and the annual reports filed with any Government Body with respect to
the Employee Plans during the current year and each of the three preceding
years; (v) all collective bargaining agreements pursuant to which contributions
to any Employee Plan(s) have been made or obligations incurred (including both
pension and welfare benefits) by Seller or any ERISA Affiliate, and all
collective bargaining
agreements pursuant to which contributions are being made or obligations are
owed by such entities; (vi) all securities registration statements filed with
respect to any Employee Plan; (vii) all contracts with third-Party
administrators, actuaries, investment managers, consultants and other
independent contractors that relate to any Employee Plan, (viii) with respect to
Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for
each of the three most recent plan years; and (ix) all summary plan
descriptions, summaries of material modifications and memoranda, employee
handbooks and other written communications regarding the Employee
Plans.

      


      (c) Full
payment has been made of all amounts that are required under the terms of each
Employee Plan to be paid as contributions with respect to all periods prior to
and including the last day of the most recent fiscal year of such Employee Plan
ended on or before the date of this Agreement and all periods thereafter prior
to the Closing, and no accumulated funding deficiency or liquidity shortfall (as
those terms are defined in Section 302 of ERISA and Section 412 of the Code) has
been incurred with respect to any such Employee Plan, whether or not waived. The
value of the assets of each Employee Plan exceeds the amount of all benefit
liabilities (determined on s
plan termination basis using the actuarial assumptions established by the
PBGC as of the Closing) of such Employee Plan. Seller is not required to provide
security to an Employee Plan under Section 401(a)(29) of the Code. The funded
status of each Employee Plan that is a Defined Benefit Plan is disclosed on Part
3.16(c) in a manner consistent with the Statement of Financial Accounting
Standards No. 87. Seller has paid in full all required insurance premiums,
subject only to normal retrospective adjustments in the ordinary course, with
regard to the Employee Plans for all policy years or other applicable policy
periods ending on or before the Closing Date.

        

      (d) No
Employee Plan, if subject to Title IV of ERISA, has been completely or partially
terminated, nor has any event occurred nor does any circumstance exist that
could result in the partial termination of such Employee Plan. The PBGC has not
instituted or threatened a Proceeding to terminate or to appoint a trustee
to administer any of the Employee Plans pursuant to Subtitle 1 of Title IV of
ERISA, and no condition or set of circumstances exists that presents a material
risk of termination or partial termination of any of the Employee Plans by the
PBGC. None of the Employee Plans has been the subject of, and no event has
occurred or condition exists that could be deemed, a reportable event (as
defined in Section 4043 of ERISA) as to which a notice would be

      


      


      


      


      


      


      


      


      


      


      


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      required
(without regard to regulatory monetary thresholds) to be filed with the PBGC.
Seller
has paid in full all insurance premiums due to the PBGC with regard to the
Employee
Plans for all applicable periods ending on or before the Closing
Date.

       

      (e)
Neither Seller nor any ERISA Affiliate has any liability or has knowledge of any
facts or circumstances that might give rise to any liability, and the
transactions contemplated herein will not result in any liability, (i) for the
termination of or withdrawal from any Employee Plan under Sections 4062, 4063 or
4064 of ERISA, (ii) for any lien imposed under Section 302(f) of ERISA or
Section 412(n) of the Code, (iii) for any interest payments required under
Section 302(e) of ERISA or Section 412(m) of the Code, (iv) for any excise tax
imposed by Section 4971 of the Code, (v) for any minimum funding contributions
under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code or
(vi) for
withdrawal from any Multiemployer Plan under Section 4201 of ERISA.

        

      (f) Seller has, at all
times, complied, and currently complies, in all material respects with the
applicable continuation requirements for its welfare benefit plans, including
(1) Section 4980B of the Code (as well as its predecessor provision, Section
162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which
provisions are hereinafter referred to collectively as "COBRA" and (2) any
applicable state statutes mandating health insurance continuation coverage for
employees.

      


      (g) The
form of all Employee Plans is in compliance with the applicable terms of ERISA,
the Code, and any other applicable laws, including the Americans with
Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health
Insurance Portability and Accountability Act of 1996, and such plans have been
operated in compliance with such laws and the written Employee Plan documents.
Neither Seller nor any fiduciary of an Employee Plan has violated the
requirements of Section 404 of ERISA. All required reports and descriptions of
the Employee Plans (including Internal Revenue Service Form 5500 Annual Reports,
Summary Annual Reports and Summary Plan Descriptions and Summaries of Material
Modifications) have been (when required) timely filed with the IRS, the U.S.
Department of Labor or other Governmental Body and distributed as required, and
all notices required by ERISA or the Code or any other Legal Requirement with
respect to the Employee Plans have been appropriately given.

      


      (h) Each
Employee Plan that is intended to be qualified under Section 401(a) of the Code
has received a favorable determination letter from the IRS, and Seller has no
knowledge of any circumstances that will or could result in revocation of any
such favorable determination letter. Each trust created under any Employee Plan
has been determined to be exempt from taxation under Section 501(a) of the Code,
and Seller is not aware of any circumstance that will or could result in a
revocation of such exemption. Each Employee Welfare Benefit Plan (as defined in
Section 3(1) of ERISA) that utilizes a funding vehicle described in Section
501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code
has been the subject of a notification by the IRS that such funding vehicle
qualifies for tax-exempt status under Section 501(c)(9) of the Code or that the
plan

      


      


      


      


      


      


      


      


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      complies
with Section 505 of the Code, unless the IRS does not, as a matter of policy,
issue such notification with respect to the particular type of plan. With
respect to each Employee Plan, no event has occurred or condition exists that
will or could give rise to a loss of any intended tax consequence or to any Tax
under Section 51 1 of the Code.

       

      (i) There
is no material pending or threatened proceeding relating to any Employee Plan,
nor is there any basis for any such Proceeding. Neither Seller nor any fiduciary
of an Employee Plan has engaged in a transaction with respect to any Employee
Plan that, assuming the taxable period of such transaction expired as of the
date hereof, could subject Seller or Buyer to a Tax or penalty imposed by either
Section 4975 of the Code or Section 502(1) of ERISA or a violation of Section
406 of ERISA. The transactions contemplated herein will not result in the
potential assessment of a Tax or penalty under Section 4975 of the Code or
Section 502(1) of ERISA nor result in a violation of Section 406 of
ERISA.

       

      (j)
Seller has maintained workers' compensation coverage as required by applicable
state law through purchase of insurance and not by self-insurance or
otherwise.

       

      (k) Except as required by
legal requirements and as provided in Section 10.1(d), the consummation of the
transactions contemplated herein will not accelerate the time of vesting or the
time of payment, or increase the amount, of compensation due to any director,
employee, officer, former employee or former officer of Seller. There are no
contracts or arrangements providing for payments that could subject any person
to liability for tax under Section 4999 of the Code.

        

      (1)
Except for the continuation coverage requirements of COBRA, Seller has no
obligations or potential liability for benefits to employees, former employees
or their respective dependents following termination of employment or retirement
under any of the Employee Plans that are Employee Welfare Benefit
Plans.

      


      (m) None
of the transactions contemplated herein will result in an amendment,
modification or termination of any of the Employee Plans. No written or oral
representations have been made to any employee or former employee of Seller
promising or guaranteeing any employer payment or funding for the continuation
of medical, dental, life or disability coverage for any period of time beyond
the end of the current plan year (except to the extent of coverage required
under COBRA). No written or oral representations have been made to any employee
or former employee of Seller concerning the employee benefits of
Buyer.

      


      (n) With
respect to any Employee Plan that is a "multiemployer plan" within the meaning
of Section 4001(a)(3) of ERISA ("Multiemployer Plan"), and any other
Multiemployer Plan to which Seller has at any time had an obligation to
contribute:

      


      (i)  all
contributions required by the terms of such Multiemployer Plan and any collective
bargaining agreement have been made when due; and

       

      


      


      


      


      


      


      


      


      


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      (ii)
Seller would not be subject to any withdrawal liability under Part I of Subtitle
E of Title IV of ERISA if, as of the date hereof, Seller were to engage in a
"complete withdrawal" (as defined in ERISA Section 4203) or a "partial
withdrawal" (as defined in ERISA Section 4205) from such Multiemployer
Plan.

