Unassociated Document


    
      


      FACTORING
AND SECURITY AGREEMENT

       

    

    This
Factoring and Security Agreement, dated as of October 28, 2009 is between South
Atlantic Traffic Corporation, a Florida corporation, which sometimes uses the
name SATCO (collectively the "Client") and Benefactor Funding Corp., a Colorado
corporation (the "Factor").

    In
consideration of the respective promises, representations, warranties, covenants
and agreements contained herein, Client and Factor agree as
follows:

     

    1.
PURCHASE AND SALE OF ACCOUNTS RECEIVABLE

    (a) Client hereby sells, assigns,
transfers, conveys and delivers to Factor, and Factor purchases and accepts from
Client upon the terms and conditions set forth herein, all of Client's right,
title and interest in and to (i) all accounts receivable which are accepted for
purchase by Factor as described in Section 1(b) (any and all accounts receivable
which are created by Client, whether or not Factor accepts and purchases them,
are defined herein as "Accounts"; the term "Accepted Accounts" is defined herein
as Accounts which are accepted for purchase by Factor) and (ii) all guarantees
and security for Accepted Accounts, and all merchandise or Client services
represented by Accepted Accounts, including all of Client's rights to returned
goods and rights of stoppage in transit, replevin and reclamation as an unpaid
vendor (with respect to each Accepted Account, such guarantees, security and
rights are called "Rights").

    (b) Client shall submit Accounts to
Factor, to be put on a schedule of accounts ("Schedule") in the form of Exhibit
A.  Factor is only obligated to purchase Accounts when it accepts the
Accounts by signing the Schedule; any Accounts which are crossed out by Factor
are not accepted for purchase.  Factor may refuse to purchase any
Account for any reason whatsoever, in Factor’s sole discretion.  It is
hereby agreed and understood that Factor may verify, with the Account Debtor
(each of the terms "Account Debtor" and “Debtor” is defined herein as a customer
of Client), the amount, validity, due date and absence of adjustments and
offsets, of some or all of the Accounts prior to Factor's acceptance of such
Accounts.

    (c) At the time the Schedule is
presented, Client shall also deliver to Factor the original and/or a copy of an
invoice for each Account, together with evidence of shipment and the Account
Debtor's purchase order.

    (d) Each and every payment on each and
every Accepted Account by an Account Debtor, or any other person or entity, is
the sole property of Factor.

    (e) Prior to Factor's acceptance and
purchase of any Account from a particular Account Debtor, Client shall deliver
to Factor an agreement in the form of Exhibit B hereto ("Customer
Agreement").

    (f) Invoices should plainly state on
their face that the amounts payable thereunder have been assigned to and are
payable to Benefactor Funding Corp. and billing on such invoice shall constitute
an assignment to BeneFactor Funding Corp. of the accounts thereby represented
whether or not a specific written assignment was executed.

    (g) Upon signing this Agreement, Client
shall sign all UCC financing statements requested by Factor and, simultaneously
with the initial funding pursuant to this Agreement, Client shall pay to Factor
a one-time UCC fee of $750.00

    


    2.
PURCHASE PRICE.

    The Purchase Price for each Accepted
Account shall be equal to (i) the face amount of such Accepted Account
less  (ii) the Commission, and less (iii) the Factor's Fee, and less
(iv) the amount of any trade or cash discounts, credits or allowances, set-offs
or any other reductions or adjustments to such Accepted Account. The Commission
for each Accepted Account shall equal 1.88% of the face amount of the Accepted
Account, and shall compensate Factor for Factor's purchase and handling of the
Accepted Account. The Factor's Fee compensates Factor for Factor’s
administration, monitoring, collection and reporting activities with respect to
each Accepted Account and shall be determined by the number of days from the
date of Factor's Initial Payment (as defined below) on the Accepted Account to
Client to the date of Account Debtor's full payment of the Accepted Account to
Factor as follows: 0% of the face amount of the Accepted Account for one to
thirty days, and .63% of such face amount for each one to ten day period
thereafter (with the .63% earned on the first day of each such one to ten day
period.)  Upon purchase of an Accepted Account from Client, Factor
shall make an initial payment of the Purchase Price to Client ("Initial
Payment") in the amount of 80% (unless otherwise specified in the applicable
Exhibit A) of the face amount of such Accepted Account.  The
difference between the face amount of an Accepted Account and the Initial
Payment shall go into the Reserve Account (as defined in Section 4 below). "Full
payment" of an Accepted Account by an Account Debtor shall occur when Factor
receives a check for the full amount of the Accepted Account from the Account
Debtor and such check clears and becomes available for Factor's
use.

    Client
agrees to sell and assign to Factor a minimum of $500,000 of accounts receivable
for each month that this Agreement is in effect beginning with October 2009 and
if such minimum isn’t met, Factor will charge Client an amount equal to 1.88%
times $500,000 less the actual amount of receivables sold for each such month,
either by charging the Reserve Account or invoicing Client.  Client
and Factor agree that Client’s right to terminate the Agreement pursuant to
Section 11 is subject to the minimums in this paragraph.

