STOCK
PURCHASE AGREEMENT BY AND AMONG

    


    JESSE R.
JOYNER

    


    J.
STEWART HALL

    


    HUNTER
INTELLIGENT TRAFFIC SYSTEMS, LLC

    


    SOUTH
ATLANTIC TRAFFIC CORPORATION

    


    AND


    


    EGPI
FIRECREEK, INC.

    


    REGARDING
ALL OF THE ISSUED AND OUTSTANDING STOCK OF

    


    SOUTH
ATLANTIC TRAFFIC CORPORATION


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      
	
                        ARTICLE
      1 PURCHASE OF STOCK AND PURCHASE PRICE

                      	
                        1

                      
	 
      	 
      	 
      
	
                        1.1

                      	
                        PURCHASE
      AND SALE

                      	
                        1

                      
	 
      	 	 
      
	
                        1.2

                      	
                        PURCHASE
      PRICE

                      	
                        2

                      
	 
      	 
      	 
      
	
                        1.3

                      	
                        PURCHASE
      PRICE ADJUSTMENT MECHANISM

                      	
                        3

                      
	 
      	 
      	 
      
	
                        1.4

                      	
                        SELLER’S
      EARN OUT

                      	
                        5

                      
	 
      	 
      	 
      
	
                        1.5

                      	
                        OPTION
      TO REPURCHASE

                      	
                        5

                      
	 
      	 
      	 
      
	
                        1.6

                      	
                        PURCHASER
      STOCK ISSUED TO THE SELLER

                      	
                        6

                      
	 
      	 
      	 
      
	
                        1.7

                      	
                        EMPLOYEE
      BONUS POOL

                      	
                         6

                      
	 
      	 
      	 
      
	
                        1.8

                      	
                        INITIAL
      FINANCING AND LINE OF CREDIT CLAUSE

                      	
                        6

                      
	 
      	 
      	 
      
	
                        1.9

                      	
                        PERSONAL
      GUARANTIES

                      	
                         7

                      
	 
      	 
      	 
      
	
                        1.10

                      	
                        CONDITION
      TO CLOSING

                      	
                        7

                      
	 
      	 
      	 
      
	
                        ARTICLE
      2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE
      CORPORATION

                      	
                        7

                      
	 
      	 
      
	
                        2.1

                      	
                        CORPORATE
      ORGANIZATION

                      	
                        7

                      
	 
      	 
      	 
      
	
                        2.2

                      	
                        SUBSIDIARIES
      AND AFFILIATES

                      	
                        7

                      
	 
      	 
      	 
      
	
                        2.3

                      	
                        CAPITAL
      STOCK

                      	
                        8

                      
	 
      	 
      	 
      
	
                        2.4

                      	
                        CORPORATE
      RECORDS

                      	
                        8

                      
	 
      	 
      	 
      
	
                        2.5

                      	
                        AUTHORIZATION

                      	
                        8

                      
	 
      	 
      	 
      
	
                        2.6

                      	
                        NO
      VIOLATION

                      	
                        8

                      
	 
      	 
      	 
      
	
                        2.7

                      	
                        FINANCIAL
      STATEMENTS

                      	
                        9

                      
	 
      	 
      	 
      
	
                        2.8

                      	
                        EMPLOYEES

                      	
                        9

                      
	 
      	 
      	 
      
	
                        2.9

                      	
                        ABSENCE
      OF CERTAIN CHANGES

                      	
                        9

                      
	 
      	 
      	 
      
	
                        2.10

                      	
                        CONTRACTS

                      	
                        9

                      
	 
      	 
      	 
      
	
                        2.11

                      	
                        BROKERAGE

                      	
                        11

                      
	 
      	 
      	 
      
	
                        2.12

                      	
                        TITLE
      AND RELATED MATTERS

                      	
                        11

                      
	 
      	 
      	 
      
	
                        2.13

                      	
                        LITIGATION

                      	
                        11

                      
	 
      	 
      	 
      
	
                        2.14

                      	
                        TAX
      MATTERS

                      	
                        12

                      
	 
      	 
      	 
      
	
                        2.15

                      	
                        COMPLIANCE
      WITH LAW AND APPLICABLE GOVERNMENT

                      	
                        14

                      
	 
      	 
      	 
      
	
                        2.16

                      	
                        ERISA
      AND RELATED MATTERS

                      	
                        14

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  2.17

                	
                  BANKS,
      BROKERS AND PROXIES

                	
                  14

                
	 
      	 
      	 
      
	
                  2.18

                	
                  INTELLECTUAL
      PROPERTY

                	
                  14

                
	 
      	 
      	 
      
	
                  2.19

                	
                  DEALINGS
      WITH AFFILIATES

                	
                  15

                
	 
      	 
      	 
      
	
                  2.20

                	
                  INSURANCE

                	
                  15

                
	 
      	 
      	 
      
	
                  ARTICLE
      3 ADDITIONAL REPRESENTATIONS OF THE SELLER

                	
                  15

                
	 
      	 
      
	
                  3.1

                	
                  SHARES
      HELD FOR OWN ACCOUNT

                	
                  16

                
	 
      	 
      	 
      
	
                  3.2

                	
                  NO
      REGISTRATION

                	
                  16

                
	 
      	 
      	 
      
	
                  3.3

                	
                  INVESTMENT
      KNOWLEDGE

                	
                  16

                
	 
      	 
      	 
      
	
                  ARTICLE
      4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                	
                  16

                
	 
      	 
      
	
                  4.1

                	
                  CORPORATE
      ORGANIZATION

                	
                  16

                
	 
      	 
      	 
      
	
                  4.2

                	
                  CAPITAL
      STOCK

                	
                  16

                
	 
      	 
      	 
      
	
                  4.3

                	
                  AUTHORIZATION

                	
                  17

                
	 
      	 
      	 
      
	
                  4.4

                	
                  NO
      VIOLATION

                	
                  17

                
	 
      	 
      	 
      
	
                  4.5

                	
                  FINANCIAL
      STATEMENTS

                	
                  17

                
	 
      	 
      	 
      
	
                  4.6

                	
                  BROKERAGE

                	
                  18

                
	 
      	 
      	 
      
	
                  4.7

                	
                  INVESTMENT
      INTENT

                	
                  18

                
	 
      	 
      	 
      
	
                  4.8

                	
                  ACQUIRED
      SHARES

                	
                  18

                
	 
      	 
      	 
      
	
                  4.9

                	
                  DISCLOSURE

                	
                  18

                
	 
      	 
      	 
      
	
                  ARTICLE
      5 COVENANTS OF THE PURCHASER

                	
                  18

                
	 
      	 
      
	
                  5.1

                	
                  CONSENTS

                	
                  18

                
	 
      	 
      	 
      
	
                  5.2

                	
                  BREACH
      OF AGREEMENT

                	
                  18

                
	 
      	 
      	 
      
	
                  5.3

                	
                  CONFIDENTIALITY

                	
                  19

                
	 
      	 
      	 
      
	
                  5.4

                	
                  TRANSFER
      OR PLEDGE OF SHARES

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE
      6 OTHER AGREEMENTS

                	
                  18

                
	 
      	 
      
	
                  6.1

                	
                  TAX
      PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING DATE

                	
                  19

                
	 
      	 
      	 
      
	
                  6.2

                	
                  AUDITS

                	
                  19

                
	 
      	 
      	 
      
	
                  6.3

                	
                  EMPLOYMENT,
      NON-COMPETITION AND INCENTIVE COMPENSATION AGREEMENTS

                	
                  19

                
	 
      	 
      	 
      
	
                  6.4

                	
                  FURTHER
      ASSURANCES

                	
                  20

                
	 
      	 
      	 
      
	
                  6.5

                	
                  NO
      SOLICITATION OR NEGOTIATION

                	
                  20

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  6.6

                	
                  INDEMNIFICATION
      AND RELEASE FROM AGREEMENTS OF PERSONAL GUARANTY

                	
                  20

                
	 
      	 
      	 
      
	
                  ARTICLE
      7 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

                	
                  20

                
	 
      	 
      
	
                  7.1

                	
                  REPRESENTATIONS
      AND WARRANTIES; PERFORMANCE

                	
                  21

                
	 
      	 
      	 
      
	
                  7.2

                	
                  CONSENTS
      AND APPROVALS

                	
                  21

                
	 
      	 
      	 
      
	
                  7.3

                	
                  NO
      MATERIAL ADVERSE CHANGE

                	
                  21

                
	 
      	 
      	 
      
	
                  7.4

                	
                  NO
      PROCEEDING OR LITIGATION

                	
                  21

                
	 
      	 
      	 
      
	
                  7.5

                	
                  PROCEEDINGS
      AND DOCUMENTS

                	
                  21

                
	 
      	 
      	 
      
	
                  7.6

                	
                  SECRETARY'S
      CERTIFICATE

                	
                  21

                
	 
      	 
      	 
      
	
                  7.7

                	
                  EMPLOYMENT
      AGREEMENTS

                	
                  21

                
	 
      	 
      	 
      
	
                  7.8

                	
                  OTHER
      DOCUMENTS

                	
                  22

                
	 
      	 
      	 
      
	
                  ARTICLE
      8 CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE
      CORPORATION

                	
                  22

                
	 
      	 
      
	
                  8.1

                	
                  REPRESENTATIONS
      AND WARRANTIES; PERFORMANCE

                	
                  22

                
	 
      	 
      	 
      
	
                  8.2

                	
                  CONSENTS
      AND APPROVALS

                	
                  22

                
	 
      	 
      	 
      
	
                  8.3

                	
                  NO
      PROCEEDING OR LITIGATION

                	
                  22

                
	 
      	 
      	 
      
	
                  8.4

                	
                  PROCEEDINGS
      AND DOCUMENTS

                	
                  22

                
	 
      	 
      	 
      
	
                  8.5

                	
                  SECRETARY'S
      CERTIFICATE

                	
                  23

                
	 
      	 
      	 
      
	
                  8.6

                	
                  CERTIFICATE
      OF GOOD STANDING

                	
                  23

                
	 
      	 
      	 
      
	
                  8.7

                	
                  EMPLOYMENT
      AGREEMENTS

                	
                  23

                
	 
      	 
      	 
      
	
                  8.8

                	
                  INDEMNIFICATION
      AGREEMENT

                	
                  23

                
	 
      	 
      	 
      
	
                  8.9

                	
                  REGISTRATION
      RIGHTS AGREEMENT

                	
                  23

                
	 
      	 
      	 
      
	
                  8.10

                	
                  PROMISSORY
      NOTE

                	
                  23

                
	 
      	 
      	 
      
	
                  8.11

                	
                  OTHER
      DOCUMENTS

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      9 CLOSING

                	
                  23

                
	 
      	 
      	 
      
	
                  9.1

                	
                  CLOSING

                	
                  23

                
	 
      	 
      	 
      
	
                  9.2

                	
                  INTERVENING
      LITIGATION

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      10 TERMINATION PRIOR TO CLOSING

                	
                  24

                
	 
      	 
      	 
      
	
                  10.1

                	
                  METHODS
      OF TERMINATION

                	
                  24

                
	 
      	 
      	 
      
	
                  10.2

                	
                  TERMINATION
      OF OBLIGATIONS

                	
                  25

                
	 
      	 
      	 
      
	
                  ARTICLE
      11 INDEMNIFICATION

                	
                  25

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                11.1

              	
                THE
      SELLERS' AGREEMENT TO INDEMNIFY

              	
                25

              
	 
      	 
      	 
      
	
                11.2

              	
                THE
      PURCHASER'S AGREEMENT TO INDEMNIFY

              	
                25

              
	 
      	 
      	 
      
	
                11.3

              	
                LIMITATIONS
      ON INDEMNIFICATION

              	
                25

              
	 
      	 
      	 
      
	