        

      (o)
Multiemployer Plan.

        

      (i) The
parties intend to comply with the requirements of Section 4204 of ERISA in order
that the transactions contemplated by this Agreement shall not be deemed a
complete or partial withdrawal from the Asmara MEP 401(k) Plan (the
"Multiemployer Plan"). Accordingly, Seller and Buyer agree:

      


      (A) After
the Closing, Buyer shall contribute to the Multiemployer Plan with respect to
the operations of the Company for substantially the same number of "contribution
base units" for which Seller had an "obligation to contribute" to the
Multiemployer Plan (as those terms are defined in Sections 4001(a)(11) and 4212
of ERISA, respectively) pursuant to the Collective Bargaining
Agreement.

      


      (B) Buyer
shall provide to the Multiemployer Plan, for a period of five consecutive plan
years commencing with the first plan year beginning after the Closing, either a
bond issued by a surety company that is an acceptable surety for purposes of
Section 412 of ERISA or an amount held in escrow by a bank or similar financial
institution satisfactory to the Multiemployer Plan. The amount of such bond or
escrow deposit shall be equal to the greater of (A) the average annual
contribution that Seller was required to make under the Multiemployer Plan with
respect to the operations of the Company for the three plan years immediately
preceding the plan year in which the Closing occurs, or (B) the annual
contribution that Seller was required to make under the Multiemployer Plan with
respect to the operations of the Company for the last plan year immediately
preceding the plan year in which the Closing occurs.

      


      (C) If
Buyer completely or partially withdraws from the Multiemployer Plan prior to the
end of the fifth plan year beginning after the Closing, and the resulting
liability of Buyer with respect to the Multiemployer Plan is not paid, then
Seller shall be secondarily liable in an amount not to exceed the amount of
withdrawal liability Seller would have had to pay to the Multiemployer Plan as a
result of the transactions contemplated by this Agreement but for Section 4204
of ERISA. Buyer shall indemnify Seller against any liability incurred by Seller
pursuant to this clause (iii).

      


      (ii)  Seller
shall cooperate with Buyer if Buyer wishes to prepare and submit to the
Multiemployer
Plan or the Pension Benefit Guaranty Corporation (PBGC) a request for a variance
of exemption from the bond/escrow requirement of Section 4204(a)(l)(B) of ERISA
(as described in clause (ii) of this subsection). Unless and until such a
variance or exemption is granted, Buyer shall comply with the bond/escrow
requirement, except to the extent provided in PBGC Regulation Section 2643.1
l(d).

      


      


      


      


      


      


      


      


      


      


      


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3.12  COMPLIANCE
WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS.

      

       

      (a)
Seller is, and at all times since March 31, 2003, has been, in full compliance
with each legal requirement that is or was applicable to it or to the conduct or
operation of its business or the ownership or use of any of its assets. No event
has occurred or circumstance exists that (with or without notice or lapse of
time) (A) may constitute or result in a violation by Seller of, or a failure on
the part of Seller to comply with, any legal requirement or (B) may give rise to
any obligation on the part of Seller to undertake, or to bear all or any portion
of the cost of, any remedial action of any nature. Seller has not received, at
any time since March 31, 2003, any notice or other communication (whether oral
or written) from any governmental body or any other person or entity regarding
(A) any actual, alleged, possible or potential violation of, or failure to
comply with, any legal requirement or (B) any actual, alleged, 2ossible or
potential obligation on the part of Seller to undertake, or to bear all or any
portion of the cost of, any remedial action of any nature.

        

      (b)
Exhibit D contains a complete and accurate list of each Governmental
Authorization that is held by Seller or that otherwise relates to Seller's
business or the Assets. Each Governmental Authorization listed or required to be
listed in Exhibit D is valid and in full force and effect. Seller is, and at all
times since March 31, 2003, has been, in full compliance with all of the terms
and requirements of each Governmental Authorization identified or required to be
identified in Exhibit D. No event has occurred or circumstance exists that may
(with or without notice or lapse of time) (A) constitute or result directly or
indirectly in a violation of or a failure to comply with any term or requirement
of any Governmental Authorization listed or required to be listed in Exhibit D
or (3)result directly or
indirectly in the revocation, withdrawal, suspension, cancellation or
termination of, or any modification to, any Governmental Authorization listed or
required to be listed in Exhibit D. Seller has not received, at any time since
March 31, 2003, any notice or other communication (whether oral or written) from
any governmental body or any other person or entity regarding (A) any actual,
alleged, possible or potential violation of or failure to comply with any term
or requirement of any Governmental Authorization or (B) any actual, proposed,
possible or potential revocation, withdrawal, suspension, cancellation,
termination of or modification to any Governmental Authorization. All
applications required to have been filed for the renewal of the Governmental
Authorizations listed or required to be listed in Exhibit D have been duly filed
on a timely basis with the appropriate governmental bodies, and all other
filings required to have been made with respect to such Governmental
Authorizations have been duly made on a timely basis with the appropriate
governmental bodies. The

      


      


      


      


      


      


      


      


      


      


      


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      Governmental
Authorizations listed in Exhibit D collectively constitute all of the
Governmental Authorizations necessary to permit Seller to lawfully conduct and
operate its business in the manner in which it currently conducts and operates
such business and to permit Seller to own and use the Assets in the manner in
which it currently owns and uses such Assets.

       

      3.13  LEGAL
PROCEEDINGS; ORDERS. There is no pending or, to Seller's knowledge, threatened
proceeding (i) by or against Seller or that otherwise relates to or may affect
the business of, or any of the Assets owned or used by, Seller; or (ii) that
challenges, or that may have the effect of preventing, delaying, making illegal
or otherwise interfering with, any of the transactions contemplated
herein.

       

      To the
knowledge of Seller, other than the events leading to the incurring of the
Assumed Liabilities, no event has occurred or circumstance exists that is
reasonably likely to give rise to or serve as a basis for the commencement of
any such proceeding.

       

      3.14
ABSENCE OF CERTAIN CHANGES AND EVENTS. Since the date of the Balance Sheet,
Seller has conducted its business only in the ordinary course of business and
there has not been any:

       

      (a)
payment (except in the ordinary course of business) or increase by Seller of any
bonuses, salaries or other compensation to any shareholder, director, officer or
employee or entry into any employment, severance or similar Contract with any
director, officer or employee;

        

      (b)
adoption of, amendment to or increase in the payments to or benefits under, any
Employee Plan;

        

      (c)
damage to or destruction or loss of any Asset, whether or not covered by
insurance;

        

      (d) entry
into, termination of or receipt of notice of termination of (i) any license,
distributorship, dealer, sales representative, joint venture, credit or similar
Contract to which Seller is a party, or (ii) any Contract or transaction
involving a total remaining commitment by Seller of at least One hundred dollars
($100.00);

       

      (e) sale
(other than in the ordinary course of business), lease or other disposition of
any Asset or property of Seller or the creation of any encumbrance on any
Asset;

       

      (f)
indication by any customer or supplier of an intention to discontinue or change
the terms of its relationship with Seller;

       

      (g)
material change in the accounting methods used by Seller; ox

       

      (h)
Contract by Seller to do any of the foregoing.