    


    3. RECOURSE
PROVISIONS.

    (a) All
Accepted Accounts shall be purchased by Factor with recourse against
Client.  The term "Recourse Event" shall include, without limitation,
the following: (i) a breach of any representation or warranty or covenant of
this Agreement by Client;  (ii) the existence of any dispute of any
kind, regardless of validity, now or hereafter arising, between Client and an
Account Debtor, or between an Account Debtor and Factor, that is asserted by an
Account Debtor as a basis for refusing to pay all or part of any Accepted
Account ("Dispute"); (iii) the assertion by any Account Debtor, or by a
bankruptcy trustee or any other party which is acting for an Account
Debtor,  of a claim of loss, counterclaim, refund, credit, return of
goods, return of payment or offset of any kind against Client or Factor
("Claim"); and  (iv) non-payment by the Account Debtor of the full
amount of any Accepted Account 91 days after the purchase of such Accepted
Account by Factor, or, if Factor believes, in Factor’s sole judgment, at any
time prior to such 91st day,
that the Account Debtor may be unable or unwilling to pay any Accepted Account;
Client and Factor hereby agree that any Accepted Account covered by clause (iv)
is a "defective good". Upon the occurrence of any event described in clauses
(i), (ii), (iii) or (iv) of the preceding sentence, Client will immediately pay
to Factor, on the Accepted Account which is subject to the Recourse Event, the
amount of the Initial Payment on the Accepted Account plus the Commission on the
Accepted Account and plus the aggregate Factor's Fee on the Accepted Account for
all days from the Initial Payment on such Accepted Account to the time of
Client’s payment in full of the Accepted Account.  If Factor does not
receive an immediate payment from Client, Factor may, in addition to any other
remedies available to Factor under this Agreement, immediately charge back to
Client (and/or, at Factor’s sole option, repurchase) any Accepted Account which
is subject to a Recourse Event by taking funds out of the Reserve Account, or
immediately exercise the remedies described in Section 10.  With
Factor's agreement, Client may assign other accounts receivable which are
acceptable to Factor, in substitution for an Accepted Account which is subject
to a Recourse Event.

    (b)
Factor may charge the Reserve Account with the amount of any Account Debtor
Repayment (as defined below).  An “Account Debtor Repayment” shall
refer to a payment made by Factor to an Account Debtor of Client to reimburse
the Account Debtor for a payment theretofore made by the Account Debtor to the
Factor other than on account of an Accepted Account.

    (c) Client shall notify Factor of any
Recourse Event immediately.

    (d) Factor may settle any Dispute or
Claim directly with Account Debtor; such settlement does not relieve Client of
final responsibility for payment of any such Accepted Account.

    


    4. RESERVE
ACCOUNT.

    (a) Factor shall create and maintain at
all times a reserve account ("Reserve Account") for all Accepted Accounts equal
to the difference between the aggregate face amounts and the aggregate Initial
Payments on all Accepted Accounts.  Factor may, in addition to any
other remedies available to Factor under this Agreement, charge back to Client
by taking funds out of the Reserve Account, any amount for which Client may be
obligated to Factor at any time; such amounts include, without limitation, (i)
any amounts which Client is obligated to pay Factor pursuant to the recourse
provisions of Section 3, (ii) any damages suffered by Factor as a result of
Client's breach of any provision of Section 5 hereof, (iii) any amount charged
back to Client pursuant to Section 10 hereof, (iv) any other offsets or
adjustments to any Accepted Account, and (v) reasonable attorneys fees and
disbursements related to any of the foregoing.  If Factor receives
payment on an Accepted Account from Account Debtor subsequent to the Accepted
Account being charged against the Reserve Account pursuant to the preceding
sentence, Factor will credit the Reserve Account by the amount of such
payment.


    
      
         


      

      
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    (b) The
Reserve Account shall be calculated and maintained on a regular basis, and any
funds which are credited by Factor to Client’s Reserve Account as a result of
collected invoices for Client, less all funds charged back to Client pursuant to
this Section 4 ("Excess Reserve") shall be paid to Client weekly; provided,
however, that Factor shall not be obligated to pay the Excess Reserve to Client
if a Recourse Event or an Event of Default has occurred and is
continuing.  If the Reserve Account at any time has a negative
balance, Client shall pay to Factor immediately upon Factor’s demand the amount
required to bring such balance to zero.  If Client shall cease selling
Accounts to Factor, Factor shall not pay the Reserve Account to Client until all
Accepted Accounts have been collected in full or charged against the Reserve
Account, and all Commissions and Factor's Fees and other sums due Factor
hereunder have been paid; if the Reserve Account has a negative balance after
such collections, charges and fees, then Client shall make the applicable
payment to Factor.  Factor may retain any amount held in the Reserve
Account at any time until all of the conditions of Section 11 (b) hereunder are
satisfied in full.  Factor may also retain any amount held in the
Reserve Account at any time to meet Client’s minimum sale obligations pursuant
to the second paragraph of Section 2 of this Agreement.

    (c)
Factor may, at Factor’s sole option and discretion, return payments for Client’s
account to the applicable account debtor, and deduct such items from the Reserve
Account; Client shall then seek such payments from the applicable account
debtor.

