rsg_ex103-70718.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	 	 	 	 


      




     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      10.2

     

    ASSET
      PURCHASE AGREEMENT

     

    Between

     

    BENECORP
      BUSINESS SERVICES INC.

     

    Seller

     

    and

     

    THE
      RESOURCING SOLUTIONS GROUP, INC.

     

    Buyer

     

    DATED:
      DECEMBER 31, 2004

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      ASSET PURCHASE AGREEMENT is entered into as of December 31, 2004 (the "Purchase
      Agreement") by and between THE RESOURCING SOLUTIONS GROUP, INC., a Nevada
      corporation ("Buyer"), and BENECORP BUSINESS SERVICES, INC., a Texas corporation
      ("Seller").

     

    WITNESSETH:

     

    WHEREAS,
      Seller operates a professional employer services business primarily in the
      state
      of Texas (the business referred to as the "Purchased Business");
      and

     

    WHEREAS,
      the parties desire that Seller transfer, convey and assign to Buyer certain
      assets, properties and rights of the Purchased Business; and that Buyer purchase
      and acquire the same, upon the terms set forth below.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations,
      warranties, covenants and agreements set forth below, the parties agree as
      follows:

     

    ARTICLE
      I

     

    TRANSFER
      OF PURCHASED ASSETS AND RELATED MATTERS

     

    1.1
      PURCHASED ASSETS. On the terms and subject to the conditions of this Agreement,
      Seller hereby transfers, conveys and assigns to Buyer, and Buyer hereby
      purchases and acquires from Seller the following assets, properties and rights
      of Seller, effective as of the Closing Date:

     

    (a)
      all
      customers of the Purchased Business as named and described in Schedule 5.7
      attached hereto;

     

    (b)
      all
      furniture, fixtures, and equipment used in the Purchased Business;

     

    (c)
      all
      real property leases;

     

    (d)
      all
      computer hardware and software used in the business;

     

    (e)
      all
      licenses used in the Purchased Business, including, but not limited to, software
      licenses;

     

    (f)
      all
      customer contracts of Seller as of the Closing Date as described in Schedule
      5.6
      attached hereto;

     

    (g)
      the
      Trade Names and Trademarks (including Service Marks) of Seller used in the
      Purchased Business as described on Schedule 1.1(g) attached hereto;

     

    (h)
      all
      deposits relating to the Purchased Business;

     

    (i)
      all
      records and files, including, but not limited to, property records, purchasing
      and sales records, correspondence with suppliers and customers (both actual and prospective), personnel records,
      mailing lists,
      customer and vendor lists and records used exclusively in the Purchased
      Business; and

     

    (j)
      all
      cash and cash equivalents generated from the operation of the Purchased
      Business.

     

    For
      convenience of reference, the assets, properties and rights transferred,
      conveyed and assigned to Buyer hereunder are herein collectively called
      "Purchased Assets".

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      parties agree and acknowledge that Buyer is purchasing substantially all of
      the
      assets of Seller by way of this Purchase Agreement.

     

    1.2
      PASSAGE OF TITLE AND RISK OF LOSS. Legal and equitable title and risk of loss
      with respect to the Purchased Assets will not pass to Buyer until such assets
      are transferred on the Closing Date.

     

    ARTICLE
      II

     

    EXCLUSION
      OF LIABILITIES

     

    OBLIGATIONS.
      Any other provision of this Agreement to the contrary notwithstanding, Buyer
      does not assume any liability or obligation of Seller, including but not limited
      to, the following:

     

    (a)
      any
      liabilities and obligations of Seller for Federal, state or local taxes, fines,
      interest or penalties (including, without limitation, franchise, income,
      personal, real property, sales, use, unemployment, gross receipts, excise,
      payroll, withholding or other taxes);

     

    (b)
      any
      claims, demands, liabilities or obligations of any nature whatsoever which
      arose
      or were incurred at or before the Closing Date, or which are based on any event
      that occurred or existed at or before the Closing Date, or which are based
      on
      services performed by Seller at or before the Closing Date, irrespective of
      when
      a claim or demand is made (including if the claim is made after Closing Date)
      irrespective of whether the liability or obligation becomes manifest, after
      the
      Closing Date, and regardless of whether or not set forth or otherwise disclosed
      on any Schedule attached hereto (whether or not required to be so set forth
      or
      disclosed);

     

    (c)
      any
      actions, suits, claims, investigations or legal, administrative or arbitration
      proceedings pending or threatened against Seller;

     

    (d)
      any
      liabilities and obligations of Seller for amounts owed to any person affiliated
      with Seller, in his or her capacity as an owner of Seller;

     

    (e)
      any
      liabilities and obligations of Seller existing at the Closing under an
      employment agreement, written or verbal, or relating to in any way wages,
      commissions, bonuses, fees, expenses, accrued holiday, vacation and severance
      pay;

     

    (f)
      any
      liabilities or obligations for payments due or required to be made under any
      health, dental, vision, pension, retirement, savings or other compensation
      or
      employee benefit plan maintained by Seller or any other entity;

     

    (g)
      any
      liabilities and obligations of Seller under any contract, license, lease or
      other agreement;

     

    (h)
      any
      liabilities relating in any way to an injury to an employee of
      Seller;

     

    (i)
      any
      liability to pay any amounts under a contract or policy of insurance;
      and

     

    (j)
      any
      other liabilities and obligations of Seller.

