asset_purch.htm


    ASSET PURCHASE
AGREEMENT

    


    THIS ASSET PURCHASE AGREEMENT is made
and entered into as of April 30, 2010, by and between Premier Alliance Group,
Inc., a Nevada corporation with a principal place of business at 45212 Sharon
Road, Suite 300, Charlotte NC 28211 (the “Purchaser”), and
Intronic Solutions Group, LLC, a Kansas limited liability company with a
principal place of business at 6836 W. 121st
Street, Overland Park, Kansas 66209 (the “Seller”).

    


    In consideration of the mutual
covenants, agreements and warranties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    WHEREAS, Seller has been and is engaged
in business of information technology and professional services and the business
activities relevant and related thereto; and

    


                WHEREAS,
Seller desires to sell to Purchaser, and Purchaser desires to purchase from
Seller, substantially all of the assets, real and personal, tangible and
intangible, of Seller for the consideration and on the other terms and
conditions set forth in this Agreement.

    


    NOW, THEREFORE, the parties agree as
follows:

    


    1.          Purchased
Assets.

    


    1.1           General.  Subject
to the terms and conditions of this Agreement, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, at the Closing all of
Seller's assets (except the Excluded Assets, as defined in Section 1.2) whether
real or personal, tangible or intangible, fixed or contingent, including, but
not limited to, all of Seller's right, title and interest in (a) equipment; (b)
furniture and fixtures; (c) supply inventory; (d) assumed names, trade names and
trademarks, proprietary information and other intangible assets (the "Intellectual
Property"); (e) executory contracts to which Seller is a party,
including, but not limited to, agreements with employees or clients (for the
avoidance of doubt, a list of assumed executory contracts (“Assumed Executory
Contracts” is set forth in Exhibit 1.1); (f) files, client records and
other information necessary to the operation of the business (including, but not
limited to, lists of active and inactive clients); (g) except as specifically
provided in Section 1.2, book and records; (h) all telephone and fax numbers,
e-mail accounts and web sites associated with the business; (i) lease deposits
and (j) goodwill (collectively, the "Purchased
Assets").

    


    1.2           Assignment and Assumption of
Liabilities.

    


    (a)  Subject to the terms and
conditions set forth in this Agreement, including Section 1.4 hereto,
Purchaser shall only assume from Seller and thereafter be responsible for the
payment, performance or discharge of the liabilities and obligations of Seller
arising after the Closing (as defined in Section 2.4) under the Assumed
Executory Contracts (the “Assumed
Obligations”).

    


    (b)  Section 1.2(a)
shall not limit any claims or defenses Purchaser may have against any party
other than Seller.  The transactions contemplated by this Agreement
shall in no way expand


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
rights or remedies of any third party against Purchaser or Seller.

    


    1.3           Excluded
Assets.  Notwithstanding anything to the contrary in this
Agreement, the following assets of Seller shall be retained by Seller and are
not being sold or assigned to Purchaser hereunder (all of the following are
referred to collectively as the “Excluded
Assets”):

    


    (a)  all Contracts other than
the Assumed Executory Contracts listed on Exhibit 1.1 (the “Excluded
Contracts”);

    


    (b) Seller’s cash and cash equivalents
and accounts receivable as of the Closing Date;

    


    (c) corporate minute book, seal, stock
ledger and similar type items;

    


    (d) Seller's original financial records
and books of account; provided, however, that Seller shall supply, at its
expense, copies of all such items to Purchaser to the extent necessary to carry
out the intent of this Agreement;

    


    (e) all assets maintained pursuant to
or in connection with any Employee Benefit Plan; and

    


    (f) any equity securities and member
interests of Seller and any other issuer owned by Seller.

    (g) the office condominium and
associated loans for 6834 West 121 st, Unit 2B, Overland Park, Kansas
66209

    


    1.4           No Other Liabilities
Assumed.  Seller acknowledges and agrees that pursuant to the
terms and provisions of this Agreement, Purchaser will not assume, or in any way
be liable or responsible for, any liability of Seller (including liabilities
relating to the Excluded Assets or to the Purchased Assets (and the use thereof)
or any outstanding checks, whether relating to or arising out of the business,
the Excluded Assets or the Purchased Assets or otherwise, other than the Assumed
Obligations.

    


    1.5           Obligations in Respect of
Assumed Executory Contracts.  Purchaser shall be responsible
for paying all costs and expenses accrued under any Assumed Executory Contract
subsequent to the Closing Date.

    


    1.6           Allocation of Purchase
Price.  The Purchase Price shall be allocated among the
Purchased Assets as provided in Exhibit 1.6.  Pursuant to Section 1060
of the Internal Revenue Code of 1986, as amended (the "Code"), the parties
shall complete and file Internal Revenue Service Form 8594 (Asset Acquisition
Statement) and any other documents necessary in connection therewith in
accordance with the allocation of the Purchase Price provided for in this
Section 1.6.

    


    1.7           Expenses.  Each
party shall bear its own costs, including, without limitation, legal and
accounting fees, incurred by it in connection with negotiating and consummating
this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    1.8           Other
Agreements.  Simultaneously with the Closing, the parties shall enter
into the following agreements.

    


    (a)  Assignment and Assumption
and Bill of Sale.  Purchaser and Seller shall enter into an
Assignment and Assumption and Bill of Sale in the form attached hereto as
Exhibit A (the “Assignment and Assumption and Bill of Sale”).

    


    (b)  Grant Gordon Employment
Agreement.   Grant Gordon will enter into an employment
agreement with the Company in the form attached hereto as Exhibits B (the
“Gordon Employment Agreement”).

    


    (c)  Jeffery Meyer Employment
Agreement.  Jeffery Meyer will enter into an employment
agreement with the Company in the form attached hereto as Exhibit C (the “Meyer
Employment Agreement”).

    


    (d)  Lease.  Seller
(as tenant) and Purchaser (as landlord) shall enter into a lease for the
premises at 6836 W. 121st Street, Overland Park, Kansas 66209.  The
form of the Lease is attached hereto as Exhibit E.

    


    (f)   Accounts Receivable
Collections.  Seller has all right, title and interest to all
Accounts Receivables of the Purchaser’s business generated on or before the
Closing Date and Purchaser shall have all right to Accounts Receivables of
Purchaser’s business generated after the Closing Date.  Seller and
Purchaser shall work together in collecting the Accounts Receivable from past or
present customers of the Purchaser.  The parties will use commercially
reasonable efforts to collect the Accounts Receivable.  If the Seller
receives payment on any Accounts Receivable for Accounts Receivables due the
Seller, Seller shall promptly notify the Purchaser of any payments so received
for reconciliation (and deliver to the Purchaser a copy of all documentation (if
any) received in relation to such payment).  If either Party receives
a payment for any Accounts Receivable owed to the other Party pursuant to the
terms herein, the other Party shall immediately forward that payment to the
Party entitled to the payment as set forth herein.

