rsg_ex1013.htm


    Exhibit 10.13

     

    EMPLOYMENT AGREEMENT dated September 17,
2007 between The Resourcing Solutions Group, Inc., a Nevada corporation, with a
principal place of business at 7621 Little Avenue, Suite 101, Charlotte, NC
28226 ( “Company”) and Paul Halter an individual residing at 4312 Stourton Lane,
Charlotte, NC 28226 (“Executive”).

    


    R E C I T A L
S

    


    Whereas, the Company desires to
employ and retain the unique experience, ability and services of Executive as a
principal executive officer and desires to retain Executive’s services in an
advisory and consulting capacity and to prevent any other competitive business
from securing his/her services and utilizing his/her experience, background and
expertise.

    


    Whereas, the terms, conditions and
undertakings of this Agreement were submitted to, and duly approved and
authorized by the Company’s President at a meeting held on September 15,
2007.

    


    NOW THEREFORE in consideration
of the mutual promises, terms, conditions and undertakings hereinafter set
forth, it is agreed between the parties as follows:

    


    1.    Employment

    


     (a)  Executive
Employment:  The Company employs Executive and Executive
accepts employment in a principal executive and managerial capacity effective
October 1, 2007 until December 31, 2012.  After December 31, 2012,
either Executive or the Company may, at any time terminate Executive’s Executive
Employment subject to the restrictions and conditions hereinafter contained on
four (4) months prior written notice to the other party.

    


    (b) Automatic
Renewal:  This Agreement shall be renewed automatically for
succeeding terms of three (3) years each unless either party gives written
notice to the other at least ninety (90) days prior to the expiration of any
term of Executive’s or Company’s intention not to renew pursuant to Company’s
bylaws.

    


    (c)  “Executive Employment”
Defined:  “Executive Employment” as used herein refers to the
entire prior of employment of Executive by Company, whether for the periods
provided above, or whether terminated earlier as hereinafter provided or
extended by mutual agreement between the Company and Executive.

    


    2.           Duties and
obligations.

    


    (a)
Executive shall serve as Executive Vice President of the Company and President
of the admitted insurance company subsidiary. In Executive’s capacity, Executive
shall do and perform all services, acts, or things necessary or advisable to
manage and conduct the business of Company, including the hiring and firing of
all employees, subject at all times to the policies set forth by the President
of the Company, and to the consent of the President  when required by
the terms of this contract, and in conformity with the By-laws of the
Company.

    


    (b)
During the period of Executive’s Executive Employment, Executive shall devote
sufficient time necessary to fulfill the duties of the offices
held..  If elected, he shall serve as a director and/or officer of the
Company and any of its subsidiaries and affiliates (hereinafter collectively
referred to as “Company Subsidiaries”) and shall perform duties customarily
incidental to such offices.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  During
the term of employment, Executive shall diligently and conscientiously devote
the necessary time, attention and effort to the tasks which the President shall
assign to him/her.  The expenditure of time for educational,
charitable and professional activities shall not be deemed a breach of this
Agreement if those activities do not materially interfere with the services
required under this Agreement and shall not require the prior written consent of
the President.  If the Executive is elected or appointed as a director
or committee member, Executive shall serve in such capacity or capacities
without further compensation unless agreed to in writing by the parties
hereto.  Nothing herein shall be construed, however, to require the
Executive’s election or appointment as a director or an officer.

    


    (d) The
Executive shall exert his/her best efforts and devote substantially all of
his/her time and attention to the Company's affairs. The Executive shall be in
charge of the operation of the Company, and shall have full authority and
responsibility, subject to the general direction, approval, and control of the
Company's President, for formulating policies and administering the Company in
all respects..  Executive shall at all times, discharge his/her duties
in consultation with, and under the supervision of, the Company’s
President.  In the performance of Executive’s duties, Executive shall
make his/her principal office in such place as the Company’s President and Chief
Executive Officer may, from time to time, agree.

    


    (e)  Competitive Activities and
Restrictions.

     

    (1)  During
the term of this contract Executive shall not, directly or indirectly, either as
an employee, company, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in any
manner whatsoever with the business of Company without the prior written consent
of the Company, however, this limitation shall not extend to any business
dealings and relationships regarding and relating to Pacel
Corporation.

     

    (2)
Executive agrees that during the term of this contract and for a period of two
(2) years after termination of this Agreement, Executive shall not directly or
indirectly solicit, hire, recruit, or encourage any other employee of Company to
leave Company.

