STRATEGIC ALLIANCE AGREEMENT

 

                          STRATEGIC ALLIANCE AGREEMENT

 

         THIS STRATEGIC ALLIANCE AGREEMENT (this "AGREEMENT") is entered into as

of February   15, 2005   (hereinafter   referred   to as the   effective   date of the

Agreement),   by and   between   CRITICAL   POINT,   LLC,   a North   Carolina   limited

liability   company (d/b/a   Critical Point Group and   hereinafter   referred to as

"CPG"),   and   THE   RESOURCING    SOLUTIONS   GROUP,   INC.,   ITS   SUBSIDIARIES   AND

AFFILIATES, D/B/A ASMARAHR. CPG and AsmaraHR may each be referred to herein as a

"Party" and may be referred to, collectively, as the "Parties".

 

                                   WITNESSETH

                                   ----------

 

         WHEREAS,   AsmaraHR   is in the   business   of   providing   Human   Resource

Outsourcing services and PEO services to its customers; and

 

         WHEREAS,   AsmaraHR   wishes to enhance and expand its existing   business

and to expand the products and services available to its customers; and

 

         WHEREAS,   CPG is in the business of providing   consulting and strategic

planning services to its clients; and

 

         WHEREAS,   AsmaraHR desires to retain CPG, and CPG wishes to provide the

services as set forth in this Agreement; and

 

         WHEREAS,   CPG   wishes to be the   recipient   of   outsource   services   by

AsmaraHR   that are   inclusive of TPA services   for employee   benefit   clients of

AsmaraHR; and

 

         WHEREAS,   AsmaraHR wishes to retain CPG for sales support through sales

management   and   training of sales   staff with   regard to the medical   physician

industry

 

         NOW,   THEREFORE,   in   consideration   of the foregoing and of the mutual

promises hereinafter expressed, the Parties hereto do mutually agree as follows:

 

                                   ARTICLE I

                                   OBJECTIVES

                                   ----------

 

         The   following   are   AsmaraHR's   primary   objectives   in retaining   the

services of CPG:

 

         1.1 To obtain a sales management   strategy,   and provide sales training

with regard to employee benefit insurance products,   and development of property

and casualty insurance   products,   or other products that compliment the product

and services offering.

 

         1.2 To have CPG provide lead sources   through CPG's' contact   database,

sales   lead   development   with   regard to the   physician   private   office   sales

vertical.

 

         1.3 A   continuation   of   executive   leadership   and   influence   by   the

Principals of AsmaraHR over AsmaraHR's direction, vision, and growth.

 

         Strategic Alliance Agreeement

         Page 1

<PAGE>

         1.4 AsmaraHR and CPG enter into an exclusive   discovery   period for the

purpose of CPG identifying TPA services   currently provided by AsmaraHR to their

client base, CPG   developing   further   services for the AsmaraHR   client base as

needed,   and providing   AsmaraHR a price structure for the identified   services.

This period should begin February 7, 2005 and end by close of business   February

9, 2005.

 

         1.5 CPG will provide   assistance in evaluating and determining the best

model for   providing   HRO   services   in the acute   care   industry   for   AsmaraHR

products and services, employee benefit insurance products and TPA services, and

the   development of other products and services that would be   complimentary   to

the current joint product offering.

 

 

 

 

                                   ARTICLE II

                MEDICAL OFFICE SALES VERTICAL STRATEGIC ALLIANCE

                ------------------------------------------------

 

         2.1 Strategic   Alliance.   As a means of meeting the objectives outlined

in Article I above, AsmaraHR and CPG hereby enter into a strategic alliance (the

"STRATEGIC   ALLIANCE")   pursuant to which each shall perform their   services and

obligations as set forth below.

 

         2.2 Engagement of CPG.   AsmaraHR does hereby engage CPG for a period of

12 months days (or longer if mutually   agreed by the parties) (the "TERM").   CPG

shall be the exclusive strategic partner during this Term. CPG shall continue to

receive the agreed full commission income, as outlined in section 2.3 below, for

as long as CPG, or CBA, and AsmaraHR jointly provide services or products to the

AsmaraHR client.