      


      


      


      


      


      


      


      


      


      


      


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      3.15  CONTRACTS;
NO DEFAULTS

       

      (a)
Exhibit C contains an accurate and complete list, and Seller has delivered to
Buyer accurate and complete copies, of:

      


      (i) each
Contract that involves performance of services or delivery of goods or materials
by Seller of an amount or value in excess of One hundred dollars
($100.00);

      


      (ii) each
Contract that involves performance of services or delivery of goods or materials
to Seller of an amount or value in excess of One hundred dollars
($100.00);

       

      (iii)
each Contract that was not entered into in the ordinary course of business and
that involves expenditures or. receipts of Seller in excess of One hundred
dollars ($100.00);

       

      (iv) each
Contract affecting the ownership of, leasing of, title to, use of or any
leasehold or other interest in any personal property (except personal property
leases and installment and conditional sales agreements having a value per item
or aggregate payments of less than One hundred dollars ($100.00) and with a term
of less than one year);

      


      (v) each
Contract with any labor union or other employee representative of a group of
employees relating to wages, hours and other conditions of
employment;

      


      (vi) each
Contract (however named) involving a sharing of profits, losses, costs or
liabilities by Seller with any other person or entity;

       

      (vii)
each Contract containing covenants that in any way purport to restrict Seller's
business activity or limit the freedom of Seller to engage in any line of
business or to compete with any person or entity;

       

      (viii)
each Contract providing for payments to or by any person or entity based on
sales, purchases or profits, other than direct payments for goods or
services;

       

      (ix) each
power of attorney of Seller that is currently effective and
outstanding;

       

      (x) each
Contract entered into other than in the ordinary course of business that
contains or provides for an express undertaking by Seller to be responsible for
consequential damages;

      


      (xi) each
Contract for capital expenditures in excess of One hundred dollars
($lOO.OO);and

      


      


      


      


      


      


      


      


      


      


      


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       (xii) each amendment,
supplement and modification (whether oral or written) in respect of any of the
foregoing.

       

      (b) No
shareholder of Seller has or may acquire any rights under, and no shareholder of
Seller has or may become subject to any obligation or liability under, any
Contract that relates to the business of Seller or any of the
Assets.

        

      (c) Each
Contract identified or required to be identified in Exhibit C is in full force
and effect and is valid and enforceable in accordance with its terms. Each
Contract identified or required to be identified in Exhibit C is assignable by
Seller to Buyer without the consent of any other Person, except where noted. To
the knowledge of Seller, no Contract identified or required to be identified in
Exhibit C will upon completion or performance thereof have a material adverse
affect on the business, assets or condition of Seller or the business to be
conducted by Buyer with the Assets.

      


      (d)
Seller is, and at all times since March 31, 2003, has been, in compliance with
all applicable terms and requirements of each Contract which is being assumed by
Buyer. Each other person or entity that has or had any obligation or liability
under any Contract which is being assigned to Buyer is, and at all times since
March 31, 2003, has been, in full compliance with all applicable terms and
requirements of such Contract. No event has occurred or circumstance exists that
(with or without notice or lapse of time) may contravene, conflict with or
result in a breach of, or give Seller or other person or entity the right to
declare a default or exercise any remedy under, or to accelerate the maturity or
performance of, or payment under, or to cancel, terminate or modify, any
Contract that is being assigned to or assumed by Buyer. No event has occurred or
circumstance exists under or by virtue of any Contract that (with or without
notice or lapse of time) would cause the creation of any encumbrance affecting
any of the Assets. Seller has not given to or received from any other person or
entity, at any time since March 31, 2003, any notice or other communication
(whether oral or written) regarding any actual, alleged, possible or potential
violation or breach of, or default under, any Contract which is being assigned
to or assumed by Buyer.

        

      (e) There
are no renegotiations of, attempts to renegotiate or outstanding rights to
renegotiate any material amounts paid or payable to Seller under current or
completed Contracts with any person or entity having the contractual or
statutory right to demand or require such renegotiation and no such person or
entity has made written demand for such renegotiation,

        

      (f) Each
Contract relating to the sale or provision of products or services by Seller has
been entered into in the ordinary course of business of Seller and has been
entered into without the commission of any act alone or in concert with any
other person or entity, or any consideration having been paid or promised, that
is or would be in violation of any legal requirement.

      


      


      


      


      


      


      


      


      


      


      


      


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      3.16  INSURANCE.

       

      (a)
Seller has delivered to Buyer:

        

      (i)
accurate and complete copies of all policies of insurance (and correspondence
relating to coverage thereunder) to which Seller is a party or under which
Seller is or has been covered at any time since January 1, 1999, a list of which
is included in Schedule 3.16(a);

        

      (ii)
accurate and complete copies of all pending applications by Seller for policies
of insurance; and

      


      (iii) any
statement by any consultant or risk management advisor with regard to the
adequacy of Seller's coverage or of the reserves for claims.

       

      (b)
Schedule 3.16(b) describes:

       

      (i) any
self-insurance arrangement by or affecting Seller, including any reserves
established thereunder;

      


      (ii) any
Contract or arrangement, other than a policy of insurance, for the transfer or
sharing of any risk to which Seller is a party or which involves the business of
Seller; and

      


      (iii) all
obligations of Seller to provide insurance coverage to third parties (for
example, under Leases or service agreements) and identifies the policy under
which such coverage is provided.

       

      (c)
Schedule 3.16(c) sets forth, by year, for the current policy year and since
January 1, 1999:

        

      (i)a
summary of the loss experience under each policy of insurance;

        

      (ii) a
statement describing each claim under a policy of insurance for an amount in
excess of One hundred dollars ($100.00), which sets forth:

       

      (A) the
name of the claimant;

       

      (B) a
description of the policy by insurer, type of insurance and period of coverage;
and

       

      (C) the
amount and a brief description of the claim; and

       

      (iii) a
statement describing the loss experience for all claims that were self-insured,
including the number and aggregate cost of such claims

       

      


      


      


      


      


      


      


      


      


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      (d) All
policies of insurance to which Seller is a party or that provide coverage to
Seller:

        

      (A) are
valid, outstanding and enforceable;

        

      (B) are
issued by an insurer that is financially sound and reputable;

      


      (C) taken
together, provide adequate insurance coverage for the Assets and the operations
of Seller for all risks normally insured against by a Person carrying on the
same business or businesses as Seller in the same location; and

        

      (D) are
sufficient for compliance with all legal requirements and Contracts. Seller has
not received (A) any refusal of coverage or any notice that a defense will be
afforded with reservation of rights or (B) any notice of cancellation or any
other indication that any policy of insurance is no longer in full force or
effect or that the issuer of any policy of insurance is not willing or able to
perform its obligations thereunder. Seller has paid all premiums due, and has
otherwise performed all of its obligations, under each policy of insurance to
which it is a party or that provides coverage to Seller. Seller has given notice
to the insurer of all claims that may be insured thereby.

      


      3.17  LABOR
DISPUTES: COMPLIANCE.

       

      (a)
Seller has complied in all respects with all legal requirements relating to
employment practices, terms and conditions of employment, equal employment
opportunity, nondiscrimination, immigration, wages, hours, benefits, collective
bargaining and similar legal requirements, the payment of social security and
similar taxes and occupational safety and health. Seller is not liable for the
payment of any taxes, fines, penalties, or other amounts, however designated,
for failure to comply with any of the foregoing legal requirements.

       

      (b)
Seller has not been, and is not now, a party to any collective bargaining
agreement or other labor contract. Since June 30, 1999, there has not been,
there is not presently pending or existing, and to Seller's knowledge there is
not threatened, any strike, slowdown, picketing, work stoppage or employee
grievance process involving Seller. To Seller's knowledge no event has occurred
or circumstance exists that could provide the basis for any work stoppage or
other labor dispute. There is not pending or, to Seller's knowledge, threatened
against or affecting Seller any proceeding relating to the alleged violation of
any legal requirement pertaining to labor relations or employment matters,
including any charge or complaint filed with the National Labor Relations Board
or any comparable governmental body, and there is no organizational activity or
other labor dispute against or affecting Seller. No application or petition for
an election of or for

       

      


      


      


      


      


      


      


      


      


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      certification
of a collective bargaining agent is pending. No grievance or arbitration
proceeding exists that might have an adverse effect upon Seller or the conduct
of its business. There is no lockout of any employees by Seller, and no such
action is contemplated by Seller. To Seller's knowledge there has been no charge
of discrimination filed against or threatened against Seller with the Equal
Employment Opportunity Commission or similar governmental body.

       

      3.18  INTELLECTUAL
PROPERTY ASSETS. The Intellectual Property assets of Seller consist of the
license to the computer software, trade names and the URLs identified in
Schedule 3.18. Seller has no registered and unregistered trademarks, service
marks and applications (collectively, "Marks"); registered and unregistered
copyrights in both published works and unpublished works (collectively,
"Copyrights"); know-how, trade secrets, confidential or proprietary information,
customer lists, Software, technical information, data, process technology,
plans, drawings and blue prints (collectively, "Trade Secrets"); or rights in
internet web sites and internet domain names presently used by Seller
(collectively "Net Names").

