rsg_ex104-71213.htm


    Exhibit
      10.4

    ASSET
      PURCHASE AGREEMENT

     

    Between

     

    BENECORP
      BUSINESS SERVICES INC.

     

    Seller

     

    and

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

    Buyer

     

    DATED:
      DECEMBER 31, 2004

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    WITNESSETH:

     

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

     

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

     

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

     

    ARTICLE
      I

     

    TRANSFER
      OF PURCHASED ASSETS AND RELATED MATTERS

     

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

     

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

     

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

     

    (c)
      all
      real property leases;

     

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

     

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

     

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

     

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

     

    (h)
      all
      deposits relating to the Purchased Business;

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    ARTICLE
      II

     

    EXCLUSION
      OF LIABILITIES

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (j)
      any
      other liabilities and obligations of Seller.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

     

    PURCHASE
      PRICE

     

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

     

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

     

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

     

    ARTICLE
      IV

     

    CLOSING

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      represents and warrants to Buyer as follows:

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    5.4
      TITLE
      TO ASSETS.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.11
      TAXES.

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to Seller as follows:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

     

    COVENANTS
      OF SELLER

     

    Seller
      hereby covenants and agrees with Buyer as follows:

     

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

     

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

     

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

     

    ARTICLE
      VIII

     

    COVENANTS
      OF BUYER

     

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

     

    ARTICLE
      IX

     

    INDEMNIFICATION

     

    9.1
      INDEMNIFICATION.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    Section
      9.1(a).

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.1(b).

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

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


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (Definitions
      Follow)

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.1 of the Disclosure Schedule after due inquiry.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Other
      Definitional Provisions.

     

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

     

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

     

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

     

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

     

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

     

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

            	
              /s/
                GARY
                MUSSELMAN

            	 	
              By:  
                

            	
              /s/
                GARY
                MUSSELMAN

            	 
	 	
              Gary
                Musselman,
                President

            	 	 	
              Gary
                Musselman,
                President