    


    5. CLIENT'S REPRESENTATIONS AND
WARRANTIES.

    Client
represents and warrants to Factor that:

    (a) Client is the sole owner and holder
of each and every Account and all related Rights, and, upon Factor's purchase of
any Account, Factor shall become the sole owner and holder of such Account and
its related Rights; and each Account is free and clear of all liens,
encumbrances, charges, security interests, rights to purchase, or other claims
of any kind or nature, and none of such Accounts have been previously sold or
assigned to any person or entity;

    (b) There are no financing statements
now on file in any public office governing any property of Client of any kind,
real or personal, in which Client is named in or has signed as the debtor,
except the financing statement or statements filed or to be filed with respect
to this Agreement, or those statements now on file that have been disclosed in
writing by Client to Factor.  Client will not execute any financing
statement in favor of any other person or entity, except Factor, during the term
of this Agreement;

    (c) The full amount of each Account is
due and owing to Client, and each Account is an accurate statement of a bona
fide sale and delivery by Client and acceptance by an Account Debtor of
merchandise or services.  Each Account is due and payable within 30
days or less, and is not contingent upon the fulfillment by Client of any
further performance of any nature;

    (d) The application ("Application")
made by Client in connection with this Agreement, and the statements made in
such Application are true and correct as of the time that this Agreement is
executed;

    (e) There are no actions, suits,
proceedings, attachment proceedings, orders, or arbitration proceedings, pending
or threatened, at law or in equity, against Client or any affiliate of Client or
affecting the Accounts, before any federal, state, municipal or other
governmental court, department, commission, board, agency or
instrumentality.  Client will immediately notify Factor if any matter
described in the preceding sentence arises; and

    (f) Client is a corporation duly
organized, validly existing and in good standing under the laws of
Florida.  This Agreement and transactions contemplated hereby have
been duly authorized by all necessary action by Client.

    


    6.
AFFIRMATIVE COVENANTS BY CLIENT.

    Client covenants and agrees that, from
the date hereof and until termination of this Agreement and payment in full of
all Accepted Accounts to Factor, Client will:

    (a) Pay all taxes or fees in relation
to the Accounts and all goods sold or services rendered which give rise to
Accounts;

    (b) Hold in trust for Factor, and
immediately notify and turn over to Factor, any payment on an Accepted Account
whenever any such payment comes into Client's possession, whether such payment
is by cash, check (payable to Client, Factor or both), money order, credit card,
debit card or other form of payment.  Client shall also, where such
payment is issued to the order of Client, immediately endorse the payment to the
order of Factor.  If Client comes into possession of a check or other
payment which consists of payments owing to both Client and Factor (i.e. the
payment covers both Accepted Accounts and Accounts which were not purchased by
Factor or other amounts owing to Client from Account Debtor), Client shall
immediately endorse the check or other payment to Factor and turn it over to
Factor who will then credit Client's portion to Client’s Reserve
Account.  Client acknowledges that an Event of Default pursuant to
Section 10 shall have occurred, and that Client will become subject to criminal
prosecution and civil actions, if Client does not immediately turn over to
Factor each and every payment on an Accepted Account which comes into Client's
possession. In addition, if
Client deposits or otherwise negotiates a check or other payment, or accepts a
credit card or debit card payment, which, by the terms of this Section 6 (b),
should have been turned over to Factor, Client shall pay Factor a misdirected
payment fee equal to 20% of the amount of the check, credit or debit card
payment, or other payment;

    (c) Not factor, sell, transfer, pledge
or give a security interest in any of its Accounts, other accounts receivable or
other Collateral to any person or entity other than Factor;

    (d) Notify Factor immediately if
Account Debtor returns to Client any goods giving rise to an Accepted Account,
and deliver such goods to Factor.  Client shall not intermingle such
goods with Client's other property, as the goods are the property of
Factor;

    (e) Client shall not change its mailing
address, principal place of business, chief executive office or its legal
structure (i.e. from a proprietorship to a corporation, etc.), or merge with or
acquire any other entity, or be acquired, without Factor's prior written
consent;

    (f) Immediately notify Factor of (i)
any development which would materially and adversely affect the business,
properties or financial condition of Client or any Account Debtor, the Accounts
or the ability of Client to perform its obligations under this Agreement, and/or
(ii) any actual or potential insolvency of Client or any Account
Debtor;

    (g) Give Factor not less than ten days
prior written notice of any bankruptcy filing by Client; and

    (h) Client will provide to Factor
monthly accounts receivable and accounts payable agings and customer contact
information, and proof of payment of payroll and other taxes, and quarterly
financial statements, for the term of this Agreement.

    


    7.
SECURITY INTEREST AND COLLATERAL

    In order to secure the payment and
performance of all obligations of Client to Factor, whether presently existing
or hereafter arising, Client hereby grants to Factor a security interest in and
lien upon all of Client's right, title and interest in all of Client’s assets,
which include, without limitation, (i) all of Client's accounts receivable,
returned goods and related Rights, instruments, inventory, inventory proceeds,
documents, contract rights, chattel paper, general intangibles and the proceeds
and insurance proceeds thereof, now or hereafter owned by Client, or in which
Client now or hereafter may have any rights, wherever located, (ii) the Reserve
Account and all payments (if any) due or to become due to Client from the
Reserve Account, and all other sums due from factors, (iii) all of Client's
other properties and assets, which include, without limitation, equipment,
machinery, products, furniture, fixtures, tools, raw materials, work in process
and supplies, and the proceeds thereof, now or hereafter owned by Client, or in
which Client now or hereafter may have any rights, wherever located, and (iv)
the proceeds of any insurance policies covering any of the foregoing
(collectively, the "Collateral"). Client agrees to comply with all appropriate
laws in order to perfect Factor's security interest in and to the Collateral and
to execute and deliver to Factor and/or file  UCC-1 Financing
Statements and any other financing statement(s) or documents that Factor may
require; Client in addition authorizes Factor to execute in Client’s name and
file any and all UCC-1 Financing Statements and any other financing statement(s)
or documents that Factor requires or deems necessary.  EGPI Firecreek,
Inc. will sign a guaranty, which guaranty is acceptable to Factor and further
secures Client's obligations hereunder.