     

    Seller
      shall take any and all commercially reasonable actions which may be necessary
      to
      prevent any person, firm or governmental authority from having recourse against
      the Purchased Business or any of the Purchased Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      III

     

    PURCHASE
      PRICE

     

    3.1
      PURCHASE PRICE. The aggregate consideration (the "Purchase Price") paid to
      Seller for the Purchased Assets is $310,000, paid in accordance with paragraph
      3.2 below.

     

    3.2
      PAYMENT OF PURCHASE PRICE. Buyer shall deliver to Pacel Corp.

     

    (100%
      owner of Seller) at Closing Ten Thousand and no/100 Dollars ($10,000.00) worth
      of Buyer stock and Buyer agrees to forgive and cancel that certain debt owed
      by
      Pacel Corp. in the amount of Three Hundred Thousand and no/100 Dollars
      ($300,000), evidenced by that certain promissory attached hereto as Exhibit
      2.2.

     

    ARTICLE
      IV

     

    CLOSING

     

    4.1
      CLOSING DATE. The closing for the consummation of the transaction contemplated
      by this Agreement (the "Closing") will take place at Charlotte, North Carolina,
      on December 31, 2004, or on such other date and at such other time or place
      as
      Buyer and Seller may mutually agree (the "Closing Date").

     

    4.2
      SIMULTANEOUS ACTIONS. All actions to be taken and all documents to be executed
      and delivered by the parties at the Closing will be deemed to have been taken
      and executed simultaneously and no actions will be deemed taken or any documents
      executed or delivered until all have been taken, executed and
      delivered.

     

    4.3
      DELIVERIES BY SELLER ON CLOSING DATE. On or before the Closing Date, Seller
      will
      deliver to Buyer the following:

     

    (a)
      Closing Certificate. An accurate certificate, dated the Closing Date, of Seller,
      satisfactory in form and substance to Buyer, certifying that:

     

    (1)
      the
      representations and warranties of Seller contained in this Agreement are true
      and accurate on and as of the Closing Date with the same force and effect as
      if
      made on the Closing Date;

     

    (2)
      Seller has performed and complied with all covenants, obligations and agreements
      to be performed or complied with by them on or before the Closing Date pursuant
      to this Agreement;

     

    (3)
      attached hereto are true and complete copies of resolutions adopted by Seller's
      board of directors or members, as applicable, approving this Agreement and
      the
      transactions contemplated hereby; and

     

    (4)
      the
      incumbency and specimen signature of each officer of Seller executing this
      Agreement and any other document to be executed by Seller are as set forth
      in
      such certificate.

     

    (b)
      Instruments of Transfer. A duly executed bill of sale and general instrument
      of
      assignment, which bill of sale and assignment shall be in substantially the
      form
      of Exhibit 4.3(b) attached hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.4
      DELIVERIES BY BUYER ON CLOSING DATE. On or before the Closing Date, Buyer will
      have delivered to Seller the following:

     

    (a)
      Closing Certificate. An accurate certificate, dated the Closing Date, of a
      duly
      authorized officer of Buyer, satisfactory in form and substance to Seller,
      certifying that:

     

    (1)
      the
      representations and warranties of Buyer contained in this Agreement are true
      and
      accurate on and as of the Closing Date with the same force and effect as if
      made
      on the Closing Date;

     

    (2)
      Buyer
      has performed and complied with all covenants, obligations and agreements to
      be
      performed or complied with by it on or before the Closing Date pursuant to
      this
      Agreement;

     

    (3)
      attached hereto are true and complete copies of resolutions adopted by Buyer's
      board of directors approving this Agreement and the transactions contemplated
      hereby; and

     

    (4)
      the
      incumbency and specimen signature of each officer of Buyer executing this
      Agreement and any other document to be executed by Buyer are as set forth in
      such certificate.

     

    (b)
      Delivery of Consideration. Buyer shall provide the purchase price required
      by
      Section 3.1 as follows:

     

    a.
      Buyer
      Stock. Buyer shall deliver the amount of stock described in paragraph 3.2;
      and

     

    b.
      Promissory Note. Buyer shall deliver to Seller the original Promissory Note,
      a
      copy of which is attached hereto as Exhibit 2.2 marked "Cancelled" and "Paid
      in
      Full".