                11.4

              	
                THIRD
      PARTY INDEMNIFICATION

              	
                26

              
	 
      	 
      	 
      
	
                11.5

              	
                SURVIVAL;
      TIME TO ASSERT CLAIMS

              	
                27

              
	 
      	 
      	 
      
	
                11.6

              	
                INDEMNIFICATION;
      SOLE REMEDY

              	
                28

              
	 
      	 
      	 
      
	
                ARTICLE
      12 MISCELLANEOUS PROVISIONS

              	
                28

              
	 
      	 
      	 
      
	
                12.1

              	
                AMENDMENT
      AND MODIFICATION

              	
                28

              
	 
      	 
      	 
      
	
                12.2

              	
                ENTIRE
      AGREEMENT

              	
                28

              
	 
      	 
      	 
      
	
                12.3

              	
                CERTAIN
      DEFINITIONS

              	
                28

              
	 
      	 
      	 
      
	
                12.4

              	
                NOTICES

              	
                31

              
	 
      	 
      	 
      
	
                12.5

              	
                ASSIGNMENT

              	
                33

              
	 
      	 
      	 
      
	
                12.6

              	
                GOVERNING
      LAW

              	
                33

              
	 
      	 
      	 
      
	
                12.7

              	
                DISPUTE
      RESOLUTION

              	
                33

              
	 
      	 
      	 
      
	
                12.8

              	
                COUNTERPARTS

              	
                33

              
	 
      	 
      	 
      
	
                12.9

              	
                HEADINGS

              	
                33

              
	 
      	 
      	 
      
	
                12.10

              	
                BINDING
      EFFECT

              	
                33

              
	 
      	 
      	 
      
	
                12.11

              	
                DELAYS
      OR OMISSIONS

              	
                34

              
	 
      	 
      	 
      
	
                12.12

              	
                SEVERABILITY

              	
                34

              
	 
      	 
      	 
      
	
                12.13

              	
                EXPENSES

              	
                34

              


      

      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    STOCK
PURCHASE AGREEMENT

    


    THIS
STOCK PURCHASE AGREEMENT
(the "AGREEMENT"), dated on or before November 15, 2009, to be effective as of
October 1, 2009, by and among EGPI FIRECREEK, INC., a Nevada corporation located
at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (the "PURCHASER"), BOB
JOYNER, a Florida resident ("JOYNER"), STEWART HALL, a North Carolina resident
("HALL"), HUNTER INTELLIGENT TRAFFIC SYSTEMS, LLC, a Georgia limited liability
company located at 1021 Golf Estates Drive, Woodstock Georgia 30189 (“HUNTER”
and together with Joyner and Hall, hereinafter sometimes referred to
individually as a "SELLER" and collectively as, the "SELLERS"), and SOUTH
ATLANTIC TRAFFIC CORPORATION, a Florida subchapter-S corporation located at 2295
Towne Lake Pkwy.,
Suite 116 PMB 305, Woodstock, Georgia, 30189 (the “CORPORATION"), (the
Sellers, the Purchaser, the Corporation collectively referred to herein as the
"PARTIES").

    


    RECITALS

    


    WHEREAS,
the Sellers own all of the issued and outstanding common stock of the
Corporation;

    


    WHEREAS,
the Sellers desire to sell all of their interests in the Corporation to the
Purchaser and the Purchaser desires to purchase all of such interests from the
Sellers;

    


    WHEREAS,
to induce each other to enter into this Agreement, the Parties have agreed to
execute, deliver and perform certain obligations under this Agreement and the
other related agreements to which they are parties;

    


    NOW
THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties agree as follows:

    


    ARTICLE
1

    


    PURCHASE
OF STOCK AND PURCHASE PRICE

    


    1.1    
PURCHASE AND SALE. Subject to the terms and conditions of this Agreement, the
Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase
from the Sellers, all of the issued and outstanding shares of capital stock of
the Corporation (the "SHARES").


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    1.2    
PURCHASE PRICE.

    


    1.2.1 The
Purchaser agrees to pay to the Sellers aggregate consideration of $2,326,300
(the "PURCHASE PRICE") by delivery of (i) cash in available funds equal to the
sum of Fifty Percent (50%) of the Company’s available cash balance at Closing
plus Twenty-Five Percent (25%) of the Company’s trade accounts receivables aged
less than Ninety (90) days past due at Closing with an additional amount to be
negotiated for the outstanding retainage and imminent collections of receivables
over 90 days old as negotiated prior to Closing. The Target Cash Consideration
will be set at Six Hundred Thousand US Dollars ($600,000.00); the Base Working
Capital Requirement will be set at Six Hundred Thousand US Dollars
($600,000.00). The cash payment at closing will be the greater of the
calculation as described above based on cash on hand and qualified receivables,
or $600,000.00, (ii) promissory note(s) totaling Five Hundred Sixty Three
Thousand One Hundred US Dollars ($563,100.00) (the “PROMISSORY NOTE”), The
Promissory Note will accrue interest at a rate of Nine Percent (9%) per annum
and will amortize with a principal and interest payment at the First Anniversary
Date of the Transaction of Twenty-Five Percent (25%) of the Seller Note plus
accrued interest, a principal and interest payment at the Second Anniversary
Date of the Transaction of Twenty-Five Percent (25%) of the Seller Note plus
accrued interest and a Final Payment of the Outstanding Balance of the Seller
Note plus any unpaid interest on the Third Anniversary Date of the Transaction,
and (ii) $1,163,200.00 in value of shares of Common Stock to the Sellers for the
balance thereof ("STOCK CONSIDERATION") as described below in Section 1.2.2 of
this Agreement. The Sellers agree, for purposes hereof, that the Stock
Consideration will be allocated pro-rata based on their equity ownership in the
Corporation. The Sellers agree, for purposes hereof, that principal and interest
on the Promissory Note will be allocated pro rata based on their equity
ownership in the Corporation immediately prior to Closing. The Promissory Note
carries a cumulative claw-back feature (the “Claw Back”) for the term of the
Promissory Note. The Corporation will be operated in a manner consistent with
its current operations until the end of the Clawback period. 
The Claw Back shall no longer apply in the event that (i) the Corporation or
substantially all of its assets are sold, (ii).or a material change is made by
the Purchaser to the policies and procedures implemented by the Corporation over
the past two years.

    


               1.2.2        
The Stock Consideration shall be issued to the Sellers as follows:

    


    (a) At
closing, the Purchaser shall issue to the Sellers an aggregate of 2,908,000
shares of its Common Stock (“the “STOCK CONSIDERATION”) the total Stock
Consideration to be paid to the Sellers based upon a share price of Forty Cents
($0.40) per share.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (b)
Common shares issued at Closing will carry a make whole provision (the “Make
Whole”). It is the parties’ intention that the Proposed Transaction will be
structured as a tax-free reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended. The
Make Whole provides down-side protection against a decline in Purchaser’s common
share price. The Make Whole is available only for shares held from the Stock
Consideration by the Seller for a period of one year following Closing. In the event that the
Market Price Per Share of the Stock Consideration during the thirty (30)
consecutive trading days immediately prior to the first anniversary of the
Closing (the “Make Whole Date”) is less than $.40, Purchaser would, at
Purchaser’ option, either issue to Sellers that number of additional shares of
EGPI common stock equal to (1) the number of shares of EGPI common stock
comprising the Stock Consideration held at the Make Whole Date, multiplied by $.40,
less (2) the
number of shares of EGPI common stock comprising the Stock Consideration held at
the Make Whole Date, multiplied by the
Market Price Per Share of the Stock Consideration on the Make Whole Date.
Notwithstanding the foregoing, Purchaser’s obligation to make any adjustment
pursuant to the preceding sentence shall terminate in the event that, at any
time prior to the Make Whole Date, the aggregate Market Price Per Share of the
Stock Consideration during any twenty consecutive trading days exceeds $.75. The
termination of the Make Whole mechanism will only apply if the Sellers’
shares are registered during the entire twenty consecutive trading days
period, during which the Market Price Per Share of the Stock Consideration
exceeds $.75, by virtue of eligibility and effectiveness of either i)
144 legend removal or ii) self imposed registration process by the
Company.

    


    
      	
            	
               1.3

            	
              PURCHASE
      PRICE ADJUSTMENT MECHANISM.

            


    

    


    1.3.1    
The Promissory Note portion of the Cash Consideration and the Stock
Consideration for each of the Sellers will be adjusted based on the final
Unaudited Financial Statements for the period the purchase price was calculated
and the impact on calculated EBITDA used in the original formula. The
determinations of EBIDTA and other financial results for purposes of any
post-closing adjustment of the sales price musts be made in accordance with
generally accepted accounting principles, using the same methods of accounting ,
accounting principles and practices utilized in the preparation of SATCO's
financial statements for the periods preceding the Closing. There will
be no adjustment made to the calculated EBITDA based on the current method of
accounting for commissions. The Purchaser is aware of and agrees with the
current method of accounting for commissions. In the event that the Purchase
Price of the Company is reduced after review of the final Audited Financial
Statements or during the due diligence process, the Sellers will have the right
to unwind this transaction if the adjustment lowers the average Trailing
Twenty-Four Month EBITDA by more than One Hundred Thousand Dollars
($100,000.00).

    


    1.3.2    
The aggregate of the Promissory Note portion of the Cash Consideration and the
Stock Consideration to be paid by the Purchaser to the Sellers is subject to a
one-time adjustment based upon the Corporation's final audited financial
statements, as described below.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    1.3.3    
As soon as practicable, but in no event more than sixty (60) days after the
closing date, the Purchaser shall cause the Corporation to prepare and deliver
to the Seller, special purpose financial statements prepared in accordance with
Closing GAAP, applied on a consistent basis in accordance with the Corporations
historical accounting policies and as described on Schedule 1.3.3, showing
results of operation of the Corporation as of the Closing Date (the
"DETERMINATION DATE FINANCIAL STATEMENTS"), which Determination Date Financial
Statements shall be prepared at the expense of the Purchaser, by the accounting
firm of Tomkiewicz Wright, LLC (the "AUDITOR"). There will be no adjustment made
to the calculated EBITDA based on the current method of accounting for
commissions. The Purchaser is aware of and agrees with the current method of
accounting for commissions. In addition, the Purchaser shall bear the expense of
having an opening date balance sheet as of the Effective Date, prepared by the
Auditor in accordance with Closing GAAP, applied on a consistent basis in
accordance with the Corporation's historical accounting policies. The parties
acknowledge that the Determination Date Financial Statements are for the sole
purpose of determining adjustments to the Purchase Price and may not reflect the
actual financials of the Corporation used in preparing the Purchaser's
consolidated financial statements.

    


    1.3.4    
The Sellers shall have thirty (30) days from the date the Determination Date
Financial Statements are delivered by the Purchaser and the Corporation to
review the Determination Date Financial Statements and propose any adjustments
for the purpose of determining adjustments to the Purchase Price. If after
discussion of any such proposed adjustments, either party disputes such
adjustments, then the Purchaser and the Sellers shall engage a nationally
recognized accounting firm (the "ALTERNATE AUDITOR") to review the disputed
items. The Alternate Auditor's determination of the disputed items with respect
to the determination of the Purchase Price shall be final and binding upon the
Parties, without adjustment. All invoices submitted by the Alternate Auditor
shall be paid by the Purchaser and the Sellers equally.

    


    1.3.5    
The "ADJUSTED PURCHASE PRICE" for the Shares shall be the greater of (x) 4.5
times the difference in the Corporation's EBIDTA for the Determination Period,
as calculated from the Determination Date Financial Statements and the EBITDA
used for the 24 month trailing period in the purchase price calculation. The
Determination Period shall be for the trailing 24 months from May 1st, 2007
to April 30th,
2009.The adjusted purchase price shall be applied against the Stock
Consideration. The Sellers hereby agree that it shall deliver any shares of
Common Stock required to pay the Shortage Amount, if any, free and clear of all
Liens.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
            	
              1.4

            	
              SELLER’S
      EARN OUT.

