rsg_ex105.htm


    Exhibit
      10.5

     

    STOCK  TRANSFER
      AGREEMENT

    


    


    
      	
              DATE:

            	
              April
                15, 2006

            


    

    


    
      	
              BETWEEN:

            	
              Pacel
                Corp., a Nevada corporation

            


    

    
      	
               

            	
              7621
                Little Ave., Suite 101

            


    

    
      	
               

            	
              Charlotte,
                NC 28226

            	
              (“Pacel”)

            


    

    


    


    
      	
              AND:

            	
              The
                Resourcing Solutions Group, Inc. a Nevada
                corporation

            


    

    
      	
            	
              
                7621
                  Little Ave., Suite 101

              

            


    

    
      	
               

            	
              Charlotte,
                NC 28226

            	
              (“Resourcing”)

            


    

    


    RECITALS

    


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

    


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

    


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

    


    AGREEMENT

    


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

    


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

    


    


    
      
        
          Page
            1 -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      	
               

            	
              i.

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

            


    

     

    
      
        
          Page 2
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              ii.

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

            


    

    


    
      	
               

            	
              iii.

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

            


    

    


    
      	
               

            	
              iv.

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

            


    

    


    
      	
               

            	
              v.

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

            


    

    


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

    


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

    


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

     

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

    


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

    


    
      	
               

            	
              i.

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

            


    

    


    
      	
               

            	
              ii.

            	
              violate
                any legal requirement applicable to
                Resourcing;

            


    

     

    
      
        
          Page 3
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              iii.

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

            


    

    


    
      	
               

            	
              iv.

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

            


    

    


    
      	
               

            	
              v.

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

            


    

    


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

    


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

    


    5.           Covenants.

     

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

     

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

     

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

     

    
      
        
          Page 4
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    
      	
               

            	
              i.

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

            


    

     

    
      	
               

            	
              ii.

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

            


    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
          Page 5
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
          Page 6
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
          Page 7
            -  Stock Transfer Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

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

     

     

    PACEL
      CORP

     

     

    By:
      /s/ GARY
      MUSSELMAN                 


     

    Name:
      Gary Musselman

     

    Title:
      President/Chief Executive Officer

     

     

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

     

    By:
      /s/ GARY
      MUSSELMAN                 

     

    Name:
      Gary Musselman

     

    Title:
      President/Chief Executive Officer

     

    


     

    Date:  April
      15, 2006

     

     

     

     

     

     

     

     

     

     

     

    
      Page 8
        -  Stock Transfer Agreement