rsg_ex105.htm


    Exhibit 10.5

     

    STOCK  TRANSFER
AGREEMENT

    


    


    
      	
              DATE:

            	
              April
      15, 2006

            


    

    


    
      	
              BETWEEN:

            	
              Pacel
      Corp., a Nevada corporation

            


    

    
      	
               

            	
              7621
      Little Ave., Suite 101

            


    

    
      	
               

            	
              Charlotte,
      NC 28226

            	
              (“Pacel”)

            


    

    


    


    
      	
              AND:

            	
              The
      Resourcing Solutions Group, Inc. a Nevada
  corporation

            


    

    
      	
            	
              
                7621
      Little Ave., Suite 101

              

            


    

    
      	
               

            	
              Charlotte,
      NC 28226

            	
              (“Resourcing”)

            


    

    


    RECITALS

    


    A.           Pacel
holds all of the issued and outstanding common stock of PiedmontHR, Inc., World
Wide Personnel Services of Maine, Inc. and United Personnel Services, Inc.,
respectively, (collectively referred to as “ Personnel Services” and the
stock thereof referred to as “Personnel
Stock”);

    


    B.           Resourcing
is the wholly-owned subsidiary of Pacel and Pacel desires to transfer, assign
and deliver the Personnel Stock to Resourcing as part of a plan of
reorganization of Pacel and Personnel Services,  pursuant to the terms
and conditions of  this Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, the
parties hereto do hereby agree as follows:

    


    AGREEMENT

    


    1.           Effective Date    The effective date of
this Agreement shall be January 1, 2006 for United Personnel, Inc. and
Piedmont HR, Inc. and April 1, 2006 for World Wide Personnel Services of Maine,
Inc. (“Effective
Date”).

    


    2.           Purchase of Personnel
Stock.    At the Closing, as
defined in Section 8 of this Agreement, Pacel shall assign, transfer and deliver
to Resourcing the Personnel Stock. The purchase price of the Personnel Stock
shall be $525,000.00(“Purchase
Price”).  The Purchase Price shall be paid by a promissory note
in the form attached hereto as Exhibit “A” (“Resourcing Note”). The
assignment, transfer, and delivery by Pacel of the Personnel Stock to Resourcing
shall be effected on the Closing Date by Pacel’s execution and delivery of
documents and instruments necessary to assign, transfer, and deliver the
Personnel Stock, free and clear of any and all liens, encumbrances, security
interests, claims and other restrictions or charges of any kind whatsoever in
exchange for the delivery to Pacel of the Resourcing Note.

    


    


    
      
        
          Page 1 -  Stock Transfer
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Warranties and Representations of
Pacel    Pacel warrants and
represents to Resourcing, as of the date hereof, as follows:

    


    (a)           Pacel
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to own
and operate its properties and to carry on its businesses as now
conducted.

    


    (b)           Pacel
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.

    


    (c)           All
corporate action on the part of Pacel necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement will
be taken and this Agreement constitutes a legal, valid and binding obligation
enforceable according to its terms.

    


    (d)           Pacel
has, and will have at Closing, legal and beneficial ownership of the Personnel
Stock, free and clear of any and all liens and encumbrances or other
restrictions or limitations and has, and will have at Closing, all required
legal and corporate power to transfer and convey the Personnel
Stock.

    


    (e)           There
are no claims, actions, suits, investigations or proceedings against Pacel
pending or, to the knowledge of Pacel, threatened in any court or before or by
any governmental authority, or before any arbitrator, that might have an adverse
effect on Pacel, Personnel Services or the Personnel Stock, and to the knowledge
of Pacel, there is no basis for any such claim., action, suit, investigation or
proceeding that is likely to result in a judgment, decree or order having an
adverse effect on Pacel, Personnel Services or the Personnel Stock. Pacel
is  not in default under, and no condition exists that would (i)
constitute a default under, or breach or violation of, any legal requirement,
permit or contract applicable to Pacel or (ii) accelerate or permit the
acceleration of the performance required under, or give any party the right, to
terminate any contract.