     

    (3)  Restrictive
Covenant.  For a period of two (2) years after the termination or
expiration of this Agreement, the Executive shall not, within a radius of fifty
(50) miles from the present place of the Company's corporate office at the time
termination, directly or indirectly, own, manage, operate, control, be employed
by, participate in, or be connected in any manner with the ownership,
management, operation, or control of any business similar to the type of
business conducted by the Company at the time this Agreement terminates. In the
event of the Executive's actual or threatened breach of this paragraph, the
Company shall be entitled to a preliminary restraining order and injunction
restraining the Executive from violating its provisions. Nothing in this
Agreement shall be construed to prohibit the Company from pursuing any other
available remedies for such breach or threatened breach, including the recovery
of damages from the Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)  For
a period of twenty-four (24) months after this Agreement has been terminated for
any reason, regardless of whether the termination is initiated by Company or
Executive, or for a period of time equal to the length of Executive's employment
with Company if such tenure is less than twenty-four (24) months, Executive will
not, directly or indirectly, solicit any person, company, firm, or corporation
who is or was a customer of Company during a period of five (5) years prior to
the termination of Executive's employment. Executive agrees not to solicit such
customers on behalf of himself or any other person, firm, company, or
corporation.

     

    (5) The
Executive agrees that for a period of six (6) months after the termination of
his/her employment with Company, regardless of whether the termination was
initiated by Company or Executive, he will not accept employment with, or act as
a consultant, contractor, advisor, or in any other capacity for, a competitor of
the Company, or enter into competition with the Company, either by himself or
through any entity owned or managed in whole or in part by the Executive, within
a fifty (50) mile radius of Company's corporate office at the time termination,
in which the Executive worked, however, this limitation shall not extend to any
business dealings and relationships regarding and relating to Verge, Inc. The
term ''competitor,'' as used herein, means any entity primarily engaged in the
business of providing delivery and management services, or primarily engaged in
any other business in which Company engages subsequent to the date of this
Agreement.

     

    (6) The
parties have attempted to limit Executive's right to compete only to the extent
necessary to protect Company from unfair competition. The parties recognize,
however, that reasonable people may differ in making such a determination.
Consequently, the parties hereby agree that, if the scope or enforceability of
the restrictive covenant is in any way disputed at any time, a court or other
trier of fact may modify and enforce the covenant to the extent that it believes
the covenant is reasonable under the circumstances existing at that
time.

     

    (7)
Executive further acknowledges that (i) in the event Executive’s employment with
Company terminates for any reason, regardless of whether the termination is
initiated by Company or Executive, Executive will be able to earn a livelihood
without violating the foregoing restrictions; and (ii) Executive’s ability to
earn a livelihood without violating such restrictions is a material condition of
Executive’s employment with Company.

     

    (f)  Uniqueness of Executive’s
Services.  Executive represents and agrees that the services to
be performed under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Executive therefore expressly agrees that Company, in addition to
any other rights or remedies that Company may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
contract by Executive.

    


    3.           Vacations and Personal
days.  Executive shall be entitled to annual vacations and
Personal Days off excluding company holidays, during which time his/her Salary
and compensation shall be paid, in a manner commensurate with his/her status as
a principal executive.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           Salary, Compensation,
Incentives and Benefits.

    


    (a)
During the period of Executive Employment, the Company shall pay to Executive a
salary (“Salary”), to be fixed by the President, from time to time, during that
period.  In no event, however, shall Executive’s Salary be less than
the compensation presently received by Executive.  Currently and as of
the date of this Agreement, Executive is paid an annual compensation of two
hundred thousand dollars ($200,000) and in addition, a bonus incentive package.
However, at the discretion of the President, the President can elect to
compensate Executive with three times the value of any salary withheld in stock
options or can accrue one half of the salary in the form of a note with five
(5%) percent annual interest. The bonus incentive package will hereafter conform
to the provisions of Paragraph 4(b) below.  Executive shall be in
accordance with the Company’s normal payroll schedule.  In addition,
to all other remuneration provided for in this Agreement, if Executive serves at
any time as a Director, Executive shall be entitled to receive at the discretion
of the Company, Company Subsidiaries or affiliate a Director’s fee for such
services.  Salary and compensation payments shall be subject to
withholding and other applicable taxes.  Annual Salary increases are
to be based upon a percentage of the increase in annual revenues of the Company
as further set forth hereinafter.

