EMPLOYMENT
AGREEMENT

    


    This
Employment Agreement ("AGREEMENT") is made as of the __day of November, 2009 by
and among EGPI Firecreek, Inc., a Nevada corporation located at 6564 North Smoke
Tree Lane, Scottsdale Arizona 85253 ("EGPI"), South Atlantic Traffic
Corporation., a Florida subchapter-S corporation located at 2295 Towne Lake
Pkwy., Suite 116 PMB 305, Woodstock, Georgia, 30189 (the "COMPANY"), and Stewart
Hall (hereinafter, the "EXECUTIVE").

    


    RECITALS

    


    A.    EGPI
acquired all of the issued and outstanding stock of the Company on November _,
2009.

    


    B.   The
Board of Directors of EGPI (the " EGPI BOARD") recognizes the Executive's
potential contribution to the growth and success of EGPI by providing executive
management services to the Company and desires to assure the Company of the
Executive's employment in an executive capacity.

    


    C.   The
Board of Directors of the Company (the "BOARD") recognizes the Executive's
potential contribution to the growth and success of the Company, and desires to
assure the Company of the Executive's employment in an executive capacity and to
compensate him therefore, has approved the provisions of this Agreement and has
authorized the officers of the Company to execute the Agreement on behalf of the
Company.

    


    D.   The
Executive is willing to make his services available to the Company on the terms
and conditions hereinafter set forth.

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:

    


    
      	
              1.

            	
              Employment.

            


    

    


    
      	
            	
              1.1.

            	
              Employment
      and Terms. The Company hereby agrees to employ the Executive and the
      Executive hereby agrees to serve the Company on the terms and conditions
      set forth herein.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              1.2.

            	
              Duties
      of Executive. During the Term of Employment under this Agreement (as
      hereinafter defined), the Executive shall serve as the Company's TBD
      Officer. The Executive shall be accountable only to the Board, and,
      subject to the authority of the Board, shall have supervision and control
      over, and responsibility for the overall operations of the Company. He
      also shall have such other powers and duties as may from time to time be
      prescribed by the Board, provided that such duties are consistent with the
      Executive's position as Chief Executive Officer of a company the size and
      type of the Company. The Executive shall devote the necessary time and
      attention to the business and affairs of the Company, render such services
      to the best of his ability, and use his reasonable best efforts to promote
      the interests of the Company. Notwithstanding the foregoing or any other
      provision of this Agreement, it shall not be a breach or violation of this
      Agreement for the Executive to (i) be employeed in the construction
      industry, (ii) serve on corporate (subject to approval of the Board, which
      shall not be unreasonably withheld), civic or charitable boards or
      committees, (iii) deliver lectures, fulfill speaking engagements or teach
      at educational institutions, or (iv) manage personal investments, so long
      as such activities do not significantly interfere with or significantly
      detract from the performance of the Executive's responsibilities to the
      Company in accordance with this Agreement. The Executive may continue to
      serve out the remaining term as a board member on any corporate board on
      which he serves as of the Commencement
Date.

            


    

    


    
      	
              2.

            	
              Term.
      The term of employment under this Agreement (the "TERM OF EMPLOYMENT")
      shall commence as of the __day of November, 2009 (the "COMMENCEMENT DATE")
      and shall continue for a period ending two (2) years from any date as of
      which the Term of Employment is being determined, subject to earlier
      termination pursuant to Section 5 hereof. This agreement shall
      automatically renew for an additional 2-year term at the conclusion of the
      initial or successive 2-year terms. The date on which the Term of
      Employment shall expire is sometimes referred to in this Agreement as the
      "EXPIRATION DATE."

            


    

    


    
      	
              3.

            	
              Compensation.

            


    

    


    
      	
            	
              3.1.

            	
              Base
      Salary. The Executive shall receive a base salary at the annual rate
      consistent with existing salary (the "BASE SALARY") during the Term of
      Employment, with such Base Salary payable in installments consistent with
      the Company's normal payroll schedule, subject to applicable withholding
      and other taxes. The Base Salary shall be reviewed, at least annually, for
      merit increases and may, by action and in the discretion of the Board, be
      increased at any time or from time to
time.

            


    

    


    
      	
            	
              3.2.

            	
              Bonuses.
      In addition to Base Salary, the Executive shall be eligible to receive a
      bonus (the "ANNUAL BONUS") payable in such amount and at such times as may
      be recommended by the Compensation Committee of the Board of Directors in
      its sole discretion.