    


    2.          Purchase
Price.

    


    2.1           Purchase
Price.  In consideration of the Purchased Assets, Purchaser
shall pay to Seller (a) the sum of $300,000 in cash, and (b) such number of
restricted shares of Premier Alliance Group, Inc. common stock equal to
$700,000, based on the 5-day average closing price of the common stock for the
five days prior to the Closing Date, as stated on the OTC Bulletin Board (the
“Shares”)(collectively, the “Purchase Price”)

    


    2.2           Payment.  The
Purchase Price shall be paid on the Closing Date.

    


    2.3           Stock
Options.

    


    (a)   Purchaser shall
issue additional stock options pursuant to Purchaser’s 2008 Stock Incentive Plan
for the purchase of up to 100,000 shares of common stock to certain individuals
in the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Intronic
Unit, other than Messrs. Meyer and Gordon, 13 months after the Closing Date,
only if the Intronic Unit of Purchaser achieves a revenue stream of $4,500,000
and a minimum gross margin of 24% in the preceding twelve month
period.

    


     

    2.4           The Closing
Date.

     

    (a)           The
Closing of the transactions contemplated by this Agreement (the "Closing") shall take
place in the offices of Premier Alliance Group, Inc. on the 30th day
of April 2010 (the "Closing Date"),
unless another place or time is mutually agreed upon in writing by the
parties.

     

     

    (b)           At
the Closing or prior thereto, Purchaser and Seller shall exchange the various
certificates, instruments and such documents referred to in Section 5 of this
Agreement.

     

    3.      Seller’s Representations and
Warranties.  Seller represents
and warrants to Purchaser the matters set forth below except as set forth in the
Schedules accompanying this Agreement (the “Schedule”).  The Schedule
will be arranged in paragraphs corresponding to the lettered and numbered
paragraphs contained in this Section 3.  For purposes of this Section
3, “Knowledge” means actual knowledge after reasonable investigation and with
respect to the Knowledge of an entity, means the actual knowledge after
reasonable investigation of its officers and directors.  As of the
Closing Date, Seller represents and warrants as follows:

     

    


    3.1           Organization, Standing and
Power.   Seller is (i) a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of
Kansas; (ii) is in good standing and qualified in all states and other
jurisdictions where Seller is doing business as required by law; (iii) is not
qualified and has not done business as a foreign corporation in any other state
or other jurisdiction and has not, at any time prior to the date of this
Agreement, received any communications from any state or other jurisdiction
asserting that its activities require that it be qualified to do business in
that state or other jurisdiction; and (iv) has received all approvals of
Federal, state and local authorities necessary for it to conduct its business as
currently being conducted.

    


    3.2           Conduct of
Business.  Seller has all requisite power and authority to own
its property and operate its business as and where such is now being conducted.
Seller is not a party or subject to any Contract, judgment, order or decree that
will or may restrict the conduct of its business in any jurisdiction or
location.

    


    3.3           No Subsidiaries or
Affiliates.  Seller has no wholly or partly owned subsidiaries,
has never had any wholly or partly owned subsidiaries, nor is it a party to any
joint venture or partnership, nor does it have any direct or indirect interest
either by way of stock ownership or otherwise, in any other person, nor are
there any outstanding offers by Seller with respect to any such
matter.

    


    3.4           No
Conflict.  The execution and delivery of this Agreement and the
documents to be executed and delivered pursuant to this Agreement to accomplish
the Closing of the Agreement do not and will not on the Closing Date (a)
conflict, contravene or violate any provision of Seller's Certificate or
Articles of Incorporation or Operating Agreement, or any resolution adopted by
the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    members
of Seller; (b) result in a breach by Seller, or constitute a default under, or
permit the termination of, or cause the acceleration of the maturity of, any of
the terms, conditions, or provisions of any contract or agreement, including but
not limited to, any shareholder agreement, to which Seller is a party or by
which Seller or any of its assets may be bound or affected; (c) violate any
statute, law, regulation, judgment, order, writ, injunction, decree or demand of
any court or Federal, state, municipal, or other governmental department,
commission, board, bureau, agency or instrumentality, to which Seller is named
as a party; or (d) result in the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever.

    


    3.5   Authorization.  Seller
has full corporate power and authority to enter into this Agreement and any
Contract provided for herein and to carry out the Agreement.  The
members of Seller have duly authorized and approved the execution, delivery and
performance of this Agreement, each Contract and document provided for herein,
and no other corporate proceedings on the part of Seller are necessary to
authorize and approve such execution, delivery and performance.  This
Agreement and each Contract provided for herein to which Seller is a party has
been duly executed and delivered by Seller and constitutes the valid and binding
agreement of Seller enforceable against it in accordance with its terms (except
as may be limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally).

    


    3.6   Minute Books and Stock
Books.  The minute books for Seller provided to Purchaser
contain true originals or copies of all minutes of meetings of and corporate
actions taken by, the members of Seller and are reflective of actions taken on
those occasions in all material respects.

    


    3.7   Governmental
Authorities.  Seller is not required to submit any notice,
report or other filing to any governmental or regulatory authority in connection
with the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby. No consent, approval or
authorization of any governmental or regulatory authority is required to be
obtained by Seller in connection with the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated
hereby.

    


    3.8           Purchased
Assets.

    


                           (a)
Contracts.  Seller
has made available to Purchaser a correct and complete copy of each Assumed
Executory Contract listed on Exhibit 1.1.  If any additional contracts
or leases that are not included in Exhibit 1.1 are determined after the date
hereof to constitute executory contracts, Purchaser shall have the right, in its
sole discretion, to add such contract or lease to Exhibit 1.1, and shall not be
responsible for any “cure costs”.

    


    (b) Title. Other than
leased assets and licensed software, Seller has, and hereby conveys to
Purchaser, effective as of the Closing Date, good and marketable title to all of
the Purchased Assets, free and clear of all mortgages, liens, pledges, charges,
claims, leases, restrictions or encumbrances of any nature whatsoever, and
subject to no restrictions with respect to
transferability.  Simultaneously with the execution of this Agreement,
Seller has delivered to Purchaser evidence satisfactory to Purchaser of the
release of any liens, which appear of record against any of the Purchased
Assets.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (c) Identification of Tangible
Assets.  Exhibit 3.9 of the Schedule lists all of the tangible
assets included within the Purchased Assets, setting forth for each item its
date of acquisition, location and cost.

