rsg_ex103.htm


    Exhibit
10.3

    


     

    STOCK PURCHASE
AGREEMENT

     

    THIS
AGREEMENT, made and entered into this 30th day of December, 2004, by and between
THE RESOURCING SOLUTIONS GROUP,INC, a Nevada corporation (hereinafter called the
"Seller"), ASMARA SERVICES I, INC., a North Carolina corporation (the
"Corporation"), and PACEL CORP., a Virginia corporation (hereinafter called the
"Buyer").

     

    WITNESSETH:

     

    WHEREAS,
Seller owns, of record and beneficially, all of the issued and outstanding
shares of stock of Corporation; and

     

    WHEREAS,
the Seller desires to sell to the Buyer, and the latter desires to purchase from
Seller, all of the shares of stock of Corporation issued and outstanding at
closing; and

     

    WHEREAS,
the parties desire to stipulate all of the terms, conditions and covenants of
such purchase and sale;

     

    NOW,
THEREFORE, in consideration of the premises, the representations, warranties and
mutual covenants contained herein, IT IS AGREED:

     

    ARTICLE
I

    


    REPRESENTATIONS AND
WARRANTIES OF SELLER

     

    The
Seller represents, warrants, covenants and agrees that the following are true
and correct on the date hereof and will continue true and correct on each day
through the closing date as though made as and of such date:

     

    1.1
Organization and Qualification. The Corporation is duly organized and existing
under the laws of the state of North Carolina and has all necessary legal and
corporate authority required to own, lease and operate its assets and properties
and carry on its business at and in the place(s) where such business is now
conducted and such properties are now owned, leased or operated, and it is duly
qualified to do business and is in good standing in every jurisdiction in which
its ownership or leasing of real property or the nature of the business
conducted by it makes such qualification necessary.

     

    1.2
Capital Stock. The authorized capital stock of the Corporation consists solely
of 100,000 shares of no par value common stock of which 100 shares are issued
and outstanding. All of the issued and outstanding shares are duly and validly
issued, fully paid and non assessable and were not issued in violation of any
preemptive or similar right.

     

    1.3
Options, Etc. There are no outstanding options, warrants, rights, contracts or
agreements of any kind for the issuance (upon conversion, exercise or otherwise)
or sale of any additional shares of capital stock of the Corporation or for the
issuance or sale of any other securities or obligations of the Corporation or
for the purchase from the Corporation of any of its shares. Seller has ownership
and control, both legally and beneficially, of all of the issued and outstanding
capital stock of the Corporation and no other person or entity, including but
not limited to Engineered Structural Systems, Inc., has any ownership right or
claim with respect thereto.

     

    1.4
Stockholders. Seller owns of record and beneficially 100 shares of the issued
and outstanding capital stock of the Corporation, which constitutes one hundred
percent (100%) of the outstanding capital stock of the Corporation and all said
shares are owned by Seller free and clear of any pledge, lien, encumbrance or
agreement of any kind restricting transfer or sale. Seller is not subject to any
restriction restricting the transfer contemplated by this Agreement; and Seller
has valid and marketable title to the shares held by him, with full legal right,
power and authority to execute, deliver and perform his obligations under this
Agreement and to transfer and deliver his shares of the Corporation to Buyer in
the manner provided by this Agreement.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    1.5
Affiliates. The Corporation owns 99% of N.C.S. LLC a North Carolina Limited
Liability Company.

     

    1.6
Liabilities. Except as shown on the Balance Sheets, the Corporation has no
liability or obligation, absolute or contingent, known or unknown, which is not
reflected, reserved against or provided for to the full extent thereof on the
Balance Sheets. There are no wages, bonuses, commissions, loans or other amounts
due or payable by the Corporation to Seller or any affiliate of Seller or to
other employees of the Corporation.

