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

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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

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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.

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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

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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.

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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.

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ARTICLE III

INSURANCE PRODUCTS- (NON-MEDICAL VERTICAL)

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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

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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

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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

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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, agent