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 claimed to be owed to any broker or

finder engaged or claimed to be engaged by Buyer.

 

 

                                   ARTICLE VII

                               COVENANTS OF SELLER

 

         Seller