 

         2.3 Fees and   Costs.   AsmaraHR   shall pay CPG   $1,500   per   month,   for

providing the strategic   planning and   consulting   services set forth in Section

2.5 below.   CPG will also receive 25% of all commission   income on products sold

by the sales vertical that CPG will be responsible for sales management of.

 

         2.4 TPA Services.   AsmaraHR shall pay all third-party expenses and fees

to third-party   service   providers   identified and retained by CPG in connection

with   providing the services   hereunder.   CPG shall have authority to obtain the

assistance of other   third-party   professionals to assist it in this engagement.

CPG will   endeavor   to keep the fees and   expenses   to third   parties   as low as

reasonably   possible.   CPG will bill AsmaraHR at the end of each calendar month,

with payment due in full within 30 days of billing.

 

         2.5 Exclusive Engagement.   During the Term of this Agreement (including

any   extensions   thereof) CPG shall be the exclusive   provider of consulting and

strategic   planning   services to   AsmaraHR.   A Principal   of CPG, Mr. Tim Vliet,

shall have full and   exclusive   authority   over the   management of the Strategic

Alliance,   including   but not   limited to,   overseeing   the   preparation   of the

business plan and related documents,   engaging other third-party   professionals.

AsmaraHR   will not   employ   any other   competing   professional   relating   to the

Objectives   without   the prior   consent   of Mr.   Vliet,   and will   refrain   from

discussing   its   business   plan   and the   services   being   provided   under   this

Agreement   with   any   other   third-party    professional(s)   without   his   direct

involvement.

 

         Strategic Alliance Agreeement

         Page 2

<PAGE>

         2.6   Performance   by CPG.   CPG   will   use its best   efforts   to   assist

AsmaraHR   in meeting   each of the   Objectives   outlined   in Article I above.   In

particular, CPG will conduct the following activities:

 

                  (a) Assist   AsmaraHR in developing   and expanding its business

         plan to   include   HRO   and   employee   benefit   insurance   products   and

         services   for   the   private    physician    office   practice   as   jointly

         identified,   and to   assist   AsmaraHR   in   meeting   the   Objectives   as

         outlined above.

 

                  (b) Perform,   on its own and with   assistance from AsmaraHR as

         needed, the discovery identified in the Objectives outlined above

 

                  (c) CPG/CBA will also provide   proprietary   insurance   product

         descriptions   and   projections,   together with a migration   plan. It is

         contemplated   that this will be a key driver of AsmaraHR's new business

         plan.

 

         2.7 Specific   Agreements of AsmaraHR.   As a material inducement to CPG,

AsmaraHR agrees as follows:

 

                  (a)   AsmaraHR   shall   negotiate   in all good faith with CPG to

         formulate and   implement the business plan arising from this   Strategic

         Alliance, provided it furthers the Objectives outlined herein.

 

                  (b)   Regardless   of the   structure of the new business plan or

         the success in achieving its goals, CPG and its affiliates shall be the

         exclusive   provider   of all   third   party   financial   products   and TPA

         services to AsmaraHR's   client base. Such exclusive   arrangement   shall

         remain   in place for not less   than   five   years   from the date of this

         Agreement. CPG shall have the right of first refusal on any third-party

         offers   obtained   in good   faith   by   AsmaraHR   for the   provisions   of

         financial services and/or TPA services to its client base.

 

         2.8   Insurance   Products.   For a period of three years from the date of

this   Agreement,   Carolina   Benefit   Associates,   LLC ("CBA") and its affiliates

shall be the exclusive   broker and agent for   insurance   and   insurance   related

products and   services   promoted or offered by AsmaraHR   and its   affiliates   to

AsmaraHR's customers.   During this period,   AsmaraHR shall work jointly with CBA

in the   marketing of insurance   products   and services   offered   through CBA. In

addition,   CBA shall   have the right to   receive   and use all   customer   contact

information for the purpose of soliciting,   either directly or through AsmaraHR,

and   underwriting   insurance   products   and   services   to   AsmaraHR's   customers

(subject in all cases to   applicable   U.S.,   state and local laws   regarding the

solicitation   of such products and   services).   All insurance   related forms and

information   generated through the solicitation,   issuance and administration of

insurance   products and services   shall be and remain the sole   property of CBA.