      


      3.19  DISCLOSURE.

       

      (a) No
representation or warranty or other statement made by Seller in this Agreement,
or the certificates delivered pursuant to this Agreement or otherwise made in
connection with the transactions contemplated herein contains any untrue
statement or omits to state a material fact necessary to make any of them, in
light of the circumstances in which it was made, not misleading.

       

      (b)
Seller does not have knowledge of any fact that has specific application to
Seller (other than general economic or industry conditions) and that may
materially adversely affect the assets, business, prospects, financial condition
or results of operations of Seller that has not been set forth in this Agreement
or the related documents.

       

      4. Representations and
Warranties of Buyer. Buyer represents and
warrants to Seller as follows:

       

      4.1  ORGANIZATION
AND GOOD STANDING. Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, with full corporate
power and authority to conduct its business as it is now conducted.

       

      4.2  AUTHORITY:
NO CONFLICT

       

      (a) This
Agreement, and the related documents delivered by Buyer at the Closing,
constitute the legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance with their terms. Buyer has the absolute and unrestricted
right, power and authority to execute and deliver this Agreement and the related
documents delivered by Buyer at the Closing and to perform its obligations under
such Agreement and related documents, and such action has been duly authorized
by all necessary corporate action.

       

      


      


      


      


      


      


      


      


      


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      (b)
Neither the execution and delivery of this Agreement by Buyer nor the
consummation or performance of any of the transactions contemplated herein by
Buyer will give any person or entity the right to prevent, delay or otherwise
interfere with any of the transactions contemplated herein pursuant
to:

       

      (i) any
provision of Buyer's governing documents;

        

      (ii) any
resolution adopted by the board of directors or the shareholders of
Buyer;

       

      (iii) any
legal requirement or order to which Buyer may be subject; or

       

      (iv) any
Contract to which Buyer is a party or by which Buyer may be hound.

       

      Buyer is
not and will not be required to obtain any consent from any person or entity in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the transactions contemplated herein.

       

      4.3  CERTAIN
PROCEEDINGS. There is no pending proceeding that has been commenced against
Buyer and that challenges, or may have the effect of preventing, delaying,
making illegal or otherwise interfering with, any of the transactions
contemplated herein. To Buyer's knowledge, no such proceeding has been
threatened.

       

      5. Covenants of
Seller.

       

      5.1  REQUIRED
APPROVALS. As promptly as practicable after the Closing, Seller shall make all
filings required by legal requirements to be made by it in order to consummate
the transactions contemplated herein. Seller also shall cooperate with Buyer and
its representatives with respect to all filings that Buyer elects to make or,
pursuant to legal requirements, shall be required to make in connection with the
transactions contemplated herein.

       

      5.2 BEST EFFORTS. Seller
shall use its best efforts to cause the conditions in Article 7 and Section 8.3
to be satisfied.

       

      5.3  CHANGE
OF NAME. Seller shall (a) amend its governing documents and take all other
actions necessary to change its name to one sufficiently dissimilar to Seller's
present name, in Buyer's judgment, to avoid confusion and (b) take all actions
requested by Buyer to enable Buyer to change its name to Seller's present
name.

       

      5.4 PAYMENT OF LIABILITIES.
Seller shall pay or otherwise satisfy in the ordinary course of business all of
its liabilities and obligations other than the Assumed Liabilities.

       

      5.5  CURRENT
EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense complete
and current searches in the name of Seller and other appropriate parties of all
Uniform

       

      


      


      


      


      


      


      


      


      


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      Commercial
Code Financing Statements records maintained by tbe Secretary of State of the
state in which Seller is incorporated, the state in which Seller maintains its
principal place of business, each jurisdiction in which a filing would be
required in order to perfect a security interest in the Assets, the clerk or
recorder of deeds (or other governmental office where real property documents
are filed for recording) of each county in which any Facility is located and
wherever else Seller or Buyer, based upon its investigation, is aware that a
Uniform Commercial Code Financing Statement has been filed, together with such
releases, termination statements and other documents as may be necessary to
provide reasonable evidence that all items of Intangible Personal Property,
Tangible Personal Property and fixtures to be sold under this Agreement are free
and clear of encumbrances, other than as permitted under this
Agreement.

       

      6. Covenants of
Buyer.

       

      6.1  REQUIRED
APPROVALS. As promptly as practicable after the Closing, Buyer shall make, or
cause to be made, all filings required by legal requirements to be made by it to
consummate the transactions contemplated herein. Buyer also shall cooperate with
Seller (a) with respect to all filings Seller shall be required by legal
requirements to make and (b) in obtaining all consents identified in Schedule
3.2(c), provided, however, that Buyer shall not be required to dispose of or
make any change to its business, expend any material funds or incur any other
burden in order to comply with this Section 6.1.

       

      6.2  BEST
EFFORTS. Buyer shall use its best efforts to cause the conditions in Article 8
and Section 7.3 to be satisfied.

      


      7. Conditions Precedent to
Buyer's Obligation to Close. Buyer's obligation to
purchase the Assets and to take the other actions required to be taken by Buyer
at the Closing is subject to the satisfaction, at or prior to the Closing, of
each of the following conditions (any of which may be waived by Buyer, in whole
or in part):

      


      7.1  ACCURACY
OF REPRESENTATIONS. All of Seller's representations and warranties in this
Agreement (considered collectively), and each of these representations and
warranties (considered individually), shall be accurate in all material
respects.

       

      7.2  SELLER'S
PERFORMANCE. All of the covenants and obligations that Seller is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of these covenants and obligations
(considered individually), shall have been duly performed and complied with in
all material respects.

       

      7.3  CONSENTS.
Each of the consents identified in Schedule 3.2(c) shall have been obtained and
shall be in full force and effect.

       

      7.4   ADDITIONAL
DOCUMENTS. Seller shall have caused the documents and instruments required by
Section 2.2(a) and the following documents to be delivered (or tendered subject
only

       

      


      


      


      


      


      


      


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      to
Closing) to Buyer:

       

      (a)
Releases of all encumbrances on the Assets, other than encumbrances permitted
hereby;

        

      (b) Such
other documents as Buyer may reasonably request for the purpose of:

        

      (i)
evidencing the accuracy of any of Seller's representations and
warranties;

        

      (ii)
evidencing the performance by Seller of, or the compliance by Seller with, any
covenant or obligation required to be performed or complied with by
Seller;

        

      (iii)
evidencing the satisfaction of any condition referred to in this Article 7;
or

        

      (iv)
otherwise facilitating the consummation or performance of any of the
transactions contemplated herein.

      


      7.5  NO
CONFLICT. Neither the consummation nor the performance of any of the
transactions contemplated herein will, directly or indirectly (with or without
notice or lapse of time), contravene or conflict with or result in a violation
of or cause Buyer or any person related to Buyer to suffer any adverse
consequence under (a) any applicable legal requirement or order or (b) any legal
requirement or order that has been published, introduced or otherwise proposed
by or before any governmental body, excluding Bulk Sales Laws.

       

      7.6  GOVERNMENTAL
AUTHORIZATIONS. Buyer shall have received such governmental authorizations as
are necessary or desirable to allow Buyer to operate the Assets from and after
the Closing.

       

      7.7  EMPLOYEES,

       

      (a) Buyer
shall have entered into employment agreements with those employees of Seller
identified in Schedule 7.7.

        

      (b) Those
key employees of Seller identified on Schedule 7.7, or substitutes therefor who
shall be acceptable to Buyer, in its sole discretion, shall have accepted
employment with Buyer with such employment to commence on and as of the Closing
Date.

      


      (c)
Substantially all other employees of Seller shall be available for hiring by
Buyer, in its sole discretion, on and as of the Closing Date.