            


    

    


    
      	
              4.

            	
              Expense
      Reimbursement and Other Benefits.

            


    

    


    
      	
            	
              4.1.

            	
              Reimbursement
      of Expenses. Upon the submission of proper substantiation by the
      Executive, and subject to such rules and guidelines as the Company may
      from time to time adopt with respect to the reimbursement of expenses of
      executive personnel, the Company shall reimburse the Executive for all
      reasonable expenses actually paid or incurred by the Executive during the
      Term of Employment in the course of and pursuant to the business of the
      Company. The Executive shall account to the Company in writing for all
      expenses for which reimbursement is sought and shall supply to the Company
      copies of all relevant invoices, receipts or other evidence reasonably
      requested by the Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              4.2.

            	
              Compensation/Benefit
      Programs. During the Term of Employment, the Executive shall be entitled
      to participate in all medical, dental, hospitalization, accidental death
      and dismemberment, disability, travel and life insurance plans and all
      other plans as are presently and hereinafter offered by the Company to its
      executive personnel, including savings, pension, profit-sharing and
      deferred compensation plans.

            


    

    


    
      	
            	
              4.3.

            	
              Working
      Facilities. During the Term of Employment, the Company shall furnish the
      Executive with an office, secretarial help and such other facilities and
      services suitable to his position and adequate for the performance of his
      duties hereunder.

            


    

    


    
      	
            	
              4.4.

            	
              Automobile.
      During the Term of Employment, the Company shall, at the Executive's
      election, either (i) pay to the Executive a non-accountable automobile
      allowance of $1,200 per month, or the current economic terms of the
      Executive’s automobile allowance, or (ii) provide the Executive with a
      mid-size automobile (which initially shall be new and shall be replaced
      not less frequently than every three (3) years), and reimburse the
      Executive for the costs of gasoline, oil, repairs, maintenance, insurance
      and other expenses incurred by Executive by reason of the use of the
      automobile.

            


    

    


    
      	
            	
              4.5.

            	
              Stock
      Options.

            


    

    


    
      	
            	
              4.5.1.

            	
               
       Initial Grant. As of the Commencement Date,  EGPI shall
      grant to the Executive an option to purchase 500,000 shares of common
      stock of  EGPI (the "COMMON STOCK") (hereinafter, the "INITIAL
      OPTIONS") at the closing price on the Commencement Date. Fifty Percent
      (50%) of this option shall be exercisable on the one year anniversary of
      the Commencement Date and the balance on the second year anniversary of
      the Commencement Date and shall remain exercisable for a period of three
      (3) years, whether or not the Executive continues to be employed by the
      Company during that period. The parties intend that the Initial Options be
      granted pursuant to the  EGPI stock option plan (the " EGPI
      STOCK OPTION PLAN") and shall be incentive stock options to the extent
      allowable under the  EGPI Stock Option Plan and applicable laws;
      provided, however, in the event that the Initial Options may not be
      granted under the  EGPI Stock Option Plan due to the failure
      of  EGPI to obtain shareholder approval of an increase in the
      number of shares available for grant thereunder, the Initial Options shall
      be granted to the Executive outside of the  EGPI Stock Option
      Plan.

            


    

    


    
      
        	
              	
                4.5.2.

              	
                   Future
      Grants. In addition, during the Term of Employment, the Executive shall be
      eligible to be granted options (the "STOCK OPTIONS") to purchase common
      stock of  EGPI under (and therefore subject to all terms and
      conditions of) the  EGPI Stock Option Plan, and any successor
      plan thereto; provided, however, that the Stock Options shall become
      immediately exercisable in full upon termination of the Executive's
      employment with the Company for any reason other than termination by the
      Company for Cause under Section 5.1 hereof or termination by the Executive
      without Good Reason under Section 5.5(b) hereof. The number of Stock
      Options and terms and conditions of the Stock Options shall be determined
      by the committee of the Board appointed pursuant to the  EGPI
      Stock Option Plan, or by the  EGPI Board, in its discretion and
      pursuant to the  EGPI Stock Option
  Plan

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              4.6.