     

    1.7
Taxes. The Federal income tax returns of the Corporation have been filed or will
be filed for all periods to and including December 2003, and all taxes shown on
said returns have been paid or provided for in the latest Balance Sheet. The
Corporation is not delinquent in the filing of any federal or any state or local
tax returns or reports and all taxes shown on said returns or due for any period
prior to closing, including returns not yet filed, have been paid or accrued for
in the latest Balance Sheet; and, with regard to such returns or reports, the
examination of which has been concluded by the appropriate governmental
authority, all assessments and deficiencies or increases proposed have either
been paid or are included in the liabilities or accruals for taxes provided for
in the latest Balance Sheet. Any and all assessments and deficiencies or
increases proposed as a result of any and all examinations or audits of any
returns concluded by any taxing authority have either been paid or are included
in the liabilities or accruals for taxes provided for in the latest Balance
Sheet.

     

    1.8
Litigation and Proceedings. There are no actions, suits, proceedings or
investigations pending or threatened against the Corporation at law or in equity
or before any governmental department, commission, board, agency or
instrumentality, and there have been no occurrences prior to Closing which could
result in any action, suit, proceeding or investigation. The Corporation is
not in default with respect to or bound by any order,
injunction or decree of any court, governmental department, commission, board,
agency or instrumentality. Seller has no knowledge or reasonable basis for
knowledge of any threatened actions, suits, proceedings or investigations
pending against the Corporation at law or in equity or before any governmental
department, commission, board, agency or instrumentality.

     

    1.9
Adverse Agreements. Neither the Corporation nor the Seller is a party to any
contract or agreement which will survive the Closing, nor is the Corporation
subject to any charter provision or other legal restriction that prevents or
restricts complete fulfillment of all the terms and conditions of this Agreement
or compliance herewith or which materially and adversely affects the business,
property, assets or condition, financial or otherwise, of the
Corporation.

     

    1.10
Absence of Certain Changes or Events. Since the latest Balance Sheet Date, the
Corporation has not (i) borrowed or agreed to borrow any funds or incurred, or
become subject to, any obligation or liability, absolute or contingent; (ii)
paid any obligation or liability (absolute or contingent) other than current
liabilities reflected as shown in the latest Balance Sheet provided pursuant to
this Agreement and current liabilities incurred since that date in the ordinary
course of business; (iii) mortgaged, pledged or subjected to lien, charge or
encumbrance any of its assets, real or personal, tangible or intangible, or
canceled any of its debts or claims, except in each case, in the ordinary course
of business; (iv) suffered any losses or waived or released any rights of value,
(v) issued or delivered or contracted to issue or deliver any stocks, bonds or
other corporate securities, or granted or agreed to grant any options (including
employee stock options) or warrants calling for the issue thereof; (vi)
increased, decreased or reclassified its capital stock or amended its Articles
or Bylaws; (vii) declared or made or agreed to declare or make any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
(except as herein specifically set forth), or redeemed or purchased or agreed to
purchase or redeem, any shares of its stock; (viii) made any accrual or
arrangement for a payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or employee; (ix)
declared any compensation payable or to become payable to any of its officers or
employees or adopted any profit sharing, bonus, deferred compensation, insurance
provision, retirement or any other employee benefit plan, payment or arrangement
for or with any such officers or employees; or (x) entered into any other
transaction, except as contemplated by this Agreement.

     

    1.11
Scheduled Property. The Corporation does not own or lease any real or tangible
personal property. The Corporation has and on the closing date will have good
and marketable title to all of its properties and assets reflected in the
Closing Financial Statements free and clear of all defects, liens, encumbrances,
claims or rights of third parties.

     

    1.12
Material Change. Since the Balance Sheet Date, there has not been:

     

    (a) Any
change in the Corporation's business or in its condition, financial or
otherwise, other than changes in the ordinary course of business, none of which
is materially adverse;

     

    (b) Any
damage, destruction or loss, whether or not covered by insurance, materially and
adversely affecting the ability of the Corporation to conduct its business; or
any other damage, destruction or loss of any material nature;

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    (c) Any
labor dispute or any event or condition of any character materially and
adversely affecting the business of the Corporation;

     

    (d) Any
event or condition of any character, materially and adversely affecting the
Corporation's business, prospects or state unemployment tax rate.