    


    (d) Condition.  All
of the tangible assets included within the Purchased Assets are in operating
condition and repair, with normal wear and tear.  Each item of
tangible equipment can operate substantially in accordance with its
specifications.

    


    3.9           Conduct of
Business.  The Purchased Assets comprise substantially all of
the assets of Seller used by it and are sufficient to carry on the Business as
presently conducted by Seller.

    


    3.10           Regulatory
Compliance. To Seller’s Knowledge, Seller has not violated, nor is Seller
currently in violation of, any zoning or building statutes, ordinances or
regulations or other laws, statutes, ordinances or regulations relating to the
Purchased Assets or their use. Seller has not been issued a waiver for any
condition presently existing, which would otherwise constitute such a
violation.

    


    3.11           No
Defaults.  To Seller’s Knowledge, Seller is not in default or
breach under any contracts currently in full force and effect, nor has any event
occurred which, through the passage of time or the giving of notice, or both,
would constitute a breach or default thereunder, or cause the acceleration of
any obligation of Seller or result in the creation of any lien, charge or
encumbrance upon any asset of Seller.  To Seller's best Knowledge, no
other party to any of such contracts is in default or breach under any of such
contracts, nor has any event occurred which, through the passage of time or the
giving of notice, or both, would constitute a breach or default thereunder, or
cause the acceleration of any obligation of such other party, nor has any such
other party given any notice of an intention to terminate or modify any of such
contracts.

    


    3.12           No Material Adverse Changes
in Business or Financial Condition.  Since September 30, 2009
there have been no changes in the financial condition, results of operations,
business, assets or prospects of Seller, which changes have been, individually
or in the aggregate, materially adverse.

    


    3.13           Certain Business or
Financial Transactions. Since September 30, 2009, Seller has
not:

    


    (a)  Mortgaged, pledged or
caused to be created a security interest or other encumbrance in or against any
of its property or assets.

    (b)  Declared or authorized
any dividends or other distributions which have not been fully
paid.

    (c)  Declared, paid or
authorized any stock options; profit sharing, pension or retirement
contributions; health, disability, accident or life insurance contributions; or
created any arrangement or plan for any such option or
contribution.

    


    (d)  Authorized or paid any
bonus to any employee outside ordinary course of business.

    (e)  Increased the
compensation payable to or to become payable to any employee.

    (f)  Made any change in the
basis of computation of any bonus, commission or other


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    compensation
or benefit of any employee.

    (g)  Suffered any damage,
destruction or loss materially adversely affecting the properties, assets or
business of Seller.

    (h)  Sold, assigned or
transferred any patents, trademarks, trade names, copyrights, licenses,
franchises or other intangible assets or intangible properties of
Seller.

    (i)  Disposed of any of its
assets except for the sale or disposition of used assets in the ordinary course
of business.

    (j)  Engaged in any other
transaction other than in the ordinary course of business.

    


    3.14           Intellectual
Property.  Except as set forth on Section 3.14 of the Schedule,
Seller owns all of the Intellectual Property included in the Acquired Assets. No
claim is pending or, to Seller's best Knowledge, threatened to the effect that
the operations of Seller infringe upon or conflict with the asserted rights of
any other person with respect to any Intellectual Property, and there is no
basis for any such claim (whether or not pending or threatened). Each person who
has produced any material Intellectual Property for use by Seller, including,
but not limited to, employees and independent contractors, has relinquished, in
writing, any claim or right which such person may have to any such Intellectual
Property and confirmed Seller's ownership thereof.

    


    3.15           Financial
Statements.   Each of the consolidated audited financial
statements of Seller for the fiscal year ended December 31, 2009 and have been
prepared in all material respects in accordance with the published rules and
regulations of the SEC (including Regulation S-X) and in accordance with United
States generally accepted accounting principles applied on a consistent basis
throughout the periods indicated (except as otherwise stated in such financial
statements, including the related notes) and each fairly presents, in all
material respects, the consolidated financial position, results of operations
and cash flows of Seller as at the respective dates thereof and for the
respective periods indicated therein, except as otherwise set forth in the notes
thereto (subject, in the case of unaudited statements, to normal and recurring
year-end adjustments, none of which is material, individually or in the
aggregate, to Seller). Seller has not, since September 30, 2009, made any
material change in the accounting practices or policies applied in the
preparation of the above financial statements.  In addition after
Closing, unaudited financials for period ended April 30, 2010 will be provided
to Purchaser by May 31, 2010.

    


    3.16           Accounts
Receivables.  Subject to any allowance for doubtful accounts
established in accordance with Seller's usual business practices and reflected
in the Financial Statements, each of Seller's accounts receivable relates to
services rendered by Seller to the debtor client, is valid and is collectible in
full in the ordinary course of business.

    


    3.17           Tax
Compliance.  Seller has duly, accurately and properly filed all
necessary tax returns and tax reports (whether with respect to income, sales,
withholding or otherwise) which it is required to file with the United States
Government, the state of its incorporation, and all other relevant state and
local and foreign governmental agencies for all periods to and including the
fiscal year ending December 31, 2009, and when and where required, for all
periods since that date to the Closing Date.  Seller has paid or
accrued the taxes shown to be due by all such returns and reports and up to and
through the Closing Date.  As of the Closing Date, there are no
pending claims for unpaid taxes or fines, penalties or interest in respect
thereof being asserted against Seller by the Federal Government or any state,
local or foreign governmental agency and there is no basis for any
such


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    claim.  Seller
has never been audited by Federal, state, local or foreign taxing authorities
for sales, income, franchise or any other taxes.  For purposes of this
Section 3.18, "tax" means any tax, levy, assessment, tariff, impost, imposition,
toll, duty, deficiency or fee imposed, assessed or collected by or under the
authority of any governmental body, including, but not limited to, income taxes,
franchise taxes, sales taxes, unemployment insurance and payroll related taxes
("Tax").

    


    3.18           No Litigation or
Governmental Investigations.  There are no suits at law or in
equity, nor any government investigations or proceedings, pending, or, to
Seller's best Knowledge, threatened against Seller, and there are no suits at
law or in equity being investigated by Seller or pending or threatened in favor
of Seller.