            	
              Target
      Companies. Within thirty (30) days after Commencement Date, a special
      committee (the "COMMITTEE") of the  EGPI Board shall be
      established to meet with the Executive and _________________
      (collectively, the "MANAGERS") to establish guidelines (the "GUIDELINES")
      for acquisitions of companies similar to the Company. After the Guidelines
      have been established and approved by the  EGPI Board, the
      Managers may from time to time bring acquisition candidates (a "TARGET
      COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the
      acquisition terms of a Target Company comply with the
      Guidelines,  EGPI will make available a pool of Common Stock and
      apportion cash which may be available from  EGPI for the
      acquisition of the Target Company as a wholly-owned subsidiary of the
      Company, pursuant to any acquisition structure recommended by the
      Company's attorneys, accountants or other professional
      advisors.

            


    

    


    As soon
as practicable after the acquisition of the Company, the Committee and the
Managers shall establish reasonable financial goals for the results of
operations of any Target Company acquired, to include target sales, target
growth in sales, and target earnings before interest, depreciation, taxes and
amortization, as determined in accordance with United States generally accepted
accounting principles ("EBITDA"), hereinafter collectively the "TARGET
GOALS."

    


    At the
end of each full fiscal year of operation for any Target
Company,  EGPI shall cause an audit of the Target Company to be
performed by  EGPI' accountants (the "TARGET REVIEW").

    


    The board
of directors of EGPI (the “Board”) shall compare the financials of the Companies
to the projected financials of the Company and determine a Bonus Pool. The
cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the
Earnout Target. In the event the results of operation of each Target Company, as
determined by the Target Review, is equal to greater than the Target Goals, then
an amount not less than Twenty-Five Percent (25%) of the net income of any
Target Company, as established by the Target Review, would be paid to the
Managers, in accordance with each Manager's Employment Agreement, in cash or in
common stock of  EGPI, at the Company's option, in accordance with the
example set forth in EXHIBIT A hereto. The incentive compensation payable under
this Section shall be cumulative over a three (3) year period.

    


    
      	
            	
              4.7.

            	
              Other
      Benefits. The Executive shall be entitled to four (4) weeks of paid
      vacation each calendar year during the Term of Employment, to be taken at
      such times as the Executive and the Company shall mutually determine and
      provided that no vacation time shall significantly interfere with the
      duties required to be rendered by the Executive hereunder. Any vacation
      time not taken by Executive during any calendar year may be carried
      forward into any succeeding calendar year. The Executive shall receive
      such additional benefits, if any, as the Board of the Company shall from
      time to time determine.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              5.

            	
              Termination.

            


    

    


    
      	
            	
              5.1.

            	
              Termination
      for Cause. The Company shall at all times have the right, upon written
      notice to the Executive, to terminate the Term of Employment, for Cause as
      defined below. For purposes of this Agreement, the term "CAUSE" shall mean
      (i) an action or omission of the Executive which constitutes a willful and
      material breach of, or a willful and material failure or refusal (other
      than by reason of his disability or incapacity) to perform his duties
      under, this Agreement which is not cured within fifteen (15) days (or if
      the Executive is acting diligently to effect a cure, such longer time as
      shall be reasonably necessary to effect the cure) after receipt by the
      Executive of written notice of same, (ii) fraud, embezzlement,
      misappropriation of funds or material breach of trust in connection with
      his services during his tenure as an officer of the Company, or (iii) a
      conviction of any crime which involves dishonesty or a breach of trust.
      Any termination for Cause shall be made in writing by notice to the
      Executive, which notice shall set forth in reasonable detail all acts or
      omissions upon which the Company is relying for such termination. The
      Executive (and his legal representative) shall have the right to address
      the Board regarding the acts set forth in the notice of termination. Upon
      any termination pursuant to this Section 5.1, the Company shall (i) pay to
      the Executive any unpaid Base Salary through the date of termination and
      (ii) pay to the Executive accrued but unpaid Incentive Compensation, if
      any, for any Bonus Period ending on or before the date of the termination
      of Executive's employment with the Company. Upon any termination effected
      and compensated pursuant to this Section 5.1, the Company shall have no
      further liability hereunder (other than for (x) reimbursement for
      reasonable business expenses incurred prior to the date of termination,
      subject, however, to the provisions of Section 4.1, and (y) payment of
      compensation for unused vacation days that have accumulated during the
      calendar year in which such termination
occurs).

            


    

    


    
      	
            	
              5.2.