    


    8.
COLLECTION OF ACCOUNTS.

    Factor shall have the sole and
exclusive power and authority to collect each Account, through legal action or
otherwise, and may, in its sole discretion, settle, compromise or assign (in
whole or in part) any Account, or otherwise exercise any other right now
existing or hereafter arising with respect to any Account.  Without
Factor’s prior written consent, Client shall not (a) attempt to collect any
Account, (b) attempt to collect other non-factored accounts receivable when
Factor has unpaid Accepted Accounts from the same Account Debtor, or (c) violate
any of the terms of Exhibit B hereof  with respect to any applicable
Account Debtor.  Any violation of this Section 8 is an Event of
Default hereunder.


    
      
         


      

      
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    9.
POWER OF ATTORNEY.

    Client grants to Factor an irrevocable
power of attorney authorizing and permitting Factor, at its option, without
notice to Client, to do any or all of the following:

    (a) Endorse the name of Client on any
checks or other forms of payment whatsoever that may come into the possession of
Factor regarding Accepted Accounts, any other accounts or
Collateral;

    (b) Pay, settle, compromise, prosecute
or defend any Claim, Dispute, action, or other proceeding relating to Accepted
Accounts or Collateral;

    (c) To extend the time of payment of
any or all Accepted Accounts and to make any discounts, offsets, allowances or
other adjustments with reference thereto;

    (d) Execute and file on behalf of
Client any financing statement deemed necessary or appropriate by Factor to
protect Factor's interest in and to the Accepted Accounts or Collateral, or
under any provision of this Agreement; and

    (e) To do all things necessary and
proper in order to carry out this Agreement.

    The power of attorney and authority
granted to Factor herein is irrevocable until this Agreement is terminated and
all Accepted Accounts have been paid in full and Client has satisfied in full
all other obligations owed to Factor.

    


    10.
DEFAULTS AND REMEDIES

    (a) An
event of default ("Event of Default") shall be deemed to have occurred under
this Agreement upon the happening of one or more of the following:

    (A) Client shall fail to pay as and
when due any amount of money owed to Factor;

    (B) There shall be commenced by or
against Client any voluntary or involuntary case under the federal Bankruptcy
Code, or any assignment for the benefit of creditors, or any appointment of a
receiver or custodian or trustee for any of Client's assets;

    (C) Client shall become insolvent, or
Client admits in writing its inability to pay its debts as they
mature;

    (D) A material and adverse change shall
have occurred in Client's financial condition, business or operations, or
Factor, in Factor’s sole discretion deems its position insecure or determines
that the Collateral has lost value;

    (E) Client shall have a federal, state
or local tax lien filed against any of its properties, or shall fail to pay any
federal, state or local tax when due, or shall fail to file any federal, state
or local tax form as and when due, or shall have a notice of seizure against it
sent out by any federal or state taxing authority;

    (F) Any check or other payment
described in Section 6(b) comes into Client's possession and Client does not
immediately endorse and turn over such check or payment to Factor;

    (G) A Recourse Event shall
occur;

    (H) Client shall stop selling and
assigning new Accounts to Factor, or Factor shall stop purchasing new Accounts
from Client, or Client shall give Factor notice of termination;

    (I) Client violates any provision of
Section 8 hereof; or

    (J) Any
event described in Section 12(h) and/or Section 12(i) occurs.

    


    (b) If an
Event of Default occurs, Factor may immediately exercise any and all of its
rights and remedies with respect to Accounts and Collateral under this
Agreement, the Uniform Commercial Code, and applicable law, which rights and
remedies include, without limitation:  (A) the right to declare any
amount owed by Client to Factor immediately due and payable; (B) enforcement of
the security interest given hereunder pursuant to the Uniform Commercial Code or
any other law; (C) entering the premises of Client and taking possession of the
Collateral and of the records pertaining to the  Accounts and the
Collateral;  (D) granting extensions, compromising claims and settling
Accounts for less than face value, without prior notice to Client; (E)
collecting and depositing all of Client’s accounts receivable, and the proceeds
thereof, whether such accounts were purchased by Factor or
not,  (F)  retaining any surplus realized from asset sales
and holding Client liable for any deficiency as provided in the Uniform
Commercial Code;  and (G) without limiting Factor's rights pursuant to
Sections 3 and 4, to charge back to Client any and all amounts or obligations
owed by Client to Factor by taking funds out of the Reserve Account. Client
shall also pay Factor immediately upon demand for all damages, costs and losses
caused to Factor which are in any way related to an Event of Default and/or
Recourse Event, including, without limitation, all attorney's fees, court costs,
disbursements, other collection expenses and all other expenses and costs
incurred or paid by Factor to obtain performance or to enforce any covenant or
agreement of Client hereunder.   In order to satisfy any amount
owed by Client to Factor pursuant to this Agreement, Factor is hereby authorized
by Client to initiate electronic debit or credit entries through the ACH system
to each and every deposit account maintained by Client wherever such accounts
are located.