    


    3.19           Clients.  Section
3.19 of the Schedule, contains a list of Seller's clients, showing annual
revenue from each client for the last two full fiscal years and through February
28, 2010 for the present fiscal year.

    


    3.20           Employment
Matters.   There are no claims pending, or, to Seller's
best Knowledge, threatened against Seller with respect to any applicant for
employment or present or former employee of Seller, nor, to Seller's best
knowledge, does there exist any state of facts which is reasonably likely to
give rise to any such claim.  With respect to Seller's employees and
employee benefit plans and programs:

    


    (a)  Human Resources
Compliance.  To Seller’s Knowledge, Seller is in compliance
with all applicable laws and regulations respecting employment and employment
practices, terms and conditions of employment and wages and hours (collectively,
"Employment Laws").  Seller has paid all workers' compensation
premiums to a private insurer or, if appropriate, has applied to, and has paid
and secured coverage from a workers' compensation State Fund.

    


    (b)  No Unfair Labor Practice, No
Labor Disputes, Etc.  Seller: (i) is not engaged in any unfair
labor practice; (ii) is not the subject of any investigation, complaint or
proceeding based on any Employment Laws; (iii) does not have any unfair labor
practice complaints against it pending, or threatened, before the National Labor
Relations Board or any other agency; (iv) does not have any strikes, labor
disputes, slowdowns or stoppages actually pending, or threatened, against or
directly affecting it; and (v) does not have any union representation question
respecting its employees and no union organizing activities are taking
place.

    


    (c)  No Collective
Bargaining.  Seller is not a party to any collective bargaining
or other labor agreement(s) with any party on behalf of any of its employees,
and no petition has been filed on behalf of Seller's employees for recognition
by any collective bargaining agent.

    


    (d)  Multiemployer Pension
Plan.  Seller has never and does not presently contribute to
any "multiemployer pension plan" (as defined in section 3(37) of
ERISA).

    


    (e)  Benefit Plans. Except
as provided in Exhibit 3.20:

    


    (i)  Seller has delivered to
Purchaser a true and complete copy of each Benefit Plan and any related funding
agreements, including all amendments, supplements, and
modifications


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    thereto
(and Section 3.20 of the Schedule includes a description of any such item that
is not in writing), all of which are legally valid and binding and in full force
and effect, and there are no defaults thereunder, notwithstanding the
termination of the Benefit Plans prior to the Closing Date;

    


    (ii)  Seller has delivered
to Purchaser a true and complete copy of the most recent annual report and
actuarial report for each Benefit Plan, and the Internal Revenue Service
determination letter, if any, for each Benefit Plan and each amendment
thereto;

    


    (iii)  all contributions
required to be made to each Benefit Plan under the terms of that Benefit Plan,
ERISA, or other applicable law have been timely made. In the case of each
Benefit Plan that is subject to Title 1, Subtitle B, Part 3 of ERISA, the net
fair market value of the assets held to fund that Benefit Plan as of the Closing
Date exceeds the actuarial present value of all accrued benefits, both vested
and non-vested (based upon projected earnings increases of five percent (5%) per
annum, in the case of a final pay plan), under that Benefit Plan as of the
Closing Date;

    


    (iv)  each Benefit Plan
complies currently, and has complied in the past, in form and operation, with
the applicable provisions of ERISA, the Code, and other applicable law
(including foreign law);

    


    (v)  no excise tax is due or
owing from Seller with respect to any "prohibited transaction" (as defined in
section 4975(c)(1) of the Code) relating to any Benefit Plan. No amount is due
or owing from Seller to the Pension Benefit Guaranty Corporation under title IV
of ERISA for any reason, or to any "multiemployer pension plan" (as defined in
section 3(37) of ERISA) on account of any withdrawal therefrom; and

    


    (vi)  since September 2,
1974, Seller has not terminated any employee benefit plan subject to title IV of
ERISA for which a Notice of Sufficiency has not been issued by the Pension
Benefit Guaranty Corporation.

    


    (f)  Cobra
Compliance.  Seller is, and at all pertinent times has been, in
compliance with COBRA and any and all other applicable state and Federal laws,
rules and regulations requiring Seller to offer the option of continuing health
insurance coverage to employees of Seller and their family members.

    


    (g)  No Complaints. With
respect to clauses (a) through (f) of this section 3.20, to Seller’s Knowledge,
there are no complaints, charges, claims, litigations, investigations or
administrative proceedings filed, pending or, to Seller's best knowledge,
threatened.

    


    3.21           No Brokers, Finders,
Etc.   Seller has not dealt with any broker, finder or
other person who performed brokerage, finder or other similar services in
connection with this Agreement, nor does Seller know of any person that has any
basis for claiming any brokerage, finders or similar fees against Seller in
connection with this Agreement.

    


    3.22           No Material
Omission.  No representation or warranty by Seller in this
Agreement, nor any statement, certificate or exhibit furnished or to be
furnished by Seller pursuant to this Agreement or any document or certificate
delivered to Purchaser pursuant to this Agreement or in
connection


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    with the
transactions contemplated by this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit a material fact necessary to
make the statements contained therein not misleading.

    


    4.           Purchaser’s Representations
and Warranties:  Purchaser represents and warrants to
Seller the matters set forth below except as set forth in the Schedules
accompanying this Agreement (the “Schedule”).  The Schedule will be
arranged in paragraphs corresponding to the lettered and numbered paragraphs
contained in this Section 4.  For purposes of this Section 4,
“Knowledge” means actual knowledge after reasonable investigation and with
respect to the Knowledge of an entity, means the actual knowledge after
reasonable investigation of its officers and directors.  As of the
Closing Date, Purchaser represents and warrants as follows:

    


    4.1           Corporate
Structure.  Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has all
requisite power and authority to own its property and operate its business as
and where such is now being conducted.

    


    4.2           No
Conflict.  The execution and delivery of this Agreement and the
documents to be executed and delivered pursuant to this Agreement to accomplish
the Closing of the Agreement do not and will not on the Closing Date (i)
conflict, contravene or violate any provision of Purchaser's Certificate of
Incorporation or By-Laws or any resolution adopted by the board of directors of
Purchaser; (ii) result in a breach by Purchaser, or constitute a default under,
or permit the termination of, or cause the acceleration of the maturity of, any
of the terms, conditions, or provisions of any contract to which Purchaser is a
party or by which Purchaser or its assets may be bound or affected; (iii)
violate any statute, law, regulation, judgment, order, writ, injunction, decree
or demand of any court or Federal, state, municipal, or other governmental
department, commission, board, bureau, agency or instrumentality, to which
Purchaser is named as a party; or (iv) result in the creation or imposition of
any lien, charge, or encumbrance of any nature whatsoever.