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      represents and warrants to Buyer as follows:

     

    5.1
      ORGANIZATIONAL MATTERS. Seller is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Texas.

     

    5.2
      AUTHORITY. Seller has all requisite power and authority to:

     

    own,
      lease and operate its respective properties; carry on the Purchased Business
      as
      now being conducted; enter into this Agreement; perform its respective
      obligations hereunder; and consummate the transactions contemplated hereby.
      The
      execution, delivery and performance of this Agreement by Seller, and the
      consummation of the transactions contemplated hereby, have been duly and validly
      authorized by all necessary corporate action on the part of each of the Seller.
      This Agreement has been duly and validly executed by each Seller, and is a
      valid
      and binding obligation of Seller, enforceable in accordance with its
      terms.

     

    5.3
      NON-CONTRAVENTION. Except as stated in Schedule 5.3, neither the execution,
      delivery and performance of this Agreement by Seller, nor the consummation
      by
      Seller of the transactions contemplated hereby nor compliance by Seller with
      any
      of the provisions hereof will:

     

    (a)
      conflict with or result in a breach of any provision of, as applicable, the
      Articles of Incorporation or Bylaws of Seller;

     

    (b)
      as of
      the Closing Date, cause a default (or give rise to any right of termination,
      cancellation, or acceleration) under any of the terms of any note, bond, lease,
      mortgage, indenture, license, warranty or other instrument or agreement to
      which
      Seller is a party, or by which Seller or any of its assets are or may be bound
      or benefited; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)
      violate any law, statute, rule or regulation or order, writ, judgment,
      injunction or decree applicable to Seller or any of its respective
      assets.

     

    No
      consent or approval by, or any notification or filing with, and no permit,
      or
      authorization of, any public body or authority is required in connection with
      the execution, delivery, and performance by Seller or the consummation by Seller
      of the transactions contemplated by this Agreement.

     

    5.4
      TITLE
      TO ASSETS.

     

    (a)
      Seller has good and marketable title to (or a valid leasehold interest in)
      all
      of the Purchased Business and each of the Purchased Assets, free and clear
      of
      all mortgages, liens, pledges, charges, security interests, rights of way,
      options, rights of first
      refusal, conditions, restrictions or encumbrances of any kind or character,
      whether or not relating to the extension of credit or the borrowing of money
      (collectively, "Encumbrances"), except for the Encumbrances set forth on
      Schedule 5.4, and liens for taxes and governmental charges incurred in the
      ordinary course of business for Seller's services not yet due and
      payable.

     

    (b)
      The
      Purchased Assets include all assets and properties and all rights that Seller
      believes are necessary to carry on the Purchased Business as presently conducted
      by Seller. Seller has complete and unrestricted power and the unqualified right
      to sell, convey, assign, transfer and deliver the Purchased Assets (subject
      to
      obtaining any consents or waivers of third parties disclosed on Schedule 5.4
      and
      required in connection with such sale, conveyance, assignment, transfer and
      delivery of the Purchased Assets or any part thereof). The instruments of
      transfer, conveyance and assignment executed and delivered by Seller to Buyer
      at
      the Closing will be valid and binding obligations of Seller, enforceable in
      accordance with their respective terms, except in each case to the extent
      limited by application of general principles of equity and by bankruptcy,
      insolvency, debtor relief, and similar laws of general application affecting
      the
      enforcement of creditors' rights and debtors' obligations, and sufficient to
      transfer, convey and assign to Buyer all of Seller's interest in and to the
      Purchased Assets, and sufficient to vest in Buyer the full right, power and
      authority to conduct the Purchased Business as presently conducted.

     

    5.5
      PERSONAL PROPERTY. All personal property of the Seller is in good operating
      condition and repair (excepting normal wear and tear), is adequate and suitable
      for the uses for which intended by Seller in the ordinary course of the
      Purchased Business, and there does not exist any condition which interferes
      in
      any material way with the use or economic value thereof.

     

    5.6
      AGREEMENTS. Schedule 5.6 attached hereto sets forth a true, complete and correct
      list of all Customer Agreements to which and of the Seller were a party as
      of
      the Closing Date.

     

    5.7
      CUSTOMERS. Schedule 5.7 attached hereto contains a true and complete list of
      the
      customers of the Purchased Business as of the Closing Date.

     

    5.8
      BROKERS. Neither Seller, nor any of its officers, directors, employees or
      members, has employed any broker or finder in connection with the transactions
      contemplated by this Agreement. Seller shall indemnify, defend and hold Buyer
      harmless from any and all claims or losses relating to brokerage fees,
      commissions or finder's fees owed or claimed to be owed to any broker or finder
      engaged or claimed to be engaged by Seller.

     

    5.9
      BENEFIT PLANS/ERISA. Seller is not a party to, and is not a sponsor,
      administrator or fiduciary of any employee benefit plan, including, but not
      limited to, an employee benefit plan defined in Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA") which is maintained
      or contributed to by the Company or any organization which is a member of a
      controlled group of organizations within the meaning of Code Sections
      414(b),

     

    (c),
      (m)
      or (o) of which any of the Sellers is a member (the
      "Controlled Group") or under which any of the Sellers or any member of the
      Controlled Group has any liability or contingent liability ("Benefit Plans"),
      and which cover any employee of the Seller.