    


    (b) Bonus Incentive
Package.

    


    (1)
Executive will receive incentive compensation equal to one and one-half percent
(1.5%) of the Company's ''income from operations,'' defined as the Company's net
income before taxes, amortization of intangible assets and interest on long-term
debt. Executive's incentive compensation will be calculated annually based on
the Company's audited financial statements for the fiscal year, and wi1l be
payable in lump sum on July 1 of each year. Such payments will be subject to
normal payroll deductions for state and federal withholding and social security
taxes. Company shall pay to Executive a bonus in an amount equal to 25% of
Executive’s base annual salary in each of the first two (2) fiscal years that
Company’s EBITDA is one dollar ($1.00) or greater.

     

    (c) Benefits

     

    (1)
Executive may participate in all Company sponsored health, dental, 401(k) and
any other plans offered by the Company. The Company shall pay all expenses
related to such programs, except matching requirements in the Company 401(k)
programs.

     

    (2)  Profit-Sharing Based on
Performance.

    


    (i)  For each fiscal year of
Company in which the net profits of Company exceed Two Hundred Fifty Thousand
($250,000) Dollars or
the net profits of Company for that fiscal year exceed the net profits of
Company for the previous fiscal year by Fifteen (15%) percent, whichever is
less, Company agrees to pay Executive, within three (3) months after the close
of that fiscal year, an annual profit-sharing payment equal to Six and one
quarter (6.25%) percent of that excess, provided, however, that the total amount
of this payment shall not exceed One Million ($1,000,000)
Dollars.  For purposes of this subparagraph, the “net profits” shall
be the net profits as reflected on either the audited financials or the
Company’s tax returns, whichever value for the net profits is less.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  If the employment term
is terminated by Company for cause, Executive shall not be entitled to any
portion of the annual profit-sharing payment for the fiscal year in which that
termination occurs.  However, if this contract should expire or be
terminated for reasons other than cause, Executive shall be entitled to a
percentage of the annual profit-sharing payment equal to the percentage of the
fiscal year worked.

    


    (iii)  For the purpose of
determining the amount of the annual profit sharing bonus, the net profits of
Company shall be determined by a certified accountant then employed by
Company.

    


    (3) Stock Bonus.  For each
fiscal year of Company in which the net profits of Company exceed Two Hundred
Fifty Thousand ($250,000) Dollars or the net profits of Company
for that fiscal year exceed the net profits of Company for the previous fiscal
year by Fifteen (15%) percent, whichever is less, Company agrees to transfer to
Executive each year during the term of Executive Employment, within one (1)
month after the close of each fiscal year during all of which the Executive
served as Vice President of the Company, the number of shares of Company's stock
equal in value to Seventy-Five Thousand ($75,000) Dollars.  For the
purpose of determining the number of shares to be transferred to Executive, the
shares shall be valued, as of the close of each fiscal year, under one of the
following formulas:

    


    (i) if
the Company is not publicly traded then the value of each share shall be equal
to One ($1.00) Dollar; or

    


    (ii) if
the Company is publicly traded then the value of each share shall computed at a
fifteen (15%) percent discount to market based upon an average of the previous
ten (10) day closing bid price.

    


    (4) Stock
Option./Stock Warrant

    


    (i)  The
Company hereby grants Executive an option to purchase shares of the Company’s
Common Stock in accordance with the ”Stock Option Purchase Plan” currently under
revision by the Company.

    


    (ii) This option is not
assignable.

    


    (iii) This option may only be exercised
by Executive during the term of Executive’s employment hereunder. However, in
the event that the employment term is terminated by Company for reasons other
than for cause, Executive shall retain the right to exercise any unused portion
of the option until either the day on which this Agreement would have terminated
naturally or two years from the date of termination, whichever is
earlier.

    


    (c) This Agreement shall not be in lieu
of any rights, benefits and privileges to which Executive may be entitled to as
an Executive of the Company under any retirement, pension, profit-sharing,
insurance, hospital or other plans which may now be in effect or which may
hereafter be adopted.  Executive shall have the same rights and
privileges to participate in such plans and benefits as any other Executive
during Executive’s period of Executive Employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Expenses.