    


    11.
TERM

    (a) This
Agreement shall become effective on the date hereof and shall continue in full
force and effect for a period of six (6) months from the date hereof and will be
automatically renewed for like periods thereafter, unless terminated by Client
as of any anniversary date, by Client giving not less than sixty (60) days prior
written notice to Factor or unless terminated by Factor at any
time.  Notwithstanding the foregoing, Client may terminate this
Agreement early at any time by giving Factor not less than sixty (60) days prior
written notice, and Factor may terminate this Agreement early at any time
without notice should any Event of Default or Recourse Event occur, provided
that in either event, Client will be obligated to pay Factor in full for all
amounts owing to Factor pursuant to this Agreement and for an additional early
termination fee equal to the amounts calculated pursuant to the second paragraph
of Section 2 for each and every remaining month of the
term.   After termination of this Agreement and/or termination of
Factor’s lien on the Collateral, Client shall remain fully responsible to Factor
for any and all representations, warranties and covenants contained herein, and
for any asserted claims and/or payment demands described in Section 12(h) and/or
Section 12(i) no matter when such demands arise.

    


    (b) This Agreement and all covenants,
agreements, representations and warranties made herein, shall survive the
purchase by Factor of the Accounts hereunder, and shall continue in full force
and effect after termination of this Agreement.  Once this Agreement
has been terminated and (i) Factor has received payment in full for all Accepted
Accounts and all other amounts owing to Factor pursuant to this Agreement, (ii)
all possible direct or contingent liabilities of Factor undertaken on behalf of
Client have been released in writing by any and all beneficiaries thereof,
whether such liabilities arose from a guaranty, promise, letter of credit,
potential or actual bankruptcy preference or other similar claim, or otherwise,
(iii) Factor has received an indemnity, in a form and from a financial
institution acceptable to Factor in Factor’s sole discretion, which indemnifies
Factor in full against  any and all Preference Exposure (as defined
below) or any other possible preference or other similar action or claim against
Factor by a trustee in bankruptcy, debtor in possession, receiver, custodian or
other party related to payments received by Factor; (iv) Client has met all
obligations to Factor hereunder as of such time, and (v) Client executes and
delivers a written release to Factor, in a form provided by and acceptable to
Factor, releasing Factor from all liabilities hereunder, then Factor shall
promptly terminate Factor's lien on the Collateral.

    


    12.
MISCELLANEOUS

    (a) Client shall pay Factor $10.00 for
each wire transfer made by Factor to Client, $15.00 for each wire transfer made
by Client or any Account Debtor to Factor, $20.00 for each FedEx, $20.00 for
each cashier's check, $5.66 for each certified piece of mail, standard postage
rates for the mailing of invoices, $28.00 for each Dun & Bradstreet report,
all amounts billed to Factor by Factor’s lawyers in matters related to the
Client, and all costs related to Factor’s ongoing UCC and tax lien searches on
Client; provided, however that if Factor’s cost for the preceding items
increases, Client shall also pay an additional amount equal to such
increase.


    
      
         


      

      
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    (b) This Agreement and the Exhibits and
attachments hereto constitute the entire agreement between the parties
pertaining to the subject matter contained in it and supersede all prior and
contemporaneous agreements of any kind whatsoever, confidentiality agreements,
commitments, negotiations and understandings of the parties.  No
supplement, modification or amendment of this Agreement or any part thereof
shall be binding unless executed in writing by both parties.  This
Agreement may not be assigned by Client without the prior written consent of
Factor.  This Agreement may be assigned by Factor without notice to or
the consent of Client.

    (c) All rights, remedies and powers
granted to Factor in this Agreement, or in any other instrument or document
given by Client to Factor, are cumulative and may be exercised singularly or
concurrently with such other rights as Factor may have.  No waiver of
any of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.  No waiver shall be binding unless
executed in writing by the party making the waiver.

    (d) Whenever possible, each provision
of this Agreement will be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

    (e)
Client shall hold Factor harmless against any Customer ill will arising from (i)
Factor's verification or collection of, or attempts to collect, any Account,
and/or (ii) any other actions of Factor pursuant to this
Agreement.  Factor may cease attempts to collect any Accepted Account
at any time.

    (f) All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be
deemed sufficiently given only if served personally on the party to whom notice
is to be given, or sent by facsimile (followed by a phone call which confirms
receipt) or mailed to the party to whom notice is to be given, by first class
mail, registered or certified, postage prepaid, and properly addressed as
follows:

    


    To
Client:

    South
Atlantic Traffic Corporation

    2295 Town
Lake Pkwy, Suite 116

    Woodstock,
GA 30189

    Attn:
Michael Hunter

    Phone:  (678)
494-8103

    Fax:  (678)
494-8104

    


    To
Factor:

    Benefactor
Funding Corp.

    249
Clayton St., Ste. 200

    Denver,
CO 80206

    Attn:
Thomas R. Smeltz

    Phone:
(303) 333-6111

    Fax:
(303) 333-5530

    


    or to
such other address as the party may have specified in a notice duly given to the
other party as provided herein.  Such notice or communication will be
deemed to have been given as of the date so delivered or faxed (and confirmed)
or three days after the date so mailed.

    (g)        This
Agreement and the legal relations between the parties shall be governed by and
construed in accordance with the laws of the State of Colorado without regard to
principles of conflicts of laws otherwise applicable to such
determinations.  Client and Factor agree that any suit, action or
proceeding arising out of the subject matter hereof, or the interpretation,
performance or breach of this Agreement, shall, if Factor so elects, be
instituted in any court sitting in Colorado (the "Acceptable
Forums").  Client and Factor agree that the Acceptable Forums are
convenient to it, and each party irrevocably submits to the jurisdiction of the
Acceptable Forums, irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement, and waives any and all objections to
jurisdiction or venue that it may have under the laws of Colorado or otherwise
in those courts in any such suit, action or proceeding.  Should such
proceeding be initiated in any other forum, Client waives any right to oppose
any motion or application made by Factor as a consequence of such proceeding
having been commenced in a forum other than an Acceptable Forum.