    


    4.3           Authorization.  Purchaser
has full corporate power and authority to enter into this Agreement and any
contract provided for herein and to carry out the Agreement. The board of
directors of Purchaser has duly authorized and approved the execution, delivery
and performance of this Agreement, each contract and document provided for
herein, and no other corporate proceedings on the part of Purchaser are
necessary to authorize and approve such execution, delivery and performance.
This Agreement and each contract provided for herein to which Purchaser is a
party has been duly executed and delivered by Purchaser and constitutes the
valid and binding agreement of Purchaser enforceable against it in accordance
with its terms (except as may be limited by applicable bankruptcy laws or
similar laws affecting creditors' rights generally).

    


    4.4    No Brokers, Finders,
Etc. Purchaser has engaged Chartwell Business Advisors (“Chartwell”) as a
broker.  Purchaser acknowledges that it shall be its sole
responsibility to pay Chartwell any fees and commissions for which it may be
entitled to in connection with the transactions contemplated by this Agreement.
..

     

    5.           Conditions to
Closing.

    


    5.1           By or on Behalf of
Seller.  At the Closing, Seller will cause the following items
to be delivered to Purchaser:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (a)  An executed copy of the
Assignment and Assumption and Bill of Sale.

    


    (b)  An executed copy of the
Gordon Employment Agreement.

    


    
      	
              (c)  

            	
              An
      executed copy of the Meyer Employment
Agreement

            


    

    


    
      	
              (d)  

            	
              One
      or more consents to assign or assignments of Intellectual Property and
      executory contracts (set forth in Exhibit 1.1), in form and substance
      reasonably satisfactory to Purchaser, duly executed by
    Seller;

            


    

    


    (e)  An executed copy of the
Lease.

    


    (f)  Evidence
that all liens, if any, on the Purchased Assets have been released.

    


    (g) A Certificate executed by the
Secretary of Seller (1) identifying those persons who are the officers and
directors of Seller as of the Closing Date and (2) certifying resolutions of the
board of directors and shareholders of Seller approving this Agreement and
authorizing the consummation of the Agreement.

    


    (h)  Any other documents
signed by the appropriate officers and directors of Seller requested by
Purchaser and necessary or desirable in order to accomplish the Closing of the
Agreement.

    


    5.2           By or on Behalf of
Purchaser.  At the Closing, Purchaser will cause the following
items to be delivered to Seller:

    


    (a)  The Purchase
Price.

    


    (b)  An executed copy of the
Gordon Employment Agreement.

    


    (c)  An executed copy of the
Meyer Employment Agreement.

    


    (d)  An executed copy of the
Assignment and Assumption and Bill of Sale.

    


    (e)  An executed copy of the
Lease.

    


    (f)  A certificate executed
by the Secretary of Purchaser (i) identifying those persons who are the officers
and directors of Purchaser as of the Closing Date and (ii) certifying
resolutions of the board of directors of Purchaser approving this Agreement and
authorizing the consummation of the Agreement.

    


    (g)  Any other documents
signed by the appropriate officers and directors of Purchaser requested by
Seller and necessary or desirable in order to accomplish the Closing of the
Agreement.

    


    5.3           Conditions
Precedent.   As conditions precedent to
Closing:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (a) Purchaser and Seller shall be
satisfied with their findings and evaluation in their due diligence;
and

    


    (b)  Purchaser shall complete
a private financing whereby Purchaser receives a minimum of $700,000 in gross
proceeds.

    


    6.           Post Closing Covenants and
Agreements.  From and after the Closing Date:

    


    6.1           Further Assurances by
Seller.  The Seller will, upon request of Purchaser from time
to time, execute and deliver, and use its best efforts to cause other persons to
execute and deliver, to Purchaser all such further documents and instruments,
and will do such other acts, as Purchaser may reasonably request more completely
to consummate and make effective the Closing of the Agreement.

    


    6.2           Further Assurances by
Purchaser.  Purchaser will, upon request of Seller from time to
time, execute and deliver, and use its Best Efforts to cause other persons to
execute and deliver, to Seller all such further documents and instruments, and
will do such other acts, as Seller may reasonably request more completely to
consummate and make effective the Closing of the Agreement.

    


    6.3           Communication with
Clients.  If Purchaser requests, Seller shall deliver to
Purchaser, or directly to Seller's clients, a letter executed by Seller in form
and substance acceptable to Purchaser pursuant to which Seller shall advise each
addressee that the Seller's business has been transferred to
Purchaser.

    


    7.           Indemnification.

    


    7.1           By
Seller.  Seller agrees to indemnify, defend, release and hold
Purchaser, its affiliates, subsidiaries or related companies, and their
officers, directors, employees, representatives and agents, harmless from and
against any and all damages, losses (including loss of goodwill and damage to
reputation), penalties, interest obligations, tax liabilities and other
liabilities, claims, judgments, causes of action, deficiencies, costs and
expenses (including reasonable attorneys' fees and other costs) (collectively,
"Claims"), asserted against or incurred or required to be paid by Purchaser or
any other indemnified person on account of or incident or pursuant to: (a)
breach of any representation, warranty, covenant or agreement made by Seller in
this Agreement or in any Contract or document delivered pursuant to or in
connection with this Agreement; (b) the operation of Seller's business or the
ownership, maintenance, use or operation of Seller's assets prior to the
Closing; (c) the failure of Seller to comply with applicable bulk transfer laws,
to the extent such failure causes Purchaser to be liable for liabilities of
Seller other than the liabilities which Purchaser specifically assumes pursuant
to this Agreement; and (d) any and all lawsuits against Seller or involving any
of the assets of Seller which are based on a cause of action arising before the
Closing Date.

    


    7.2           By
Purchaser.  Purchaser agrees to indemnify, defend, release and
hold Seller and Seller's officers, directors, employees, representatives and
agents harmless from and against any and all Claims asserted against, incurred
or required to be paid by Seller or any other indemnified person on account of
or incident or pursuant to: (a) breach of any representation, warranty, covenant
or agreement made by Purchaser in this Agreement or in any contract or document
delivered pursuant to


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or in
connection with this Agreement; (b) the business or operations of Purchaser
before, at or after the date of this Agreement; and (c) the ownership,
maintenance, use or operation of the Purchased Assets after the
Closing.