            


    

     


    In
addition to the Purchase Price, the Sellers shall, for a period of thirty six
(36) months following the Closing Date (the "EARNOUT TERM"), be entitled to earn
incentive compensation payable in cash (the “Earnout Provision” or “Earnout”)
based upon the final performance of the Corporation, as defined in EXHIBIT A,
according to the formula set forth on EXHIBIT A, and (b) be entitled to earn
additional equity compensation based upon the financial performance of acquired
companies, determined in accordance with the provisions of EXHIBIT A.

    


    
      	
            	
              1.5

            	
              OPTION
      TO REPURCHASE.

            


    

    


    1.5.1    
If the average Market Price for the Common Stock is less than Forty Cents
($0.40) per share for the fifteen (15) consecutive Trading Days ending on the
Second Anniversary Date, then the Sellers shall have the option, but not the
obligation, to repurchase all, but not less than all, of the Shares from the
Purchaser. The Sellers shall have thirty (30) days from the Second Anniversary
Date to notify the Purchaser of its intent to exercise its purchase option. In
the event that the Sellers exercise their option to acquire the Shares, then the
Sellers shall be obligated to purchase the Shares at an aggregate purchase price
of $2,326,300 payable in $1,163,100 in cash and balance of any note and
2,908,000 shares of the Purchaser’s common stock.

    


    1.5.2    
Notwithstanding the foregoing, the Sellers shall not have an option to
repurchase the Shares pursuant to Section 1.5.1 of the Agreement in the event
that any of the following has occurred: (a) projected, pro forma, combined,
consolidated revenue run rate for the Purchaser for the twelve (12) month period
ending on the Second Anniversary Date exceeds $50,000,000; (b) the Market Price
for the Common Stock is equal to or greater than One Dollar ($1.00) per share
(on an adjusted basis taking into consideration any capital reorganization,
reclassification, or otherwise) for three (3) consecutive trading days occurring
between the Closing Date and the Second Anniversary Date; (c) consolidated net
income before taking into account federal and any state or local income taxes
for the Purchaser for the twelve (12) month period ending on the Second
Anniversary Date exceeds $13,000,000; (d) as of the Second Anniversary Date the
Common Stock is listed for trading on the National Association of Securities
Dealers' Automated Quotation Small Cap Market; (e) the Corporation's EBIDTA is
less than $400,000 for the twelve (12) month period ending on the Second
Anniversary Date or (f) the Corporation's revenue is less than $12,000,000 for
the twelve (12) month period ending on the Second Anniversary
Date.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
            	
              1.6

            	
              PURCHASER
      STOCK ISSUED TO THE SELLER.

            


    

    


    1.6.1    
No fractional shares of Common Stock shall be issued to the Sellers hereunder,
and the number of shares of Common Stock to be issued shall be rounded down to
the nearest whole share. If a fractional share interest arises pursuant to any
calculation in Section 1.3 or elsewhere herein, the Purchaser shall eliminate
such fractional share interest by paying the Seller the amount computed by
multiplying the fractional interest by the price of a full share (with such
price being the same price used to determine the shares then being
issued).

    


    1.6.2    
The Sellers shall be granted registration rights, with respect to all shares of
Common Stock issued to the Sellers hereunder, as more specifically set forth in
that certain Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT")
in the form attached hereto as EXHIBIT B.

    


    1.6.3    
Shares of Common Stock, when issued and delivered to the Seller in accordance
with the terms hereof, will be duly authorized, validly issued, fully-paid and
non-assessable.

    


    1.6.4    
The stock certificates evidencing the Shares of Common Stock issued to Sellers
hereunder will bear the following legend:

    


     THIS
SHARES OF STOCK EVIDENCED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

    


    
      	
            	
              1.7

            	
              EMPLOYEE
      BONUS POOL.

            


    

     


    A pool of
shares of the Purchaser’s common stock (500,000 shares) shall be made available
for distribution to employees of the Corporation at the first anniversary of the
Closing in an incentive stock option plan for the benefit of certain employees
of the Companies designated by the Sellers, with an exercise price not to exceed
one hundred and ten percent market price on date of issuance.

     

    
      	
            	
              
                1.8

              

            	
              
                
                
INITIAL
      FINANCING AND LINE OF CREDIT CLAUSE

            


    

    
    

     

    The
Purchaser acknowledges that the Factoring Transaction associated with Creative
Capital Associates is an initial financing and the Purchaser is bound by this
agreement to obtain an additional traditional Line of Credit, or other
traditional form of debt, as soon as possible, as stipulated in the original
Letter of Intent. The Purchaser agrees to obtain a conventional Line of Credit
Financing Facility, or other traditional form of debt, within forty-five (45)
days of closing with an option by the Purchaser to extend this deadline to
January 31, 2010. In addition, the Purchaser will reimburse the interest charges
for the existing financing to the Corporation.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    1.9    
 PERSONAL GUARANTIES

    


    The
Agreement provides (i) that the Purchaser will fully indemnify the Sellers for
any amounts the Sellers are required to pay pursuant to such guarantees, and
(ii) that the Purchaser will offer to replace the Sellers’ personal guaranties
with its corporate guaranty, or otherwise take any action required to remove the
guaranties, as soon as possible following the Closing.

    


    1.10    CONDITION
TO CLOSING

    


    A cash
payment in the amount of $600,000 will be made to the Sellers, and a cash
payment of $100,000, which will be applied toward the working capital
requirement, will be made to the Corporation within forty-eight (48) hours of
the signature date of the Agreement.

    


    
      ARTICLE
2

      


      REPRESENTATIONS
AND WARRANTIES OF THE SELLERS AND THE CORPORATION

      


      The
Sellers and the Corporation , to the best of their knowledge, hereby represent
and warrant to the Purchaser as of the date hereof and as of the Closing Date
that:

      


      2.1    
CORPORATE ORGANIZATION. The Corporation is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation with full corporate power and authority to carry on its business
as it is now being conducted and proposed to be conducted, and to own, operate
and lease its properties and assets. The Corporation is duly qualified or
licensed to do business in good standing in every jurisdiction in which they
conduct of its business, the ownership or lease of its properties, the proposed
conduct of its business or ownership or lease of its properties, or the
transactions contemplated by this Agreement, require it to be so qualified or
licensed and the failure to be so qualified or licensed would have a Material
Adverse Effect, which jurisdictions are listed on SCHEDULE 2.1
hereto.

      


      2.2     SUBSIDIARIES
AND AFFILIATES.  Other than as set forth on SCHEDULE 2.2, the
Corporation has no Subsidiaries or Affiliates.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      2.3     CAPITAL
STOCK.  The
entire  authorized  capital  stock  of  the
Corporation  consists of ten thousand (10,000) shares of common stock
with $0.01 par value per share,  of  which  three
thousand (3,000) shares  are  issued  and
outstanding, and all of which are owned by the Sellers. All issued and
outstanding shares having been validly issued and are fully paid and
non-assessable, with no personal liability or preemptive rights attaching to the
ownership thereof.  Except as set forth on SCHEDULE 2.3, no
instruments or securities of any kind exist which are convertible into
additional shares of the
capital  stock  of  the  Corporation,  nor
do any outstanding options, warrants,
rights,  calls,  commitments,  plans, or other
arrangements or agreements of any character  exist providing for the
purchase or issuance of any additional shares
of  the  Corporation.

      


      2.4     CORPORATE
RECORDS.  The  minutes of the directors and shareholders
of  the Corporation made available to the Purchaser are complete and
correct and
contain  all  of  the  proceedings  of  the  shareholders  and  directors
of the Corporation.

      


      2.5   
AUTHORIZATION. The Sellers have full power and authority to enter into this
Agreement and the agreements contemplated hereby and to deliver the Shares and
the certificates evidencing such Shares to the Purchaser as provided for herein,
free and clear of all Liens. The execution, delivery and performance of this
agreement and all other agreements and transactions contemplated hereby have
been duly authorized by the directors and shareholders of the Corporation and no
other corporate proceedings on its part are necessary to authorize this
Agreement and the transactions contemplated hereby.

      


      2.6    
NO VIOLATION. Other than as set forth in SCHEDULE 2.6, the execution and
delivery by the Sellers and the Corporation of this Agreement, and all other
agreements contemplated hereby, and the fulfillment of and compliance with the
respective terms hereof and thereof by the Sellers and the Corporation do not
and will not (a) conflict with or result in a breach of the terms, conditions or
provisions of or constitute a default or event of default under (with due
notice, lapse of time or both) of any contract to which either the Corporation
or the Sellers is a party; (b) or result in the creation of any Lien upon any of
the Sellers' assets or the Corporation's capital stock or assets; (c) give any
third party the right to accelerate any obligations of either the Sellers or the
Corporation; (d) result in a violation of or require any authorization, consent,
approval, exemption or other action by or notice to any court or Authority
pursuant to, the charter or bylaws of the Corporation, or any Regulation, Order
or Contract to which the Sellers, the Corporation or their respective properties
are subject. The Sellers will comply with all applicable Regulations and Orders
in connection with the execution, delivery and performance of this Agreement and
the transactions contemplated hereby.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      2.7     FINANCIAL
STATEMENTS.

      


      2.7.1    
Unaudited year-end balance sheets and statements of operations of the
Corporation as of December 31, 2008 and unaudited balance sheets for the period
commencing January 1, 2009 and ending June 30, 2009 (the "FINANCIAL STATEMENT
DATE") and unaudited statements of operations for the six (6) month period then
ended (collectively, the "FINANCIAL STATEMENTS") have been delivered to the
Purchaser, and are attached to SCHEDULE 2.7.1. Such balance sheets and the notes
thereto fairly present the financial position of the Corporation as at the
respective dates thereof, and such Financial Statements (a) fairly present the
results of operations for the periods therein referred to, all in accordance
with GAAP (except as stated therein or in the notes thereto) applied on a
consistent basis; (b) fairly present the financial condition of the Corporation
at the respective date of, and for the period covered by such statements; and
(c) are in accordance with the required or permitted statutory accounting
requirements or practices applied on a consistent basis under the laws of the
State of Georgia. The determinations of EBIDTA and other financial results for
purposes of any post-closing adjustment of the sales price musts be made in
accordance with generally accepted accounting principles, using the same methods
of accounting , accounting principles and practices utilized in the preparation
of SATCO's financial statements for the periods preceding the Closing. The
Purchaser is aware of and agrees with the current method of accounting for
commissions. Since the Financial Statement Date, no change has occurred in the
condition of the Corporation as shown in the Financial Statements which has or
could reasonably be expected to have a Material Adverse Effect.

      


      2.8    
EMPLOYEES. SCHEDULE 2.8 lists all employees of the Corporation whose annual base
salary exceeds $100,000 per year. The Corporation has been for the past four (4)
years, and currently is, in material compliance with all Federal, State and
local Regulations or Orders affecting employment and employment practices of
such Corporation (including those Regulations promulgated by the Equal
Employment Opportunity Commission), including terms and conditions of employment
and wages and hours. At the Closing, the Corporation will have no obligation to
make any payment to any of past or present employees, officers or directors or
independent contractors except as to those individuals described in SCHEDULE
2.8, other than compensation paid in the ordinary course of
business.

