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

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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        Purchase Agreement
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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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      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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