    


    (a)  The
Company shall reimburse Executive for any specific expenditure incurred for
travel, lodging, entertainment and similar items upon the presentation to
Company of an itemized account of such expenditures.  Each such
expenditure shall be reimbursable only if it is of a nature qualifying it as a
proper deduction on the federal and state income tax return of
Company.

    


    6.           Indemnification. The
Company shall indemnify the Executive and hold him harmless for all acts or
decisions made by him in good faith while performing services for the Company
and Company Subsidiaries and affiliates. The Company shall also use its best
efforts to obtain coverage for him under any insurance policy now in force or
hereinafter obtained during the term of this Agreement covering the other
officers and directors of the Company and Company Subsidiaries and affiliates
against lawsuits. The Company shall pay all expenses including attorney's fees,
actually and necessarily incurred by the Executive in connection with the
defense of such act, suit or proceeding, and in connection with any related
appeal, including the cost of court settlements.

    


    7.           Incapacity and
Termination.

    


    (a) "Cause" for termination shall mean
(i) Employee's conviction of a felony against Employer or (ii) acts of Employee
which, in the unanimous judgment of the Board, constitute willful fraud on the
part of Employee in connection with his/her duties under this Agreement,
including misappropriation or embezzlement in the performance of duties as an
employee of the Company, or willfully engaging in conduct materially injurious
to the Company and in violation of the covenants contained in this
Agreement.

    


    (b) Termination.  This
Agreement may be terminated by the Company with the express approval of the
President, without prior notice to Executive on account of Executive’s gross
misconduct, a violation of this Agreement, habitual neglect of the Executive to
perform his/her duties under this Agreement, Executive’s acts of dishonesty or
other conduct which damages the reputation or standing of the Company,
Executive’s unauthorized disclosure of confidential information or trade
secrets, dishonesty, fraud, misrepresentation or other acts of moral turpitude
as would prevent the effective performance of Executive’s duties and Executive’s
breach of Executive’s duty of loyalty to Company.

    


    8.    Executive’s Stock Holdings
in Company

    


    (a)  Disposition of Stock during
Lifetime.  Except to the extent as provided for by Rule 144 of
the Securities and Exchange Act, Executive may dispose of any of the shares of
stock of the Company now or hereafter owned by him.  The word
"dispose" as herein used shall mean to sell, assign or transfer, with or without
consideration, encumber, pledge, hypothecate, or otherwise dispose of shares of
stock in the Company.

     

    9.           Ownership in
Company.  All ideas, inventions, trademarks, and other
developments or improvement conceived by Executive, alone or with others, during
the term of employment, whether or not during working hours, that are within the
scope of Company's business operations, or that relate to any Company or Company
Subsidiaries work or projects, are the exclusive property of the Company.
Executive agrees to assist the Company and Company Subsidiaries, at its expense,
to obtain patents on any patentable ideas, inventions, trademarks, and other
developments, and agrees to execute all documents necessary to obtain the
patents in the name of the Company or Company Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.           Nondisclosure.  Executive
shall be dealing with Company's confidential information, inventions, trade
secrets, and processes which are Company's sole and exclusive
property.  Executive agrees that Executive shall neither disclose to
anyone, directly or indirectly, without the prior written consent of the
President, Company's confidential information nor will Executive use said
confidential information outside the scope of Executive’s employment. All
documents that Executive prepares and all confidential information provided to
Executive as a result of or related to Executive’s employment shall, at all
times, remain the exclusive property of the Company, and will remain in
Company's possession on its premises. Under no circumstances, may Executive
remove any confidential information or documents from Company's
premises.

     

    11.           Client
Information.  The Executive acknowledges that the list of the
Company's Clients and Brokers, as the Company may determine from time to time,
is a valuable, special, and unique asset of the Company's business. The
Executive shall not, during and after the term of his/her employment, disclose
all or any part of the Executive's customer list to any person, firm,
corporation, association, or other entity for any reason or purpose. In the
event of the Executive's breach or threatened breach of this paragraph, the
Company shall be entitled to a preliminary restraining order and an injunction
restraining and enjoining the Executive from disclosing all or any part of the
Company's Client list and from rendering any services to any person, firm,
corporation, association, or other entity to whom all or any part of such list
has been, or is threatened to be, disclosed. In addition to or in lieu of the
above, the Company may pursue all other remedies available to the Company for
such breach or threatened breach, including the recovery of damages from the
Executive.