            	
              Disability.
      The Company shall at all times have the right, upon written notice to the
      Executive, to terminate the Term of Employment, if the Executive shall as
      the result of mental or physical incapacity, illness or disability, become
      unable to perform his obligations hereunder for a period of 180 days in
      any 12-month period. The determination of whether the Executive is or
      continues to be disabled shall be made in writing by a physician selected
      by the Board and reasonably acceptable to the Executive. Upon any
      termination pursuant to this Section 5.2, the Company shall (i) pay to the
      Executive the Executive's Base Salary for the remainder of the
      then-current Term of Employment, (ii) pay to the Executive accrued but
      unpaid Incentive Compensation, if any, for any Bonus Period ending on or
      before the date of termination of the Executive's employment with the
      Company, (iii) pay to the Executive his Termination Year Bonus, if any, at
      the time provided in Section 3.2f hereof, and (iv) pay to the Executive
      any then unpaid Additional Bonuses at the time provided in Section 3.2(c).
      Upon any termination effected and compensated pursuant to this Section
      5.2, the Company shall have no further liability hereunder (other than for
      (x) reimbursement for reasonable business expenses incurred prior to the
      date of termination, subject, however to the provisions of Section 4.1,
      and (y) payment of compensation for unused vacation days that have
      accumulated during the calendar year in which such termination
      occurs).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              5.3.

            	
              Death.
      Upon the death of the Executive during the Term of Employment, the Company
      shall (i) pay to the estate of the deceased the Executive's Base Salary
      for the remainder of the then-current Term of Employment, (ii) pay to the
      estate of the deceased Executive accrued but unpaid Incentive
      Compensation, if any, for any Bonus Period ending on or before the
      Executive's date of death, (iii) pay to the estate of the deceased
      Executive, the Executive's Termination Year Bonus, if any, at the time
      provided in Section 3.2f hereof, and (iv) pay to the Executive's estate
      any then unpaid Additional Bonuses at the time provided in Section 3.2(c).
      Upon any termination effected and compensated pursuant to this Section
      5.3, the Company shall have no further liability hereunder (other than for
      (x) reimbursement for reasonable business expenses incurred prior to the
      date of the Executive's death, subject, however to the provisions of
      Section 4.1, and (y) payment of compensation for unused vacation days that
      have accumulated during the calendar year in which such termination
      occurs).

            


    

    


    
      	
            	
              5.4.

            	
              Termination
      Without Cause. The Company shall have the right to terminate the Term of
      Employment by written notice to the Executive not less than thirty (30)
      days prior to the termination date. Upon any termination pursuant to this
      Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3
      or 5.5), the Company shall (i) pay to the Executive on the termination
      date unpaid Base Salary, if any, through the date of termination specified
      in such notice, (ii) pay to the Executive the accrued but unpaid Incentive
      Compensation, if any, for any Bonus Period ending on or before the date of
      the termination of the Executive's employment with the Company, at the
      time provided in Section 3.2a, (iii) pay to the Executive on the
      termination date a lump sum payment equal to three (3) times the sum of
      (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in
      which such termination occurs, (iv) continue to provide the Executive with
      the benefits under Sections 4.2 and 4.4 hereof (the "BENEFITS") for a
      period of three (3) years immediately following the date of his
      termination in the manner and at such times as the Benefits otherwise
      would have been provided to the Executive; (v) pay to the Executive as a
      single lump sum payment, within 30 days of the date of termination, a lump
      sum benefit equal to the value of the portion of his benefits under any
      savings, pension, profit sharing or deferred compensation plans that are
      forfeited under such plans but that would not have been forfeited if the
      Executive's employment had contained for an additional three (3) years. In
      the event that the Company is unable to provide the Executive with any
      Benefits required hereunder by reason of the termination of the
      Executive's employment pursuant to this Section 5.4, then the Company
      shall promptly reimburse the Executive for amounts paid by the Executive
      to acquire comparable coverage. Upon any termination effected and
      compensated pursuant to this Section 5.4, the Company shall have no
      further liability hereunder (other than for (x) reimbursement for
      reasonable business expenses incurred prior to the date of termination,
      subject, however, to the provisions of Section 4.1, and (y) payment of
      compensation for unused vacation days that have accumulated during the
      calendar year in which such termination
occurs).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              5.5.

            	
              Termination
      by Executive.

            


    

    


    
      	
            	
              5.5.1.

            	
                
      The Executive shall at all times have the right, by written notice not
      less than thirty (30) days prior to the termination date, to terminate the
      Term of Employment.

            


    

    


    
      	
            	
              5.5.2.