      


      8. Conditions Precedent to
Seller's Obligation to Close. Seller's obligation to
sell the Assets and to take the other actions required to be taken by Seller at
the Closing is subject to the satisfaction, at or prior to the Closing, of each
of the following conditions (any of which may be waived by Seller in whole or in
part):

       

      


      


      


      


      


      


      


      


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      8.1  ACCURACY
OF REPRESENTATIONS. All of Buyer's representations and warranties in this
Agreement (considered collectively), and each of these representations and
warranties (considered individually), shall be accurate in all material
respects.

       

      8.2  BUYER'S
PERFORMANCE. All of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of these covenants and obligations
(considered individually), shall have been performed and complied with in all
material respects.

       

      8.3  ADDITIONAL
DOCUMENTS. Buyer shall have caused the documents and instruments required by
Section 2.2(b) and the following documents to be delivered (or tendered subject
only to Closing) to Seller and Shareholders:

       

      (a) an
opinion of Alan Schacter, dated the Closing Date, in the form of Schedule 8.3;
and

       

      (b) such
other documents as Seller may reasonably request for the purpose of

       

      (i)
evidencing the accuracy of any representation or warranty of Buyer,

       

      (ii)
evidencing the performance by Buyer of, or the compliance by Buyer with, any
covenant or obligation required to be performed or complied with by Buyer
or

       

      (iii)
evidencing the satisfaction of any condition referred to in this Article
8,

       

      8.4  NO
INJUNCTION. There shall not be in effect any legal requirement or any injunction
or other order that (a) prohibits the consummation of the transactions
contemplated herein and (b) has been adopted or issued, or has otherwise become
effective, since the date of this Agreement.

      


      9.  Termination. This Agreement may be
terminated by mutual consent of Buyer and Seller. If this Agreement is
terminated, all obligations of the parties under this Agreement will terminate,
except that the obligations of the parties in Articles 11 and 12 will
survive.

       

      10.  Additional
Covenants.

       

      10.1  EMPLOYEES
AND EMPLOYEE BENEFITS

       

      (a)
Employment of Active Employees by Buyer.

       

      (i)Schedule
10.1(a) contains a list of Seller's employees to whom Buyer has made an offer of
employment that has been accepted to be effective on the Closing Date (the
"Hired Active Employees"). Effective immediately upon the Closing, Seller will
terminate the employment of all of its Hired Active Employees.

       

      


      


      


      


      


      


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      (ii)
Seller shall not solicit the continued employment of any Hired Active Employee
after the Closing.

       

      (iii) It
is understood and agreed that (A) Buyer's expressed intention to extend offers
of employment as set forth in this section shall not constitute any commitment,
Contract or understanding (expressed or implied) of any obligation on the part
of Buyer to a post-Closing employment relationship of any fixed term or duration
or upon any terms or conditions othcr than those that Buyer may establish
pursuant to individual offers of employment, and (B) employment offered by Buyer
is "at will" and may be terminated by Buyer or by an employee at any time for
any reason. Nothing in this Agreement shall be deemed to prevent or restrict in
any way the right of Buyer to terminate, reassign, promote or demote any of the
Hired Active Employees after the Closing or to change adversely or favorably the
title, powers, duties, responsibilities, functions, locations, salaries, other
compensation or terms or conditions of employment of such
employees.

       

      (c)
Salaries and Benefits.

       

      (i)
Seller shall be responsible for (A) the payment of all wages and other
remuneration due to Active Employees with respect to their services as employees
of Seller through the close of business on the date of the Closing, including
pro rata bonus payments and all vacation pay earned prior to the date of the
Closing; and (B) the payment of any termination or severance payments and the
provision of health plan continuation coverage in accordance with the
requirements of COBRA and Sections 60: through 608 of
ERISA.

      


      (ii)
Seller shall be liable for any claims made or incurred by Active Employees and
their beneficiaries through the date of the Closing under the Employee
Plans.

        

      (d)
Seller's Retirement and Savings Plans.

      


      (i) All
Hired Active Employees who are participants in Seller's retirement plans shall
retain their accrued benefits under Seller's retirement plans as of the Closing
Date, and Seller (or Seller's retirement plans) shall retain sole liability for
the payment of such benefits as and when such Hired Active Employees become
eligible therefor under such plans. All Hired Active Employees shall become
fully vested in their accrued benefits under Seller's retirement plans as of the
Closing Date, and Seller will so amend such plans if necessary to achieve this
result. Seller shall cause the assets of each Employee Plan to equal or exceed
the benefit liabilities of such Employee Plan on a plan-termination basis as of
the Effective Time.

      


      (ii)
Seller will cause its savings plan to be amended in order to provide that the
Hired Active Employees shall be fully vested in their accounts under such plan
as of the

      


      


      


      


      


      


      


      


      


      


      


      


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      date of
the Closing and all payments thereafter shall be made from such plan as provided
in the plan.

       

      (e) No
Transfer of Assets. Seller will not make any transfer of pension or other
employee benefit plan assets to Buyer.

       

      10.2  PAYMENT
OF ALL TAXES RESULTING FROM SALE OF ASSETS BY SELLER. Seller shall pay in a
timely manner all taxes resulting from or payable in connection with the sale of
the Assets pursuant to this Agreement, regardless of the person or entity on
whom such taxes are imposed by legal requirements.

       

      10.3  PAYMENT
OF OTHER RETAINED LIABILITIES. In addition to payment of taxes pursuant to
Section 10.2, Seller shall pay, or make adequate provision for the payment, in
full all of the Retained Liabilities and other liabilities of Seller under this
Agreement. If any such liabilities are not so paid or provided for, or if Buyer
reasonably determines that failure to make any payments will impair Buyer's use
or enjoyment of the Assets or conduct of the business previously conducted by
Seller with the Assets, Buyer may, at any time after the date of the Closing
elect to make all such payments directly (but shall have no obligation to do so)
and shall promptly be reimbursed by Seller for all payments so
made.

       

      10.4  RESTRICTIONS
ON SELLER DISSOLUTION AND DISTRIBUTIONS. Seller shall not dissolve, or make any
distribution of the proceeds received pursuant to this Agreement, until the
later of (a) Seller's payment, or adequate provision for the payment, of all of
its obligations pursuant to Sections 10.2 and 10.3; or (c) the lapse of more
than one year after the date of the Closing.

       

      10.4  ASSISTANCE
INPROCEEDINGS. Seller will cooperate with Buyer and its counsel in the contest
or defense of, and make available its personnel and provide any testimony and
access to its books and records in connection with, any proceeding involving or
relating to (a) any transaction contemplated herein or (b) any action, activity,
circumstance, condition, conduct, event, fact, failure to act, incident,
occurrence, plan, practice, situation, status or transaction on or before the
Closing involving Seller or its business.

       

      10.5  NONCOMPETITION,
NONSOLICITATION AND NONDISPARAGEMEN'T

       

      (a)
Noncompetition. For a period of Two (2) years after the Closing Date, Seller
shall not, anywhere in any jurisdiction in which Seller has or is at the time of
the Closing doing business, directly or indirectly invest in, own, manage,
operate, finance, control, advise, render services to or guarantee the
obligations of any Person engaged in or planning to become engaged in the PEO
business ("Competing Business"), provided, however, that Seller may purchase or
otherwise acquire up to (but not more than) Five percent (5%) of any class of
the securities of any entity (but may not otherwise participate in the
activities of such entity) if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of the
Exchange Act. Seller shall

       

      


      


      


      


      


      


      


      


      


      


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      obtain
written agreements in the form of Exhibit "J" from W. Revel Bellamy and Timothy
L. Maness agreeing to these same non-competition terms.

       

      (b)
Non-solicitation. For a period of Two (2) years after the date of the Closing,
Seller shall not, directly or indirectly:

       

      (i)
solicit the business of any person or entity who is a customer of
Buyer;

      


      (ii)
cause, induce or attempt to cause or induce any customer, supplier, licensee,
licensor, franchisee, employee, consultant or other business relation of Buyer
to cease doing business with Buyer, to deal with any competitor of Buyer or in
any way interfere with its relationship with Buyer;

      


      (iii)
cause, induce or attempt to cause or induce any customer, supplier, licensee,
licensor, franchisee, employee, consultant or other business relation of Seller
as of the Closing or within the year preceding the Closing to cease doing
business with Buyer, to deal with any competitor of Buyer or in any way
interfere with its relationship with Buyer; or

       

      (iv)
hire, retain or attempt to hire or retain any employee or independent contractor
of Buyer or in any way interfere with the relationship between Buyer and any of
its employees or independent contractors.