     

    1.13
Contracts, Leases, Etc. The Corporation has no existing contracts (whether
written or oral) of any nature except through its subsidiary N.C.S. LLC which
has a contractual right to provide Workers Compensation Insurance through the
Phoenix Fund. The Corporation has performed in all material respects all
obligations required to be performed by it and is not in default in any material
respect, under any previous agreement, obligation or other commitment (oral or
written), leases or license agreements or franchise agreements to which it was a
party or to which it was bound. The Corporation is not a guarantor or
secondarily liable for the payment of any debt, liability or
dividend.

     

    1.14
Compliance With Laws. The Corporation has complied with all laws, regulations,
ordinances and orders applicable to its businesses and properties, and no notice
has been given to the Corporation claiming any violation thereof.

     

    1.15
Conduct of Business. Pending closing and except as may first be approved by
Buyer in writing, or as is otherwise permitted by this Agreement.

     

    (a) The
business of the Corporation will be conducted only in its ordinary course and
the character of such business shall not be changed nor any different business
undertaken;

     

    (b) No
material contract, commitment or understanding of any kind will be entered into
by and on behalf of the Corporation;

     

    (c) No
material business decision or action shall be made or taken;

     

    (d) The
Corporation and the Seller will duly comply and act in accordance with the
provisions of the representations and warranties contained in this
Agreement.

     

    (e)
Consents. No consents of any person will be required in order effectively to
preserve to the Corporation the rights and benefits it is currently entitled to
after closing or in order to close the transactions contemplated hereby.

     

    1.16
Governmental Authorization. The Corporation has all licenses, franchises,
permits and other governmental authorizations that are required in connection
with its business as conducted on the date hereof.

     

    1.17
Disclosure. No statement of fact by Seller in this Agreement or in any statement
furnished or to be furnished to Buyer pursuant hereto or in connection with any
transaction contemplated hereby contains or will contain any untrue statement of
a material fact or will omit to state a material fact necessary to make the
statements herein or therein not misleading.

     

    1.18
Stock. Seller hereby represents and warrants that the original certificates
evidencing the issued and outstanding shares of Corporation have been
transferred in accordance with the laws of North Carolina to buyer.

     

    ARTICLE
II

    


    REPRESENTATIONS AND
WARRANTIES OF BUYER

     

    Buyer
represents, warrants, covenants and agrees that the following are true and
correct on the date hereof and will continue true and correct on the closing
date as though made as and of such date:

     

    2.1
Status. Buyer is a corporation, not a minor, not in the military service and is
compis mentis.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    2.2
Restrictions. Buyer is not subject to any restrictions contained in any
agreement or decree which would prevent the consummation of the transactions
contemplated by this Agreement, nor will such transactions result in the breach
of any term or provision or constitute a default under any such
document.

     

    2.3
Authorization. This Agreement has been duly approved by Buyer.

     

    ARTICLE
III

    


    SALE OF
STOCK

     

    Subject
to and in reliance upon the representations, warranties, covenants and
agreements herein contained and subject to the terms and conditions herein
stated:

     

    3.1
Agreement to Sell. Seller agrees to sell, transfer and deliver to Buyer on the
closing date all of the issued and outstanding capital stock of the Corporation
(the "Stock"), and Buyer agrees to purchase from Seller on the closing date all
of said stock for a total purchase price equal Three Hundred Thousand and
no/100ths DOLLARS ($300,000.00).

     

    3.2
Payment of Purchase Price. The purchase price shall be payable in cash at
Closing.

     

