ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into as of September 18, 2009, 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 PeopleSource, Inc., a North Carolina corporation with a principal place of business at 1399 Ashleybrook Lane, Suite 230, Winston-Salem, NC 27103 (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) Sellers 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 of Seller and any other issuer owned by Seller.

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, including, but not limited to, any obligations or liabilities pursuant to Seller’s 401(k) Plan arising prior to the Closing), 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.

2.           Purchase Price .

2.1            Purchase Price .  In consideration of the Purchased Assets, Purchaser shall pay to Seller (a) the sum of $400,000 in cash, subject to adjustment as described in Section 2.3 below; and (b) such number of restricted shares of Premier Alliance Group, Inc. common stock equal to $100,000, based on the closing price of the common stock on 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 as follows: (i) $140,000 in cash, and delivery of the restricted Shares within 10 days after the Closing Date; (ii) $140,000, subject to adjustment described in Section 2.3 below, thirteen months from the Closing Date; and (iii) $120,000, subject to adjustment described in Section 2.3 below, two years from the Closing Date.

2.3            Earnout Provision .   The final two payments described in 2.2(ii) and (iii) above shall be adjusted based on the actual revenue number (“ ARN ”) as determined one year after the Closing Date.  The ARN shall be calculated as follows:

ARN (one year after the Closing Date) x .25 (multiple of revenue)

Minus                      $100,000 (stock valuation component)

Minus                      $ 140,000 (first cash installment)

=           amount to be paid in last two equal installments

The ARN will be all revenue generated by the PeopleSource unit of Purchaser or of the current PeopleSource entity (if functioning in a contractual relationship with Purchaser), regardless of source, including but not limited to, new business generated after closing, repeat business, and business opportunities moved from Purchaser to Purchaser’s PeopleSource unit.

3.           Seller’s Representations and Warranties .  Seller represents and warrants to Purchaser the matters set forth below. These are continuing representations and warranties, and shall survive the Closing as provided in Section 7.4, notwithstanding any investigation by Purchaser:

3.1            Organization, Standing and Power .   Seller is (i) a corporation duly organized, validly existing, and in good standing under the laws of the State of North Carolina; (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            Authorized Capital Stock .  The total authorized capital stock of Seller consists of 100,000 shares of common stock, no par value, of which 1,000 shares of common stock are issued and outstanding, and there are no shares of preferred stock.  All issued and outstanding shares are validly issued in accordance with all applicable laws and are fully paid and non-assessable.  There are no outstanding subscriptions, offers, options, rights, warrants, convertible securities, or other contracts, commitments or contingencies obligating or requiring the issuance of any additional shares or other securities of Seller.

3.4            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.

3.5            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 By-Laws or any resolution adopted by the board of directors 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.

3.6    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 board of directors 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).

3.7    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 shareholders, the board of directors and all committees of the board of directors of Seller and are reflective of actions taken on those occasions in all material respects.  The copies of the stock books of Seller provided to Purchaser provide a complete and accurate record of the issuance, transfer and holders of all stock of Seller ever declared, paid, authorized or issued.

3.8    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.

3.9            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 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.

3.10            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.

3.11            Regulatory Compliance . 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.

3.12            No Defaults .  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.

3.13            No Material Adverse Changes in Business or Financial Condition .  Since April 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.

3.14            Certain Business or Financial Transactions . Since April 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, except for a June 2009 S-corp distribution of $16,400 relating to an

           estimated tax payment and an expected S-corp distribution to be paid in September 2009.

(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