            	
                
      Upon termination of the Term of Employment pursuant to this Section 5.5 by
      the Executive without Good Reason (as defined below), the Company shall
      (i) pay to the Executive upon the termination date any unpaid Base Salary
      through the effective date of termination specified in such notice or
      otherwise mutually agreed and (ii) pay to the Executive any accrued but
      unpaid Incentive Compensation, if any, for any Bonus Period ending on or
      before the termination of Executive's employment with the Company, at the
      time provided in Section 3.2.  Upon any termination effected and
      compensated pursuant to this Section 5.5(b), the Company shall have no
      further liability hereunder (other than for (x) reimbursement for
      reasonable business expenses incurred prior to the date of termination,
      subject, however, to the provisions of Section 4.1, and (y) payment of
      compensation for unused vacation days that have accumulated during the
      calendar year in which such termination
occurs).

            


    

    


    
      	
            	
              5.5.3.

            	
                
      Upon termination of the Term of Employment pursuant to this Section 5.5 by
      the Executive for Good Reason, the Company shall pay to the Executive the
      same amounts, and shall continue or compensate for Benefits in the same
      amounts, that would have been payable or provided by the Company to the
      Executive under Section 5.4 of this Agreement if the Term of Employment
      had been terminated by the Company without Cause. In addition, if the
      termination of the Term of Employment occurs after a Change in Control (as
      hereinafter defined), and as a result of the Change in Control, the
      Executive would be entitled to a reduction in the option price for any
      options granted to the Executive, or any cash payments from the Company,
      (other than those provided under this Agreement) in addition to those
      specified in Section 5.4, under any plan or program maintained by the
      Company (the "ADDITIONAL BENEFITS"), then the Company shall provide the
      Executive with those Additional Benefits, if and only to the extent that
      such Additional Benefits, when added to the amounts payable and the
      Benefits provided by the Company to the Executive hereunder, will not
      constitute excess parachute payments with the meaning of Section 280G of
      Internal Revenue Code of 1986, as amended, and the regulations thereunder
      (the "CODE"). Upon any termination effected and compensated pursuant to
      this Section 5.5(c), the Company shall have no further liability hereunder
      (other than for (x) reimbursement for reasonable business expenses
      incurred prior to the date of termination, subject, however, to the
      provisions of Section 4.1, and (y) payment of compensation for unused
      vacation days that have accumulated during the calendar year in which such
      termination occurs.)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              5.5.4.

            	
               
       For purposes of this Agreement, "GOOD REASON" shall mean (i) the
      assignment to the Executive of any duties inconsistent in any respect with
      the Executive's position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as contemplated by
      Section 1.2 of this Agreement, or any other action by the Company which
      results in a diminution in such position, authority, duties or
      responsibilities, excluding for this purpose an isolated, insubstantial
      and inadvertent action not taken in bad faith and which is remedied by the
      Company promptly after receipt of notice thereof given by the Executive;
      (ii) any failure by the Company to comply with any of the provisions of
      Article 3 of this Agreement, other than an isolated, insubstantial and
      inadvertent failure not occurring in bad faith and which is remedied by
      the Company promptly after receipt of notice thereof given by the
      Executive; (iii) the Company's requiring the Executive to be based at any
      office or location, that is not within 150 miles of the executive's home
      city except for travel reasonably required in the performance of the
      Executive's responsibilities; (iv) any purported termination by the
      Company of the Executive's employment other than for Cause pursuant to
      Section 5.1, or because of the Executive's disability pursuant to Section
      5.2 of this Agreement; (v) the termination by the Company of
      ________________; or (vi) the occurrence of a Change in Control. For
      purposes of this Section 5.5(d), the Executive acknowledges that the
      Company's holding company functions are headquartered and centralized in
      Atlanta, Georgia. For purposes of this Section 5.5(d), any good faith
      determination of Good Reason made by the Executive shall be conclusive;
      provided that the Executive shall not exercise his right to terminate his
      employment for Good Reason without first giving sixty (60) days written
      notice to the Company of the factual basis constituting Good Reason. The
      Company shall have the right to cure the problem(s) noted by the
      Executive, before the Executive may terminate his employment for Good
      Reason.

            


    

    


    
      	
            	
              5.5.5.

            	
                
      For purposes of this Agreement, the term "CHANGE IN CONTROL" shall
      mean:

            


    

    


    
      	
            	
              5.5.5.1.