    3.3
Closing. The closing of the sale provided by this agreement shall be at the
office of Seller on the 30th day of December, 2004 (the "Closing Date"), unless
accelerated or extended by mutual agreement of the parties. If the parties
agree, the transaction may be closed by mail. At the closing Seller shall
deliver to Buyer all of the issued and outstanding shares of stock of the
Corporation duly endorsed for transfer with signatures notarized or accompanied
by duly executed stock powers with signatures notarized, in exchange for the
payment and delivery to Seller of the purchase price. In addition, (a) Seller
shall deliver to Buyer (i) the minute books, stock books, stock transfer books,
corporate seal, files, ledgers, books of account, contracts and other valuable
papers and assets of the Corporation, (ii) the written resignations of each
director and officer of the Corporation, (iii) all policies of insurance issued
to or for the benefit of the Corporation currently in effect, and all policies
expired but covering claims not barred by any Statute of Limitations, and (iv) a
Certificate of Good Standing of the Corporation from the State of North
Carolina, dated not more than ten (10) days prior to the closing; and (b) the
parties shall deliver or cause to be delivered any other certificates, opinions
or other documents required as provided for under this Agreement.

     

    3.4
Deposits and Closing & Expenses. Seller shall have the right to the refund
of any deposits (e.g., for utilities, leaseholds, etc.). Each party shall be
responsible for their own attorney's fees and other costs in connection with the
closing of the transaction contemplated by this Agreement.

     

    3.5
Certain Assets of the Corporation. Notwithstanding anything to the contrary
contained herein or appearing on any Balance Sheets or Income Statements
attached hereto, all of the assets of the Corporation, after payment of all
liabilities of the Corporation, shall be distributed to Seller prior to closing
and shall become the property of Seller, it being the intention of the parties
that the Buyer receive the Corporation with only the Retained Assets and no
current or long-term liabilities of any kind.

     

    3.6
Leases, Contracts, and Employees. Seller shall at or before closing terminate or
assume and have the Corporation released from all liability under each lease
covering real property leased by the Corporation; and Buyer and the Corporation
are hereby indemnified and held harmless by Seller of and from any liability
thereon in accordance with the indemnification provisions hereinafter set forth
in this Agreement. Seller shall at or before closing terminate or assume and
have the Corporation released from all liability under any and all contracts,
including but not limited to equipment leases, licenses and franchise agreements
to which the Corporation is a party; and Buyer and the Corporation shall be
indemnified by Seller of and from any liability thereon in accordance with the
indemnification provisions hereinafter set forth in this Agreement.

     

    ARTICLE
IV

    


    INDEMNIFICATIONS AND
RELEASE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.1
Indemnification of Buyer.

     

    (a)
Agreement to Indemnify. Seller agrees to indemnify and hold harmless the Buyer
and, after the closing date, the Corporation, against any and all losses,
claims, damages or liabilities (including the reasonable cost of investigating
or defending any alleged losses, claims, damages or liabilities and reasonable
counsel fees incurred in connection therewith) to which the Buyer or the
Corporation may become subject, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon (i) any liability of the
Corporation which arose on or before or is based upon events or transactions
occurring on or before the closing date; (ii) any commitment, contract,
indebtedness, liability or obligation of any nature of the Corporation
(including without limitation any liability for Federal, state or local income
or property taxes) as a result of transactions or occurrences prior to the
closing date; or (iii) any misrepresentation, breach of warranty or
non-fulfillment of any covenant or agreement on the part of the Seller under or
in connection with this Agreement, or (iv) any real property lease, contract,
equipment lease, license, franchise agreement, employee or employment matter
which Seller is required to terminate or to have the Corporation terminate or
which Seller is required to assume.

     

    (b)
Notice of Claims. In case any claim is made, any suit or action commenced, or
notice given of any administrative or other proceeding against the Buyer or the
Corporation or their successors in respect of which indemnity may be recovered
pursuant to this Paragraph 4.1 (a "Covered Claim"), the following provisions
shall apply:

     

    (i) The
Buyer shall promptly give written notice thereof to the Seller (for the purposes
of this Paragraph 4.1(b) references to the Buyer include the Buyer, the
Corporation and their respective successors) and within twenty (20) days after
the Buyer has given such notice, the Seller may give the Buyer written notice of
its election to participate in (or if the Buyer does not desire to defend, to
conduct) the defense thereof at its own expense (but if the Buyer shall
determine to defend it shall at all times have the right to conduct and control
the defense thereof);

     

