rsg_ex104.htm


    Exhibit
10.4

    ASSET PURCHASE
AGREEMENT

     

    Between

     

    BENECORP BUSINESS SERVICES
INC.

     

    Seller

     

    and

     

    THE RESOURCING SOLUTIONS GROUP,
INC.

     

    Buyer

     

    DATED:
DECEMBER 31, 2004

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
ASSET PURCHASE AGREEMENT is entered into as of December 31, 2004 (the "Purchase
Agreement") by and between THE RESOURCING SOLUTIONS GROUP, INC., a Nevada
corporation ("Buyer"), and BENECORP BUSINESS SERVICES, INC., a Texas corporation
("Seller").

     

    WITNESSETH:

     

    WHEREAS,
Seller operates a professional employer services business primarily in the state
of Texas (the business referred to as the "Purchased Business");
and

     

    WHEREAS,
the parties desire that Seller transfer, convey and assign to Buyer certain
assets, properties and rights of the Purchased Business; and that Buyer purchase
and acquire the same, upon the terms set forth below.

     

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

     

    ARTICLE I

     

    TRANSFER OF PURCHASED ASSETS AND
RELATED MATTERS

     

    1.1
PURCHASED ASSETS. On the terms and subject to the conditions of this Agreement,
Seller hereby transfers, conveys and assigns to Buyer, and Buyer hereby
purchases and acquires from Seller the following assets, properties and rights
of Seller, effective as of the Closing Date:

     

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

     

    (b) all
furniture, fixtures, and equipment used in the Purchased Business;

     

    (c) all
real property leases;

     

    (d) all
computer hardware and software used in the business;

     

    (e) all
licenses used in the Purchased Business, including, but not limited to, software
licenses;

     

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

     

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

     

    (h) all
deposits relating to the Purchased Business;

     

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

     

    (j) all
cash and cash equivalents generated from the operation of the Purchased
Business.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    1.2
PASSAGE OF TITLE AND RISK OF LOSS. Legal and equitable title and risk of loss
with respect to the Purchased Assets will not pass to Buyer until such assets
are transferred on the Closing Date.

     

    ARTICLE II

     

    EXCLUSION OF
LIABILITIES

     

    OBLIGATIONS.
Any other provision of this Agreement to the contrary notwithstanding, Buyer
does not assume any liability or obligation of Seller, including but not limited
to, the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g) any
liabilities and obligations of Seller under any contract, license, lease or
other agreement;

     

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

     

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

     

    (j) any
other liabilities and obligations of Seller.

     

    Seller
shall take any and all commercially reasonable actions which may be necessary to
prevent any person, firm or governmental authority from having recourse against
the Purchased Business or any of the Purchased Assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE III

     

    PURCHASE PRICE

     

    3.1
PURCHASE PRICE. The aggregate consideration (the "Purchase Price") paid to
Seller for the Purchased Assets is $310,000, paid in accordance with paragraph
3.2 below.

     

    3.2
PAYMENT OF PURCHASE PRICE. Buyer shall deliver to Pacel Corp.

     

    (100%
owner of Seller) at Closing Ten Thousand and no/100 Dollars ($10,000.00) worth
of Buyer stock and Buyer agrees to forgive and cancel that certain debt owed by
Pacel Corp. in the amount of Three Hundred Thousand and no/100 Dollars
($300,000), evidenced by that certain promissory attached hereto as Exhibit
2.2.

     

    ARTICLE IV

     

    CLOSING

     

    4.1
CLOSING DATE. The closing for the consummation of the transaction contemplated
by this Agreement (the "Closing") will take place at Charlotte, North Carolina,
on December 31, 2004, or on such other date and at such other time or place as
Buyer and Seller may mutually agree (the "Closing Date").

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    (b)
Delivery of Consideration. Buyer shall provide the purchase price required by
Section 3.1 as follows:

     

    a. Buyer
Stock. Buyer shall deliver the amount of stock described in paragraph 3.2;
and

     

    b.
Promissory Note. Buyer shall deliver to Seller the original Promissory Note, a
copy of which is attached hereto as Exhibit 2.2 marked "Cancelled" and "Paid in
Full".

     

    ARTICLE V

     

    REPRESENTATIONS AND WARRANTIES OF
SELLER

     

    Seller
represents and warrants to Buyer as follows:

     

    5.1
ORGANIZATIONAL MATTERS. Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas.

     

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

     

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

     

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

     

    (a)
conflict with or result in a breach of any provision of, as applicable, the
Articles of Incorporation or Bylaws of Seller;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    5.4 TITLE
TO ASSETS.

