rsg_ex1011.htm


    Exhibit 10.11

     

    EMPLOYMENTAGREEMENT dated January 1,
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 Gary A. Musselman an individual residing at 3335 Chilham
Place, Charlotte, NC 28226 (“Executive”).

    


    R E C I T A L
S

    


    Whereas, Executive has served the
Company continuously since April 8, 2004 as a principal executive
officer;

    


    Whereas, Executive’s leadership and
services have constituted a major factor in the successful growth and
development of the Company, its subsidiaries and affiliates; and

    


    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 services and utilizing his 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 Board of Directors at a meeting held on February
21,2007.

    


    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 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.

    


    (d) Advisory
Period:  If Executive’s Executive Employment is terminated as
provided for in paragraph (a) above and such termination was not with cause,
then the Company shall retain him as an advisor and consultant for a period of
two years after termination (the “Advisory Period”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.           Duties and
obligations.

    


    (a)
Executive shall serve as President and Chief Executive Office of the Company and
Chief Executive Officer of all subsidiary and affiliated
companies.  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 Company’s Board of Directors, and
to the consent of the Board 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 and all other duties the Board of Directors of the
Company and the Company Subsidiaries or affiliates, may, from time to time,
assign to Executive.  If Executive is presently a member of the Board
and/or an officer of the Company and a member of the Board and/or an officer of
the Company Subsidiaries and affiliates, then Executive shall perform duties
customarily incidental to such offices and all other duties the Board of
Directors may, from time to time assign, and have assigned to him.

    


    (c)  During
the term of employment, Executive shall diligently and conscientiously devote
the necessary time, attention and effort to the tasks which Company or its Board
of Directors shall assign to him.  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 Board of Directors.  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 best efforts and devote substantially all of his time
and attention to the Company's affairs. The Executive shall be in complete
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 Board of Directors, for formulating policies and administering the
Company in all respects. Executive’s powers shall include the authority to hire
and fire Company personnel and to retain consultants when Executive deems
necessary to implement Company policies.  Executive shall at all
times, discharge his duties in consultation with, and under the supervision of,
the Company’s Board of Directors.  In the performance of Executive’s
duties, Executive shall make his principal office in such place as the Company’s
Board of Directors and Executive 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 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 The Resourcing
Solutions Group, 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.

    


    (g) Matters Requiring Consent of the
Board of Directors:  Executive shall not, without the specific
approval of Company’s Board of Directors, do or contract to do any of the
following:

    


    (1)
Borrow on behalf of Company during any fiscal year an amount in excess of Five
Hundred Thousand ($500,000) Dollars;

    


    (2) Permit any customer or client of
Company to become indebted to Company in an amount in excess of One Million
($1,000,000) Dollars;

    


    (3) Purchase capital equipment for
amounts in excess of $500,000;

    


    (4) Sell any single capital asset of
Company, other than equity issued for compensation and services, having a market
value in excess of Two Hundred Fifty Thousand ($250,000) Dollars or a total of
capital assets during a fiscal year having a market value in excess of Two
Hundred Fifty Thousand ($250,000) Dollars; and

    


    (5) Commit Company to the expenditure
of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the
development and sale of new products and services.

    


    3.           Vacations and Personal
days.  Executive shall be entitled to annual vacations and
Personal Days off excluding company holidays, during which time his Salary and
compensation shall be paid, in a manner commensurate with his 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 Board of Directors, 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 and forty thousand dollars ($240,000) EQUAL TO ($20,000) per
month) and in addition, a bonus incentive package. However, at the discretion of
the Board of Directors, the Board of Directors 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 two percent (2%) 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 Twelve and one
half (12.5%) 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 the 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 Chief Executive Officer of the Company, the number of shares of
Company's stock equal in value to One Hundred Thousand ($100,000)
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 based
upon an average of the previous ten (10) day closing bid price.

    


    (4) Stock
Option.

    


    (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)  Automobile.  The
Company recognizes the Executive's need for an automobile for business purposes.
It, therefore, shall provide the Executive with a monthly car
allowance.