    


    (f)           No
suit, action or other proceeding is pending or, or to the knowledge of Pacel,
threatened before any governmental authority seeking to restrain Pacel or
prohibit its entry into this Agreement or prohibit the Closing, or seeking
damages against Pacel as a result of the consummation of this
Agreement.

    


    (g)           Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:

    


    
      	
               

            	
              i.

            	
              violate
      or conflict with any of the terms and conditions or provisions of the
      articles of incorporation or bylaws of Pacel or of Personnel
      Services;

            


    

     

    
      
        
          Page 2 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              ii.

            	
              violate
      any legal requirement applicable to Pacel or to Personnel
      Services;

            


    

    


    
      	
               

            	
              iii.

            	
              violate,
      conflict with, result in a breach of, constitute a default under, or
      accelerate or permit the acceleration of the performance required by, or
      give any other party the right to terminate, any contract or permit
      applicable to Pacel or to Personnel
Services;

            


    

    


    
      	
               

            	
              iv.

            	
              result
      in the creation of any lien, charge or other encumbrance on  any
      property of Pacel or Personnel Services, other than as provided for
      herein; or

            


    

    


    
      	
               

            	
              v.

            	
              require
      Pacel or Personnel Services to obtain or make any waiver, consent, action,
      approval or authorization of, or registration, declaration, notice or
      filing with, any private non-governmental third party or any governmental
      authority.

            


    

    


    4.           Warranties and Representations
of
Resourcing           Resourcing
warrants and represents to Pacel as follows:

    


    (a)           Resourcing
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to own
and operate its properties and to carry on its businesses as  now
conducted.

    


    (b)           Resourcing
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.

     

    (c)           All
corporate action on Resourcing’s part necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement and
for the issuance and delivery of the Resourcing Note will be taken, and this
Agreement constitutes a legal, valid and binding obligation of Resourcing
enforceable according to its terms.

    


    (d)           Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:

    


    
      	
               

            	
              i.

            	
              violate
      or conflict with any of the terms and conditions or provisions of the
      articles of incorporation or bylaws of
  Resourcing;

            


    

    


    
      	
               

            	
              ii.

            	
              violate
      any legal requirement applicable to
Resourcing;

            


    

     

    
      
        
          Page 3 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              iii.

            	
              violate,
      conflict with, result in a breach of, constitute a default under, or
      accelerate or permit the acceleration of the performance required by, or
      give any other party the right to terminate, any contract or permit
      applicable to Resourcing;

            


    

    


    
      	
               

            	
              iv.

            	
              result
      in the creation of any lien, charge or other encumbrance on  any
      property of Resourcing; or

            


    

    


    
      	
               

            	
              v.

            	
              require
      Resourcing to obtain or make any waiver, consent, action, approval or
      authorization of, or registration, declaration, notice or filing with, any
      private non-governmental third party or any governmental
      authority.

            


    

    


    (e)           No
suit, action or other proceeding is pending or, to Resourcing’s best knowledge,
threatened before any governmental authority seeking to restrain Resourcing or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against Resourcing or its properties as a result of the consummation of this
Agreement.

    


    (f)           The
Resourcing Note, when issued and delivered in accordance with the terms of this
Agreement and for the consideration expressed herein, shall be duly and validly
issued.

    


    5.           Covenants.

     

    5.1           Approval of Directors    Prior to the
effective date of this Agreement, Pacel and Resourcing, to the extent required,
shall each hold a special meeting of their respective Boards of Directors to
approve the Agreement and the transactions contemplated thereby.

     

    5.2           Third Party Consents    Resourcing
and Pacel each agree to use their respective best efforts to obtain, as soon as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals from third parties or governmental authorities necessary to consummate
this Agreement and the transactions contemplated hereby.