     

    5.10
      GOVERNMENTAL APPROVALS AND FILINGS. Except as set forth in Schedule 5.10, Seller
      has no Knowledge of any required consent, approval or action of, filing with
      or
      notice to any Governmental or Regulatory Authority on the part of the Seller
      required in connection with the execution, delivery and performance of this
      Agreement or any of the Related Agreements or the consummation of the
      transactions contemplated hereby or thereby.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.11
      TAXES.

     

    (a)
      All
      Tax Returns required to be filed by or on behalf of the Seller have been duly
      filed on a timely basis and such Tax Returns are true, complete and correct.
      All
      Taxes owed by the, Seller have been paid in full (whether or not shown on or
      reportable on such Tax Returns).

     

    (b)
      All
      payroll taxes of the Seller have been paid and/or held in trust awaiting payment
      for all payroll processed by the Seller through the date of
      Closing.

     

    (c)
      None
      of the Purchased Assets is subject to any Lien arising in connection with any
      failure or alleged failure to pay any Tax.

     

    5.12
      COMPLIANCE WITH LAWS AND ORDERS. Seller has not at any time within the last
      twelve (12) months, received any notice of a violation of or in default under
      any Law, assigned License or Order.

     

    In
      the
      event that Seller fails to comply with any of the requirements of Article V,
      Buyer, in its sole discretion, shall be entitled to terminate the Purchase
      Agreement and all other agreements relating thereto.

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to Seller as follows:

     

    6.1
      ORGANIZATIONAL MATTERS. Buyer is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Nevada.

     

    6.2
      AUTHORITY. Buyer has all requisite corporate power and authority to enter into
      this Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution, delivery and performance of
      this Agreement and the consummation of the transactions contemplated hereby,
      have been duly and validly authorized by all necessary corporate action on
      the
      part of Buyer. This Agreement has been duly and validly executed and delivered
      by Buyer, and is a valid and binding obligation of Buyer, enforceable in
      accordance with its terms. 

     

    6.3
      NON-CONTRAVENTION. Neither the execution, delivery and performance of this
      Agreement by Buyer, nor the consummation by Buyer of the transactions
      contemplated hereby, nor compliance by Buyer with any of the provisions hereof
      will:

     

    (a)
      conflict with or result in a breach of any provision of the Articles of
      Incorporation or Bylaws of Buyer;

     

    (b)
      cause
      a default (or give rise to any right of termination, cancellation or
      acceleration) under any of the terms of any agreement, instrument or obligation
      to which Buyer is a party, or by which any of its properties or assets may
      be
      bound, in each case excluding the Purchased Assets as to which no representation
      or warranty is made by Buyer; or

     

    (c)
      violate any statute, rule or regulation or judgment, order, writ, injunction
      or
      decree of any court, administrative agency or governmental body, in each case
      applicable to Buyer or any of its assets.

     

    No
      consent or approval by, or any notification or filing with, and no permit,
      or
      authorization of, any public body or authority is required in connection with
      the execution, delivery, and performance by Buyer or the consummation by Buyer
      of the transactions contemplated by this Agreement.

     

    6.4
      BROKERS. Neither Buyer nor its officers, directors, employees or members, has
      employed any broker or finder in connection with the transactions contemplated
      by this Agreement. Buyer shall indemnify, defend and hold Seller harmless from
      any and all claims or losses relating to brokerage fees, commissions or finder's
      fees owed or claimed to be owed to any broker or finder engaged or claimed
      to be
      engaged by Buyer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VII

     

    COVENANTS
      OF SELLER

     

    Seller
      hereby covenants and agrees with Buyer as follows:

     

    7.1
      ACCESS TO PROPERTIES AND RECORDS. Seller will give to Buyer and to its counsel,
      accountants, and other representatives reasonable access during normal business
      hours to its properties, personnel, books, tax returns, contracts, commitments
      and records and the right to make copies thereof. Seller will furnish to Buyer
      and such representatives all such additional documents and financial and other
      information concerning the Purchased Business as Buyer or its representatives
      may from time to time reasonably request and permit Buyer and such
      representatives to examine all records and working papers relating to the
      preparation, review and audits of the financial statements and tax returns
      relating to the Purchased Business.

     

    7.2
      APPROVALS. Seller will use all reasonable effort to obtain in writing prior
      to
      the Closing Date all approvals, consents and waivers required to be obtained
      by
      Seller in order to effectuate the transactions contemplated hereby, and Seller
      shall obtain all such approvals, consents, and waivers prior to the Closing
      Date.

