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