rsg_ex103.htm


    Exhibit
      10.3

    


     

    STOCK
      PURCHASE AGREEMENT

     

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

     

    WITNESSETH:

     

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

     

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

     

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

     

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

     

    ARTICLE
      I

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      II

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

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

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

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

     

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

     

    ARTICLE
      III

    


    SALE
      OF STOCK

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      IV

    


    INDEMNIFICATIONS
      AND RELEASE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.1
      Indemnification of Buyer.

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      V

     

    CONDITIONS
      TO CLOSING

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      VI

    


    MISCELLANEOUS

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    Gary
      Musselman

    10108
      Industrial Drive Pineville, North Carolina 28134

     

    and
      if
      for Buyer addressed to it:

     

    Gary
      Musselman

    10108
      Industrial Drive Pineville, North Carolina 28134

     

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

     

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

     

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

     

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

     

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

     

    SELLER:

     

    THE
      RESOURCING SOLUTIONS GROUP, INC

     

    
      	 	 	 	 	 	 
	
              By:  
                

            	
              /s/
                GARY A. MUSSELMAN

            	 	 	
            	 
	 	
              Gary
                A. Musselman, President

            	 	 	 	 


    

     

     

    BUYER:

     

    PACEL
      CORP.

    
       

      
        	 	 	 	 	 	 
	
                By:  
                  

              	
                /s/
                  GARY A. MUSSELMAN

              	 	 	
              	 
	 	
                Gary
                  A. Musselman, President

              	 	 	 	 


      

       

      ASMARA
        SERVICES I, INC.

       

      
        	 	 	 	 	 	 
	
                By:  
                  

              	
                /s/
                  GARY A. MUSSELMAN

              	 	 	
              	 
	 	
                Gary
                  A. Musselman, President

              	 	 	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PROMISSORY
      NOTE

     

    $300,000.00
      DECEMBER 30, 2004

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    PACEL
      CORP.

    
       

      
        
          	 	 	 	 	 	 
	
                  By:  
                    

                	
                  /s/
                    GARY A. MUSSELMAN

                	 	 	
                	 
	 	
                  Gary
                    A. Musselman

                	 	 	 	 
	
                  Its:  
                    

                	President