     

    7.3
      FURTHER ASSURANCES. Seller will at any time and from time to time after the
      Closing, upon the request of Buyer, do, execute, acknowledge and deliver, and
      cause to be done, executed, acknowledged or delivered, all such further acts,
      deeds, assignments, transfers, conveyances, powers of attorney or assurances
      as
      may be required for the better transferring, assigning, conveying, granting,
      assuring and confirming to Buyer, or for aiding and assisting in the collection
      of or reducing to possession by Buyer, of the Purchased Assets, or to vest
      in
      Buyer good, valid and marketable title to the Purchased Assets and otherwise
      to
      consummate the transactions contemplated by this Agreement.

     

    ARTICLE
      VIII

     

    COVENANTS
      OF BUYER

     

    CONFIDENTIALITY;
      RETURN OF DOCUMENTS. Unless and until the transactions contemplated by this
      Agreement are consummated on the Closing Date (or other date mutually agreed
      upon by the parties hereto), Buyer will keep in confidence all proprietary
      and
      financial information of Seller including information concerning its customers,
      and will not, except to the extent required by law, financing and securities
      disclosure requirement or to the extent any such information is otherwise
      publicly available or received from a third party not affiliated with Seller,
      without the prior written consent of Seller, reveal any such financial or
      proprietary information to any third party other than affiliates or
      representatives of Buyer and potential lenders, investors and other providers
      of
      funds each of whom shall agree to be bound by the same restrictions with respect
      to confidentiality imposed on Buyer hereunder. If the transactions contemplated
      by this Agreement are not consummated, Buyer will return to Seller, at Seller'
      request, all documents supplied to Buyer by Seller and notes derived therefrom,
      pursuant to the provisions of this Agreement.

     

    ARTICLE
      IX

     

    INDEMNIFICATION

     

    9.1
      INDEMNIFICATION.

     

    (a)
      Seller Indemnity. Seller will indemnify, defend and save Buyer harmless from,
      against, for and in respect of the following:

     

    (1)
      any
      and all liabilities and obligations of Seller (whether absolute, accrued,
      contingent or otherwise and whether a contractual, tax or any other type of
      liability, obligation or claim) not specifically assumed by Buyer pursuant
      to
      this Agreement and the Assumption Agreement;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (2)
      any
      damages, losses, obligations, liabilities, claims, actions or causes of action
      sustained or suffered by Buyer and arising from a breach of any material
      representation or warranty of Seller contained in or made pursuant to this
      Agreement (including the Schedules and Exhibits attached hereto), or in any
      certificate, instrument or agreement delivered by Seller pursuant hereto or
      in
      connection with the transactions contemplated hereby;

     

    (3)
      any
      damages, losses, obligations, liabilities, claims, actions or causes of action
      sustained or suffered by Buyer and arising from a breach of any material
      covenant or agreement of Seller contained in or made pursuant to this Agreement;
      and

     

    (4)
      all
      reasonable costs and expenses (including, without limitation, reasonable
      attorneys', accountants', and other professional fees and expenses) incurred
      by
      Buyer in connection with any action, suit, proceeding, demand, investigation,
      assessment or judgment incident to any of the matters indemnified against under
      this

     

    Section
      9.1(a).

     

    (b)
      Buyer's Indemnity. Buyer will indemnify, defend and save Seller harmless from,
      against, for and in respect of the following:

     

    (1)
      any
      liabilities or obligations of Seller assumed by Buyer pursuant to this Agreement
      and the Assumption Agreement;

     

    (2)
      any
      damages, losses, obligations, liabilities, claims, actions or causes of action
      sustained or suffered by Seller and arising from a breach of any representation
      or warranty of Buyer contained in or made pursuant to this Agreement or in
      any
      certificate, instrument or agreement delivered by it pursuant hereto or in
      connection with the transactions contemplated hereby;

     

    (3)
      any
      damages, losses, obligations, liabilities, claims, actions or causes of action
      sustained or suffered by Seller and arising from a breach of any covenant or
      agreement of Buyer contained in or made pursuant to this Agreement;
      and

     

    (4)
      all
      reasonable costs and expenses (including, without limitation, reasonable
      attorneys', accountants', and other professional fees and expenses) incurred
      by
      Seller in connection with any action, suit, proceeding, demand, investigation
      assessment or judgment incident to any of the matters indemnified against under
      this

     

    Section
      9.1(b).

     

    9.2
      THIRD
      PARTY CLAIMS. With respect to claims resulting from assertion of liability
      by
      third parties, the obligations and liabilities of the party responsible for
      indemnification (the "Indemnifying Party") hereunder with respect to
      indemnification claims by the party entitled to indemnification (the
      "Indemnified Party") will be subject to the following terms and
      conditions:

     

    (a)
      The
      Indemnified Party will give prompt written notice to the Indemnifying Party
      of
      any assertion of liability by a third party which might give rise to a claim
      by
      the Indemnified Party against the Indemnifying Party based on the indemnity
      agreements contained in

     

    Section
      9.1 hereof, stating the nature and basis of said assertion and the amount
      thereof, to the extent known.