       

      Seller
shall obtain written agreements in the form of Exhibit "J" from W. Revel Bellamy
and Timothy L. Maness agreeing to these same non-solicitation
terms.

       

      (c)
Non-disparagement. After the Closing, Seller will not disparage Buyer or any of
Buyer's shareholders, directors, officers, employees or agents.

       

      Seller
shall obtain written agreements in the form of Exhibit "J" from W. Revel Bellamy
and Timothy L. Maness agreeing to these same non-disparagement
terms.

       

      (d)
Modification of Covenant. If a final judgment of a court or tribunal of
competent jurisdiction determines that any term or provision contained in
Section 10.5(a) through (c) is invalid or unenforceable, then the parties agree
that the court or tribunal will have the power to reduce the scope, duration or
geographic area of the term or provision, to delete specific words or phrases or
to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision. This Section 10.5
will be enforceable as so modified after the expiration of the time within which
the judgment may be appealed. Ths Section 10.5 is reasonable and necessary to
protect and preserve Buyer's legitimate business interests and the value of
the Assets and to prevent any unfair advantage conferred on Seller.

      


      


      


      


      


      


      


      


      


      


      


      


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      (e) The
provisions of this Section 10.5 and the agreements signed by Messrs. Bellamy and
Maness, as required in Paragraphs 10.5(a), (b) and (c), above, shall be
terminated and/or unenforceable if this Agreement is terminated due to the
breach of the Buyer.

       

      10.6  CUSTOMER
AND OTHER BUSINESS RELATIONSHIPS. After the Closing, Seller will cooperate with
Buyer in its efforts to continue and maintain for the benefit of Buyer those
business relationships of Seller existing prior to the Closing and relating to
the business to be operated by Buyer after the Closing, including relationships
with lessors, employees, regulatory authorities, licensors, customers, suppliers
and others, and Seller will satisfy the Retained Liabilities in a manner that is
not detrimental to any of such relationships. Seller will refer to Buyer all
inquiries relating to such business. Neither Seller nor any of its officers,
employees, agents or shareholders shall take any action that would tend to
diminish the value of the Assets after the Closing or that would interfere with
the business of Buyer to be engaged in after the Closing, including disparaging
the name or business of Buyer.

       

      10.7  RETENTION
OF AND ACCESS TO RECORDS. After the Closing, Buyer shall retain for a period
consistent with Buyer's record-retention policies and practices those Records of
Seller delivered to Buyer. Buyer also shall provide Seller and its
representatives reasonable access thereto, during normal business hours and on
at least three days' prior written notice, to enable them to prepare financial
statements or tax returns or deal with tax audits. After the Closing, Seller
shall provide Buyer and its representatives reasonable access to Records that
are Excluded Assets, during normal business hours and on at least three days'
prior written notice, for any reasonable business purpose specified by Buyer in
such notice.

       

      10.8  FURTHER
ASSURANCES. The parties shall cooperate reasonably with each other and with
their respective representatives in connection with any steps required to be
taken as part of their respective obligations under this Agreement, and shall
(a) furnish upon request to each other such further information; @) execute and
deliver to each other such other documents; and (c) do
such other acts and things, all as the other party may reasonably request for
the purpose of canying out the intent of this Agreement and the transactions
contemplated herein.

       

      10.9  CONDUCT
OF BUSINESS AFTER CLOSING The parties agree that through December 31,2003,
Seller will continue to provide all services required under the Contracts with
Seller's PEO clients under the terms of said Contracts. Seller shall use the
Assets acquired by Buyer and the employees hired by Buyer to provide such
services. On or before the tenth day of each month, Seller shall pay to Buyer
the amount received from PEO clients for such services during the prior month
less the amount paid out in rendering such services during the prior month.
Should Seller not receives a sufficient amount to meet the obligations of
rendering such services, Buyer will provide additional funds up to the amount
required to render such services.

      


      11.  Indemnification:
Remedies.

      


      


      


      


      


      


      


      


      


      


      


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      11.1  SURVIVAL.
All representations, warranties, covenants and obligations in this Agreement and
any certificate or document delivered pursuant to this Agreement shall survive
the Closing and the consummation of the transactions contemplated herein. The
right to indemnification, reimbursement or other remedy based upon such
representations, warranties, covenants and obligations shall not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the Closing,
with respect to the accuracy or inaccuracy of or compliance with any such
representation, warranty, covenant or obligation, The waiver of any condition
based upon the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, will not affect the right to
indemnification, reimbursement or other remedy based upon such representations,
warranties, covenants and obligations.

       

      11.2  INDEMNIFICATION
AND REIMBURSEMENT BY SELLER. Seller will indemnify and hold harmless Buyer, and
its representatives, shareholders, subsidiaries and related persons
(collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer
Indemnified Persons for any loss, liability, claim, damage, expense (including
costs of investigation and defense and reasonable attorneys' fees and expenses)
or diminution of value, whether or not involving a third-party claim, arising
from or in connection with:

       

      (a) any
Breach of any representation or warranty made by Seller in this Agreement or in
any certificate, document, writing or instrument delivered by Seller pursuant to
this Agreement;

        

      (b) any
breach of any covenant or obligation of Seller in this Agreement or in any other
certificate, document, writing or instrument delivered by Seller pursuant to
this Agreement;

      


      (c) any
Liability arising out of the ownership or operation of the Assets prior to the
Closing other than the Assumed Liabilities;

      


      (d) any
brokerage or finder's fees or commissions or similar payments based upon any
agreement or understanding made, or alleged to have been made, by any person or
entity with Seller (or any person acting on its behalf) in connection with any
of the transactions contemplated herein;

        

      (g) any
noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of
the transactions contemplated herein;

      


      (i) any
Employee Plan established or maintained by Seller; or

      


      (j) any
Retained Liabilities.

       

      11.3  INDEMNIFICATION
AND REIMBURSEMENT BY BUYER. Buyer will indemnify and hold harmless Seller, and
will reimburse Seller, for any Damages arising from or in

       

      


      


      


      


      


      


      


      


      


      


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      connection
with:

       

      (a) any
breach of any representation or warranty made by Buyer in this Agreement or in
any certificate, document, writing or instrument delivered by Buyer pursuant to
this Agreement;

      


      (b) any
Breach of any covenant or obligation of Buyer in this Agreement or in any other
certificate, document, writing or instrument delivered by Buyer pursuant to this
Agreement;

      


      (c) any
claim by any person or entity for brokerage or finder's fees or commissions or
similar payments based upon any agreement or understanding alleged to have been
made by such person or entity with Buyer (or any Person acting on Buyer's
behalf) in connection with any of the transactions contemplated
herein;

      


      (d) any
obligations of Buyer with respect to bargaining with the collective bargaining
representatives of Active Hired Employees subsequent to the Closing;
or

      


      (e) any
Assumed Liabilities.

      


      11.4  LIMITATIONS
ON AMOUNT. Buyer will have liability (for indemnification or otherwise) with
respect to claims under Section 11 only for an amount equal to the amount of the
Purchase Price paid by Buyer as of the date that the claim for indemnification
is made.

       

      11.5  TIME
LIMITATIONS.

       

      (a) After
the Closing, Seller will have liability (for indemnification or otherwise) with
respect to any breach of (i) a covenant or obligation to be performed or
complied with prior to the Closing (other than those in Sections 2.1 and 2.2(h)
and Articles 10 and 12, as to which a claim may be made at any time) or (ii) a
representation or warranty (other than those in Sections 3.9, 3.14 and 3.16, as
to which a claim may be made at any time), only if on or before September 30,
2003, Buyer notifies Seller or Shareholders of a claim specifying the factual
basis of the claim in reasonable detail to the extent then known by
Buyer.