    (ii) Any
covered claim may be settled, compromised or satisfied by the Buyer (whether or
not the Seller has elected to participate in the defense thereof) after notice
thereof by the Buyer to the Seller of the settlement terms and the Buyer's
intent to effect such settlement, unless within ten (10) days after such notice
the Seller notifies the Buyer of his election to assume (or if it is then
participating in the defense thereof, to continue) the defense of such covered
claim and posts a bond or cash collateral with the Buyer in the full amount
being claimed;

     

    (iii) Any
such settlement, compromise or satisfaction made by the Buyer, or any final
judgment or decree entered in any Covered Claim defended only by the Seller (or
with respect to which the Seller participated in the defense, or with respect to
which none of the parties hereto participated in the defense)
in accordance with this Paragraph 4.1 (b) shall be obligatory and binding upon
the Seller as fully as if it alone had assumed the defense thereof and a final
judgment or decree had been entered in such suit or action or with regard to
such claim by a court of competent jurisdiction for the amount of such
settlement, compromise, satisfaction, judgment or decree; and the Buyer shall be
entitled to indemnification to the extent provided in this Paragraph 4.1 with
respect to such settlement, compromise, satisfaction, judgment or decree,
irrespective of the nature of claims or liabilities respecting any of the
foregoing, or the manner in which any such claims or liabilities respecting any
of the foregoing, or the manner in which any such claims or liabilities arise
whether the same are meritorious or not, whether they are heretofore or
hereafter incurred, and whether any such losses, costs, expenses, damages or
liabilities are incurred or suffered by the Buyer as a result of any
investigation, proceeding, settlement or otherwise. Any cash collateral or bond
posted by Seller with the Buyer may be used to satisfy any claim which is
finally adjudicated.

     

    4.2
Release. Seller does hereby agree that, as of the closing date, Seller hereby
releases and holds Buyer and the Corporation harmless from any and all
liabilities and claims which Seller may have against Buyer and/or the
Corporation except (a) liabilities and claims arising out of this Agreement,
including, but not limited to, the obligation of Buyer to pay the purchase price
of the Stock to Seller in accordance with the provisions of Section 3.2 hereof,
and (b) any tax refund flowing to Seller through the Corporation for any period
prior to the closing date.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ARTICLE
V

     

    CONDITIONS TO
CLOSING

     

    5.1
Conditions of Buyer's Obligations. The obligations of Buyer hereunder are
subject to the satisfaction or the waiver thereof by Buyer in its absolute
discretion, of each of the following conditions on or before closing
date:

     

    (a)
Inspection of Books and Records. Buyer shall have inspected and reviewed the
books and records of the Corporation and any other information requested by
Buyer, and Buyer, in its sole discretion, shall not have any concerns about the
same. Seller will, immediately upon execution of this Agreement, make such books
and records available to Buyer and Buyer's representatives for inspection and
copying, and such books and records shall include, but shall not be limited to
all corporate state and federal tax returns for the past three (3) years, and
all invoices, purchase invoices, sales ledgers and invoice books for the past
three (3) years.

     

    (b)
Material Error, Access, Etc. Buyer shall not have discovered any material error,
misstatement or omission in any representations or warranties made herein, and
all of the terms and conditions in this Agreement to be complied with and
performed by Seller on or before closing date shall have been complied with and
performed. It is agreed that the Corporation shall give to the Buyer, and to
Buyer's counsel, accountants and other representatives, full access, during
normal business hours throughout the period from and after the date hereof until
closing, to its books, contracts, commitments and records
pertaining thereto, and shall furnish the Buyer during such period with all such
information concerning the Corporation's affairs as Buyer may reasonably
request. The foregoing shall not affect Buyer's right to rescind this Agreement
for any material misrepresentations made herein nor shall it affect Seller'
liability after closing, for any misrepresentation or omission in any of the
warranties and representations made herein.

     

    (c)
Adverse Development. There shall not have been any development in the
Corporation's business or tax status since the Balance Sheet Date, which would
have a materially adverse effect on the value thereof. (d) Delivery of Shares.
Seller shall deliver all of the Stock, in accordance with the terms hereof, to
Buyer at closing.