     

    (b)
      If
      any action, suit or proceeding is brought against the Indemnified Party, with
      respect to which the Indemnifying Party may have liability under the indemnity agreement contained in Section
      9.1 hereof, the action,
      suit or proceeding will, upon the written agreement of the Indemnifying Party
      that it is obligated to indemnify under the indemnity agreement contained in
      Section 9.1 hereof, be defended (including all proceedings on appeal or for
      review which counsel for the defendant shall deem appropriate) by the
      Indemnifying Party at the expense of the Indemnifying Party. The Indemnified
      Party will have the right to select legal counsel in any such case, and the
      fees
      and expenses of such counsel will be at the expense of the Indemnifying Counsel.
      If the Indemnifying Party does not agree, promptly after the notice to it
      provided in subsection (a) above, that it is obligated to indemnify under the
      indemnity agreement contained in Section 9.1 hereof, that such Indemnified
      Party
      reasonably concludes that such action, suit or proceeding involves to a
      significant extent matters beyond the scope of the indemnity agreement contained
      in Section 9.1 hereof, or that there may be defenses available to it which
      are
      different from or additional to those available to the Indemnifying Party,
      the
      Indemnifying Party will not have the right to direct the defense of such action,
      suit or proceeding on behalf of the Indemnified Party and that portion of such
      fees and expenses reasonably related to matters covered by the indemnity
      agreement contained in Section 9.1 hereof will be borne by the Indemnifying
      Party. The Indemnified Party will be kept fully informed of such action, suit
      or
      proceeding at all stages thereof whether or not it is so represented. The
      Indemnifying Party will make available to the Indemnified Party and its
      attorneys and accountants all books and records of the Indemnifying Party
      relating to such proceedings or litigation and the parties hereto agree to
      render to each other such assistance as they may reasonably require of each
      other in order to ensure the proper and adequate defense of any such action,
      suit or proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)
      The
      Indemnifying Party will not make any settlement of any claims without the
      written consent of the Indemnified Party, provided, that if the Indemnified
      Party fails to consent to a settlement of any claim, demand, suit or cause
      of
      action described in this Section 9.2, the Indemnifying Party's obligation to
      indemnify an award of damages shall in no event exceed the amount that the
      Indemnifying Party would have been required to indemnify for had such settlement
      offer been accepted by the Indemnified Party.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    10.1
      EXPENSES; TRANSFER TAXES. All fees, costs and expenses incurred by Seller in
      connection with, relating to or arising out of the execution, delivery and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby, including, without limitation, legal and accounting fees
      and expenses, will be borne by Seller. All fees and expenses incurred by Buyer
      in connection with this Agreement will be borne by Buyer. All registration,
      recording or transfer taxes which may be payable in connection with the
      transactions contemplated by this Agreement will be paid by Buyer.

     

    10.2
      PARTIES IN INTEREST. This Agreement is not assignable by either Buyer or Seller
      without the prior written consent of the other, except that without relieving
      Buyer of any of its obligations under this Agreement, Buyer may assign this
      Agreement to any subsidiary or affiliate of Buyer. Subject to
      the foregoing, this Agreement will be binding upon, inure to the benefit of,
      and
      be enforceable by, the respective successors, heirs, legal representatives,
      and
      assigns of the parties hereto. This Agreement constitutes an agreement among
      the
      parties hereto and none of the agreements, covenants, representations or
      warranties contained herein is for the benefit of any third party not a party
      to
      this Agreement.

     

    10.3
      ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including the Schedules and
      Exhibits attached hereto) contains the entire understanding of the parties
      with
      respect to its subject matter. This Agreement supersedes all prior agreements
      and understandings between the parties with respect to the subject matter
      hereof. This Agreement may be amended only by a written instrument duly executed
      by the parties, and any condition to a party's obligations hereunder may only
      be
      waived in writing by such party.

     

    10.4
      HEADINGS. The article and section headings contained in this Agreement are
      for
      reference purposes only and will not affect in any way the meaning or
      interpretation of this Agreement.

     

    10.5
      NOTICES. All notices, claims, certificates, requests, demands and other
      communications hereunder will be in writing and shall be deemed given if
      delivered personally, if mailed (by registered or certified mail, return receipt
      requested and postage prepaid), if sent by reputable overnight courier service
      for next business day delivery, or if sent by facsimile transmission, as
      follows:

     

    
      	IF
              TO SELLER:	 
	Benecorp
              Business Services, Inc.	 
	10108
              Industrial Drive	 
	Pineville,
              North Carolina 28134	 
	Attn:
              Gary Musselman	 
	 	 
	IF
              TO BUYER:	WITH
              COPY TO:
	The
              Resourcing Solutions Group, Inc.	Brian
              M. Nugent, Esq.
	10108
              Industrial Drive	215
              West Oak Street
	Pineville,
              North Carolina 28134	Tenth
              Floor
	Attn:
              Gary Musselman	Fort
              Collins, Colorado 80521


    

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith. Any such communication
      will be effective on the date of receipt (or, if received on a non-business
      day,
      on the first business day after the date of receipt).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.6
      PUBLICITY. The parties agree that, except as otherwise required by law, the
      issuance prior to Closing of any reports, statements or releases pertaining
      to
      this Agreement or the transactions contemplated hereby will require the prior,
      written consent of the Buyer. Buyer agrees to provide to Seller a copy of any
      written materials that Buyer intends to publish regarding the Asset Purchase
      and
      Buyer has 48 hours to provide its comments.