     

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

     

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

     

    5.5
PERSONAL PROPERTY. All personal property of the Seller is in good operating
condition and repair (excepting normal wear and tear), is adequate and suitable
for the uses for which intended by Seller in the ordinary course of the
Purchased Business, and there does not exist any condition which interferes in
any material way with the use or economic value thereof.

     

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

     

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

     

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

     

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

     

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

     

    5.10
GOVERNMENTAL APPROVALS AND FILINGS. Except as set forth in Schedule 5.10, Seller
has no Knowledge of any required consent, approval or action of, filing with or
notice to any Governmental or Regulatory Authority on the part of the Seller
required in connection with the execution, delivery and performance of this
Agreement or any of the Related Agreements or the consummation of the
transactions contemplated hereby or thereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.11
TAXES.

     

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

     

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

     

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

     

    5.12
COMPLIANCE WITH LAWS AND ORDERS. Seller has not at any time within the last
twelve (12) months, received any notice of a violation of or in default under
any Law, assigned License or Order.

     

    In the
event that Seller fails to comply with any of the requirements of Article V,
Buyer, in its sole discretion, shall be entitled to terminate the Purchase
Agreement and all other agreements relating thereto.

     

    ARTICLE VI

     

    REPRESENTATIONS AND WARRANTIES OF
BUYER

     

    Buyer
hereby represents and warrants to Seller as follows:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    6.4
BROKERS. Neither Buyer nor its officers, directors, employees or members, has
employed any broker or finder in connection with the transactions contemplated
by this Agreement. Buyer shall indemnify, defend and hold Seller harmless from
any and all claims or losses relating to brokerage fees, commissions or finder's
fees owed or claimed to be owed to any broker or finder engaged or claimed to be
engaged by Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE VII

     

    COVENANTS OF
SELLER

     

    Seller
hereby covenants and agrees with Buyer as follows:

     

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

     

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

     

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

     

    ARTICLE VIII

     

    COVENANTS OF
BUYER

     

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

     

    ARTICLE IX

     

    INDEMNIFICATION

     

    9.1
INDEMNIFICATION.

     

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

     

    (1) any
and all liabilities and obligations of Seller (whether absolute, accrued,
contingent or otherwise and whether a contractual, tax or any other type of
liability, obligation or claim) not specifically assumed by Buyer pursuant to
this Agreement and the Assumption Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Section
9.1(a).

     

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

     

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

     

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

     

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

     

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

     

    Section
9.1(b).

     

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

     

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

     

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

     

    (b) If
any action, suit or proceeding is brought against the Indemnified Party, with
respect to which the Indemnifying Party may have liability under the indemnity agreement contained in Section 9.1 hereof, the action,
suit or proceeding will, upon the written agreement of the Indemnifying Party
that it is obligated to indemnify under the indemnity agreement contained in
Section 9.1 hereof, be defended (including all proceedings on appeal or for
review which counsel for the defendant shall deem appropriate) by the
Indemnifying Party at the expense of the Indemnifying Party. The Indemnified
Party will have the right to select legal counsel in any such case, and the fees
and expenses of such counsel will be at the expense of the Indemnifying Counsel.
If the Indemnifying Party does not agree, promptly after the notice to it
provided in subsection (a) above, that it is obligated to indemnify under the
indemnity agreement contained in Section 9.1 hereof, that such Indemnified Party
reasonably concludes that such action, suit or proceeding involves to a
significant extent matters beyond the scope of the indemnity agreement contained
in Section 9.1 hereof, or that there may be defenses available to it which are
different from or additional to those available to the Indemnifying Party, the
Indemnifying Party will not have the right to direct the defense of such action,
suit or proceeding on behalf of the Indemnified Party and that portion of such
fees and expenses reasonably related to matters covered by the indemnity
agreement contained in Section 9.1 hereof will be borne by the Indemnifying
Party. The Indemnified Party will be kept fully informed of such action, suit or
proceeding at all stages thereof whether or not it is so represented. The
Indemnifying Party will make available to the Indemnified Party and its
attorneys and accountants all books and records of the Indemnifying Party
relating to such proceedings or litigation and the parties hereto agree to
render to each other such assistance as they may reasonably require of each
other in order to ensure the proper and adequate defense of any such action,
suit or proceeding.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) The
Indemnifying Party will not make any settlement of any claims without the
written consent of the Indemnified Party, provided, that if the Indemnified
Party fails to consent to a settlement of any claim, demand, suit or cause of
action described in this Section 9.2, the Indemnifying Party's obligation to
indemnify an award of damages shall in no event exceed the amount that the
Indemnifying Party would have been required to indemnify for had such settlement
offer been accepted by the Indemnified Party.