      
 

      2.9    
ABSENCE OF CERTAIN CHANGES. Since the Financial Statement Date, there has not
been (a) any Material Adverse Change; (b) any damage, destruction or loss,
whether covered by insurance or not, having a Material Adverse Effect, with
regard to the Corporation's properties and businesses; (c) any declaration,
setting aside or payment of any dividend or distribution (whether in cash, stock
or property) in respect of the Corporation's capital stock, or any redemption or
other acquisition of such stock by the Corporation; (d) any material increase in
the compensation payable to or to become payable by the Corporation to its
officers or employees or any adoption of or increase in any bonus, insurance,
pension or other employee benefit plan, payment or arrangement made to, for or
with any such officers or employees or any Affiliate of the Corporation; (e) any
entry into any material Contract not in the ordinary course of business,
including without limitation any borrowing or capital expenditure; or (f) any
change by the Corporation in accounting methods or principles, except as listed
in SCHEDULE 2.9.

      


      2.10   CONTRACTS.

      


      2.10.1  
Except as expressly contemplated by this Agreement or as set forth on Schedules
2.10(a)-(n) hereto, as of the Closing Date, the Corporation is not a party to
any written or oral:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (a)    
pension, profit sharing, stock options, employee stock purchase or other plan
providing for deferred or other compensation to employees or any other employee
benefit plan, or any Contract with any labor union, except as listed in SCHEDULE
2.10.1 (a);

       

      (b)    
Contract for the employment of any officer, individual employee or other person
on a full-time, part-time, consulting or other basis or Contract relating to
loans to officers, directors or Affiliates;

       

      (c)    
Contract relating to the borrowing of money or the mortgaging,
pledging or otherwise placing a Lien on any asset owned by the
Corporation;

       

      (d)    
Guarantee of any obligation;

       

      (e)    
Contract under which the Corporation has advanced or loaned any Person
money;

       

      (f)     
Contract under which the Corporation is lessee of or holds or operates any
property, real or personal, owned by any other party, other than equipment
leases entered into in the ordinary course of business;

       

      (g)    
Contract under which the Corporation is lessor of or permits any third party to
hold or operate any property, real or personal, owned or controlled by the
Corporation;

       

      (h)    
Contract or group of related Contracts with the same party or group of
affiliated parties the performance of which involves a consideration in excess
of $50,000 in the aggregate, excluding any purchase orders in the ordinary
course of business;

       

      (i)     
assignment, license, indemnification or Contract with respect to any intangible
property (including, without limitation, any Proprietary Rights), other than
software licenses in the ordinary course of business;

       

      (j)     
Contract under which it has granted any Person any registration rights
(including piggyback rights) with respect to any securities;

       

      (k)    
Contract prohibiting it from freely engaging in any business or competing
anywhere in the present geographic location;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (l)     
Contract for the purchase, acquisition or supply of property and assets, whether
for resale or otherwise, other than value-added reseller agreements entered into
in the ordinary course of business;

       

      (m)    Contracts
providing for "take or pay" or similar unconditional purchase or payment
obligations;

       

      (n)    
any other contract which is material to its operations and business prospects or
involves a consideration in excess of $50,000 annually, excluding any purchase
orders in the ordinary course of business.

      


      2.10.2  
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 or in
breach of nor in receipt of any claim of default or breach under any Contract to
which the Corporation is subject; no event has occurred which with the passage
of time or the giving of notice or both would result in a default, breach or
event of noncompliance under any Contract to which the Corporation
is subject; the Corporation has no present expectation or intention of not fully
performing all of its contractual obligations; and the Corporation has no
knowledge of any breach or anticipated breach by the other parties to any
Contract to which it is a party.

      


      2.11  
BROKERAGE. No broker, agent or finder has rendered services to the Sellers or
the Corporation in connection with the transactions contemplated under this
Agreement.

      


      2.12   TITLE
AND RELATED MATTERS.

      


      2.12.1  
Except as set forth in SCHEDULE 2.12.1 hereto, the Corporation has good and
marketable title to all of the properties and assets reflected in the Financial
Statements (except for properties and assets sold since the Financial Statement
Date in the ordinary course of business), free and clear of all Liens, except
(a) statutory Liens not yet delinquent; (b) such imperfections or irregularities
of title, Liens, easements, charges or encumbrances
as do not detract from or interfere with the present use of the properties or
assets subject thereto or affected thereby, otherwise impair present business
operations at such properties; or do not detract from the value of such
properties and assets, taken as a whole; or (c) Liens reflected in the Financial
Statements or the notes thereto.

       

      2.13  
LITIGATION. There is no Claim pending or threatened against the Corporation
which, if adversely determined, would have a Material Adverse Effect, nor is
there any Order outstanding against the Corporation which has, or could
reasonably be expected to have, a Material Adverse Effect, except as listed in
SCHEDULE 2.13..

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      2.14     TAX
MATTERS.

      


      2.14.1  
The Corporation has filed all federal, tax reports, returns, information returns
and other documents required to be filed and has filed state and local tax
reports, returns, information returns in the jurisdictions listed on SCHEDULE
2.14.1 (collectively the "TAX RETURNS") required to be filed and has duly paid
or accrued on the Financial Statements all relevant taxes, including without
limitation income, premium, gross receipts, net proceeds, alternative or add-on
minimum, ad valorem, value added, turnover, sales, use, property, personal
property (tangible and intangible), stamp, leasing, lease, user, excise, duty,
franchise, transfer, license, withholding, payroll, employment, fuel, excess
profits, occupational and interest equalization, windfall profits, severance and
other charges (including interest and penalties) (collectively, the "TAXES") due
claimed to be due or may be due by federal, state, or local authorities
(collectively, the "TAXING AUTHORITIES"). All Taxes required or anticipated to
be paid for all periods prior to and including the Closing Date have been paid
or fully reserved against in accordance with GAAP, except as provided in
SCHEDULE 2.14.1(a) hereto. All Taxes which are required to be withheld or
collected by the Corporation have been duly withheld or collected and, to the
extent required, have been paid to the proper Taxing Authority or properly
segregated or deposited as required by applicable laws. There are no Liens for
Taxes upon any property or assets of the Corporation except for liens for Taxes
not yet due and payable. The Corporation has not executed a waiver of the
statute of limitations on the right of the Internal Revenue Service or any other
Taxing Authority to assess additional Taxes or to contest the income or loss
with respect to any Tax Return. The basis of any depreciable assets, and the
methods used in determining allowable depreciation (including cost recovery), of
the Corporation is substantially correct and in compliance with the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the
"CODE").

      


      2.14.2   No
issues have been raised that are currently pending by any Taxing Authority in
connection with any Tax Returns. No material issues have been raised in any
examination by any Taxing Authority with respect to the Corporation which, by
application of similar principles, reasonably could be expected to result in a
proposed deficiency for any other period not so examined. There are no
unresolved issues or unpaid deficiencies relating to such examinations. The
items relating to the business, properties or operations of the Corporation on
the Tax Returns filed by or on behalf of the Corporation for all taxable years
(including the supporting schedules filed therewith), available copies of which
have been supplied to the Purchaser, state accurately, in all material respects
the information requested with respect to the Corporation and such information
was derived from the books and records of the Corporation, except as listed in
SCHEDULE 2.14.2.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      2.14.3     The  Corporation  is  not  subject  to  any  joint
venture, partnership  or  other arrangement or Contract
which is treated as a partnership
for  federal  income  tax  purposes.  The
Corporation is not a party to any tax sharing agreement.

      


      2.14.4     The  Corporation  is  not
a "consenting corporation" within
the  meaning  of  Section 341(f)(1) of the Code,
or comparable provisions of any
state  statutes,  and  none  of  the  assets
of the Corporation is subject to an election  under Section 341(f) of
the Code or comparable provisions of any state statutes.

      


      2.14.5    
The Corporation is not and will not be required to recognize after the Closing
Date any taxable income in respect of accounting method adjustments required to
be made under the Tax Reform Act of 1986 or the Revenue Act of
1987.

      


      2.14.6     None  of  the  assets  of  the  Corporation  constitutes
tax-exempt  bond financed property or tax-exempt use property within
the meaning
of  Section  168  of  the  Code,  and  none
of the assets of the Corporation are subject  to a lease, safe harbor
lease or other arrangement as a result of which
the  Corporation  is  not  treated as
the owner for federal income tax purposes.

      


      2.14.7     The  Corporation  has
not made or become obligated to make, and will as a result of any event
connected with the Closing become obligated to
make,  any  "excess  parachute  payment"  as
defined in Section 280G of the Code
(without  regard  to  subsection  (b)(4)  thereof).

      


      2.14.8     Tax
Sharing Agreements.  The Corporation is not a party to any Tax Sharing
Agreement.

      


      2.14.9     Returns
and Reports.  The  Corporation shall file all Tax Returns
and reports with respect to Taxes which are required to be filed for Tax
periods  ending  on  or before the Closing Date (a
"PRE-CLOSING TAX RETURN") and
shall  pay  all  amounts  shown to be
due on such Pre-Closing Tax Returns to the
appropriate  taxing  authority.

      


      2.14.10 
 Tax Books and Records. The Purchaser and the Sellers shall furnish or
cause to be furnished to each other, upon request, as promptly as practicable,
such information (including access of books and records) and assistance relating
to the Corporation as is reasonably necessary for the filing of any return or
report, for the preparation for any audit, and for the prosecution or defense of
any claim relating to any proposed adjustment or refund Claim.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        2.15   COMPLIANCE
WITH LAW AND APPLICABLE GOVERNMENT. The Corporation is presently in material
compliance in respect of its operations, practices, real property, plants,
structures, and other property, and all other aspects of its business, with all
applicable Regulations and Orders, including, but not limited to, all
Regulations relating to the safe conduct of business, environmental protection,
quality and labeling, antitrust, Taxes, consumer protection, equal opportunity,
discrimination, health, sanitation, fire, zoning, building and occupational
safety where such failure or failures would individually or in the aggregate
have a Material Adverse Effect. There are no Claims pending or threatened
against the Corporation, nor has the Corporation received any written notice,
regarding any violations of any Regulations and Orders enforced by any Authority
claiming jurisdiction over the Corporation including any requirement of OSHA or
any pollution and environmental control agency (including air and
water).

        


        2.16   ERISA
AND RELATED MATTERS. The Corporation leases all of its employees from a third
party, therefore is not a party to or participates in or have any liability or
contingent liability with respect to:

        


        2.16.1   any
"employee welfare benefit plan," "employee pension benefit plan" or
"multiemployer plan" (as those terms are respectively defined in Sections 3(1),
3(2) and 3(37) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"));

        


        2.16.2   any
retirement or deferred compensation plan, incentive compensation plan, stock
plan, unemployment compensation plan, vacation pay, severance pay, bonus or
benefit arrangement, insurance or hospitalization program or any other fringe
benefit arrangements (referred to collectively hereinafter as "fringe benefit
arrangements") for any employee, director, consultant or agent, whether pursuant
to contract, arrangement, custom or informal understanding, which does not
constitute an "employee benefit plan" (as defined in Section 3(3) of ERISA);
or

        


        2.16.3   any
employment agreement not terminable on thirty (30) days' or less written notice,
without further liability.

        


        2.17   BANKS,
BROKERS AND PROXIES. SCHEDULE 2.17 hereto sets forth (a) the name of each bank,
trust company, securities or other broker or other financial institution with
which the Corporation has an account, credit line or safe deposit box or vault,
or otherwise maintains relations; (b) the name of each person authorized by the
Corporation to draw thereon or to have access to any such safe deposit box or
vault; (c) the purpose of each such account, safe deposit box or vault; and (d)
the names of all persons authorized by proxies, powers of attorney or other
instruments to act on behalf of the Corporation in matters concerning its
business or affairs. All such accounts, credit lines, safe deposit boxes and
vaults are maintained by the Corporation for normal business purposes, and no
such proxies, powers of attorney or other like instruments are irrevocable. The
account statements previously provided to the Purchaser are true and complete in
all respects.