     

    5.2
Conditions of Seller's Obligations. The obligations of Seller hereunder are
subject to Seller not having discovered any material error, misstatement or
omission in any representations or warranties made herein, and all of the terms
and conditions in this agreement to be complied with and performed by Buyer on
or before the closing date shall have been complied with and
performed.

     

    5.3
Failure to Satisfy Condition. If any condition is not satisfied or waived on or
prior to the closing date, the party whose obligations are subject to such
satisfaction or waiver may at its or their option, terminate this Agreement
without further obligation. If this Agreement is so terminated, then neither
party shall be liable to the other for any costs, fees or expenses.

     

    ARTICLE
VI

    


    MISCELLANEOUS

     

    6.1
Governing Law. This agreement shall be construed and enforced under the laws of
the State of North Carolina.

     

    6.2
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Buyer, its heirs, personal representatives, successors and
assigns, and Seller, its heirs, personal representatives, successors and
assigns. Without limiting the foregoing, the Corporation's rights hereunder may
be enforced in its own name.

     

    6.3 Legal
and Accounting Fees. Unless the parties otherwise agree, since this Agreement is
for the sale by Seller of its stock in the Corporation, the Corporation shall
not be charged with any legal or accounting fees for services rendered relating
to this Agreement, negotiation therefor, or consummation thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.4
Notice. All notices necessary or desired to be given hereunder shall be in
writing and sent by certified or registered mail, postage prepaid, if for Seller
addressed to:

     

    Gary Musselman

    10108
Industrial Drive Pineville, North Carolina 28134

     

    and if
for Buyer addressed to it:

     

    Gary
Musselman

    10108
Industrial Drive Pineville, North Carolina 28134

     

    or to
such other address as any of the parties hereto may designate by certified mail,
as above provided and will be deemed given when deposited in the United States
mail.

     

    6.5
Representations and Warranties to Survive Closing. All representations,
warranties and agreements made by any party hereto in this Agreement or pursuant
hereto shall survive the closing date of this Agreement, and any investigation
made by or on behalf of any party. All statements contained herein or in any
certificate, exhibit, list or other document shall be deemed to be
representations and warranties.

     

    6.6
Headings. The various headings used in this Agreement are for convenience only
and shall not be used in interpreting the text of the Agreement.

     

    6.7
Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which together shall constitute
together one and the same instrument. A faxed signature shall, for the purposes
of this Agreement, be deemed an original.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Stock Purchase Agreement on
the day and year first above written.

     

    SELLER:

     

    THE RESOURCING SOLUTIONS GROUP,
INC

     

    
      	 	 	 	 	 	 
	
              By:  
      

            	
              /s/
      GARY A. MUSSELMAN

            	 	 	
            	 
	 	
              Gary
      A. Musselman, President

            	 	 	 	 


    

     

     

    BUYER:

     

    PACEL CORP.

    
       

      
        	 	 	 	 	 	 
	
                By:  
      

              	
                /s/
      GARY A. MUSSELMAN

              	 	 	
              	 
	 	
                Gary
      A. Musselman, President

              	 	 	 	 


      

       

      ASMARA SERVICES I,
INC.

       

      
        	 	 	 	 	 	 
	
                By:  
      

              	
                /s/
      GARY A. MUSSELMAN

              	 	 	
              	 
	 	
                Gary
      A. Musselman, President

              	 	 	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PROMISSORY NOTE

     

    $300,000.00 DECEMBER 30,
2004

     

    FOR VALUE
RECEIVED, the undersigned, PACEL CORP, INC ("Maker"), a Virginia corporation,
hereby promises to pay to the order of The Resourcing Solutions Group, Inc, a
Nevada company, the aggregate, principal sum of $300,000, together with interest
on the unpaid principal balance, in accordance with the schedule attached hereto
and incorporated herein.

     

    1. The
principal and interest indebtedness evidenced hereby shall be a payable in
accordance with Schedule 1 attached hereto and made a part hereof.