     

    12.           Trade
Secrets.

     

    (a)  The parties acknowledge
and agree that during the term of this agreement and in the course of the
discharge of Executive’s duties hereunder, Executive shall have access to and
become acquainted with financial, personnel, sales, scientific, technical and
other information regarding formulas, patterns, compilations, programs, devices,
methods, techniques, operations, plans and processes that are owned by Company,
actually or potentially used in the operation of Company's business, or obtained
from third parties under an agreement of confidentiality, and that such
information constitutes Company's ''trade secrets.''

     

    (b)  Executive specifically
agrees that Executive shall not misuse, misappropriate, or disclose in writing,
orally or by electronic means, any trade secrets, directly or indirectly, to any
other person or use them in any way, either during the term of this agreement or
at any other time thereafter, except as is required in the course of Executive’s
employment.

     

    (c)  Executive acknowledges
and agrees that the sale or unauthorized use or disclosure in writing, orally or
by electronic means, of any of Company's trade secrets obtained by Executive
during the course of Executive’s employment under this agreement, including
information concerning Company's actual or potential work, services, or
products, the facts that any such work, services, or products are planned, under
consideration, or in production, as well as any descriptions thereof, constitute
unfair competition. Executive promises and agrees not to engage in any unfair
competition with Company, either during the term of this Agreement or at any
other time thereafter

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Executive further agrees
that all files, records, documents, drawings, specifications, equipment,
software, and similar items whether maintained in hard copy or on-line relating
to Company's or Company Subsidiaries’ business, whether prepared by Executive or
others, are and shall remain exclusively the property of Company and that they
shall be removed from the premises or, if kept on-line, from the computer
systems of Company only with the express prior written consent of the
Company.

     

    13.           Use of Executive’s
Name.

     

    (a) Company shall have the right to use
the name of Executive as part of the trade name or trademark of Company if it
should be deemed advisable to do so. Any trade name or trademark, of which the
name of Executive is a part, that is adopted by Company during the employment of
Executive may be used thereafter by Company for as long as Company deems
advisable.

     

    (b) Executive shall not, either during
the term of this Agreement or at any time thereafter, use or permit the use of
Executive’s name in the trade name or trademark of any other enterprise if that
other enterprise is engaged in a business similar in any respect to that
conducted by Company, unless that trade name or trademark clearly indicates that
the other enterprise is a separate entity entirely distinct from and not to be
confused with Company and unless that trade name or trademark excludes any words
or symbols stating or suggesting prior or current affiliation or connection by
that other enterprise or its employees with Company.

    


    14.           Non-transferability.  Neither
Executive, Executive’s spouse, nor their estates shall have any right to
commute, anticipate, encumber or dispose of any payment under this
Agreement.  Such payments and accompanying rights are non-assignable
and nontransferable, expect as otherwise specifically provided for in this
Agreement.

    


    15.           Breach of the
Agreement.  In the event of any claimed breach of this
Agreement, the party claimed to have committed the breach will be entitled to
written notice of the alleged breach and a period of ten (10) days in which to
remedy such breach. Executive acknowledges and agrees
that a breach of any of the covenants contained in this Agreement will result in
irreparable and continuing harm to the Company for which there will be no
adequate remedy at law. The Company will be entitled to preliminary and
permanent injunctive relief to restrain Executive from violating the terms and
conditions of this Agreement in addition to other available remedies, at law and
in equity.

     

    (1)
Executive acknowledges that: (i) compliance with Paragraphs 2(e), (f), and (g)
is necessary to protect the Company's business and good will; (ii) a breach of
those Paragraphs will irreparably and continually damage Company; and (iii) an
award of money damages will not be adequate to remedy such harm.

     

    (2)
Consequently, Executive agrees that, in the event he breaches or threatens to
breach any of these covenants, Company shall be entitled to both: (i) a
preliminary or permanent injunction in order to prevent the continuation of such
harm; and (ii) money damages, insofar as they can be determined, including,
without limitation, all reasonable costs and attorneys' fees incurred by the
Company in enforcing the provisions of this Agreement. Nothing in this
Agreement, however, shall prohibit Company from also pursuing any other
remedy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3) If,
after the expiration of the two (2) year period referred to in Paragraph 2(e)
hereof, Executive becomes affiliated with any business that competes with
Company, either as a shareholder, manager, partner, creditor, employee,
consultant, agent or independent contractor, or a customer or account of Company
becomes a customer or account of the competing business with which Executive is
affiliated, this fact shall be presumptive evidence that Executive has breached
the terms of this Agreement, and the burden of proving otherwise shall rest upon
Executive.