        


        2.18   INTELLECTUAL
PROPERTY.

        


        2.18.1   The
Corporation has no trade name, service mark, patent, copyright or trademark
related to its business, except those which are set forth in SCHEDULE 2.18.1,
which are all those necessary for the operation of its business as currently
conducted.

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      2.18.2     The
Corporation has the right to use each Proprietary Right listed on SCHEDULE
2.18.2.  There are no Claims pending, or threatened, against the
Corporation that its use of any of the Proprietary Rights listed on SCHEDULE
2.18.2 infringes the rights of any Person.

                   



      
        2.18.3  
 The Corporation is not a party in any capacity to any franchise, license
or royalty agreement respecting any Proprietary Right.

                  

      

      
        2.19   
DEALINGS WITH AFFILIATES. SCHEDULE 2.19 hereto sets forth a complete list,
including the parties, of all oral or written agreements and arrangements to
which the Corporation is, will be or has been a party, at any time from December
31, 2008 to the Closing Date, and to which any one or more Affiliates is also a
party.

                          
 

      

      
        2.20  
 INSURANCE. The Corporation currently has, and through the Closing Date
will have, insurance contracts or policies (the "POLICIES") in full force and
effect which provide for coverages that are usual and customary as to amount and
scope in the business of the Corporation. SCHEDULE 2.20 hereto sets forth a
summary of all insurance contracts or policies that relate to liability or
excess liability insurance (collectively, the "LIABILITY POLICIES") and all
other Policies, including the name of the insurer, the types, dates and amounts
of coverages and any material coverage exclusions. Except as set forth in
SCHEDULE 2.20 hereto, all of the Policies and Liability Policies remain in full
force and effect. The Corporation has not breached or otherwise failed to
perform, in any material respect, its obligations under any of the Policies or
the Liability Policies nor have the Sellers or the Corporation received any
adverse notice or communication from any of the insurers party to the Policies
or the Liability Policies with respect to any such alleged breach or failure in
connection with any of the Policies or the Liability Policies. All Policies are
sufficient for compliance with all Regulations, Orders and all Contracts to
which either Corporation is subject; are valid, outstanding, collectible and
enforceable policies; and will not in any way be affected by, or terminate or
lapse by reason of, the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby. The Corporation has never
been refused any insurance with respect to the Corporation's assets or
operations, nor has coverage ever been limited by any insurance carrier to which
the Corporation has applied for any Policy, or with which the Corporation has
carried a Policy.
     


      

      ARTICLE
3

        


      ADDITIONAL
REPRESENTATIONS OF THE SELLER

        


      Each Seller hereby represents and
warrants to the Purchaser, severally but not jointly, as of the date hereof and
as of the Closing Date that, to the best of their knowledge:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    3.1    
SHARES HELD FOR OWN ACCOUNT. Any shares of Common Stock acquired by the Seller
hereunder (the "ACQUIRED SHARES") are being acquired for the Seller's own
account; not as a nominee or agent, and not with a view to the direct or
indirect sale or distribution of any part thereof, and the Seller has no present
intention of selling, granting any participation in, or otherwise distributing
the same, except in compliance with the Securities Act of 1933, as amended (the
"SECURITIES ACT").

    


    3.2     NO
REGISTRATION.  The Seller understands and acknowledges that the
Acquired  Shares  have not been registered under the
Securities Act or any state securities laws, are being sold in reliance upon an
exemption or exemptions from the  registration and prospectus delivery
requirements of the Securities Act and
applicable  state  securities  laws, and must be
held by the Seller indefinitely unless  a  subsequent
disposition thereof is registered under the Securities Act
and  applicable  state  securities  laws  or  is  exempt  therefrom.
If the Acquired Shares have not been registered within 7 months of the Closing
date, the stock value of the Acquired Shares can be converted to additional cash
due to the Sellers at the Sellers’ option.

    


    3.3    
INVESTMENT KNOWLEDGE. The Sellers each have the knowledge, skill and experience
in financial, business and investment matters relating to an investment of this
type and are capable of evaluating the merits and risks of such investment and
protecting the their respective interests in connection therewith. To the extent
deemed necessary by the Seller, such Seller has retained, at the Seller's own
expense, appropriate professional advice regarding the investment, tax and legal
merits and consequences of acquiring and owning the Acquired
Shares.

    


    ARTICLE
4

    


    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

    


               The
Purchaser represents and warrants to the Sellers and the Corporation as follows
as of the date hereof and as of the Closing Date, to the best of its
knowledge:

    


    4.1    
CORPORATE ORGANIZATION. The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation with full corporate power and authority to carry on its business
as it is now being conducted and to own, operate and lease its properties and
assets.

    


    4.2    
CAPITAL STOCK. As of June 30, 2009, the entire authorized capital stock of the
Purchaser consists of one billion three hundred million (1,300,000,000) shares
of Common Stock with $0.001 par value per share, of which twenty three million
eight hundred sixty eight thousand fourteen (23,868,014) shares were issued and
outstanding, twenty million (20,000,000) shares of Series A Preferred Stock of
which none are issued and outstanding, twenty million (20,000,000) shares of
Series B Preferred Stock of which none are issued and outstanding and twenty
million (20,000,000) shares of Series C Preferred Stock, of which five thousand
(5,000) shares are issued and outstanding. Since June 30, 2009 four million
seven hundred eighty seven three hundred sixty one shares of Common Stock have
been issued No Series A Preferred Stock, Series B Preferred Stock or Series C
Preferred Stock has been issued. All issued and outstanding shares of Common
Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock have been validly issued and are fully paid and non-assessable, with no
personal liability or preemptive rights attaching to the ownership thereof.
Except as set forth on SCHEDULE 4.2, no instruments or securities of any kind
exist which are convertible into additional shares of the capital stock of the
Corporation, nor do any outstanding options, warrants, rights, calls,
commitments, plans or other arrangements or agreements of any character exist
providing for the purchase or issuance of any additional shares of the
Corporation.


    
      
         


      

      
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    4.3    
AUTHORIZATION. The Purchaser has full corporate power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby. The
directors of the Purchaser have duly authorized the execution, delivery and
performance of this Agreement and the transactions contemplated hereby, and no
other corporate proceedings on its part are necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of the Purchaser enforceable against it
in accordance with its terms.

    


    4.4    
NO VIOLATION. Other than as set forth in SCHEDULE 4.4, the execution and
delivery by the Purchaser of this Agreement, and all other agreements
contemplated hereby, and the fulfillment of and compliance with the respective
terms hereof and thereof by the Purchaser do not and will not (a) conflict with
or result in a breach of the terms, conditions or provisions of or constitute a
default or event of default under (with due notice, lapse of time or both) of
any contract to which the Purchaser is a party; b) result in the creation of any
Lien upon any of the Purchaser's capital stock or assets; c) give any third
party the right to accelerate any obligations of the Purchaser; or d) result in
a violation of or require any authorization, consent, approval, exemption or
other action by or notice to any court or Authority pursuant to, the charter or
bylaws of the Purchaser, or any Regulation, Order or Contract to which the
Purchaser or its properties are subject. The Purchaser will comply with all
applicable Regulations and Orders in connection with the execution, delivery and
performance of this Agreement and the transactions contemplated
hereby.

    


    4.5     FINANCIAL
STATEMENTS.

    


    4.5.1    
Audited year-end balance sheets and statements of operations, stockholders
equity and cash flow of the Purchaser as of December 31, 2008 and unaudited
balance sheets for the period commencing January 1, 2009 and ending June 30,
2009 (the "PURCHASER FINANCIAL STATEMENT DATE") and unaudited statements of
operations, stockholders equity and cash flow for the five (5) month period then
ended (collectively, the PURCHASER FINANCIAL STATEMENTS") have been delivered to
the Sellers. Such balance sheets and the notes thereto fairly present the
financial position of the Purchaser as at the respective dates thereof, and such
statements of operations, stockholders equity and cash flow and the notes
thereto (a) fairly present the results of operations for the periods therein
referred to, all in accordance with GAAP (except as stated therein or in the
notes thereto) applied on a consistent basis.


    
      
         


      

      
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    4.5.2    
Except as set forth in SCHEDULE 4.5.2 hereto, the Purchaser does not have any
Indebtedness, obligation or liability (whether accrued, absolute, contingent,
unliquidated or otherwise, known to the Purchaser, whether due or to become due)
arising out of transactions entered into or Occurrences that occurred at or
prior to the Closing Date, other than: (a) liabilities set forth in the
Purchaser Financial Statements; and (b) liabilities and obligations which have
arisen after the Purchaser Financial Statement Date in the ordinary course of
business (none of which is a liability resulting from breach of Contract, breach
of warranty, tort, infringement, Claim or lawsuit).

    


    4.6     BROKERAGE.  No
broker, agent or finder has rendered services to the Purchaser in connection
with the transactions contemplated under this Agreement except as listed in
SCHEDULE 4.6.

    


    4.7     INVESTMENT
INTENT.  The  Purchaser is acquiring the Shares for its
own  account  and  not  with  a
view to their distribution within the meaning of
Section  2(11)  of  the  Securities  Act.

    


    4.8    
ACQUIRED SHARES. The Acquired Shares issuable to the Sellers by the Purchaser
hereunder will, upon issuance, (a) be fully paid and nonassessable; and (b) be
free and clear of any and all Liens.

    


    4.9    
DISCLOSURE. Neither this Agreement nor any of the exhibits, attachments, written
statements, documents, certificates or other items prepared for or supplied to
the Sellers or the Corporation by or on behalf of the Purchaser with respect to
the transactions contemplated hereby contains any untrue statement of a material
fact or omits a material fact necessary to make each statement contained herein
or therein not misleading. There is no fact which the Purchaser has not
disclosed to the Seller and the Corporation in writing and of which the
Purchaser or its officers, directors or executive employees is aware and which
could reasonably be anticipated to have a Material Adverse Effect.

    


    ARTICLE
5

    


    COVENANTS
OF THE PURCHASER

    


               The
Purchaser hereby covenants and agrees with the Sellers that:

    


    5.1     CONSENTS.  The
Purchaser shall use its best efforts to obtain on or prior to the Closing Date,
all consents necessary to the consummation of the transactions contemplated
hereby.

    


    5.2     BREACH
OF AGREEMENT.  The Purchaser shall not take any action which, if taken
prior to the Closing Date, would constitute a breach of this
Agreement.


    
      
         


      

      
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    5.3    
CONFIDENTIALITY. The Purchaser shall, and shall cause its principals, officers
and other personnel and authorized representatives to, hold in confidence, and
not disclose to any other party without the Majority Holder's prior consent, all
information received by it from Joyner, Hall, Hunter or the Corporation's
officers, directors, employees, agents, counsel and auditors in connection with
the transactions contemplated hereby except as may be required by applicable law
or as otherwise contemplated herein.

    


    5.4    
TRANSFER OR PLEDGE OF SHARES. Other than pursuant to the Stock Pledge Agreement,
Purchaser shall not sell, transfer, assign, pledge or otherwise encumber any of
the Shares until the ability of the Sellers to repurchase the Shares pursuant to
the provisions of Section 1.5 of this Agreement have expired, without the prior
written consent of the Sellers.

    


    ARTICLE
6

    


    OTHER
AGREEMENTS

    


               As
a condition to the Parties' obligation to consummate the transactions
contemplated hereby:

    


    6.1     TAX
PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING DATE. The Purchaser shall
prepare or cause to be prepared and file or cause to be filed any Tax Returns of
the Corporation for tax periods which begin before the Closing Date and end
after  the  Closing  Date.

    


    6.2    
AUDITS. At all times prior to the Determination Date, the Purchaser will allow
the Corporation and its counsel to participate in any audits of the Purchaser
consolidated federal income Tax Returns to the extent that such returns relate
to the Corporation. The Purchaser will not settle any such audit in a manner
which would adversely affect the Corporation after the Closing Date without the
prior written consent of Majority Holder, which consent shall not unreasonably
be withheld.