            	
                
      Approval by the shareholders of the Company of (x) a reorganization,
      merger, consolidation or other form of corporate transaction or series of
      transactions, in each case, with respect to which persons who were the
      shareholders of the Company immediately prior to such reorganization,
      merger or consolidation or other transaction do not, immediately
      thereafter, own more than Fifty Percent (50%) of the combined voting power
      entitled to vote generally in the election of directors of the
      reorganized, merged or consolidated company's then outstanding voting
      securities, in substantially the same proportions as their ownership
      immediately prior to such reorganization, merger, consolidation or other
      transaction, or (y) a liquidation or dissolution of the Company or (z) the
      sale of all or substantially all of the assets of the Company (unless such
      reorganization, merger, consolidation or other corporate transaction,
      liquidation, dissolution or sale is subsequently
    abandoned);

            


    

    


    
      	
            	
              5.5.5.2.

            	
                
      A new Board member is elected without the approval of at least four (4) of
      the persons who, as of the Commencement Date of this Agreement, constitute
      the Board (the "INCUMBENT BOARD");
or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              5.5.5.3.

            	
                
      the acquisition (other than from the Company) by any person, entity or
      "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Securities Exchange Act, of beneficial ownership within the meaning of
      Rule 13-d promulgated under the Securities Exchange Act of more than Fifty
      Percent (50%) of either the then outstanding shares of the Company's
      Common Stock or the combined voting power of the Company's then
      outstanding voting securities entitled to vote generally in the election
      of directors (hereinafter referred to as the ownership of a "CONTROLLING
      INTEREST") excluding, for this purpose, any acquisitions by (1) the
      Company or its Subsidiaries, (2) any person, entity or "group" that as of
      the Commencement Date of this Agreement owns beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Securities Exchange Act)
      of a Controlling Interest or (3) any employee benefit plan of the Company
      or its Subsidiaries;

            


    

    


    
      	
            	
              5.5.5.4.

            	
                
      provided that, with respect to this Section 5.5(e), a Change in Control
      shall not be deemed to have occurred should any of the contingencies
      referred to in this Section involve any of those companies, persons or
      other legal entities with whom the Company is negotiating on or before the
      Commencement Date and which are communicated, in writing, by the Company
      to the Executive upon execution of this
  Agreement.

            


    

    


    
      	
            	
              5.6.

            	
              Certain
      Additional Payments by the Company. Anything in the Agreement to the
      contrary notwithstanding, in the event it shall be determined that any
      payment, distribution or other action by the Company to or for the benefit
      of the Executive (whether paid or payable or distributed or distributable
      pursuant to the terms of this Agreement or otherwise, including any
      additional payments required under this Section 5.6) (a "PAYMENT") would
      be subject to an excise tax imposed by Section 4999 of the Code, or any
      interest or penalties are incurred by the Executive with respect to any
      such excise tax (such excise tax, together with any such interest and
      penalties, are hereinafter collectively referred to as the "EXCISE TAX"),
      the Company shall make a payment to the Executive (a "GROSS-UP PAYMENT")
      in an amount such that after payment by the Executive of all taxes
      (including any Excise Tax) imposed upon the Gross-Up Payment, the
      Executive retains (or has had paid to the Internal Revenue Service on his
      behalf) an amount of the Gross-Up Payment equal to the sum of (x) the
      Excise Tax imposed upon the Payments and (y) the product of any deductions
      disallowed because of the inclusion of the Gross-Up Payment in the
      Executive's adjusted gross income and the highest applicable marginal rate
      of federal income taxation for the calendar year in which the Gross-Up
      Payment is to be made. For purposes of determining the amount of the
      Gross-Up Payment, the Executive shall be deemed to (i) pay federal income
      taxes at the highest marginal rates of federal income taxation for the
      calendar year in which the Gross-Up Payment is to be made, and (ii) pay
      applicable state and local income taxes at the highest marginal rate of
      taxation for the calendar year in which the Gross-Up Payment is to be
      made, net of the maximum reduction in federal income taxes which could be
      obtained from deduction of such state and local
  taxes.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              5.7.

            	
              Resignation.   Upon
      any termination of employment pursuant to this Article 5, the Executive
      shall be deemed to have resigned as an officer, and if he or she was then
      serving as a director of the Company, as a director, and if required by
      the Board, the Executive hereby agrees to immediately execute a
      resignation letter to the Board.

            


    

    


    
      	
            	
              5.8.

            	
              Survival.
      The provisions of this Article 5 shall survive the termination of this
      Agreement, as applicable.