Upon the   expiration of the initial 3-year term, CBA shall have a right of first

refusal for providing insurance related services for AsmaraHR's   customers.   For

this purpose, AsmaraHR shall provide CBA with written notice of the terms of any

bona-fide   third-party offers to provide insurance   services.   Such right may be

exercised at any time by CBA within ten business days of receipt of said notice.

This Section shall survive the   expiration of the Term or other   termination   of

this   Agreement.   CBA shall be a   third-party   beneficiary   for purposes of this

Section and all other related provisions of this Agreement.

 

         Strategic Alliance Agreeement

         Page 3

<PAGE>

                                   ARTICLE III

                   INSURANCE PRODUCTS- (NON-MEDICAL VERTICAL)

                   ------------------------------------------

 

         3.1 PREFERRED PROVIDER.   CPG/CBA will be the preferred provider for all

insurance products to AsmaraHR's clients.

 

         3.2 RIGHT OF REFUSAL.   CPG/CBA will have the right of first   refusal on

all insurance products for AsmaraHR new client base.

 

         3.3 EXCLUSIONS:

                  -NASPAC - medical insurance

                  -NASPAC/Elder Care- Workers' Compensation Insurance

                  -Individual   Supplemental   Benefits (i.e. AFLAC,   Colonial) to

                   AsmaraHR existing customer base

 

 

                                    ARTICLE IV

                              RESELLER'S AGREEMENT

                              --------------------

 

                             BACKGROUND INFORMATION

 

 

         AsmaraHR (referred to as the Company in this Article) is in the

business of providing professional employer services. The Company wishes to

retain the services of CPG/CBA (referred to as the Reseller in this Article) to

identify prospective buyers of Company's services and solicit such prospects to

contract to purchase the Company's services. The Company desires to retain the

services of Reseller and Reseller desires to render such services on the terms

and conditions set forth below. Accordingly, the parties agree as follows:

 

                              OPERATIVE PROVISIONS

          4.1       TERM.

 

         The effective date of this Agreement is , 2005 (the "Effective Date")

and the Agreement will continue until terminated as provided herein. Either

party may terminate this Agreement at any time by providing thirty (30) days

prior, written notice, unless otherwise provided herein. All Earned Fees shall

be paid through the effective date of termination.

 

         4.2       SCOPE OF WORK.

 

         During the Term of this Agreement, Reseller shall provide to the

Company marketing and sales services for the exclusive purpose of marketing and

selling the Company's products and services in accordance with the terms and

conditions herein. The Companies products include Darwin and DarwiNet a Human

Resource Information Management System, (HRIS) and

 

Strategic Alliance Agreeement

Page 4

<PAGE>

Integrated Payroll (collectively   hereinafter referred to as "Products").   . The

Company's   services   include,   but are not limited to, human   resources   advice,

payroll processing,   work force   administrations,   as well as one or more of the

following: benefits administration, unemployment services, workers' compensation

insurance,    employee   benefits   and   risk   management   services    (collectively

hereinafter referred to as "Services").   The Reseller agrees that it shall begin

its   operations   to help market the Products and Services as of the execution of

this Agreement.

 

 

         4.3 RESELLER RELATIONSHIPS -Resellers can have three distinct

relationships with Company:

 

         -     FINDER'S   FEE-   Reseller   agrees   to   provide    introductions   and

              participate   in initial   meetings with   potential   clients for the

              Company's   services.   The   Company   will   be   responsible   for the

              closing of the sales contracts with clients.

 

         -     JOINT   MARKETING-   Joint selling where   Reseller leads sales cycle

              with sales support from Company.

 

         -     RESALE-   Reseller   will   be   responsible   full   sales   cycle   with

              prospective client including closing of sale. Company will provide

              marketing materials as needed.

 

No sale of the Company's services shall be final until accepted by the Company.

Reseller agrees to provide a list of potential clients to Company and identify

which Reseller relationship they will be participating in with each prospective

client. Reseller agrees not to use any marketing materials or provide any other

information about the Company without the prior, written consent of the Company.

Reseller also agrees to attend specific product and/or services training

sponsored by the Company, at Reseller's expenses.

 

         The Reseller shall not have any authority to bind the Company to

provide the Services. The Company will provide the Services only as provided in

writing by the Company, and only within states where the Company is duly

licensed to operate. The Company has the right to: (a) decline any prospective

client brought to the Company for any reason whatsoever; and (b) terminate any

client brought to the Company by the Reseller for any reason.