     

    10.7
      COUNTERPARTS. This Agreement may be signed in any number of counterparts and
      by
      different parties in separate counterparts, each of which will be deemed an
      original instrument,
      but all of which together will constitute one agreement. This Agreement will
      become effective when one or more counterparts have been signed by Seller and
      Buyer, and delivered to Buyer and Seller, respectively. Any party may deliver
      an
      executed copy of this Agreement (and an executed copy of any documents
      contemplated by this Agreement) by facsimile transmission to another party,
      and
      such delivery will have the same force and effect as any other delivery of
      a
      manually signed copy of this Agreement (or such other document).

     

    10.8
      GOVERNING LAW. This Agreement will be governed by and construed in accordance
      with the internal laws of the State of North Carolina.

     

    10.9
      GENDER. Any reference to a particular gender will be deemed to include all
      other
      genders unless the context otherwise requires.

     

    10.10
      WAIVERS. Any provision of this Agreement may be waived only by a written
      instrument executed by the party to be charged with such waiver. The waiver
      by
      any party hereto of a breach of any provision of this Agreement will not operate
      or be construed as a waiver of any subsequent breach.

     

    10.11
      DEFINED TERMS. Throughout this Agreement various terms have been defined by
      being enclosed in quotation marks, usually in parentheses, and used with their
      initial letters capitalized. Unless the context otherwise requires, such defined
      terms will have their designated meaning whenever used in this Agreement or
      any
      attached schedules. Unless an express reference is made to a different document,
      all references to a Section or Article shall be understood to refer to the
      indicated Section or Article of this Agreement, and all references to a Schedule
      or Exhibit shall be understood to refer to the indicated Schedule or Exhibit
      attached to this Agreement.

     

    10.12
      TIME. Time is of the essence to the performance of the obligations set forth
      in
      this Agreement.

     

    10.13
      CONSTRUCTION. This Agreement is the result of negotiations between Seller and
      Buyer. No provision of this Agreement shall be construed against a party because
      of such party's role as the drafter of the provision.

     

    10.14
      ATTORNEYS' FEES. If there is any litigation related to this Agreement or the
      transactions contemplated by this Agreement, each party will be responsible
      for
      its own costs and expenses (including, without limitation, reasonable
      attorneys', accountants' and other professional fees and expenses).

     

    (Definitions
      Follow)

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DEFINITIONS

     

    Definitions.
      As used herein, the following terms have the meanings set forth
      below:

     

    "Actions
      or Proceedings" means any action, suit, proceeding, arbitration or investigation
      or audit by any Governmental or Regulatory Authority.

     

    "Affiliate"
      means any Person that directly, or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      the
      Person specified.

     

    "Books
      and Records" means all documents, instruments, papers, books and records, books
      of account, files and data (including customer and supplier lists), catalogs,
      brochures, sales literature, promotional material, certificates and other
      documents used in or associated with the conduct of the Business or the
      ownership of the Company's property, including, without limitation, financial
      statements, Tax Records (including Tax Returns), ledgers, minute books, copies
      of Contracts, Licenses and Permits, operating data and environmental studies
      and
      plans.

     

    "Business"
      means the business and goodwill of the Company as a going concern. "Claim"
      means
      any action, suit, proceeding, hearing, investigation, litigation, charge,
      complaint, claim or demand. "Code" means the Internal Revenue Code of 1986,
      as
      amended.

     

    "Contract"
      means any agreement, lease, evidence of Indebtedness, mortgage, indenture,
      security agreement or other contract or agreement (whether written or
      oral).

     

    "Disclosure
      Schedule" means the schedules attached hereto and incorporated herein by
      reference of the Seller and the Buyer as appropriate in the context and as
      referenced throughout this Agreement.

     

    "GAAP"
      means generally accepted accounting principles consistently applied (as such
      term is used in the American Institute of Certified Public Accountants
      Professional Standards) as of the date of the Financial Statements "Governmental
      or Regulatory Authority" means any court, tribunal, arbitrator, authority,
      agency, commission, official or other instrumentality of the United States,
      any
      foreign country or any domestic or foreign state, county, city or other
      political subdivision.

     

    "Indebtedness"
      of any Person means any obligations of such Person (a) for borrowed money,
      (b)
      evidenced by notes, bonds, indentures or similar instruments, (c) for the
      deferred purchase price of goods and services (other than trade payables
      incurred in the ordinary course of business), (d) under capital leases and
      (e)
      in the nature of guarantees of the obligations described in clauses (a) through
      (d) above of any other Person.