    


    6.3    
EMPLOYMENT, NON-COMPETITION AND INCENTIVE COMPENSATION AGREEMENTS. Bob Joyner,
Stewart Hall and Michael Hunter (collectively, the "OFFICERS") shall at the
Closing, execute and deliver the Employment, Non-Competition and Incentive
Compensation Agreements in the forms of EXHIBIT C, EXHIBIT D and EXHIBIT E
hereto, respectively (each an "EMPLOYMENT AGREEMENT"). The Officers shall enter
into individual Employment Agreement that is mutually agreed upon by the Seller
and Purchaser. The Employment Agreement shall provide Employee with cash and
stock consideration for their efforts to assist Purchaser with (i) the
integration of the Corporation’s operations with that of Purchaser and (ii)
assisting the Purchaser in its plan of strategic target acquisitions. The
Employment Agreements shall include substantially the same economic conditions
in regard to salary and bonuses as are being earned currently except for any
bonuses paid as a distribution due to tax liabilities that are incurred because
of the S Corporation status of the Corporation. Each Seller would agree not to
compete in any of the business lines currently engaged in at the closing date by
the Corporation for a period of three years following the Closing. Specifically
excluding any activities in the construction industry which the Sellers reserve
the right to operate in after closing.


    
      
         


      

      
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    6.4    
FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement, each
of the Parties hereto shall use its best efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable Regulations to consummate and make effective the
transactions contemplated by this Agreement. If at any time after the Closing
Date the Purchaser shall consider or be advised that any further deeds,
assignments or assurances in law or in any other things are necessary, desirable
or proper to vest, perfect or confirm, of record or otherwise, in the Purchaser,
the title to any property or rights of any of the Corporation acquired or to be
acquired by reason of, or as a result of, the acquisition, the Seller agrees
that the Seller and its proper officers shall execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary, desirable or proper to vest, perfect or confirm title to such
property or rights in the Corporation and otherwise to carry out the purpose of
this Agreement.

    


    6.5    
NO SOLICITATION OR NEGOTIATION. Unless and until this Agreement is terminated,
the Sellers and the Corporation shall not, and each shall use its best efforts
to cause its directors, officers, employees, representatives, agents, advisors,
accountants and attorneys not to, initiate or solicit, directly or indirectly,
any inquiries or the making of any proposal with respect to, or engage in
negotiations concerning, or provide any confidential information or data to any
person with respect to, or have any discussions with any persons relating
to, any acquisition, business combination or purchase of all or any significant
asset of, or any equity interest in, directly or indirectly, the Corporation, or
otherwise facilitate any effort or attempt to do or seek any of the foregoing,
and shall immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing.

    


    6.6     INDEMNIFICATION
AND RELEASE FROM AGREEMENTS OF PERSONAL GUARANTY. At Closing, the Purchaser
shall execute an Indemnification Agreement in the form of EXHIBIT F, pursuant to
which the Purchaser shall indemnify Sellers and Mike Hunter individually from
all liability in the event any beneficiaries exercise their rights under the
Sellers and Mike Hunter individually Guaranties.  The Purchaser shall
also use its reasonable efforts to obtain the termination of the Sellers and
Mike Hunter individually Guaranties from their respective
beneficiaries.

    


    ARTICLE
7

    


    CONDITIONS
TO THE OBLIGATIONS OF THE PURCHASER

    


               Each  and  every  obligation
of the Purchaser under this Agreement shall be
subject  to  the  satisfaction,  on  or  before
the Closing Date, of each of the
following  conditions  unless  waived  in  writing  by  the  Purchaser:

    



    
      
         


      

      
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    7.1    
REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations and warranties
of the Sellers and the Corporation contained in this Agreement and all
information contained in any exhibit, schedule or attachment hereto or in any
writing delivered by, or on behalf of, the Sellers or the Corporation, shall be
true and correct in all material respects when made and shall be true and
correct in all material respects on the Closing Date as though then made, except
as expressly provided herein. The Sellers and the Corporation shall have
performed and complied in all material respects with all agreements, covenants
and conditions required by this Agreement to be performed and complied with by
them prior to the Closing Date. An officer of the Corporation, shall have
delivered to the Purchaser a certificate (which shall be addressed to the
Purchaser), dated the Closing Date, in the form of EXHIBITS G hereto,
respectively (each an "OFFICER'S CERTIFICATE"), certifying to the
foregoing.

    


    7.2    
CONSENTS AND APPROVALS. The Sellers and the Corporation shall have obtained any
and all material consents, approvals, orders, qualifications, licenses, permits
or other authorizations, required by all applicable Regulations, Orders and
Contracts of the Corporation or binding on their respective properties and
assets, with respect to the execution, delivery and performance of the Agreement
and the consummation of the transactions contemplated hereby.

    


    7.3     NO
MATERIAL ADVERSE CHANGE.  There  shall  have been
no Material Adverse  Change  since the date of this
Agreement, which representation shall be
attested  to  in  the  Corporation's  Officer's  Certificate.

    


    7.4    
NO PROCEEDING OR LITIGATION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby. 

    


    7.5    
PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection
with the transactions contemplated hereby and all documents and instruments
incident to such transactions shall be reasonably satisfactory in substance and
form to the Purchaser and the Purchaser's counsel, and the Sellers and the
Corporation shall have made available to the Purchaser for examination the
originals or true, complete and correct copies of all records and documents
relating to the business and affairs of the Corporation which the Purchaser may
reasonably request in connection with said transaction.

    


    7.6    
SECRETARY'S CERTIFICATE. The Purchaser shall have received a certificate,
substantially in the form of EXHIBIT H hereto, of the secretary of the
Corporation, as to the charter and bylaws of the Corporation, the resolutions
adopted by the directors and stockholders of the Corporation in connection with
this Agreement and the incumbency of the Corporation's officers.

    


    7.7     EMPLOYMENT
AGREEMENTS.  The Managers and the Corporation shall have executed and
delivered the Employment Agreements.


    
      
         


      

      
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    7.8    
OTHER DOCUMENTS. The Sellers and the Corporation shall furnish the Purchaser
with such other and further documents and certificates including certificates of
the Corporation officers and others as the Purchaser shall reasonably request to
evidence compliance with the conditions set forth in this
Agreement.

     

    ARTICLE
8

     

    CONDITIONS
TO THE OBLIGATIONS OF THE SELLERS AND THE CORPORATION

     

    Each and
every obligation of the Sellers and the Corporation under this Agreement shall
be subject to the satisfaction, on or before the Closing Date, of each of the
following conditions unless waived in writing by a majority of the Sellers
and/or the Corporation, as applicable:

     

    8.1    
REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations and warranties
of the Purchaser contained in this Agreement and all information
contained in any exhibit, schedule or attachment hereto shall be true and
correct in all material respects when made and shall be true and correct in all
material respects on the Closing Date as though then made, except as expressly
provided herein. The Purchaser shall have performed and complied in all material
respects with all agreements, covenants and conditions required by this
Agreement to be performed and complied with by it prior to the Closing Date. An
officer of the Purchaser shall have delivered to the Sellers a certificate,
dated the Closing Date, in the form of EXHIBITS I and J hereto, certifying to
the foregoing.

     

    8.2    
CONSENTS AND APPROVALS. The Purchaser shall have obtained any and all
material consents, approvals, orders, qualifications, licenses, permits or other
authorizations, required by all applicable Regulations, Orders and Contracts of
the Purchaser or binding on its properties and assets, with respect to the
execution, delivery and performance of the Agreement and the consummation of the
transactions contemplated hereby.

     

    8.3    
NO PROCEEDING OR LITIGATION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby.

     

    8.4    
PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection
with the transactions contemplated hereby and all documents and instruments
incident to such transactions shall be reasonably satisfactory in substance and
form to the Sellers and the Corporation and their counsel, and the Purchaser
shall have made available to the Sellers and the Corporation for examination the
originals or true, complete and correct copies of all records and documents
relating to the business and affairs of the Purchaser which the Sellers and the
Corporation may reasonably request in connection with said
transaction.


    
      
         


      

      
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    8.5     SECRETARY'S
CERTIFICATE.  The  Sellers  and the Corporation
shall have  received  a certificate, substantially in the
form of EXHIBIT K hereto, of the  secretary  of the
Purchaser, as to the charter and bylaws of the Purchaser,
the  resolutions  adopted  by the directors and
stockholders of the Purchaser in connection  with  this
Agreement and the incumbency of the Purchaser's officers.

     

    8.6    
CERTIFICATE OF GOOD STANDING. At the Closing, the Purchaser shall have delivered
to the Sellers and the Corporation a certificate issued by Nevada Secretary of
State evidencing the good standing, with respect to both the conduct of business
and the payment of all franchise taxes, of the Purchaser as of a date not more
than thirty (30) days prior to the Closing Date.

     

    8.7     EMPLOYMENT
AGREEMENTS.  The Managers and Purchaser shall have executed and
delivered the Employment Agreements.

     

    8.8     INDEMNIFICATION
AGREEMENT.  The Purchaser shall have executed and delivered the
Indemnification Agreement.

     

    8.9     REGISTRATION
RIGHTS AGREEMENT.  The Purchaser shall have executed and delivered the
Registration Rights Agreement.

     

    8.10   PROMISSORY
NOTE.  The Purchasers shall have executed the Promissory Note attached
hereto as EXHIBIT __, and shall have delivered the original stock certificate
evidencing the Shares to Sellers, along with a stock power for such Shares,
endorsed in blank.

     

    8.11  
OTHER DOCUMENTS. The Purchaser shall furnish the Sellers and the Corporation
with such other and further documents and certificates including certificates of
the Purchaser's officers and others as Sellers and the Corporation shall
reasonably request to evidence compliance with the conditions set forth in this
Agreement.

     

    ARTICLE
9

     

    CLOSING

     

    9.1    
CLOSING. Unless this Agreement shall have been terminated or abandoned pursuant
to the provisions of ARTICLE 10, a closing of the transactions contemplated by
this Agreement (the "CLOSING") shall be held on the 2nd day of November, 2009,
or on such other mutually agreed to date (the "CLOSING DATE").

     

    9.2    
INTERVENING LITIGATION. If, prior to the Closing Date, any preliminary or
permanent injunction or other Order issued by a court of competent jurisdiction
or by any other Authority shall restrain or prohibit this Agreement or the
consummation of the transactions contemplated herein for a period of fifteen
(15) days or longer, the Closing shall be adjourned at the option of either
party for a period of thirty (30) days. If at the end of such thirty-day period
such injunction or Order shall not have been favorably resolved, either party
may, by written notice thereof to the other, terminate this Agreement, without
liability or further obligation hereunder.


    
      
         


      

      
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    ARTICLE
10

     

    TERMINATION
PRIOR TO CLOSING

     

    10.1   METHODS
OF TERMINATION.  This Agreement may be terminated and the transactions
herein contemplated may be abandoned at any time:

     

    10.1.1   By
mutual consent of the Purchaser and Majority Holder(s);

     

    10.1.2  
By the Majority Holder in writing, without liability, if the Purchaser shall (a)
fail to perform in any material respect its agreements contained herein required
to be performed by it on or prior to the Closing Date; or (b) materially breach
any of its representations, warranties or covenants contained herein, which
failure or breach is not cured within ten (10) days after the Majority Holder
has notified the Purchaser of its intent to terminate this Agreement pursuant to
this Section 10.1.2;

     

    10.1.3  
By the Purchaser in writing, without liability, if either the Corporation or the
Sellers shall (a) fail to perform in any material respect their agreements
contained herein required to be performed by them on or prior to the Closing
Date; or (b) materially breach any of their representations, warranties or
covenants contained herein, which failure or breach is not cured within ten (10)
days after the Purchaser has notified the Majority Holder of its intent to
terminate this Agreement pursuant to this Section 10.1.3;

     

    10.1.4  
By either Majority Holder or the Purchaser in writing, without liability, if
there shall be any order, writ, injunction or decree of any court or
governmental or regulatory agency binding on the Purchaser, the Sellers or the
Corporation, which prohibits or restrains the Purchaser, the Sellers or the
Corporation from consummating the transactions contemplated hereby, provided
that the Purchaser, the Sellers and the Corporation shall have used their
reasonable, good faith efforts to have any such order, writ, injunction or
decree lifted and the same shall not have been lifted within (thirty) 30 days
after entry, by any such court or governmental or regulatory agency;
or

     

    10.1.5  
By either Majority Holder or the Purchaser, in writing, without liability, if
for any reason the Closing has not occurred by November 5, 2009 other than as a
result of the breach of this Agreement by the party attempting to terminate the
Agreement.