     

    6.           Closing                      Subject
to the satisfaction of the conditions set forth in Section 9 and Section 10 of
this Agreement, the closing of the transactions contemplated hereby (“Closing”) shall be held at
7621 Little Ave., Suite 101, Charlotte, North Carolina. The date upon which the
Closing occurs is hereinafter referred to as the “Closing Date”. If by the close
of business on September 30, 2006, Closing has not occurred,
then either party hereto may terminate this Agreement by written notice to such
effect to the other party without liability to any other party to this Agreement
unless the reason for the Closing having not occurred is (i) such party’s willful
breach of this Agreement, or (ii) , if all of the conditions to such party’s
obligations set forth in Section 7 and Section 8 of this Agreement have been satisfied or
waived in writing by the date scheduled for the Closing, the failure of such
party to perform its obligations under this Agreement on such date.
However,  any termination pursuant to this Section 6 shall not relieve
any party hereto who was responsible for Closing having not occurred of
liability for such party’s willful breach of this Agreement or the failure of
such party to perform its obligations under this Agreement on such date.

     

    
      
        
          Page 4 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.           Conditions to Obligations of
Resourcing    The obligations of
Resourcing to carry out the transactions contemplated by this Agreement are
subject, at the option of the Resourcing, to the satisfaction, or waiver by
Resourcing, of the following conditions:

     

    (a)           All
warranties and representations of Pacel contained in this Agreement shall be
true and correct in all material respects as of the Closing and Pacel shall have
performed and satisfied in all material respects all agreements and covenants
required by this Agreement to be performed or satisfied by it at or prior to the
Closing.

     

    (b)           As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain
Resourcing or prohibit the Closing or seeking damages against Resourcing as a
result of the consummation of this Agreement.

     

    (c)           Since
the date of this Agreement and up to and including the Closing there have not
been:

     

    
      	
               

            	
              i.

            	
              any
      changes in the business, operations, prospects or financial condition of
      Resourcing that had or might have a material adverse effect on Resourcing;
      or

            


    

     

    
      	
               

            	
              ii.

            	
              any
      damage, destruction or loss to Resourcing that had or might have an
      adverse effect on Resourcing.

            


    

     

    (d)           Pacel
shall have furnished Resourcing with a copy of all necessary corporate action on
its behalf approving Pacel’s execution, delivery and performance of this
Agreement.

     

    (e)           Resourcing
shall have received written evidence, in form and substance satisfactory to it,
of the consent to the transactions contemplated by this Agreement of all
governmental and private third parties where the absence of any such consent
would result in a violation of law or breach or default under any agreement to
which Resourcing is a party.

     

    8.           Conditions to Obligations of
Pacel    The obligations of
Pacel to carry out the transactions contemplated by this Agreement are subject,
at the option of the Pacel, to the satisfaction or waiver by Pacel, of the
following conditions:

     

    (a)           Resourcing
shall have furnished Pacel with copies of all necessary corporate action on its
behalf approving the execution, delivery and performance of this
Agreement.

     

    (b)           All
warranties and representations of Resourcing contained in this Agreement shall
be true and correct in all material respects as of the Closing and Resourcing
shall have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed or satisfied by it at or
prior to the Closing.

     

    
      
        
          Page 5 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain Pacel or
Personnel Services or prohibit the Closing or seeking damages against Pacel or
Personnel Services as a result of the consummation of this
Agreement.

     

    9.           Indemnification    Pacel agrees to
indemnify and hold harmless Resourcing from and against any and all damages,
liabilities, obligations, penalties, fines, judgments, claims, deficiencies,
losses, costs, expenses and assessments arising out of, resulting from or in any
way related to (a) a breach of, or failure to perform or satisfy any of, the
warranties and representations, covenants and agreements made by Pacel in this
Agreement or in any document or certificate delivered by Pacel at the Closing,
or (b) the existence of any liabilities or obligations of Personnel Services,
other than those disclosed to Resourcing.

     

    10.           Public Announcements    Neither party
shall issue or approve a news release or other public announcement concerning
the transactions contemplated by this Agreement without the prior written
consent of the other as to the contents of the announcement and its release,
which approval shall not be unreasonably withheld.

     

    11.           Expenses    Each party shall bear
the costs and expenses of its own fees and expenses of professional advisors and
other costs relating to this Agreement.