    


    7.3           Indemnification
Procedure.

    


    (a)  Notice. With respect
to any matter for which indemnification is claimed pursuant to Section 7.1, the
indemnified person(s) will notify Seller in writing promptly after becoming
aware of such matter. With respect to any matter for which indemnification is
claimed pursuant to Section 7.2, the indemnified person(s) will notify Purchaser
in writing promptly after becoming aware of such matter.  A failure or
delay to promptly notify an indemnifying person of a Claim will only relieve
such person of its obligation pursuant to this Section 8 to the extent, if at
all, that such person is prejudiced by reason of such failure or
delay.

    


    (b)  Defense of
Claim.  Promptly after receipt of any notice pursuant to
Section 7.3(a), the indemnifying person(s) shall defend, contest, settle,
compromise or otherwise protect the indemnified person(s) against any such Claim
at its (their) own cost and expense.  Each indemnified person will
have the right, but not the obligation, to participate, at its own expense, in
the defense by counsel of its own choosing; provided, however, that the
indemnifying person will be entitled to control the defense unless the
indemnified person has relieved the indemnifying person in writing from
liability with respect to the particular matter.  The indemnified
person shall reasonably cooperate with the indemnifying person's requests, and
at the indemnifying person's expense (including, but not limited to,
indemnifying person's paying or reimbursing the indemnified person's reasonable
attorneys' fees and investigation expenses), concerning the defense of the
Claim.  The indemnifying party shall include the indemnified party in
any settlement discussions.

    


    (c)  Failure to
Defend.  If the indemnifying person does not timely defend,
contest or otherwise protect against a Claim after receipt of the required
notice, the indemnified person will have the right, but not the obligation, to
defend, contest or otherwise protect against the same, make any compromise or
settlement thereof, and recover the entire cost thereof from the indemnifying
person, including, without limitation, reasonable attorneys' fees, disbursements
and all amounts paid as a result of such suit, action, investigation and
Claim.

    


    7.4           Survival of Representations
and Warranties.  Notwithstanding anything in this Agreement to
the contrary, the representations and warranties of the parties contained in
this Agreement shall survive the Closing for a period of two (2) years
only.

    


    8.           Miscellaneous.

    


    8.1           Notices.  Any
notice or other communication given or made pursuant to this agreement must be
in writing and shall be delivered to the party to whom intended at the address
set forth above (or at such other address as such party may designate by proper
notice) by personal delivery, by fax, by nationally recognized courier, or by
certified or registered mail, postage prepaid, and shall be deemed given when
personally delivered or sent by fax or two (2) business days after deposit with
a courier or five (5) business days after mailing. Copies of all notices shall
be given to:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    For
Seller:

    Grant Gordon

    6836 W. 121st Street

    Overland Park, Kansas
66209

    or

    Seck & Associates

    Attn: Sheila Seck

    6240 W 135th
Street, Suite 200

    Overland Park, Kansas
66223

    


    or such
other address as may be designated by Seller from time to time.

    


    For
Purchaser:

    Mark Elliott, President

    Premier Alliance Group,
Inc.

    4521 Sharon Road, Suite
300

    Charlotte NC 28211

    Tel.  704-521-8077

    or

    Michael H. Freedman

    Law Offices of Michael H. Freedman,
PLLC

    394 White Birch Lane

    Jericho, NY 11753

    Tel. 516-767-1697

    Fax 877-315-1908

    


    or such
other address as may be designated by Purchaser from time to time
and

    


    8.2           Entire
Agreement.  This Agreement represents the entire agreement
among the parties regarding the subject matter hereof and supersedes in all
respects any and all prior oral or written agreements or understandings among
them pertaining to the subject matter of this Agreement (including, but not
limited to, that certain letter of intent dated February 11, 2010 between Seller
and Purchaser).  There are no representations, warranties or covenants
among the parties with respect to the subject matter of this Agreement, except
as set forth in this Agreement.  This Agreement cannot be modified or
terminated, nor may any of its provisions be waived, except by a written
instrument signed by the party(ies) against which enforcement is
sought.  Any waiver by any party of the strict performance of any of
the terms, conditions and provisions of this Agreement shall not be construed as
a waiver thereof for the future, but shall be considered a waiver only in the
particular instance, for the particular purpose, and at the time when and for
which it is given.

    


    8.3           Governing
Law.  This Agreement has been made and entered into in the
State of North Carolina and shall be governed by and construed and enforced in
accordance with the internal substantive laws of the State of North
Carolina.

    


    8.4           Successors; Binding
Effect.  This Agreement shall be binding upon and inure to
the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     benefit
of the respective parties, their successors, assigns, heirs, legatees,
executors, administrators and legal representatives ("Successors") and any
Successor shall be deemed a party to this Agreement upon such Successor's
receipt of any interest in this Agreement. Whenever a party is referred to in
this Agreement, such reference shall include reference to such party's
Successors.

    


    8.5           Captions.  Headings
contained in this Agreement have been inserted for reference purposes only and
shall not be considered part of this Agreement in construing this
Agreement.

    


    8.6           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall be deemed to be one and the
same instrument. This Agreement shall become effective when one or more
counterparts have been signed by each of the parties and delivered to each of
the other parties. Facsimile copies or electronically mailed or transmitted
(e-mailed) images of a signed document or instrument (or just the executed
signature pages), including this Agreement, any amendment or addendum to this
Agreement, and any Notice, shall be: (i) effective and binding on the parties,
and the parties shall accept them as if the facsimile signatures or e-mailed
images of signatures were originals; and (ii) admissible in any legal action or
proceeding as the best evidence of the parties’ agreement or of a party’s Notice
or other action, as may be applicable. A party submitting a signature by
facsimile or e-mail shall promptly afterward submit the original signature to
the other party for retention in the records of the other party, but the
submission or the other party’s receipt of the original shall not be a condition
to the effectiveness of the facsimile or e-mail signature.

    


    8.7           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this
Agreement.

    


    8.8           Terminology.  Unless
the context clearly indicates otherwise, terms used in this Agreement in the
masculine include the feminine and the neuter, terms used in the singular
include the plural and terms used in the plural include the
singular.

    


    [SIGNATURES
ON FOLLOWING PAGE]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been executed by each of the parties as of
the date stated at the beginning of this Agreement.

    


    PREMIER ALLIANCE GROUP,
INC.