    
      
         


      

      
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    10.2  
TERMINATION OF OBLIGATIONS. Termination of this Agreement pursuant to this
ARTICLE 10 shall terminate all obligations of the Parties hereunder, except for
the obligations under Sections 1.2.3, 5.12, 6.3, 10.2, and 12.13 hereof;
provided, however, that termination pursuant to Sections 10.1.2, 10.1.3 or
10.1.5 hereof shall not relieve a defaulting or breaching party from any
liability to the other party hereto.

     

    ARTICLE
11

     

    INDEMNIFICATION

     

    11.1  
THE SELLERS' AGREEMENT TO INDEMNIFY. Subject to the terms and conditions
set forth herein, from and after the Closing, the Sellers shall indemnify and
hold harmless the Purchaser, the Corporation, their Affiliates, any of their
respective successors or assigns and their respective directors, officers or
employees (each a "PURCHASER INDEMNIFIED PARTY") from and against all liability,
assessments, losses, charges, costs and expenses (including, without limitation,
interest, court costs, reasonable attorneys' fees and expenses) (collectively
"PURCHASER DAMAGES") incurred by a Purchaser Indemnified Party as
a result of or arising out of (a) a breach of any representation or warranty
contained in ARTICLE 2 or ARTICLE 3 of this Agreement; or (b) any breach of or
noncompliance by the Sellers, individually with any covenant or agreement
contained in this Agreement.

     

    11.2  
THE PURCHASER'S AGREEMENT TO INDEMNIFY. Subject to the terms and conditions set
forth herein, from and after the Closing, the Purchaser shall indemnify and hold
harmless the Sellers and their respective Affiliates, any of their respective
successors or assigns and their respective directors, officers or employees
(each a "SELLER INDEMNIFIED PARTY") from and against all liability, assessments,
losses, charges, costs and expenses (including, without limitation, interest,
court costs, reasonable attorneys' fees and expenses) (collectively "SELLER
DAMAGES") incurred by a Seller Indemnified Party as a result of
or arising out of (a) a breach of any representation or warranty contained in
ARTICLE 4 of this Agreement; (b) any breach of or noncompliance by the Purchaser
with any covenant or agreement contained in this Agreement; and (c) any
liability of the Corporation. (The Purchaser Indemnified Parties and Seller
Indemnified Parties are sometimes referred to collectively herein as the
"INDEMNIFIED PARTIES." "PURCHASER DAMAGES" and "SELLER DAMAGES" are sometimes
referred to collectively herein as "DAMAGES.").

     

    11.3  
LIMITATIONS ON INDEMNIFICATION. The Sellers' obligation to indemnify Purchaser
Indemnified Parties pursuant to Section 11.1 hereof and the obligations of the
Purchaser to indemnify Seller Indemnified Parties pursuant to Section 11.2 are
subject to the following limitations, as well as the other limitations set forth
in this ARTICLE 11:

     

    11.3.1  
No claim for indemnification shall be made against the Sellers unless the
aggregate amount of Purchaser Damages exceeds $100,000 and, in such event,
indemnification shall be made by the Sellers only to the extent that the
aggregate amount of Purchaser Damages exceeds $100,000.


    
      
         


      

      
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    11.3.2  
In no event (a) shall the Sellers' individual aggregate obligation to indemnify
Purchaser Indemnified Parties exceed the aggregate sum of the Promissory Note
balance of the Cash Consideration and the Stock Consideration and (b) shall the
Purchaser's aggregate obligation to indemnify the Seller Indemnified Parties
exceed $1,800,000.00 .

     

    11.3.3  
The amount of any Purchaser Damages or Seller Damages, as the case may be, shall
be reduced by (a) any amount actually received by the Indemnified Parties with
respect thereto under any insurance coverage or from any other party responsible
therefore; and (b) the amount of any Tax benefit actually received by the
Indemnified Parties relating thereto. The Indemnified Parties shall use all
reasonable efforts to collect any amounts available under such insurance
coverage and from such other party alleged to have responsibility. If the
Indemnified Parties receive an amount under insurance coverage or from such
other party with respect to Purchaser Damages or Seller Damages, as the case may
be, at any time subsequent to any indemnification provided pursuant to this
ARTICLE 11, then the Indemnified Party shall promptly reimburse the Indemnifying
Party for any payment made or expense incurred by the Indemnifying Party in
connection with providing such indemnification up to such amount received by the
Indemnified Party.

     

    11.3.4  
No party shall be entitled to seek indemnification to the extent it was aware of
the matter giving rise to such claim prior to Closing.

     

    11.3.5  
The Sellers may, at their option, pay any Purchaser Damages in cash or by
transfer of Common Stock having an aggregate fair market value equal to such
Purchaser Damages. For purposes of this Section 11.3.5, the "fair market value"
shall be the Market Price for such shares on the date of any final judgment is
entered or settlement is reached setting forth the total amount of the Purchaser
Damages.

     

    11.3.6  
Any indemnification obligations of Sellers hereunder shall be allocated on a
pro-rata basis, based on their respective percentage ownership of the
common stock of the Corporation immediately prior to the Closing, and no
Seller
shall be liable for the obligations of any other Seller hereunder.

     

    11.4  
THIRD PARTY INDEMNIFICATION. The obligations of the Sellers, the Purchaser (as
applicable, the "INDEMNIFYING PARTY") to indemnify Indemnified Parties under
Section 11.1 or Section 11.2 hereof, respectively, with respect to Damages
resulting from the assertion of liability by third parties (each, as the case
may be, a "CLAIM"), shall be subject to the following terms and
conditions:


    
      
         


      

      
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    11.4.1  
Promptly after receipt by an Indemnified Party of notice by a third party of any
complaint or the commencement of any action or proceeding with respect to which
such Indemnified Party may be entitled to receive payment from the other party
for Damages, such Indemnified Party shall, within ten (10) days, notify the
Sellers, the Purchaser as the appropriate Indemnifying Party, of such complaint
or of the commencement of such action or proceeding; provided, however, that the
failure to so notify the Indemnifying Party shall relieve the Indemnifying Party
from liability under this Agreement with respect to such claim only if, and only
to the extent that, such failure to notify the Indemnifying Party results in the
forfeiture by the Indemnifying Party of material rights and defenses otherwise
available to the Indemnifying Party with respect to such claim. In addition, the
Indemnified Party shall provide to the Indemnifying Party as promptly as
practicable thereafter such information and documentation as may be reasonably
requested by the Indemnifying Party to support and verify the claim asserted, so
long as such disclosure would not violate the attorney-client privilege of the
Indemnified Party. The Indemnifying Party may at its option undertake the
defense thereof by representatives of its own choosing; provided, that any
Indemnified Party may, in any event, at its own expense, monitor and participate
in, but not control, the defense of such claim. If the Indemnifying Party within
thirty (30) days after notice of any such Claim fails to assume the defense of
such Claim, the Indemnified Parties will (upon further notice to the
Indemnifying Party) have the right to undertake the defense, compromise or
settlement of such claim on behalf of and for the account and risk, and at the
expense, of the Indemnifying Party; provided, however, that as long as the
Indemnifying Party is reasonably contesting any claim in good faith, the
Indemnified Parties shall not pay or settle any such claim.

     

    11.4.2  
Anything in this Section 11.4 to the contrary notwithstanding, the Indemnifying
Party shall not enter into any settlement or compromise of any action, suit or
proceeding or consent to the entry of any judgment (a) which does not include as
an unconditional term hereof the delivery by the claimant or plaintiff to the
Indemnified Parties of a written release from all liability in respect of such
action, suit or proceeding; or (b) for other than monetary damages without the
prior written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.

     

    11.5   SURVIVAL;
TIME TO ASSERT CLAIMS.

     

    11.5.1  
The representations, warranties, covenants and agreements contained herein,
except for covenants and agreements to be performed by the Parties prior to the
Closing, will not be extinguished by the Closing but will survive the Closing,
subject to the limitations set forth in Section 11.5.2 below with respect to the
time periods within which claims for indemnity must be asserted. The covenants
and agreements to be performed by the parties prior to the Closing shall expire
at the Closing.

     

    11.5.2  
All claims for indemnification under this ARTICLE 11 which are not extinguished
by the Closing in accordance with Section 11.5.1 must be asserted no later than
one (1) year after the Closing Date.


    
      
         


      

      
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    11.6   INDEMNIFICATION;
SOLE REMEDY.  The indemnification provisions set forth herein shall
constitute the sole remedy for any breach of this Agreement.

     

    ARTICLE
12

     

    MISCELLANEOUS
PROVISIONS

     

    12.1  
AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement may be
amended, modified and supplemented only by written agreement of the parties
hereto.

     

    12.2  
ENTIRE AGREEMENT. This Agreement, including the schedules and exhibits hereto
and the documents, certificates and instruments referred to herein, embodies the
entire agreement and understanding of the parties hereto in respect of the
transactions contemplated by this Agreement and supersedes all prior agreements,
representations, warranties, promises, covenants, arrangements, communications
and understandings, oral or written, express or implied, between the parties
with respect to such transactions, including, without limitation, the letter of
intent executed by the parties, dated August 26, 2009. There are no agreements,
representations, warranties, promises, covenants, arrangements or understandings
between the parties with respect to such transactions, other than those
expressly set forth or referred to herein.

     

    12.3  
CERTAIN DEFINITIONS.

     

    "Affiliate"
means, with regard to any Person (a) any Person, directly or indirectly,
controlled by, under common control of, or controlling such Person; (b) any
Person, directly or indirectly, in which such Person holds, of record or
beneficially, five percent or more of the equity or voting securities; (c) any
Person that holds, of record or beneficially, five percent or more of the equity
or voting securities of such Person; (d) any Person that, through Contract,
relationship or otherwise, exerts a substantial influence on the management of
such person's affairs; (e) any Person that, through Contract, relationship or
otherwise, is influenced substantially in the management of their affairs by
such Person, or (f) any director, officer, partner or individual holding a
similar position in respect of such Person.

     

    "Authority"
means any governmental, regulatory or administrative body, agency, arbitrator or
authority, any court or judicial authority, any public, private or industry
regulatory agency, arbitrator authority, whether international, national,
federal, state or local.

     

    "Average
Issue Price Per Share" means the average price per share at which all Common
Stock was issued to the Sellers hereunder.

     

    "Base
Value" means, with respect to Common Stock issued to the Sellers, the value of
such stock determined by taking the price per share at which such stock was
issued to the Sellers and multiplying by the number of shares
issued.


    
      
         


      

      
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    "Claim"
means any action, claim, obligation, liability, expense, lawsuit, demand, suit,
inquiry, hearing, investigation, notice of a violation, litigation, proceeding,
arbitration, or other dispute, whether civil, criminal, administrative or
otherwise, whether pursuant to contractual obligations or
otherwise.

     

    "Closing
GAAP" means GAAP in effect as of the Closing Date.

