Exhibit 10.1
MERGER AGREEMENT
This merger agreement is dated as of October 29, 2004, and is between
CONTINUUM GROUP C INC., a Nevada corporation ("Parent"), and PREMIER ALLIANCE
GROUP, INC., a North Carolina corporation and a wholly owned subsidiary of
Parent ("Sub").
The parties agree as follows:
1. Merger. (a) The parties shall cause Sub to be merged into Parent. At the
Effective Time, the separate existence of Sub will cease and all outstanding
shares of capital stock of Sub will automatically be cancelled without any
consideration being issued for those shares. Parent will survive the Merger and
continue its existence as the surviving corporation, all in accordance with the
Nevada General Corporation Law, the General Statutes of North Carolina, and this
agreement. The name of the surviving corporation will be "Premier Alliance
Group, Inc." until such time as its name is changed in accordance with the
Nevada General Corporation Law.
(b) Promptly after the parties sign and deliver this agreement,
they shall cause to be filed with the Nevada Secretary of State and the North
Carolina Secretary of State articles of merger reflecting the Merger. The Merger
will become effective upon filing of those articles of merger (the time of
effectiveness of the Merger, the "Effective Time").
2. Directors and Officers of Parent. The directors and officers of Parent
in office immediately prior to the Effective Time will be the directors and
officers of the surviving corporation, to serve in accordance with the bylaws of
Parent until their respective successors are duly elected or appointed and
qualified.
3. Governing Documents. The articles of incorporation and bylaws of Parent
as in effect immediately prior to the Effective Time will be the articles of
incorporation and bylaws of the surviving corporation, until such time as they
are amended in accordance with their terms and as provided by law.
4. Further Assurances. From time to time, each of Parent and Sub shall sign
and deliver any documents, and take any actions, appropriate or necessary in
order to effect the purposes of this agreement.
5. Effect on Parent's Stock. The Merger will have no effect on Parent's
capital stock.
The parties are signing this agreement as of the date stated in the
introductory clause.
CONTINUUM GROUP C INC. PREMIER ALLIANCE GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
President Secretary
