STOCK TRANSFER AGREEMENT

Exhibit 10.1

STOCK TRANSFER AGREEMENT

RECITALS

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

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

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

AGREEMENT

1.     Effective Date       The effective date of this Agreement shall September 30, 2006. (“Effective Date”).

2.     Purchase of Personnel Stock       At the Closing, as defined in Section 8 of this Agreement, Pacel shall assign, transfer and deliver to Resourcing the Personnel Stock. The purchase price of the Personnel Stock shall be $525,000 (“Purchase Price”) . The Purchase Price shall be paid by a promissory note in the form attached hereto as Exhibit “A” (“Resourcing Note”) . The assignment, transfer, and delivery by Pacel of the Personnel Stock to Resourcing shall be effected on the Closing Date by Pacel’s execution and delivery of documents and instruments necessary to assign, transfer, and deliver the Personnel Stock, free and clear of any and all liens, encumbrances, security interests, claims and other restrictions or charges of any kind whatsoever in exchange for the delivery to Pacel of the Resourcing Note.          

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.  Covenants.

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

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

6.  Closing       Subject to the satisfaction of the conditions set forth in Section 9 and Section 10 of this Agreement, the closing of the transactions contemplated hereby (“Closing” ) shall be held at 7621 Little Ave., Suite 101, Charlotte, North Carolina. The date upon which the Closing occurs is hereinafter referred to as the “Closing Date”. If by the close of business on September 30, 2006 , Closing has not occurred, then either party hereto may terminate this Agreement by written notice to such effect to the other party without liability to any other party to this Agreement unless the re