     

    12.           Arbitration Required/Mediation First
Option.    Any dispute or claim
that arises out of or that relates to this agreement, or to the interpretation
or breach thereof, or to the existence, scope, or validity of this agreement or
the arbitration agreement, shall be resolved by arbitration in accordance with
the then effective arbitration rules of American Arbitration Association.
Judgment upon the award rendered pursuant to such arbitration may be entered in
any court having jurisdiction thereof.  The parties acknowledge that
mediation usually helps parties to settle their dispute.  Therefore,
any party may propose mediation whenever appropriate through the
organization  named above or any other mediation process or mediator
as the parties may agree upon.

     

    13.           Binding Effect     This
Agreement shall  be binding upon and inure to the benefit of the
parties hereto and their respective  successors and assigns; but
neither this Agreement nor any of the rights, benefits or obligations hereunder
shall be assigned, by operation of law or otherwise, by either party hereto
without the prior written consent of the other party, which approval shall not
be unreasonably withheld.

     

    14.           Survival of Warranties and
Representations    The warranties and
Representations of the parties as  set forth in this Agreement are the
exclusive warranties and representations of the parties. All warranties and
representations, covenants and agreements by the parties to this Agreement shall
expressly survive the Closing.

     

    15.           Governing Law    This Agreement and
the documents and instruments delivered pursuant hereto shall be governed by and
construed in accordance with the laws of the State of North Carolina. Each party
hereto irrevocably submits to the jurisdiction of the court of the State of
North Carolina, in any action or proceeding arising out of or relating to this
Agreement. Each party hereto consents to service of process by any means
authorized by applicable law and waives the defense of an inconvenient form to
the maintenance of such action or proceeding in any such court.

     

    
      
        
          Page 6 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.           Severability    The provisions of
this Agreement are severable. If any one or more provisions may be determined to
be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, to the extent enforceable, shall nevertheless be binding and
enforceable.

     

    17.           Non-Waiver     Failure by any party
at any time to require performance of the other party of the provisions of this
Agreement shall in no way affect any party’s rights hereunder to enforce the
same, nor shall any such waiver by either party of any breach be held to be a
waiver of any succeeding breach or waiver of this clause.

     

    18.           Remedies    The rights and
remedies provided by this Agreement are cumulative and the use of any one right
or remedy by any party hereto shall not preclude or constitute a waiver of its
rights to use any or all other remedies. Such rights and remedies are given in
addition to any other rights and remedies a party may have by law, statute or
otherwise.

     

    19.           Attorneys’ Fees    In the event
suit or action is brought, or an arbitration proceeding is initiated, to enforce
or interpret any of the provisions of this agreement, or that arise out of or
relate to this agreement, the prevailing party shall be entitled to reasonable
attorney’s fees in connection therewith.  The determination of who is
the prevailing party and the amount of reasonable attorney's fees to be paid to
the prevailing party shall be decided by the arbitrator(s) (with respect to
attorney's fees incurred prior to and during the arbitration proceedings) and by
the court or courts, including any appellate court, in which such matter is
tried, heard, or decided, including a court that hears a request to compel or
stay litigation or that hears any exceptions or objections to, or requests to
modify, correct, or vacate, an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney's fees incurred in such
court proceedings).

     

    20.           Entire Agreement     This
Agreement, together with all exhibits attached hereto,  constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, by any of the parties or by any officer or
representative of any party.  No amendment or modification of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.

     

    21.           Counterparts    This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument

     

    
      
        
          Page 7 -  Stock
Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates indicated below.

     

     

    PACEL
CORP

     

     

    By: /s/ GARY
MUSSELMAN                 


     

    Name:
Gary Musselman

     

    Title:
President/Chief Executive Officer

     

     

     

    THE
RESOURCING SOLUTIONS GROUP, INC.

     

     

    By: /s/ GARY
MUSSELMAN                 

     

    Name:
Gary Musselman

     

    Title:
President/Chief Executive Officer

     

    


     

    Date:  April
15, 2006

     

     

     

     

     

     

     

     

     

     

     

    
      Page 8 -  Stock
Transfer Agreement

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      LIST OF
OMITTED EXHIBITS

      


      


      10.5    Stock
Transfer Agreement between Pacel Corp. and The Resourcing Solutions Group,
Inc.

      


      Exhibit
A    Promissory Note
“Resourcing
Note”