     

    2. All
payments on account of the indebtedness represented by this Note shall be
applied first to accrued and unpaid interest and the remainder to principal.
This Note may be prepaid by Maker at any time, in whole or in part, without
premium or penalty There shall be no default under paragraph 1(a) unless the
required amount is not received by the holder of this Note by the tenth day of
the month.

     

    3.
Payments shall be made to The Resourcing Solutions Group, Inc, care of Gary
Musselman, 10108 Industrial Drive, Pineville NC 28134, or such other address as
the holder of this Note may designate in writing.

     

    4. All
parties to this Note jointly and severally waive presentment for payment,
demand, protest, notice of protest and notice of dishonor

     

    5. In the
event of a default by Maker under this Note, the holder of this Note shall have
the following rights: (a) to enforce one or more remedies available to it under
law, equity or hereunder, and such action shall not operate to estop or prevent
it from pursuing any further remedy which it may have; (b) to declare the entire
unpaid balance due at any time; (c) to impose a late charge equal to five
percent (5%) of the unpaid amount if any payment to be made hereunder is not
received in full by the due date; and (d) to increase the rate of interest
applicable to the entire unpaid principal balance of this Note by an increment
of an additional five percent (5%) per annum, unless such increase exceeds the
maximum increase permitted by applicable law in such circumstances, in which
event said rate of interest shall be increased by that increment which is the
maximum increase permitted by law in such circumstances.

     

    6. This
Promissory Note shall automatically terminate and be cancelled upon the
occurrence of any of the following events: (i) failure of holder or its assigns
to pay each installment of the Loans as required by the terms of the Loans
described in Schedule 1 attached hereto, or a default under the terms of the
Loans; and (ii) a breach of the Stock Purchase Agreement (collectively referred
to as an "Event of Default"). Maker shall provide written notice of any such
Event of Default to holder, and this promissory Note shall terminate and be
cancelled as of the date of such notice. Maker shall have no further obligations
whatsoever under this Promissory Note after providing the notice described
herein.

     

    7. The
acceptance by the holder of this Note of any partial payment made hereunder
after the due date of any installment under this Note shall not establish a
custom or waive any rights of said holder to enforce prompt payment hereof.
Demand, presentment for payment, protest, and notice of nonpayment and protest
are hereby waived by the undersigned.

     

    8. By
exercising or failing to exercise any of its rights, options or elections
hereunder, the holder of this Note shall not be deemed to have waived any breach
or default on the part of Maker or to have released Maker from any of its
obligations hereunder, unless such waiver or release is in writing and signed by
the holder of this Note. In addition, the waiver by the holder of this Note of
any breach hereof or default in payment of any indebtedness secured hereby shall
not be deemed to constitute a waiver of any succeeding breach or
default.

     

    9. All
notices, demands, and other communications given hereunder shall be in writing
and shall be sent by overnight courier, to such address as the holder of this
Note or Maker shall have furnished the other in writing, and shall be deemed to
have been given at the time received.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10. All
agreements, conditions, and provisions of this Note shall apply to and bind the
successors and assigns of all parties hereto. Every provision hereof is intended
to be severable. If any provision of this Note is determined by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the balance of the provisions hereof
which shall remain binding and enforceable.

     

    11. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF NORTH CAROLINA. MAKER HEREBY IRREVOCABLY CONSENTS TO JURISDICTION
IN THE STATE OF NORTH CAROLINA AND VENUE IN THE COUNTY OF MECKLENBERG FOR SUCH
PURPOSES AND SERVICE OF PROCESS BY U.S. MAIL AND WAIVES ANY AND ALL RIGHTS TO
CONTEST SUCH JURISDICTION AND VENUE FOR THE PURPOSE OF ENFORCING THIS NOTE AND
ALL RELATED DOCUMENTS DELIVERED IN CONNECTION THEREWITH.

     

    PACEL CORP.

    
       

      
        
          	 	 	 	 	 	 
	
                  By:  
      

                	
                  /s/
      GARY A. MUSSELMAN

                	 	 	
                	 
	 	
                  Gary
      A. Musselman

                	 	 	 	 
	
                  Its:  
      

                	President