     

    "Common
Stock" means the common stock, $0.001 par value per share, of the
Purchaser.

     

    "Contract"
means any agreement, contract, commitment, instrument or other binding
arrangement or understanding, whether written or oral.

     

    "Determination
Date" means the date which is 365 days from the Effective Date.

     

    "EBIDTA"
means earnings before interest, depreciation, taxes and amortization, as
determined in accordance with GAAP.

     

    "Effective
Date" means the 1st day of the October, or as otherwise agreed between the
Majority Holder and the Purchaser in writing.

     

    "GAAP"
means United States generally accepted accounting principles.

     

    "Guarantee"
means any guarantee or other contingent liability (other than any endorsement
for collection or deposit in the ordinary course of business), direct or
indirect with respect to any obligations of another Person, through an agreement
or otherwise, including, without limitation, (a) any endorsement or discount
with recourse or undertaking substantially equivalent to or having economic
effect similar to a guarantee in respect of any such obligations; and (b) any
Contract (i) to purchase, or to advance or supply funds for the payment or
purchase of, any such obligations; (ii) to purchase, sell or lease property,
products, materials or supplies, or transportation or services, in respect of
enabling such other Person to pay any such obligation or to assure the owner
thereof against loss regardless of the delivery or nondelivery of the property,
products, materials or supplies or transportation or services; or (iii) to make
any loan, advance or capital contribution to or other investment in, or to
otherwise provide funds to or for, such other Person in respect of enabling such
Person to satisfy an obligation (including any liability for a dividend, stock
liquidation payment or expense) or to assure a minimum equity, working capital
or other balance sheet condition in respect of any such
obligation.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    "Indebtedness"
with respect to any Person means any obligation of such Person for borrowed
money, but in any event shall include (a) any obligation incurred for all or any
part of the purchase price of property or other assets or for the cost of
property or other assets constructed or of improvements thereto, other than
accounts payable included in current liabilities and incurred in respect of
property purchased in the ordinary course of business; (b) the face amount of
all letters of credit issued for the account of such Person and all drafts drawn
thereunder; (c) obligations (whether or not such Person has assumed or become
liable for the payment of such obligation) secured by Liens; (d) capitalized
lease obligations; and (e) all Guarantees of such Person.

     

    "Lien"
means any security interest, lien, mortgage, pledge, hypothecation, encumbrance,
Claim, easement, restriction or interest of another Person of any kind or
nature.

     

    "Majority
Holder" is any Seller or group of Sellers representing fifty one percent (51%)
of the outstanding equity of the Corporation.

     

    "Make
Whole Determination Date" means the one year anniversary date of the
transaction.

     

    "Market
Price" shall be determined on the basis of: (a) the weighted average sale price
of the Common Stock on the principal stock exchange, or the National Association
of Securities Dealers' Automated Quotation National Market System "NASDAQ/NMS"),
as the case may be, on which such Common Stock is then listed or admitted to
trading; (b) if the Common Stock is not then listed or admitted to trading on
any stock exchange or the NASDAQ/NMS, as the case may be, then the average of
the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the NASDAQ system or the National
Quotation Bureau, Inc.; (c) if neither NASDAQ nor the National Quotation Bureau
is at the time engaged in the business of reporting such prices, then as
furnished by any similar firm then engaged in such business; or (d) if there is
no such firm, as furnished by any member of the National Association of
Securities Dealers ("NASD") selected by the Purchaser, with the consent of the
Majority Holder (which consent shall not be unreasonably refused or delayed),
and which is not an affiliate of the Purchaser.

     

    " Sellers
and Mike Hunter individually Guaranties" are those guaranties entered into by
Bob Joyner, Stewart Hall and Mike Hunter prior to Closing.

     

    "Material
Adverse Change" means any developments or changes which would have a Material
Adverse Effect.

     

    "Material
Adverse Effect" means any circumstances, state of facts or matters which might
reasonably be expected to have a material adverse effect on the business,
operations, properties, assets, condition (financial or otherwise), results,
plans, strategies or prospects of a Person.


    
      
         


      

      
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    "Occurrence"
means any accident, happening or event which occurs or has occurred at any time
prior to the Closing Date, which results in or could result in a claim against
the Corporation or creates or could create a liability or loss for the
Corporation.

     

    "Order"
means any decree, judgment, award, order, injunction, rule,consent of or by an
Authority.

     

    "Person"
means any corporation, partnership, joint venture, organization, entity,
Authority or natural person.

     

    "Proprietary
Rights" means any patent, patent application, copyright, trademark, trade name,
service mark, service name, trade secret, know-how, confidential information or
other intellectual property or proprietary rights.

     

    "Regulation"
means any law, statute, rule, regulation, ordinance, requirement, announcement
or other binding action of or by an Authority.

     

    "Series A
Preferred Stock" is Purchaser's Series A Preferred Stock, $0.001 par value per
share.

     

    "Subsidiaries"
means with respect to a Person, any business entity of which more than fifty
percent (50%) of the voting stock or other equity interests is owned or
controlled, directly or indirectly, by such Person.

     

    "Target
Revenue" means revenue of a Target Subsidiary.

     

    "Target
Subsidiary" means any entity which, upon closing of an acquisition, would become
a wholly-owned direct or indirect Subsidiary of the Purchaser or whose business
or assts are acquired directly or indirectly by the Purchaser.

     

    "Trading
Day" means any day of the week when the U.S. stock markets are open for
business.

     

    12.4  
NOTICES. Any notice, consent, approval, request, demand or other communication
required or permitted hereunder must be in writing to be effective and shall be
deemed delivered and received (a) if sent by hand delivery, upon delivery; (b)
if sent by registered or certified mail, return receipt requested, on the date
on which such mail is received as indicated in such return receipt, or returned,
if delivery is not accepted; (c) if delivered by a nationally recognized
courier, one business day after deposit with such courier; and (d) if
sent by
facsimile or electronic transmission, in each case upon telephone or further
electronic communication from the recipient acknowledging receipt (whether
automatic or manual from recipient), as applicable, addressed as
follows:


    
      
         


      

      
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    IF TO THE
SELLERS OR THE CORPORATION:

    


    Mr. Bob
Joyner

    South
Atlantic Traffic Corporation.

    409
Brevard Ave., Suite 5

    Cocoa,
Florida 32922

    Facsimile:
(321) 504-7299

    


    Mr.
Stewart Hall

    South
Atlantic Traffic Corporation.

    501 E.
Morehead St, Suite 4

    Charlotte,
North Carolina  28202

    Facsimile:
(888) 870-9767

    


    Mr.
Michael Hunter

    South
Atlantic Traffic Corporation.

    2295
Towne Lake Pkwy.Suite 116 PMB 305

    Woodstock,
Georgia 30189

    Facsimile:
(678) 494-8104

    


    Hunter
Intelligent Traffic Systems, LLC

    Attn:  Mike
Hunter

    1021 Golf
Estates Drive

    Woodstock,
Georgia 30189

    


    IF TO THE
PURCHASER:

    


    Mr.
Dennis Alexander

    EGPI
Firecreek, Inc.

    6564
Smoke Tree Lane

    Scottsdale,
Arizona  85253

    Facsimile: (480)
443-1403

    


    
      Mr.
Robert S. Miller Jr.

    

    
      EGPI
Firecreek, Inc.

    

    
      3400
Peachtree Road NE, Suite 111

    

    
      Atlanta,
GA  30326

    

    


    
      Mr.
Michael Kocan

    

    
      EGPI
Firecreek, Inc.

    

    
      3400
Peachtree Road NE, Suite 111

    

    
      Atlanta,
GA  30326

    

    


              (or
to such other address as any party shall specify by written notice

              so
given).


    
      
         


      

      
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              The
evidence of forwarding of the notice provided hereinabove shall be conclusive of
such proper notice and any changes of address must be given in the manner
provided for notice herein.

     

    12.5  
ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other
parties.

     

    12.6   GOVERNING
LAW.  This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Georgia, without regard to
such  state's  principles  of  conflicts  of  laws

     

    12.7 
 DISPUTE RESOLUTION. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement, whether
before or after the Closing, shall be brought in the courts of the State of
Georgia, County of Fulton, or in the United States District Court for the
Northern District of Georgia, and each of the parties consents to the
jurisdiction of such courts (and the appropriate appellate courts) in any such
action or proceeding and waives any objection to venue laid therein. Process in
any action or proceeding referred to in the preceding sentence may be served on
any party anywhere in the world. Each party to this Agreement hereby knowingly,
voluntarily and intentionally waives any rights it may have to a trial by jury
in respect of any litigation (whether as a claim, counter-claim, affirmative
defense, or otherwise) in connection with this Agreement and the transactions
contemplated hereby. The prevailing party to any such litigation shall be
entitled
to payment of all its reasonable legal fees and costs by the non-prevailing
party. For purposes of the foregoing sentence, the determination of which party
is the "prevailing party" shall be made in accordance with federal
law.

     

    12.8  
COUNTERPARTS. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

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

     

    12.10 BINDING
EFFECT.  This Agreement shall not be construed so as to
confer  any  right or benefit upon any Person other than the
signatories to this
Agreement  and  each  of  their  respective  successors  and  permitted
assigns.


    
      
         


      

      
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    12.11 DELAYS
OR OMISSIONS.  No delay or omission to exercise any right,
power  or remedy accruing to any party hereto, upon any breach or
default of any other  party  under this Agreement, shall
impair any such right, power or remedy
of  such  party  nor  shall it be
construed to be a waiver of any such breach or
default,  or  an acquiescence therein, or of or in any
similar breach or default
thereafter  occurring;  nor  shall any waiver of
any single breach or default be
deemed  a  waiver  of  any  other  breach  or  default
theretofore or thereafter occurring.  Any  waiver, permit,
consent or approval of any kind or character on the  party of any
party hereto of any breach or default under this Agreement, or
any  waiver  on  the  part  of
any party of any provisions or conditions of this
Agreement  must  be  made  in  writing
and shall be effective only to the extent
specifically  set  forth  in  such  writing.  All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.

    


    12.12 SEVERABILITY.  Unless
otherwise provided herein, if any provision
of  this  Agreement  shall  be  invalid,
illegal or unenforceable, the validity, legality  and enforceability
of the remaining provisions shall not in any way be
effected  or  impaired  thereby.

    


    12.13 EXPENSES.  Except
as otherwise set forth herein, the Purchaser, the Sellers and Corporation shall
each bear its own expenses, including without
limitation,  legal  fees  and  expenses,  with
respect to this Agreement and the
transactions  contemplated  hereby.

    


    [Signatures
on Following Page]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have made and entered into this Agreement
the date first hereinabove set forth.

    


    
      
        	
                PURCHASER:

              
	 
      
	
                EGPI
      FIRECREEK, INC.

              
	 
      
	
                By:

              	 
      
	
                Name:

              	 
      
	
                Title:

              	 
      
	 
      	 
      
	
                SELLERS:

              
	 
      
	
                SOUTH
      ATLANTIC TRAFFIC CORPORATION

              
	 
      
	
                By:

              	 
      
	
                Name:

              	
                Bob
      Joyner

              
	
                Title:

              	
                Chairman

              
	 
      	 
      
	
                By:

              	 
      
	
                Name:

              	
                Stewart
      Hall

              
	
                Title:

              	
                Vice
      President

              
	 
      	 
      
	
                By:

              	 
      
	
                Name:

              	
                Michael
      Hunter

              
	
                Title:

              	
                Chief
      Executive Officer

              
	 
      
	
                HUNTER
      INTELLIGENT TRAFFIC SYSTEMS, LLC

              
	 
      
	
                By:

              	 
      
	
                Name:

              	
                Michael
      Hunter

              
	
                Title:

              	
                Managing
      Member

              


      

    


    
      
         


      

      
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