     

    ARTICLE X

     

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

    
      	IF
      TO SELLER:	 
	Benecorp
      Business Services, Inc.	 
	10108
      Industrial Drive	 
	Pineville,
      North Carolina 28134	 
	Attn:
      Gary Musselman	 
	 	 
	IF
      TO BUYER:	WITH
      COPY TO:
	The
      Resourcing Solutions Group, Inc.	Brian
      M. Nugent, Esq.
	10108
      Industrial Drive	215
      West Oak Street
	Pineville,
      North Carolina 28134	Tenth
      Floor
	Attn:
      Gary Musselman	Fort
      Collins, Colorado 80521


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    10.8
GOVERNING LAW. This Agreement will be governed by and construed in accordance
with the internal laws of the State of North Carolina.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (Definitions
Follow)

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DEFINITIONS

     

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

     

    "Actions
or Proceedings" means any action, suit, proceeding, arbitration or investigation
or audit by any Governmental or Regulatory Authority.

     

    "Affiliate"
means any Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the
Person specified.

     

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

     

    "Business"
means the business and goodwill of the Company as a going concern. "Claim" means
any action, suit, proceeding, hearing, investigation, litigation, charge,
complaint, claim or demand. "Code" means the Internal Revenue Code of 1986, as
amended.

     

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

     

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

     

    "GAAP"
means generally accepted accounting principles consistently applied (as such
term is used in the American Institute of Certified Public Accountants
Professional Standards) as of the date of the Financial Statements "Governmental
or Regulatory Authority" means any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the United States, any
foreign country or any domestic or foreign state, county, city or other
political subdivision.

     

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

     

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

     

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

     

    Section
9.1 of the Disclosure Schedule after due inquiry.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    "Liabilities"
means all Indebtedness and other liabilities, including, without limitation,
strict liability, and obligations to pay, perform or discharge any costs,
expenses and obligations of a Person (whether known, unknown, absolute, accrued,
contingent, fixed or otherwise or whether due or to become due) and all costs,
expenses and obligations related to any of the foregoing.

     

    "Licenses"
means all licenses, permits, certificates of authority, authorizations,
approvals, registrations, franchises, and similar consents granted or issued by
any Person and are associated with or necessary to operate the Company and/or
used in connection with the Business.

     

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

     

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

     

    "Order"
means any writ, judgment, decree, injunction or similar order of any
Governmental or Regulatory Authority (in each such case whether preliminary or
final).

     

    "Related
Agreements" means any other agreement, certificate or similar document executed
pursuant to this Agreement.

     

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

     

    "Tax
Returns" means all reports, estimates, declarations of estimated tax,
information statements and returns relating to, or required to be filed in
connection with, any Taxes, including information returns or reports with
respect to backup withholding and other payments to third parties.

     

    Other
Terms. Other terms may be defined elsewhere in the text of this Agreement and
shall have the meaning indicated throughout this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Other Definitional
Provisions.

     

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

     

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

     

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

     

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

     

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

     

    
      	 	SELLER:	 	 	BUYER:	 
	 	 	 	 	 	 
	 	BENECORP
      BUSINESS SERVICES, INC.	 	 	THE
      RESOURCING SOLUTIONS GROUP, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:  
      

            	
              /s/ GARY
      MUSSELMAN

            	 	
              By:  
      

            	
              /s/ GARY
      MUSSELMAN

            	 
	 	
              Gary Musselman,
      President

            	 	 	
              Gary Musselman,
      President

            	 
	 	
               

            	 	 	
               

            	 


    

    
 

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    LIST OF
OMITTED EXHIBITS

     

     

    
      	      
              10.4    BENECORP
      BUSINESS SERVICES INC.

            
	 	 	 
	***	 	 
	 	 	 
	 	Exhibit
2.2	Promissory
      Note
	 	 	 
	***	 	 
	 	 	 
	 	Exhibit
    4.3(b)	Bill of sale and
      general instrument of assignment
	 	 	 
	***	 	 
	 	Schedule
      1.1(g)	Trade Names and
      Trademarks (including Service Marks) of Seller used in the Purchased Business
	 	 	 
	***	 	 
	 	 	 
	 	Schedule
    5.3	NON-CONTRAVENTION
	 	 	 
	 	Schedule
    5.4	TITLE TO
      ASSETS.
	 	 	 
	 	Schedule
    5.6	Customer contracts
      of Seller as of the Closing Date
	 	 	 
	***	 	 
	 	 	 
	 	Schedule
    5.7	Customers and names
      of the Purchased Business
	 	 	 
	***	 	 
	 	 	 
	 	Schedule
    5.10	GOVERNMENTAL
      APPROVALS AND FILINGS