       

      (b) After
the Closing, Buyer will have liability (for indemnification or otherwise) with
respect to any breach of (i) a covenant or obligation to be performed or
complied with prior to the Closing (other than those in Article 12, as to which
a claim may be made at any time) or (ii) a representation or warranty, only if
on or before September 30, 2003, Seller notifies Buyer of a claim specifying the
factual basis of the claim in reasonable detail to the extent then known by
Seller.

       

      11.6  INDEMNIFICATION IN CASE
OF STRICT LIABILITY OR INDEMNITEE NEGLIGENCE. THE INDEMNIFICATION PROVISIONS IN
THIS ARTICLE 11 SHALL

       

      


      


      


      


      


      


      


      


      


      


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      BE
ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT OR
FUTURE ACTS, CLAIMS OR LEGAL REQUIREMENTS (INCLUDING ANY PAST, PRESENT OR FUTURE
BULK SALES LAW, ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT, OCCUPATIONAL SAFETY
AND HEALTH LAW OR PRODUCTS LIABILITY, SECURITIES OR OTHER LEGAL REQUIREMENT) AND
REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION
IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE
NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT
STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

       

      12.  Confidentiality.

       

      12.1  DEFINITION
OF CONFIDENTIAL INFORMATION

       

      (a) As
used in this Article 12, the term "Confidential Information" includes any and
all of the following information of Seller or Buyer that has been or may
hereafter be disclosed in ,any form, whether in writing, orally, electronically
or otherwise, or otherwise made available by observation, inspection or
otherwise by either party or its representatives ("Disclosing Party") to the
other party or its Representatives ("Receiving Party"):

      


      (i) all
information that is a trade secret under applicable trade secret or other
law;

      


      (ii) all
information concerning data, know-how, ideas, past, current and planned methods,
customer lists, current and anticipated customer requirements, price lists,
market studies, business plans, computer hardware, Software and computer
software and database technologies, systems, structures and
architectures;

      


      (iii) all
information concerning the business and affairs of the Disclosing Party (which
includes historical and current financial statements, financial projections and
budgets, tax returns and accountants' materials, historical, current and
projected sales, capital spending budgets and plans, business plans, strategic
plans, marketing and advertising plans, publications, client and customer lists
and files, contracts, the names and backgrounds of key personnel and personnel
training techniques and materials, however documented), and all information
obtained from review of the Disclosing Party's documents or property or
discussions with the Disclosing Party regardless of the form of the
communication; and

       

      (iv) all
notes, analyses, compilations, studies, summaries and other material prepared by
the Receiving Party to the extent containing or based, in whole or in part, upon
any information included in the foregoing.

       

      (b) Any
trade secrets of a Disclosing Party shall also be entitled to all of the
protections and benefits under applicable trade secret law and any other
applicable law. If any

       

      


      


      


      


      


      


      


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      information
that a Disclosing Party deems to be a trade secret is found by a court of
competent jurisdiction not to be a trade secret for purposes of this Article 12,
such information shall still be considered Confidential Information of that
Disclosing Party for purposes of this Article 12 to the extent included within
the definition. In the case of trade secrets, each of Buyer and Seller hereby
waives any requirement that the other party submit proof of the economic value
of any trade secret or post a bond or other security.

       

      12.2  RESTRICTED
USE OF CONFIDENTIAL INFORMATION

       

      (a) Each
Receiving Party acknowledges the confidential and proprietary nature of the
Confidential Information of the Disclosing Party and agrees that such
Confidential Information (i) shall be kept confidential by the Receiving Party;
(ii) shall not be used for any reason or purpose other than to evaluate and
consummate the Contemplated Transactions; and (iii) without limiting the
foregoing, shall not be disclosed by the Receiving Party to any Person, except
in each case as otherwise expressly permitted by the terms of this Agreement or
with the prior written consent of an authorized representative of Seller with
respect to Confidential Information of Seller(each, a "Seller Contact") or an
authorized representative of Buyer with respect to Confidential Information of
Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the
Confidential Information of the other party only to its Representatives who
require such material for the purpose of evaluating the transactions
contemplated herein and are informed
by Buyer or Seller, as the case may be, of the obligations of this Article 12
with respect to such information. Each of Buyer and Seller shall (iv) enforce
the terms of this Article 12 as to its respective representatives; (v) take such
action to the extent necessary to cause its representatives to comply with the
terms and conditions of this Article 12; and (vi) be responsible and liable for
any breach of the provisions of this Article 12 by it or its
representatives.

       

      (b)
Unless and until this Agreement is terminated, Seller shall maintain as
confidential any Confidential Information (including for this purpose any
information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and
(iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating
to any of the Assets or the Assumed Liabilities.

       

      (c) From
and after the Closing, the provisions of Section 12.2(a) above shall not apply
to or restrict in any manner Buyer's use of any Confidential Information of the
Seller relating to any of the Assets or the Assumed Liabilities.

      


      12.3  EXCEPTIONS.
Sections 12.2(a) and (b) do not apply to that part of the Confidential
Information of a Disclosing Party that a Receiving Party demonstrates (a) was,
is or becomes generally available to the public other than as a result of a
breach of this Article 12 or the Confidentiality Agreement by the Receiving
Party or its representatives; (b) was or is developed by the Receiving Party
independently of and without reference to any Confidential Information of the
Disclosing Party; or (c) was, is or becomes available to the Receiving Party on
a

       

      


      


      


      


      


      


      


      


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      nonconfidential
basis from a Third Party not bound by a confidentiality agreement or any legal,
fiduciary or other obligation restricting disclosure. Seller shall not disclose
any Confidential Information of Seller relating to any of the Assets or the
Assumed Liabilities in reliance on the exceptions in clauses (b) or (c)
above.

       

      12.4  LEGAL
PROCEEDINGS. If a Receiving Party becomes compelled in any proceeding or is
requested by a governmental body having regulatory jurisdiction over the
transactions contemplated herein to make any disclosure that is prohibited or
otherwise constrained by this Article 12, that Receiving Party shall provide the
Disclosing Party with prompt notice of such compulsion or request so that it may
seek an appropriate protective order or other appropriate remedy or waive
compliance with the provisions of this Article 12. In the absence of a
protective order or other remedy, the Receiving Party may disclose that portion
(and only that portion) of the Confidential Information of the Disclosing Party
that, based upon advice of the Receiving Party's counsel, the Receiving Party is
legally compelled to disclose or that has been requested by such governmental
body, provided, however, that the Receiving Party shall use reasonable efforts
to obtain reliable assurance that confidential treatment will be accorded by any
person or entity to whom any Confidential Information is so disclosed. The
provisions of this Section 12.4 do not apply to any proceedings between the
parties to this Agreement.

       

      12.5  RETURN
OR DESTRUCTION OF CONFIDENTIAL INFORMATION. If this Agreement is terminated,
each Receiving Party shall (a) destroy all Confidential Information of the
Disclosing Party prepared or generated by the Receiving Party without retaining
a copy of any such material; (b) promptly deliver to the Disclosing Party all
other Confidential Information of the Disclosing Party, together with all copies
thereof, in the possession, custody or control of the Receiving Party or,
alternatively, with the written consent of a Seller Contact or a Buyer Contact
(whichever represents the Disclosing Party) destroy all such Confidential
Information; and (c) certify all such destruction in writing to the Disclosing
Party, provided, however, that the Receiving Party may retain a list that
contains general descriptions of the information it has returned or destroyed to
facilitate the resolution of any controversies after the Disclosing Party's
Confidential Information is returned.

       

      13.  General
Provisions.

       

      13.1  EXPENSES.
Each party to this Agreement will bear its respective fees and expenses incurred
in connection with the preparation, negotiation, execution and performance of
this Agreement and the transactions contemplated herein, including all fees and
expense of its representatives.

       

      13.2  PUBLIC
ANNOUNCEMENTS. Any public announcement, press release or similar publicity with
respect to this Agreement or the transactions contemplated herein will be
issued, if at all, at such time and in such manner as Buyer determines. Seller
and Buyer will consult with each other concerning the means by which Seller's
employees, customers, suppliers and others having dealings with Seller will be
informed of the transactions contemplated herein, and Buyer

       

      


      


      


      


      


      


      


      


      


      


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      will have
the right to be present for any such communication.