    


    (d)  Salary Continuation During Permanent
Disability.  If Executive for any reason whatsoever becomes
permanently disabled so that Executive is unable to perform the duties
prescribed herein, Company agrees to pay Executive One Hundred (100%) percent of
Executive's annual salary, payable in the same manner as provided for the
payment of salary herein, for the next Five (5) fiscal years or the remainder of
the employment term provided for herein whichever is shorter.

    


    (f) Effect ofDeath.  If
Executive dies during the term of this Agreement, but prior to any renewal
period which has not commenced at least thirty (30) days prior to the date of
death, compensation payments shall continue and shall be made payable to
Executive’s widow, or, if Executive’s widow predeceases Executive, then to
Executive’s estate, in equal monthly installments.  The total of these
payments shall equal the Compensation and bonuses provided for in Paragraph 4(a)
above.  Such payments shall commence in the month following the date
of Executive’s death.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) 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.

    


    (h) Executive is entitled to receive
from Company all fringe benefits in effect for Company’s principal executive
officers. Company agrees to pay 100% of Executive’s health, dental and vision
premiums for family coverage.

    


    5.    Advisory
Compensation.

    


    (a)  Payment and
services.  During the Advisory Period, the Company shall pay to
Executive an annual compensation equal to one-half of his Salary during the last
twelve month period of Executive’s employment (“Advisory Compensation”), to be
paid in equal monthly installments on the fifteenth (15th) day of each
month.  While receiving such Advisory Compensation, Executive shall,
at all reasonable times, to the extent his physical and mental condition
permits, be available to consult with and advise the Company’s officers,
directors and other representatives.  If Executive’s physical or
mental condition prevents him from fulfilling his consulting or advisory duties,
Executive shall still be entitled to the Advisory Compensation during the entire
Advisory Period.  The parties agree that this advice and counsel shall
not entail full time service and shall be consistent with Executive's retirement
status

    


    (b) Location:  Executive
shall not be required, without his prior written consent, to render advisory
services at any place other than the principal place of business of the Company,
if Executive moves more than twenty-five (25) miles away from the Company’s
principal place of business.

    


    (c)  Restriction:  During
the Advisory Period Executive shall be deemed to be an independent contractor
and shall be permitted to engage in any business or perform services for his own
account, provided that such business and services shall not be in competition
with, or be for a company that is in competition with, the Company or its
subsidiaries or affiliates.

    


    6.           Expenses.

    


    (a) The
Company recognizes that Executive will have to incur certain out of pocket
expenses related to his services and the Company’s business and that it will be
extremely difficult to account for such expenses.  It is understood
that Executive’s Salary and compensation is intended to cover all such
out-of-pocket expenses, however, Company will provide Executive with an account
of Two Thousand Five Hundred ($2,500) Dollars per month to be utilized by
Executive, in Executive’s sole discretion, for ordinary business
expenses.  The Company, however, 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.  Notwithstanding the foregoing, during
the Advisory Period the Company shall reimburse Executive for all expenses
incident to the rendering of advisory and consultant services.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.           Insurance. Company
agrees to obtain a Key Man insurance policy on the life of Executive in the face
amount of Two Million ($2,000,000) Dollars. The Company shall be the beneficiary
of this policy. Company agrees to pay all premiums on the policy during the term
of employment provided herein.  Executive agrees to submit to any
physical examination that may be required for the purpose of Company's obtaining
life insurance on the life of Executive for the benefit of Company; provided,
however, that Company shall bear the entire cost of that
examination.  Upon termination of the Executive’s employment with the
Company, Company shall arrange to transfer the costs associated with the Life
Insurance policy to the Executive so that said coverage remains in full force
and effect, and Company further agrees to execute all documents necessary to
effect such transfer and all documents necessary to permit Executive to change
the beneficiary designations if to be deemed necessary by
Executive.

    


    8.           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.

    


    9.           Incapacity and
Termination.

    


    (a) "Cause" for termination shall mean
(i) Employee's final 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 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 unanimous approval
of the Board of Directors, 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 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.