    (h)        If
an Account Debtor of Client files for or is forced into bankruptcy, receivership
or any other similar protection or status, or if Factor believes in its sole
discretion that an Account Debtor of Client  may file or be forced
into bankruptcy, receivership or any other similar protection or status, and
there is the possibility of a preference or other similar action or claim
against Factor by a trustee in bankruptcy, debtor in possession, receiver,
custodian or other party related to payments received by Factor, then a Recourse
Event under this Agreement shall have occurred and, in addition to other rights
and remedies hereunder, then Factor may, at Factor’s option, require that the
Client immediately increase the Client's Reserve Account by the Preference
Exposure (as defined below), and maintain a balance in the Client's Reserve
Account equal to the sum of the amount in the Client's Reserve Account as
required elsewhere in this Agreement plus the Preference Exposure (as defined
below).  Upon the expiration of the statute of limitations relating to
all avoidance actions under the Bankruptcy Code or similar state insolvency
statute, Factor shall pay any balance in the Client's Reserve Account to
Client.  Preference Exposure shall mean the total claim which a
Trustee under the Bankruptcy Code (or equivalent state or federal statute) could
possibly assert against Factor relating to a Bankruptcy Case (or similar
proceeding) filed by or against, or which Factor in its sole discretion believes
may be filed by or against, an Account Debtor of Client.  If the
situation described in the first sentence of this Section 12(h) occurs, Factor
may also, at its option, hold or pay over to the trustee in bankruptcy, debtor
in possession, receiver, custodian or other party, Client’s Reserve Account in
an amount equal to Preference Exposure. Furthermore, if a trustee in Bankruptcy,
debtor in possession, receiver, custodian or other party demands that any
payment received by Factor be returned and/or given to such party or to a
bankruptcy estate, then a Recourse Event under this Agreement shall have
occurred and Client shall owe Factor any and all amounts demanded by such
trustee in bankruptcy, debtor in possession, receiver, custodian or other party,
and Client shall pay such amounts to Factor immediately upon Factor’s
demand.  Client also agrees to indemnify Factor and hold Factor
harmless from and against any such preference or other similar action or claim,
regardless of whether such action or claim is brought during the term of this
Agreement or after termination of this Agreement.  This Section (h)
shall survive the termination of this Agreement and shall remain in effect for
seven years after termination of this Agreement.

    (i) If
Factor receives a payment from an Account Debtor and such Account Debtor demands
that the payment be returned, for any reason whatsoever, then a Recourse Event
under this Agreement shall have occurred and Client shall owe Factor any and all
amounts demanded by such Account Debtor, and Client shall pay such amounts to
Factor immediately upon Factor’s demand.  In addition, Client agrees
to indemnify and hold harmless Factor against any claims asserted by any person
or entity related in any way to the factoring relationship or any payment made
to Factor, whether or not such claims are asserted before or after termination
of this Agreement.  This Section (i) shall survive the termination of
this Agreement and shall remain in effect for seven years after termination of
this Agreement.

    (j) Each
of Client and Factor hereby (1) waive any right it may have to a jury trial, or
any right to claim or recover in any litigation any special, exemplary, punitive
or consequential damages, or damages other than, or in addition to, actual
damages, plus interest and fees, and (2) acknowledge that it has been induced to
enter into this Agreement and the transactions contemplated hereby by, among
other things, the mutual waivers contained in this subsection
(j).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (k) This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and either party may
execute this Agreement by signing any such counterpart.  A fax or
scanned signature of any party on any counterpart shall be effective as the
original signature of the party executing such counterpart.

    


    IN
WITNESS WHEREOF, the parties to this Agreement have duly executed it as of the
day and year first above written.

    


    
      
        
          
            	
                    FACTOR:

                  	 
      
	 
      	 
      
	
                    BENEFACTOR
      FUNDING CORP.

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                     
      

                  	  
      
	 
      	
                    Title:
      Vice President

                  	 
      
	 
      	 
      	 
      
	
                    CLIENT:

                  	 
      
	 
      	 
      
	
                    SOUTH
      ATLANTIC TRAFFIC CORPORATION WHICH SOMETIMES USES
      THE NAME SATCO

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                      
      

                  	 
      
	 
      	
                    Title:
      President

                  	 
      


          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      CONTINUING
GUARANTY AND WAIVER

    

     

                          Reference
is made to the Factoring and Security Agreement (the "Agreement") dated as of
October 28, 2009, between South Atlantic Traffic Corporation, a Florida
corporation, which sometimes uses the name SATCO (collectively the "Client") and
Benefactor Funding Corp., a Colorado corporation ("Factor").  The
terms used herein, where applicable and appropriate, shall have the same meaning
as the terms used and defined in the Agreement.  This Continuing
Guaranty and Waiver is hereby defined as the “Guaranty”.

    


    For valuable consideration and to
induce Factor to enter into the Agreement, the undersigned entity hereby agrees
as follows:

    


    1.  The undersigned entity
hereby absolutely and unconditionally guarantees the payment and performance of
Client's representations, warranties, covenants, agreements, debts and
obligations under the Agreement and all Exhibits thereto (collectively, the
"Obligations"), and agrees to pay to Factor upon demand all losses, damages and
expenses of Factor resulting from and/or incurred in connection with the breach
thereof.  The undersigned entity hereby grants Factor a security
interest in all of the undersigned entity's assets to enforce the Obligations
and the undersigned entity's other obligations hereunder.  The
undersigned entity shall be primarily liable for such Obligations and Factor may
invoke the benefits of this Guaranty without pursuing any remedies against
Client, without the necessity of joining other guarantors in any action, and
without proceeding against any collateral of Client for such
Obligations.

