COMMON STOCK PURCHASE AGREEMENT

WHEREAS, Scenic desires to purchase and Pacel desires to sell and issue to Scenic shares of Pacel’s Common Stock.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereby agree as follows:

Subject to the terms and conditions of this Agreement, Scenic agrees to purchase, and Pacel agrees to sell and issue to Scenic, at Closing, 5,454,545,455 shares of Common Stock (“Common Stock”) for $50,000.00 and a $250,000 Letter of Credit for use in securing Workers’ Compensation insurance with Guaranty Insurance Company, (“Purchase Price”) . The Purchase Price shall be paid by Scenic by check or by wire transfer and by delivering the Letter of Credit in the form required by Guaranty Insurance Company at Closing as defined in Section 1.2 herein.

The purchase and sale of the Common Stock shall take place at the offices of Pacel on November 14, 2006, or such other location and time as Pacel and Scenic mutually agree upon, which time and place shall be designated as the “Closing”. At the Closing, Pacel shall deliver to Scenic a certificate representing the Common Stock against delivery to Pacel by Scenic   of the Purchase Price.

Pacel represents and warrants to Scenic that, as of the date of this Agreement:

Pacel is a corporation duly organized and validly existing under the laws of the   State of Nevada and has the requisite corporate power and authority to own and operate its properties and assets and to conduct its business as now conducted and as proposed to be conducted in the future, to execute and deliver this Agreement and the other agreements contemplated herein, to issue the Common Stock and to carry out the provisions of this Agreement and the other agreements contemplated herein. Pacel is now, or will be as soon as practicable after Closing , duly qualified and authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse affect on its business, properties, prospects or financial condition.

All corporate action on the part of Pacel, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the other agreements and transactions contemplated herein, the performance of all obligations of Pacel hereunder and thereunder and the authorization, issuance and delivery of the Common Stock being sold hereunder have been or will be taken prior to the Closing. This Agreement and the other agreements contemplated herein constitute valid and legally binding obligations of Pacel, enforceable in accordance with their terms.

The Common Stock, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and free of any liens or encumbrances created by Pacel and will be issued in compliance with applicable federal and state securities laws.

No consent, approval, order or authorization of, registration, qualification or filing with, any federal, state or local governmental authority is required on the part of Pacel in connection with the consummation of the transactions contemplated by this Agreement, except for filings, if any, required pursuant to applicable state securities laws, which filings will be made within the required statutory period.

The authorized capital stock of Pacel consists, or will consist, immediately prior to Closing, of:

(a)   Common Stock. 10,000,000,000 shares of Common Stock, of which 9,942,027,401 will be issued and outstanding at Closing.

(b)   Preferred Stock. 5,500,000 shares of Preferred Stock, of which 1,500,000 shares will be issued and outstanding at Closing. The rights, privileges, preferences of the Preferred Stock are as stated in the Articles of Incorporation, as amended of Pacel.

(c)   The outstanding shares of Common Stock and the Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable.

(d)   There are no outstanding options, warrants, rights, proxy or stockholders agreements of any kind for the purchase from Pacel of any of its securities.

Pacel owns or controls, directly or indirectly, the subsidiaries described in the attached Schedule 2.6, which is incorporated herein.

Pacel has all permits, licenses and similar authorizations necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of Pacel and believes that it can obtain, without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. Pacel is not in default in any material respect under any such permits, licenses or similar authority.

Pacel is not in violation or default in any material respect of any provision of its Articles of Incorporation, as amended, or Bylaws or in any material respect of any mortgage, indenture, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule, regulation or restriction applicable to Pacel, which violation or default would have a material adverse effect on its business, properties, prospects or financial condition. The execution, delivery and performance of this Agreement and the other agreements contemplated herein and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or default or require any consent under or be in conflict with or constitute either a

violation or default under any such mortgage, indenture, agreement, instrument or contract or an event which results in the creation of any liens, charge or encumbrance upon any assets of Pacel.

There is no action, suit, proceeding or investigation pending or, to Pacel’s knowledge, currently threatened against Pacel or any of its officers, directors, employees or agents which questions the validity of this Agreement or the other agreements contemplated herein or the right of Pacel to enter into such agreements or to consummate the transactions contemplated hereby or thereby, or which might result in any material adverse change in the assets, conditions, affairs, prospects or business of Pacel, financially or otherwise, or any change in the current equity ownership of Pacel.

Pacel   has provided Scenic with all information reasonably available to it without undue expense that Scenic, and/or its agents and representatives, has requested for deciding whether to purchase the Common Stock and all information that Pacel believes is reasonably necessary to enable Scenic to make such decision. To the best of Pacel’s knowledge after reasonable investigation, neither this Agreement not any other agreements, written statements made or delivered in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

Pacel has good and marketable title to its properties and assets, free and clear of any material liens, claims or encumbrances. With respect to the property and assets it leases, Pacel is in comp