Exhibit 10.1
STOCK PURCHASE AGREEMENT
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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
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REPRESENTATIONS AND WARRANTIES OF SELLER
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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.
<PAGE>
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
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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;
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(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.
<PAGE>
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
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REPRESENTATIONS AND WARRANTIES OF BUYER
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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
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SALE OF STOCK
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Subject to and
in reliance upon the representations, warrantie