     

    "Intellectual
      Property" means all know-how, patents, copyright registrations, trademark and
      service mark registrations, applications for any of the foregoing, whether
      or
      not registered, all designs, copyrights, trademarks, service marks, trade names,
      secret formulae, trade secrets, secret processes, computer programs and
      confidential information, including all rights to any such property that is
      owned by and licensed from others and any goodwill associated with any of the
      above.

     

    "Knowledge
      of the Seller," "the Seller's Knowledge," or other like words mean the knowledge
      of the Company, Shareholders and the individuals set forth in

     

    Section
      9.1 of the Disclosure Schedule after due inquiry.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Laws"
      means all laws, statutes, rules, regulations, ordinances and other
      pronouncements in effect on the date of this Agreement having the effect of
      law
      of the United States, any foreign country or any domestic or foreign state,
      county, city or other political subdivision or of any Governmental or Regulatory
      Authority.

     

    "Liabilities"
      means all Indebtedness and other liabilities, including, without limitation,
      strict liability, and obligations to pay, perform or discharge any costs,
      expenses and obligations of a Person (whether known, unknown, absolute, accrued,
      contingent, fixed or otherwise or whether due or to become due) and all costs,
      expenses and obligations related to any of the foregoing.

     

    "Licenses"
      means all licenses, permits, certificates of authority, authorizations,
      approvals, registrations, franchises, and similar consents granted or issued
      by
      any Person and are associated with or necessary to operate the Company and/or
      used in connection with the Business.

     

    "Liens"
      means any mortgage, pledge, assessment, security interest, lease, lien, adverse
      claims, levy, charge, option, right of first refusal, charges, debentures,
      indentures, deeds of trust, easements, rights-of-way, restrictions,
      encroachments, licenses, leases, permits, security agreements, or other
      encumbrance of any kind and other restrictions or limitations on the use or
      ownership of real or personal property or irregularities in title thereto or
      any
      conditional sale Contract, title retention Contract or other Contract to give
      any of the foregoing.

     

    "Material
      Adverse Effect" means, with respect any Person, material adverse changes in
      the
      business, assets, financial condition, results or prospects of operations of
      such Person.

     

    "Order"
      means any writ, judgment, decree, injunction or similar order of any
      Governmental or Regulatory Authority (in each such case whether preliminary
      or
      final).

     

    "Related
      Agreements" means any other agreement, certificate or similar document executed
      pursuant to this Agreement.

     

    "Taxes"
      means any and all taxes, fees, levies, duties, tariffs, import and other
      charges, imposed by any taxing authority, together with any related interest,
      penalties or other additions to tax, or additional amounts imposed by any taxing
      authority, and without limiting the generality of the foregoing, shall include
      net income taxes, alternative or add-on minimum taxes, gross income taxes,
      gross
      receipts taxes, sales taxes, use taxes, ad valorem taxes, value added taxes,
      franchise taxes, profits taxes, license taxes, transfer taxes, recording taxes,
      escheat taxes, withholding taxes, payroll taxes, employment taxes, excise taxes,
      severance taxes, stamp taxes, occupation taxes, premium taxes, property taxes,
      windfall profit taxes, environmental taxes, custom duty taxes or other
      governmental fees or other like assessments or charges of any kind whatsoever,
      and any transferee or secondary liability in respect of any tax (whether imposed
      by Law, contract or otherwise).

     

    "Tax
      Returns" means all reports, estimates, declarations of estimated tax,
      information statements and returns relating to, or required to be filed in
      connection with, any Taxes, including information returns or reports with
      respect to backup withholding and other payments to third parties.

     

    Other
      Terms. Other terms may be defined elsewhere in the text of this Agreement and
      shall have the meaning indicated throughout this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Other
      Definitional Provisions.

     

    The
      words
      "hereof," "herein" and "hereunder," and words of similar import, when used
      in
      this Agreement, shall refer to this Agreement as a whole and not any particular
      provision of this Agreement.

     

    The
      terms
      defined in the singular shall have a comparable meaning when used in the plural,
      and vice versa.

     

    The
      terms
      defined in the neuter or masculine gender shall include the feminine, neuter
      and
      masculine genders, unless the context clearly indicates otherwise.

     

    For
      purposes of this Agreement, "ordinary course of business" shall include, without
      limitation negotiating contract renewals consistent with past
      practices.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      and delivered on the date first above written.

     

    
      	 	SELLER:	 	 	BUYER:	 
	 	 	 	 	 	 
	 	BENECORP
              BUSINESS SERVICES, INC.	 	 	THE
              RESOURCING SOLUTIONS GROUP, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:  
                

            	
              /s/
                GARY
                MUSSELMAN

            	 	
              By:  
                

            	
              /s/
                GARY
                MUSSELMAN

            	 
	 	
              Gary
                Musselman,
                President

            	 	 	
              Gary
                Musselman,
                President

            	 
	 	
               

            	 	 	
               

            	 


    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      2.2 to Securities Purchase Agreement

     

    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