            


    

    


    
      	
              6.

            	
              Restrictive
      Covenants.

            


    

    


    
      	
            	
              6.1.

            	
              Non-competition.
      In order to fully protect the Company's Proprietary Information, at all
      times during the Restricted Period, the Executive shall not, directly or
      indirectly, perform or provide managerial or executive services on behalf
      of any person, entity or enterprise which is engaged in, or plans to
      engage in the United States that directly or indirectly competes with the
      Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the
      business of manufacturing or distribution of products related the
      Department of Transportation/Intelligent Traffic Systems); excluding any
      activities in the construction industry. During the Executive's employment
      with the Company, the Executive shall not, directly or indirectly, have
      any interest in any business that provides work related to the Department
      of Transportation/Intelligent Traffic Systems in the United States (other
      than the Company) that competes with the Company's Business, provided that
      this provision shall not apply to the Executive's ownership or
      acquisition, solely as an investment, of securities of any issuer that is
      registered under Section 12(b) or 12(g) of the Securities Exchange Act of
      1934, as amended, and that are listed or admitted for trading on any
      United States national securities exchange or that are quoted on the
      National Association of Securities Dealers Automated Quotations System, or
      any similar system or automated dissemination of quotations of securities
      prices in common use, so long as the Executive does not control, acquire a
      controlling interest in or become a member of a group which exercises
      direct or indirect control of, more than five percent (5%) of any class of
      capital stock of such corporation. For purposes of this Agreement the
      "RESTRICTED PERIOD" shall be the period during which the Executive is
      employed by the Company and, if the Executive's employment with the
      Company is either terminated by the Company without Cause pursuant to
      Section 5.4, or by the Executive for Good Reason pursuant to Section 5.5c,
      and the Company has paid to the Executive all of amounts then payable to
      the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (1)
      year period immediately following the termination of the Executive's
      employment with the Company. EGPI acknowledges that the Factoring
      Transaction associated with Creative Capital Associates is a temporary
      bridge financing and EGPI is bound by the Stock Purchase Agreement to use
      its best efforts to obtain a traditional Line of Credit as soon as
      possible, as stipulated in the original Letter of Intent. EGPI agrees to
      use its best efforts to replace the temporary bridge financing within
      forty-five (45) days of closing with an option by EGPI to extend this
      deadline to January 31, 2010. In the event that EGPI does not obtain a
      traditional Line of Credit within the timeline, the Executive may
      terminate the Agreement, and the Non-Compete shall be null and void. If
      this clause is exercised by the Executive, it will not trigger any
      Clawback against the Promissory Note portion of the Cash Consideration or
      the Stock Consideration, or a claim against the Executive for any of the
      Cash Consideration paid at Closing. Exercise of this option will also void
      any payments due to the Executive by EGPI under this Agreement. This
      option is only exercisable at the election of the Executive after January
      31, 2010. In addition, EGPI is required to obtain a commitment for funding
      of $500,000 within twenty-one (21) days of closing. If the commitment has
      not been obtained in the 21 day period, by November 24, 2009, then by
      written demand by the majority of the Sellers the Employment Agreements
      including the Non-Compete will be null and void, and EGPI will have no
      claims against the Cash Consideration paid except for any balances on the
      Promissory Notes and the Stock
Consideration.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              6.2.

            	
              Confidential
      Information. The Executive recognizes and acknowledges that the Trade
      Secrets (as defined below) and Confidential Information (as defined
      below), of the Company and all physical embodiments thereof, as they may
      exist from time-to-time, collectively, the "PROPRIETARY INFORMATION" are
      valuable, special and unique assets of the Company's business. In order to
      obtain and/or maintain access to such Proprietary Information, which
      employee acknowledges is essential to the performance of his duties under
      this Agreement, the Executive agrees that, except with respect to those
      duties assigned to him by the Company, the Executive shall hold in
      confidence all Proprietary Information and the Executive will not
      reproduce, use, distribute, disclose, or otherwise misappropriate any
      Proprietary Information, in whole or in part, and will take no action
      causing, or fail to take any action necessary to prevent causing, any
      Proprietary Information to lose its character as Proprietary Information,
      nor will the Executive make use of any such Information for the
      Executive's own purposes or for the benefit of any person, business or
      legal entity (except the Company) under any circumstances, except that the
      Executive may disclose such Proprietary Information to the extent required
      by law, provided that, prior to any such disclosure, the Company be
      provided an opportunity to contest such
  disclosure.