     

    (4) As
money damages for the period of time during which Executive violates these
covenants, Company shall be entitled to recover the full amount of any fees,
compensation, or other remuneration earned by Executive as a result of any such
breach.

    


    16.           Binding
Effect.  This Agreement shall inure to the benefit of, and be
binding upon, the Company, its successors and assigns, including without
limitation, any person, partnership, company or corporation which may acquire
substantially all of the Company’s assets or business or with or into which the
Company may be liquidated, consolidated or otherwise combined.  In
addition, this Agreement shall inure to the benefit of, and be binding upon,
Executive, Executive’s heirs, distributes and personal
representatives.

    


    17.           Waiver.  The
failure of either party to insist in any one or more instances upon performance
of any term or condition of this Agreement shall not be construed as a waiver of
future performance.  The obligations of either party with respect to
such term, covenant or condition shall continue in full force and
effect.

    


    18.    Notice.  Any
notice given hereunder shall be in writing and delivered or mailed by first
class mail and either reputable overnight delivery service or registered
certified mail return receipt requested to the parties at the following
addresses:

     

    
      	
              For the
      Executive

              The
      address of record

              contained
      in the payroll

              records
      of the company. 

            	
              For the
      Company

              The
      current corporate office

              address
      as reported on the

              most recent public
filing.

            


    

                                                      

    21.           Binding
Effect.  This Agreement shall inure to the benefit of, and be
binding upon, the Company, its successors and assigns, including without
limitation, any person, partnership, company or corporation which may acquire
substantially all of the Company’s assets or business or with or into which the
Company may be liquidated, consolidated or otherwise combined.  In
addition, this Agreement shall inure to the benefit of, and be binding upon,
Executive, Executive’s heirs, distributes and personal
representatives.

    


    22.           Waiver.  The
failure of either party to insist in any one or more instances upon performance
of any term or condition of this Agreement shall not be construed as a waiver of
future performance.  The obligations of either party with respect to
such term, covenant or condition shall continue in full force and
effect.

    


    23.           Entire
Agreement.  This Agreement supersedes all previous agreements
between Executive and Company and contains the entire understanding and
agreement between the parties with respect to its subject
matter.  This Agreement cannot be amended, modified or supplemented in
any respect except by a subsequent written agreement entered into by both
Executive and Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24.           Headings.  Headings
in this Agreement are for convenience purposes only and shall not be used to
interpret or construe its provisions.

    


    25           Governing
Law.  This Agreement shall be construed in accordance with and
be governed by the laws of the sate of North Carolina.

    


    26           Arbitration.  Any
dispute or claim arising from or in any way related to this agreement shall be
settled by arbitration in state of residence of the Executive. All arbitration
shall be conducted in accordance with the rules and regulations of the American
Arbitration Association or similar reputable arbitration service ("AAA"). AAA
shall designate a panel of three arbitrators from an approved list of
arbitrators following both parties' review and deletion of those arbitrators on
the approved list having a conflict of interest with either party. Each party
shall pay its own expenses associated with such arbitration.  A demand
for arbitration shall be made within a reasonable time after the claim, dispute
or other matter has arisen and in no event shall such demand be made after the
date when institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable statutes
of limitations.  The decision of the arbitrators shall be rendered
within sixty (60) days of submission of any claim or dispute, shall be in
writing and mailed to all the parties included in the
arbitration.  The decision of the arbitrator shall be binding upon the
parties and judgment in accordance with that decision may be entered in any
court having jurisdiction thereof.

    


    27           Severability.  If
any provision of this Agreement is held to be illegal or invalid by a court of
competent jurisdiction, such provision shall be deemed to be severed and deleted
and neither such provision, nor its severance and deletion, shall affect the
validity of the remaining provisions.

    


    IN WITNESS HEREOF, the parties
have executed this Agreement the day and year above written.

     

    
      	Executive	 	 	Company	 
	 	 	 	 	 
	
              /s/ PAUL
      HALTER

            	 	 	
              /s/ GARY
      MUSSELMAN

            	 
	
              Signature

            	 	 	
              The Resourcing
      Solutions Group, Inc.

            	 
	
               

            	 	 	
              By: Gary
      Musselman

            	 
	 	 	 	President/CEO