    


    (c) Termination upon sale of
Company:  Notwithstanding anything to the contrary, the Company
may terminate this Agreement by giving ten (10) days notice to the Executive if
any of the following events occur:

    


    (1) the Company sells substantially all
of its assets to a single purchaser or to a group of associated
purchasers;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2) at
least two-thirds of the outstanding corporate shares of the Company are sold,
exchanged, or otherwise disposed of, in one transaction;

    (3) the Company elects to terminate its
business or liquidate its assets; or

    (4) there is a merger or consolidation
of the Company in a transaction in which the Company’s s shareholders receive
less than fifty (50%) percent of the outstanding voting shares of the new or
continuing corporation.

    


    (d)  Effect of Merger, Consolidation,
transfer of assets, or Dissolution.

    


    (1)  This agreement shall not
be terminated by any voluntary or involuntary dissolution of Company resulting
from either a merger or consolidation in which Company is not the consolidated
or surviving corporation, or a transfer of all or substantially all of the
assets of Company.

    


    (2)  In the event of any such
merger or consolidation or transfer of assets, Company's rights, benefits, and
obligations hereunder shall be assigned to the surviving or resulting
corporation or the transferee of Company's assets.

    


    (e)  If the Executive is
terminated pursuant to paragraph 9(c) or 9(d) then Executive shall be entitled
to a severance package, which shall include, a payment of five (5) times the
previous year’s annual compensation, payable in six (6) equal monthly
installments unless otherwise agreed to in writing, subject to all applicable
tax and withholding deductions, and continued inclusion at the Executive’s
option in all fringe benefits in which the Executive participates.

    


    (f) Notwithstanding any
provision of this agreement, if Company terminates this agreement without cause,
it shall pay Executive an amount equal to a payment of five (5) times the
previous year’s annual compensation.

    


    (g) Termination After Change in
Control.

    


    (1)  If there is a ''change
in control'' of the Company and Executive is terminated other than for cause
within eighteen (18) months after such change in control, Executive wil1 receive
a lump sum cash payment in the amount a payment of five (5) times the previous
year’s annual compensation within thirty (30) days of his termination. Executive
will continue to be covered under all of the Company's health and major medical
plans then in effect for a period of one (1) year after any such change in
contro1 at the Company's sole expense.

    


    (2)  For purposes of this
Agreement, the term ''change in control'' is defined to include: (a) a tender
offer or exchange offer made and consummated for ownership of Company stock
representing fifty (50%) percent or more of the combined voting power of the
Company's outstanding securities; (b) the sale or transfer of substantially all
of the Company's assets to another corporation which is not a wholly-owned
subsidiary of the Company; (c) any transaction relating to the Company which
must be described in accordance with item 5(f) of schedule 14A of Regulation 14A
of the Securities and Exchange Commission; (d) any merger or consolidation of
the Company with another corporation, where less than thirty (30%) percent of
the outstanding voting shares of the surviving or resulting corporation are
owned in the aggregate by the Company's former stockholders; or (e) any tender
offer, exchange offer, merger, sale of assets and/or contested election which
results in a total change in the composition of the Company's Board of
Directors.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)  The amount paid to
Executive pursuant to this Paragraph will be deemed severance pay in
consideration of the Executive's past services to the Company and his continued
services from the date of this Agreement. Executive will have no duty to
mitigate his damages by seeking other employment, nor will Executive's severance
pay hereunder be reduced or offset by any such future earnings.

    


    10.    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.

     

    11.           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.

     

    12.           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 Board
of Directors, 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.

     

    13.           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 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.           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.

     

    15.           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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.           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.

    


    17.           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.

    


    18.           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.

    


    19.           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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20.    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 residence of the Executive.

    


    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/ GARY A.
      MUSSELMAN

            	 	 	
              /s/ FRANK MOODY,
      II

            	 
	
              Gary A.
      Musselman

            	 	 	
              The Resourcing
      Solutions Group, Inc.

            	 
	
               

            	 	 	
              By: Frank
      Moody, II

            	 
	 	 	 	Chairman
      of the Board of Directors	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Corporate
      Seal	 
	 	 	 	Attest:	 
	 	 	 	 	 
	 	 	 	/s/
      CARL HORSLEY	 
	 	 	 	Secretary