    


    2.  The undersigned entity
hereby agrees that any indebtedness of Client now or hereafter held by the
undersigned entity is hereby subordinated to the Obligations and any other
indebtedness of the Client to Factor.  Any indebtedness of the Client
to the undersigned entity, if Factor shall request, shall be collected, enforced
and received by the undersigned entity as Trustee for Factor and shall be paid
over to Factor, without reducing or affecting the liability of the undersigned
entity under the other provisions of this Guaranty.

    


    3.  Any one or more of the
following shall be an Event of Default hereunder:  (a) any Event of
Default described in Section 10 of the Agreement, (b) any default in payment or
performance of any indebtedness, instrument or Obligation hereby guaranteed, (c)
any sale, transfer, conveyance or encumbrance of undersigned entity's ownership
interest in Client, if any, or (d)  any levy, assessment, attachment,
seizure, lien or encumbrance for any cause or reason whatsoever upon any
material part of the undersigned entity's assets.

    If an Event of Default hereunder
occurs, any and all indebtedness, instruments and Obligations hereby guaranteed
shall become due and payable by the undersigned entity immediately, without
demand or notice, and Factor may immediately exercise any or all rights and
remedies against the undersigned entity, which include, without limitation, (i)
enforcement of the security interest given hereunder against the undersigned
entity's assets pursuant to the Uniform Commercial Code or any other law, (ii)
entering the premises of the undersigned entity and taking possession of
personal property, and (iii) retaining any surplus realized from asset sales and
holding undersigned entity liable for any deficiency as provided by
law.

    


    4.  This Guaranty is a
continuing guaranty of the Obligations and/or any indebtedness of Client under
the Agreement and each and every other agreement between Factor and Client, and
shall remain in full force and effect notwithstanding the fact that, at any
particular time, no Obligations may be outstanding.

    


    5.  Neither this Guaranty nor
any provision hereof may be modified, amended, waived, discharged or terminated
except by an instrument in writing duly signed by Factor.

    


    6.  Without notice to the
undersigned entity and without affecting or impairing the obligations of the
undersigned entity hereunder, Factor may compromise or settle, extend the period
of duration or the time for the payment, or discharge the performance of, or may
refuse to, or otherwise not enforce, or may, by action or inaction, release all
or any one or more parties to the Agreement or any other document otherwise with
respect to the Obligations or may grant other indulgences to Client in respect
thereof, or may amend or modify in any manner and at any time (or from time to
time) any document evidencing an Obligation or otherwise with respect to the
Obligations, or may, by action or inaction, release or substitute any guarantor,
if any, of the Obligations, or may enforce, exchange, release, or waive, by
action or inaction, any security for the Obligations or any guaranty of the
Obligations, or any portion thereof.

    7.  The undersigned entity
agrees to reimburse Factor on demand for: the actual costs, including
photocopying (which, if performed by Factor’s employees, shall be at the rate of
$.10/page), travel, and attorneys' fees and expenses incurred in complying with
any subpoena or other legal process attendant to any litigation in which the
undersigned entity is a party; and the actual amount of all costs and expenses,
including attorneys' fees, which Factor may incur in enforcing this Guaranty and
any documents prepared in connection herewith, or in connection with any federal
or state insolvency proceeding commenced by or against the undersigned entity,
including those (i) arising out of the automatic stay, (ii) seeking dismissal or
conversion of the bankruptcy proceeding or (ii) opposing confirmation of the
undersigned entity’s plan thereunder.

    


    8.  The undersigned entity
makes the following waivers with full knowledge and understanding that such
waivers, if not so made, might otherwise result in the undersigned entity being
able to avoid or limit the undersigned entity's liability as guarantor hereunder
either in whole or in part:

    (a) the
undersigned entity waives: (i) notice of the acceptance by Factor of this
Guaranty; (ii) notice of financial accommodations consisting of Obligations;
(iii) notice of any adverse change in the financial condition of Client, of any
change in value, or the release, of any collateral, or of any other fact that
might increase the undersigned entity's risk hereunder; (iv) notice of any Event
of Default; and (v) all other notices (except if such notice is expressly
required to be given to the undersigned entity hereunder) and demands to which
the undersigned entity might otherwise be entitled;

    (b) the
undersigned entity waives any right to revoke this Guaranty as to future
Obligations, and upon execution of this Guaranty, the undersigned entity will
not have any right to revoke this Guaranty as to any future indebtedness and,
thus, may have no control over its ultimate responsibility for the Obligations;
and