 

         4.4 COMMISSIONS. The Company shall pay a Finder's Fee and or commission

for the services to be rendered by Reseller   under this   Agreement in accordance

with section 2.1 and the schedule attached hereto as Exhibit "A".

 

         4.5   MARKETING   TERRITORY.   The Reseller   shall have the   non-exclusive

right to market the Company's   Services   anywhere that the Company is registered

to do business and has obtained all necessary licenses to operate. A list of the

states where the Company is licensed or otherwise qualified to do business shall

be delivered by the Company to the Reseller upon request by the Reseller.

 

         4.6 LIMITATION ON   REPRESENTING   OTHER   PROVIDERS.   The Reseller agrees

that it and its   affiliates   and   subsidiaries   will   market   the   Products   and

Services   only on   behalf   of the  

 

Strategic Alliance Agreeement

Page 5

<PAGE>

Company during the Term of this Agreement.   Reseller also agrees to refrain from

selling   Products or Services on behalf of any other person or entity other than

the Company during the Term of the Agreement;   however, Reseller may continue to

represent   any such   organizations   with which it had an agreement   prior to the

Effective Date of this   Agreement.   Additionally,   the Reseller or its principal

owners,   shall   not own,   directly   or   indirectly,   an equity   interest   in any

Professional Employer Organization ("PEO") or Human Resource Organization (HRO),

(PEO and HRO mean a Company   that uses   co-employment   to   provide   Services   as

defined in   paragraph   one)   without the prior   written   consent of the Company;

however, the Reseller, and/or its principal owners shall be permitted to own the

shares of such   companies   whose   stock is   publicly   traded   provided   that the

Reseller,   nor its principals   sell or promote   products or services   offered by

such companies.

 

         4.7 EXPENSES.   The Reseller shall be   responsible   for all ordinary and

necessary   out-of-pocket expenses incurred by the Reseller in the performance of

its obligations hereunder.

 

         4.8   SUBAGENTS.   The   Reseller   shall   have   no   authority   to   appoint

subagents, except upon specific written authority of the Company.

 

         4.9   RESTRICTIVE COVENANTS.

 

         4.9.1   NON-SOLICITATION;   NON-INTERFERENCE.   Reseller shall not, during

the Term of this Agreement,   whether Initial or Successor,   and the two (2) year

period following   termination of this Agreement,   for whatever   reason,   solicit

directly or   indirectly   any Customer or Prospect of the Company to purchase any

services   provided by the   Company.   For   purposes of this   Agreement,   the term

"Customer"   means any person or entity that has a Client   Service   Agreement   or

other   Agreement for services from the Company in effect during the term of this

Agreement,   and the term   "Prospect"   means any   person or entity   with whom the

Company has made a written   proposal within the one (1) year period   immediately

preceding   the date upon   which   this   Agreement   is   terminated.   Additionally,

Reseller   shall   not,    directly   or    indirectly,    during   the   two   (2)   year

post-termination   period,   employ or   attempt   to   employ   any   employee   of the

Company,   or otherwise   encourage   or attempt to   encourage   any employee of the

Company to leave the Company's employ. It is expressly   understood that Reseller

may   solicit the   Company's   customers   for the   purpose of selling   services or

products offered by Reseller that Company does not sell on a stand-alone basis.

 

          4.9.2 CONFIDENTIALITY;   DISCLOSURE;   PROPRIETARY INFORMATION.   Reseller

acknowledges   that all   records   and   information   obtained   from   the   Company,

including,   but not limited to, lists of customers or proposed   customers of the

Company, or of, all personal,   financial or business information   concerning the

customers   or   proposed   customers   of the   Company,   as   well   as the   business

processes and distribution   systems of the Company,   are valuable and unique and

are proprietary assets of the Company (the "Confidential   Information").   During

Reseller's   retention   by the Company and   following   the   termination   thereof,

Reseller shall not at any time disclose any of the Confidential Information, nor

utilize   the same for any reason   not   previously   authorized   in writing by the

Company;   provided,   however, that the Confidential Information may be disclosed

to   Reseller's   directors,   officers,   employees,   agents,   attorneys   and other

 

Strategic Alliance Agreeement

Page 6

<