    


    By: /s/ Mark S.
Elliott__________________

    Mark Elliott, President

    


    INTRONIC SOLUTIONS GROUP,
LLC

    


    By: /s/ Jeffery
Meyer__________________

    Jeffery Meyer, Member

    


    By: /s/ Grant
Gordon__________________

    Grant Gordon, Member

    


    By: /s/ Jessica
Gordon__________________

    Jessica Gordon, Member

    


    By: /s/ Tammy
Meyer__________________

    Tammy Meyer, Member


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1.1

    


    Assumed Executory
Contracts

    


    1. All
employment agreements and subcontract agreements for active billable resources
as of 4/30/2010

    


    2.
Customer contracts listed below

    


    
      	
              Ad
      Astra Inof systems

            	
              reVision

            
	
              AG
      interactive

            	
              Rhycom

            
	
              Americo
      Life

            	
              Rhythm
      Engineering

            
	
              Andrew
      Reise Consulting

            	
              Secure
      Passage

            
	
              Applebees.,

            	
              Service
      Management Group

            
	
              Ar
      allegiance group

            	
              Solomon
      Consulting

            
	
              Archer
      Technologies

            	
              Sourcecorp

            
	
              Assurant

            	
              State
      Street Bank

            
	
              Athletixnation

            	
              US
      engineering

            
	
              Bartlett
      and Company

            	
              Verasun
      Energy

            
	
              Black
      & Veatch

            	
              YRC
      Logistics

            
	
              Burns
      & McDonnell

            	 
      
	
              Celeritas
      Technologies

            	 
      
	
              Clinical
      Reference Labs

            	 
      
	
              Comsys
      / Sprint

            	 
      
	
              Cricket

            	 
      
	
              Digital
      Evolution Group

            	 
      
	
              EMC

            	 
      
	
              EMS/AMR

            	 
      
	
              Epiq
      Systems

            	 
      
	
              eVergance
      Partners

            	 
      
	
              Fidelity
      National Real Estate (LPS)

            	 
      
	
              FLAX

            	 
      
	
              Garmin
      International

            	 
      
	
              Generali
      USA life reassurance

            	 
      
	
              Goforth
      Construction

            	 
      
	
              Goshen

            	 
      
	
              Hallmark

            	 
      
	
              KANA

            	 
      
	
              Kelly
      Services - nextel/spring

            	 
      
	
              Liquid
      Inc

            	 
      
	
              Merlin
      International

            	 
      
	
              Mulller
      Bressler Brown

            	 
      
	
                 MBB
      fixed price work

            	 
      
	
              OpenWave

            	 
      
	
              Orica

            	 
      
	
              Preferred
      Brands

            	 
      
	
              Professional
      services industry (PSI)

            	 
      
	
              P2MG

            	 
      
	
              rEstimation

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3. All
contracts used in execution of day to day business, including but not limited
to:

    
      	
              a.  

            	
              TimeWarner
      Cable

            


    

    
      	
              b.  

            	
              Bullhorn

            


    

    
      	
              c.  

            	
              AT&T

            


    

    
      	
              d.  

            	
              Careerbuilder

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     EXHIBIT
1.6

    


    Allocation of Purchase
Price

    


    Pursuant
to Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), the parties
agree the allocation to be reported on Internal Revenue Service Form 8594 (Asset
Acquisition Statement) is as follows:

    


    
      	
              Class
      I Assets

            	
              $0.00

            
	
              Class
      II Assets

            	
              $0.00

            
	
              Class
      III Assets

            	
              $0.00

            
	
              Class
      IV Assets

            	
              $0.00

            
	
              Class
      V Assets

            	
              $20,000.00

            
	
              Class
      VI Assets

            	
              $980,000.00

            
	
              Total
      Purchase Price

            	
              $1,000,000,.00

            
	 
      	 
      
	
              Imputed
      Interest

            	
              $0.00

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3.9

    


    Tangible
Assets

    


    


    
      	
              Name

            	
              Make

            	
              Model

            	
              Serial
      Number

            	
              Description

            	 
      
	
              Burris,
      Doug

            	
              Dell

            	
              Vostro
      223-1242

            	
              3BKTSF1

            	
              laptop

            	 
      
	
              Crow,
      Darci

            	
              HP

            	
              G60-53OUS

            	
              2CE9390K0J

            	
              laptop

            	 
      
	
              Difranco
      Grace

            	
              Dell

            	
              Vostro1510

            	
              28411818445

            	
              laptop

            	 
      
	
              Gordon,
      Grant

            	
              HP

            	
              HP
      Pavillion

            	
              2ce6020d7d

            	
              laptop

            	 
      
	
              Meyer,
      Jeff

            	
              Dell

            	
              Inspiron/
      Model PP41L

            	
              laptop

            	 
      
	
              Oliver,
      Troy

            	
              Dell

            	
              Vostro
      1500 /PP22L

            	 
      	
              laptop

            	 
      
	
              Unrein,
      Todd

            	
              Dell

            	
              Inspiron

            	
              3FJ6Vj1

            	
              laptop

            	 
      
	
              Vail,
      Kim

            	
              Dell

            	
              Vostro
      1500

            	
              7230457117

            	
              laptop

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Equipment

            	 
      	 
      	 
      	 
      	 
      
	
              office

            	
              HP

            	
              Officejet
      6310

            	
              Q8071A

            	
              all
      in one printer/scanner/fax

            
	
              office

            	
              HP

            	
              photosmart

            	
              c4780

            	
              printer/scanner

            	 
      
	
              Office

            	
              Vizio

            	
              Vw32L-
      HDTV40a

            	
              LUPDJCK0929925

            	
              32
      inch LCD TV

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Appliances

            	 
      	 
      	 
      	 
      	 
      
	
              office

            	
              Maytag

            	 
      	 
      	
              Black
      Refrigerator

            	 
      
	
              Office

            	
              LG

            	 
      	 
      	
              Microwave
      Stainless/black

            
	
              office

            	
              Oster

            	 
      	 
      	
              Toaster
      oven

            	 
      
	
              office

            	
              Kenmore

            	 
      	 
      	
              Dishwasher

            	 
      
	
              office

            	
              Fellowes

            	 
      	 
      	
              paper
      shredder

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Furniture

            	 
      	 
      	 
      	 
      	 
      
	
              office

            	
              Desk/return

            	 
      	 
      	
              Cherry
      Veneer 72x36/48x24

            
	
              office

            	
              Credenza

            	 
      	 
      	
              Cherry
      Venner 72/24

            	 
      
	
              office

            	
              Round
      Table

            	 
      	 
      	
              Cherry
      Veneer 42 inch

            
	
              office

            	
              lateral
      files

            	 
      	 