       

      13.3  NOTICES.
All notices, 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 (costs prepaid); (b) sent by facsimile or e-mail with
confirmation of transmission by the transmitting equipment; or (c) received or
rejected by the addressee, if 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 (by name or title) designated below
(or to such other address, facsimile number, e-mail address or person as a party
may designate by notice to the other parties):

       

      Buyer:
The Resourcing Solutions Group, Inc.

      Attention:
D.E.Calkins,

      Chairman
of the Board

      Fax No.
703-361-6706

      E-mail
address: dcalkins@pacel.com

       

       

      Seller:
Asmara, Inc.

      Attn: W.
Revel Bellamy,

      President

      10108
Industrial Drive

      Pineville,
NC 28134

      Fax no.:
704-643-0678

      E-mail
address: rbellamy@asmaraus.com

      


      13.4  JURISDICTION;
SERVICE OF PROCESS. Any proceeding arising out of or relating to this Agreement
or any transaction contemplated herein must be brought in the courts of the
State of Nevada, or, if it has or can acquire jurisdiction, in the United States
District Court for Nevada, and each of the parties irrevocably submits to the
exclusive jurisdiction of each such court in any such proceeding, waives any
objection it may now or hereafter have to venue or to convenience of forum,
agrees that all claims in respect of the proceeding shall be heard and
determined only in any such court and agrees not to bring any proceeding arising
out of or relating to this Agreement or any transaction contemplated herein in
any other court.

       

      13.5  ENFORCEMENT
OF AGREEMENT. Seller acknowledges and agrees that Buyer would be irreparably
damaged if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that any breach of this Agreement by
Seller could not be adequately compensated in all cases by monetary damages
alone. Accordingly, in addition to any other right or remedy to which Buyer may
be entitled, at law or in equity, it shall be entitled to enforce any provision
of this Agreement by a decree of specific performance and to temporary,
preliminary and permanent injunctive relief to prevent breaches or threatened
breaches of any of the provisions of this Agreement, without posting any bond or
other undertaking.

       

      


      


      


      


      


      


      


      


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      13.6  WAIVER;
REMEDIES CUMULATIVE. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither any failure nor any delay by any
party in exercising any right, power or privilege under this Agreement or any of
the documents referred to in this Agreement will operate as a waiver of such
right, power or privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement or any of the documents referred to in this Agreement can
be discharged by one party, in whole or in part, by a waiver or renunciation of
the claim or right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of that party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.

       

      13.7  ENTIRE
AGREEMENT AND MODIFICATION. This Agreement (along with Exhibits, Schedules, and
other documents delivered pursuant to this Agreement) supersedes all prior
agreements, whether written or oral, between the parties with respect to its
subject matter (including any letter of intent and any confidentiality agreement
between Buyer and Seller) and constitutes (along with Exhibits, Schedules and
other documents delivered pursuant to this Agreement) a complete and exclusive
statement of the terms of the agreement between the parties with respect to its
subject matter. This Agreement may not be amended, supplemented, or otherwise
modified except by a written agreement executed by the party to be charged with
the amendment.

       

      13.8  ASSIGNMENTS,
SUCCESSORS AND NO THIRD-PARTY RIGHTS. No party may assign any of its rights or
delegate any of its obligations under this Agreement without the prior written
consent of the other parties, except that Buyer may assign any of its rights and
delegate any of its obligations under this Agreement to any subsidiary of Buyer.
Subject to the preceding sentence, this Agreement will apply to, be binding in
all respects upon and inure to the benefit of the successors and permitted
assigns of the parties. Nothing expressed or referred to in this Agreement will
be construed to give any person or entity other than the parties to this
Agreement any legal or equitable right, remedy or claim under or with respect to
this Agreement or any provision of this Agreement, except such rights as shall
inure to a successor or permitted assignee pursuant to this Section
13.8.

       

      13.9  SEVERABILITY.
If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

       

      13.10  LIQUIDATED
DAMAGES.

       

      


      


      


      


      


      


      


      


      


      


      


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      (a) If,
prior to the Closing, the Buyer materially fails to meet its obligations under
this Agreement or fails to close on the transactions contemplated hereby, unless
the Buyer is not required to close pursuant to the terms hereof, the Seller may
lawfully terminate this Agreement in accordance with the notice and lapse of
time requirements of Article 9, and if this Agreement is so terminated, an
aggregate of $10,000.00 shall be payable by the Buyer to the Seller, all as
liquidated damages to Seller, and such payment shall be the sole remedy of the
Seller and the Company against the Buyer with respect to any rights or
obligations arising between them as a result of the relationship created between
by this Agreement, or created otherwise the Seller shall have the right to
pursue all remedies available at law or in equity.

      


      (b)
Notwithstanding the foregoing, in addition to the right to seek and obtain any
damages which the Buyer may have against the Sellers or the Company with respect
to any rights arising between them as a result of this Agreement, or otherwise,
the Buyer shall have the right to seek specific performance against the Sellers
(or the Company) compel either, or both, to perform any act required of them
under the terms of this Agreement or the Related Agreements.

      


      13.11  CONSTRUCTION.
The headings of Articles and Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Articles," and "Sections" refer to the corresponding Articles and
Sections of this Agreement.

       

      13.12
TIME OF ESSENCE. With regard to all dates and time periods set forth or referred
to in this Agreement, time is of the essence.

       

      13.13
GOVERNING LAW. This Agreement will be governed by and construed under the laws
of the State of Nevada without regard to conflicts-of-laws principles that would
require the application of any other law.

       

      13.14
EXECUTION OF AGREEMENT. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all
purposes.

       

      


      


      


      


      


      


      


      


      


      


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      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

       

      Buyer:
The Resourcing Solutions Group, Inc.

       

      By: ­­­­­­­­­
/s/ DAVID E. CALKINS

      Its:
­­­­President

      


      


      Seller:
Asmara, Inc.

      By: ­­­­­­­­/s/
W. REVEL BELLAMY 

      Its:
­­­ President

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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    List of
Omitted Exhibits

     

    
      	      
              10.1           Asset
      Purchase Agreement

            
	 	 	 
	 	Exhibit A	Tangible Personal
      Property
	 	Exhibit B	Accounts
      Receivable
	 	Exhibit C	Contracts with
      Customers and/or Suppliers
	 	Exhibit D	Government
      Authorizations
	 	Exhibit E	Insurance Programs
      Offered to Clients
	 	Exhibit F	Equity Ownership of
      Subsidiaries
	 	Exhibit G	Bill of
    Sale
	 	Exhibit H	Assignment &
      Assumption Agreement
	 	Exhibit I	Employment
      Agreements
	 	Exhibit J	Non-Competition,
      Non-Solicitation and Non-DisparagementAgreement
	 	 	 
	 	Schedule
      1.4(a)(i)	Outstanding
      Liabilities
	 	Schedule
      1.4(a)(ii)	Promissory Note (W.
      Revel Bellamy)
	 	Schedule
      1.4(a)(iii)	Other Assumed
      Liabilities and Leases
	***	 	 
	 	Schedule
    3.1	Jurisdiction of
      Incorporation and Jurisdiction in Which Qualified To Do
  Business
	***	 	 
	 	Schedule
      3.4 	Sufficiency of
      Assets
	 	Schedule
    3.5	Leased Real
      Property
	***	 	 
	 	Schedule
      3.11(a) 	Employee Benefit
      Plans, Fringe Benefits Plans,
	 	 	      
              Bonus
      Plans, Incentive Compensation Plans,

            
	 	 	      
              Severance
      Agreements, Change of Control

            
	 	 	Agreements
	***	 	 
	 	Schedule
    3.13	Pending
      Litigation
	***	 	 
	 	Schedule
      3.16(b)	Self-Insurance, Risk
      Transfer Agreement and
	 	 	Insurance Provided
      to Third Parties
	 	Schedule
      3.16(c)	Summary of Loss
      Experience