    (c) if,
contrary to the express intent of this Guaranty, any such revocation is
effective notwithstanding the foregoing waivers: (i) no such revocation shall be
effective until thirty days after written notice thereof has been actually
received by Factor; (ii) no such revocation shall apply to any Obligations in
existence on such date (including any subsequent continuation, extension, or
renewal thereof, or change in the rate, payment terms, or other terms and
conditions thereof); (iii) no such revocation shall apply to any Obligations
made or created after such date to the extent made or created pursuant to a
commitment by Factor which is, or is believed in good faith by Factor to be, in
existence on the date of such revocation; (iv) no payment prior to the date of
such revocation shall reduce the obligations of the undersigned entity
hereunder; and (v) any payment from any source other than the undersigned
entity, subsequent to the date of such revocation, may, at the option of Factor
be first be applied to that portion of the Obligations as to which the
revocation by the undersigned entity is effective and, to the extent so applied,
shall not reduce the obligations of the undersigned entity
hereunder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    9.  This Guaranty shall be
governed by and construed in accordance with the laws of the State of
Colorado.  The undersigned entity and Factor agree that any suit,
action or proceeding arising out of the subject matter hereof, or the
interpretation, performance or breach of this Guaranty, shall, if Factor so
elects, be instituted in any court sitting in Colorado (the "Acceptable
Forums").  The undersigned entity and Factor agree that the Acceptable
Forums are convenient to it, and each party irrevocably submits to the
jurisdiction of the Acceptable Forums, irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Guaranty, and waives any and
all objections to jurisdiction or venue that it may have under the laws of
Colorado or otherwise in those courts in any such suit, action or
proceeding.  Should such proceeding be initiated in any other forum,
the undersigned entity waives any right to oppose any motion or application made
by Factor as a consequence of such proceeding having been commenced in a forum
other than an Acceptable Forum.

    


    10.  THE
UNDERSIGNED ENTITY WAIVES ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING BY
CONTRACT, STATUTE OR BY OPERATION OF LAW.

    


    11. IN RECOGNITION OF THE
HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE UNDERSIGNED
ENTITY AND FACTOR WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED ENTITY AND FACTOR OR
ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE
UNDERSIGNED ENTITY AND FACTOR FURTHER WAIVE ANY RIGHT TO CONSOLIDATE ANY SUCH
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND THE UNDERSIGNED ENTITY AND
FACTOR HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT EITHER THE
UNDERSIGNED ENTITY OR FACTOR MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVI-DENCE OF THE CONSENT OF THE UNDERSIGNED
ENTITY AND FACTOR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     

    12.  THE
UNDERSIGNED ENTITY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN
REPRESENTATION BY FACTOR IN ENTERING INTO THIS GUARANTY AND THAT IT HAS FREELY,
WITHOUT COERCION OR DURESS, ENTERED INTO THIS GUARANTY.

    


    IN WITNESS WHEREOF, the undersigned
entity has executed this Guaranty as of the 28th day of
October, 2009.

    


    EGPI
FIRECREEK, INC.

    


    
      
        
          
            
              
                
                  
                    
                      	   
      	
                              /s/
      Robert Miller
      Jr. 

                            	    
      
	
                              By:

                            	
                               

                            	   
      
	   
      	
                              Title:

                            	
                              Ex
      VP


                            	
                               

                            	    
      


                    

                  

                

              

            

          

        

      

    

    


    Address:

    6564
Smoke Tree Lane

    Scottsdale,
AZ 85253

    Tax ID
Number: 88-0345961

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
        	
                

              	
                 

                Creative
      Capital Associates, Inc.

                P.O.
      Box 1926

                Silver
      Spring, MD 20915

                301-681-0080

                 eFax
      240-526-5031

                ccassociates.com

              


      

    

    


    October
22, 2009

    


    Mr.
Michael Hunter

    South
Atlantic Traffic Corporation

    2295
Towne Lake Pkwy, Suite 116

    Woodstock,
GA 30189

    


    RE:
Factoring Proposal

    


    Creative
Capital Associates, Inc. is pleased to offer accounts receivable funding to
South Atlantic Traffic Corporation, with the following terms and conditions.
Actual financing will be offered subsequent to the completion of due diligence
process.

    


    
      	
              Factoring
      Line:

            	
              One
      Millions Dollars ($1,000,000)

            
	
              Advance
      Rate:

            	
              80%
      of invoice face value

            
	
              Reserve:

            	
              Each
      week paid invoices will have the fees deducted from its
      reserve

            
	
              Discount
      Fee:

            	
              1.88% of face value of
      invoice for the initial 30 days

            
	
              Ongoing
      Fee:

            	
              Beyond
      the initial 30 days add  0.63 % for each 10 day
      period (31-40, 41-50 etc)

            
	 
      	 
      
	
              Closing
      Costs:

            	
              One
      time $750.00 deducted from first funding or upon demand at CCA’s
      option

            
	
              Documents
      required:

            	
              Factoring
      and Security Agreement

            
	 
      	
              UCC-1
      Financing Statement, 1st
      position on A/R

            
	 
      	
              Corporate
      Guaranty by EGPI Firecreek

            


    

    
The rates
are based on a 6 month commitment to fund $ 500,000 each month. Only invoices
from customers deemed creditworthy are acceptable. Customer accounts being
financed must have all payments made to our lockbox. Each customer account
cannot exceed its credit limit. Invoices will be verified through customer
contact. Ninety day buy back condition on overdue invoices dated from our
funding date.

    


    If the
above terms are acceptable, please sign below and fax back to 240-526-4031.

    


    We look
forward to working with South Atlantic Traffic Corporation and being a partner
in its growth.

    


    Sincerely,

    
    

     

    
      	
               

              

            	I understand and
      agree that by signing here, I have completed the evaluation process of
      looking for a finance company to assist us. I am aware that resources will
      be expended on our behalf at this point and am prepared to close on
      documents with the terms stated above. The undersigned hereby authorizes
      Benefactor Funding Corp. to file UCC-1 Financing Statements and any other
      financing statement(s) or documents that may be
  required.


    

    Gary W.
Honig

    President                                                      Accepted by:
_______________________________________ Mr. Michael Hunter,
President