      	
              Cherry
      Veneer 2 drawer lat files

            
	
              office

            	
              3
      side chairs

            	 
      	 
      	
              wood
      arms/fabric seat/back

            
	
              office

            	
              office
      chairs

            	 
      	 
      	
              red
      fabric sum chairs

            	 
      
	
              office

            	
              lateral
      file four drawer

            	 
      	 
      	
              Black

            	 
      
	
              office

            	
              desk/file
      top

            	 
      	 
      	
              stained

            	 
      
	
              office

            	
              office
      chair

            	 
      	 
      	
              Black

            	 
      
	
              office

            	
              lateral
      file

            	 
      	 
      	
              3
      drawer stained

            	 
      
	
              office

            	
              2
      lamps

            	 
      	 
      	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3.19

    


    Clients

    


    

      
        	 
      	 
      	
                Intronic
      Solutions Group LLC

              	 
      	 
      
	 
      	 
      	
                Sales
      by Customer Summary

              	 
      	 
      
	 
      	 
      	
                January
      through December 2009

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Jan - Mar

              	
                Apr - May

              	
                Jun - Jul

              	
                Aug -Dec

              	
                Totals

              
	
                Ad
      Astra Infonnation Systems, LLC

              	
                24,760.00

              	
                19,820.00

              	
                14,040.00

              	
                0

              	
                58,620.00

              
	
                America
      Life

              	
                59,342.57

              	
                13,172.00

              	
                0

              	
                0

              	
                72,514.57

              
	
                Andrew
      Reise Consulting

              	
                0

              	
                42,719.40

              	
                96,714.65

              	
                58,803.34

              	
                198,237.39

              
	
                Applebee's
      International, Inc

              	
                77,423.59

              	
                35,863.80

              	
                45,171.67

              	
                47,698.65

              	
                206,157.71

              
	
                Archer
      Technologies

              	
                0

              	
                0

              	
                24,300.00

              	
                0

              	
                24,300.00

              
	
                Assurant

              	
                55,207.50

              	
                0

              	
                0

              	
                0

              	
                55,207.50

              
	
                Athletixnation,
      Inc.

              	
                43,646.88

              	
                0

              	
                0

              	
                0

              	
                43,646.88

              
	
                Bartlett
      and Company

              	
                28,827.50

              	
                30,615.00

              	
                19,077.50

              	
                0

              	
                78,520.00

              
	
                Black
      & Veatch

              	
                136,478.00

              	
                59,229.25

              	
                55,027.91

              	
                63,393.27

              	
                314,128.43

              
	
                Bums
      and McDonnell

              	
                366,366.35

              	
                222,992.88

              	
                176,976.93

              	
                168,502.94

              	
                934,839.10

              
	
                Celeritas
      Technologies, LLC

              	
                0

              	
                0

              	
                0

              	
                40,056.25

              	
                40,056.25

              
	
                Clinical
      Reference Laboratory

              	
                45,572.00

              	
                0

              	
                0

              	
                0

              	
                45,572.00

              
	
                Comsys

              	
                38,960.00

              	
                35,120.00

              	
                64,078.00

              	
                50,720.00

              	
                188,878.00

              
	
                Cricket
      Communications

              	
                2,709.00

              	
                0

              	
                0

              	
                0

              	
                2,709.00

              
	
                Digital
      Evolution Group

              	
                0

              	
                0

              	
                0

              	
                14,286.13

              	
                14,286.13

              
	
                EMC

              	
                100,570.00

              	
                77,394.00

              	
                70,032.00

              	
                89,610.00

              	
                337,606.00

              
	
                Epiq
      Systems, Inc.

              	
                17,000.00

              	
                0

              	
                0

              	
                0

              	
                17,000.00

              
	
                eVergance
      Partners, LLC

              	
                94,914.79

              	
                0

              	
                0

              	
                22,770.00

              	
                117,684.79

              
	
                Fidelity
      National Real Estate Solutions

              	
                0

              	
                0

              	
                0

              	
                105,002.95

              	
                105,002.95

              
	
                Generali
      USA Life Reassurance Company

              	
                19,000.00

              	
                0

              	
                0

              	
                0

              	
                19,000.00

              
	
                Kelly
      Services, Inc

              	
                0

              	
                0

              	
                17,545.24

              	
                0

              	
                17,545.24

              
	
                Liquid,lnc

              	
                0

              	
                1,266.68

              	
                0

              	
                0

              	
                1,266.68

              
	
                Merlin
      International, Inc.

              	
                37,870.00

              	
                31,395.00

              	
                2,905.00

              	
                0

              	
                72,170.00

              
	
                Muller
      Bressler Brown

              	
                0

              	
                0

              	
                0

              	
                4,000.00

              	
                4,000.00

              
	
                rEstimation

              	
                0

              	
                0

              	
                4,400.00

              	
                0

              	
                4,400.00

              
	
                Rhycom
      Inc

              	
                0

              	
                0

              	
                0

              	
                5,250.01

              	
                5,250.01

              
	
                Rhythm
      Engineering

              	
                0

              	
                10,000.00

              	
                0

              	
                0

              	
                10,000.00

              
	
                Secure
      Passage

              	
                42,500.00

              	
                39,179.60

              	
                30,438.40

              	
                0

              	
                112,118.00

              
	
                Service
      Management Group

              	
                27,373.75

              	
                5,505.25

              	
                0

              	
                0

              	
                32,879.00

              
	
                Solomon
      Consulting LLC

              	
                0

              	
                37,500.00

              	
                2,500.00

              	
                2,000.00

              	
                42,000.00

              
	
                SOURCECORP

              	
                19,460.00

              	
                55,380.00

              	
                118,202.00

              	
                284,868.78

              	
                477,910.78

              
	
                State
      Street

              	
                48,530.55

              	
                52,377.18

              	
                52,350.37

              	
                3,734.10

              	
                156,992.20

              
	
                YRC
      Logistics

              	
                66,190.00

              	
                91,060.00

              	
                51,690.00

              	
                0

              	
                208,940.00

              
	
                TOTAL

              	
                1,352,702.48

              	
                860,590.04

              	
                845,449.67

              	
                960,696.42

              	
                4,019,438.61

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3.20

    


    401(k)
Plan

    


    


    The
current ISG 401K plan will be terminated.  Employees will have the
option to transfer and enroll in the Premier 401K plan.  Premier will
handle the additional expenses outside of standard processing related to
termination of the ISG 401K plan, with fees not to exceed
$3280.00.