ASSET PURCHASE AGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

Between

BENECORP BUSINESS SERVICES INC.

Seller

and

THE RESOURCING SOLUTIONS GROUP, INC.

Buyer

DATED: DECEMBER 31, 2004

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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

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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;

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(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:

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(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 samount

of stock described in paragraph 3.2; and

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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

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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

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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.

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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 claim