            


    

    


    For
purposes of this Agreement, the term "TRADE SECRETS" means information belonging
to or licensed to the Company, regardless of form, including, but not limited
to, any technical or non-technical data, formula, pattern, compilation, program,
device, method, technique, drawing, financial, marketing or other business plan,
lists of actual or potential customers or suppliers, or any other information
similar to any of the foregoing, which derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can derive economic value
from its disclosure or use. The term "CONFIDENTIAL INFORMATION" means any
information belonging to or licensed to the Company, regardless of form, other
than Trade Secrets, which is valuable to the Company and not generally known to
competitors of the Company.

    


    The
provisions of this Section 6.2 will apply to Trade Secrets for as long as such
information remains a Trade Secret and to Confidential Information during the
Executive's employment with the Company and for a period of two (2) years
following the termination of the Executive's employment with the Company for
whatever reason.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              6.3.

            	
              Non-solicitation
      of Employees and Customers. At all times during the Restricted Period, as
      defined in Section 6.1 hereof, the Executive shall not, directly or
      indirectly, for himself or for any other person, firm, corporation,
      partnership, association or other entity (a) solicit, recruit or attempt
      to solicit or recruit any employee of the Company to leave the Company's
      employment, or (b) solicit or attempt to solicit any of the actual or
      targeted prospective customers or clients of the Company with whom the
      Executive had material contact or about whom the Executive learned
      Confidential Information on behalf of any person or entity in connection
      with any business that competes with the Company's
    Business.

            


    

    


    
      	
            	
              6.4.

            	
              Ownership
      of Developments. All copyrights, patents, trade secrets, or other
      intellectual property rights associated with any ideas, concepts,
      techniques, inventions, processes, or works of authorship developed or
      created by Executive during the course of performing work for the Company
      or its clients (collectively, the "WORK PRODUCT") shall belong exclusively
      to the Company and shall, to the extent possible, be considered a work
      made by the Executive for hire for the Company within the meaning of Title
      17 of the United States Code. To the extent the Work Product may not be
      considered work made by the Executive for hire for the Company, the
      Executive agrees to assign, and automatically assign at the time of
      creation of the Work Product, without any requirement of further
      consideration, any right, title, or interest the Executive may have in
      such Work Product. Upon the request of the Company, the Executive shall
      take such further actions, including execution and delivery of instruments
      of conveyance, as may be appropriate to give full and proper effect to
      such assignment.

            


    

    


    
      	
            	
              6.5.

            	
              Books
      and Records. All books, records, and accounts relating in any manner to
      the customers or clients of the Company, whether prepared by the Executive
      or otherwise coming into the Executive's possession, shall be the
      exclusive property of the Company and shall be returned immediately to the
      Company on termination of the Executive's employment hereunder or on the
      Company's request at any time.

            


    

    


    
      	
            	
              6.6.

            	
              Definition
      of Company. Solely for purposes of this Article 6, the term "COMPANY" also
      shall include any existing or future subsidiaries of the Company that are
      operating during the time periods described herein and any other entities
      that directly or indirectly, through one or more intermediaries, control,
      are controlled by or are under common control with the Company during the
      periods described herein.

            


    

    


    
      	
            	
              6.7.

            	
              Acknowledgment
      by Executive. The Executive acknowledges and confirms that (a) the
      restrictive covenants contained in this Article 6 are reasonably necessary
      to protect the legitimate business interests of the Company, and (b) the
      restrictions contained in this Article 6 (including without limitation the
      length of the term of the provisions of this Article 6)are not overbroad,
      overlong, or unfair and are not the result of overreaching, duress or
      coercion of any kind. The Executive further acknowledges and confirms that
      his full, uninhibited and faithful observance of each of the covenants
      contained in this Article 6 will not cause him any undue hardship,
      financial or otherwise, and that enforcement of each of the covenants
      contained herein will not impair his ability to obtain employment
      commensurate with his abilities and on terms fully acceptable to him or
      otherwise to obtain income required for the comfortable support of him and
      his family and the satisfaction of the needs of his creditors. The
      Executive acknowledges and confirms that his special knowledge of the
      business of the Company is such as would cause the Company serious injury
      or loss if he were to use such ability and knowledge to the benefit of a
      competitor or were to compete with the Company in violation of the terms
      of this Article 6. The Executive further acknowledges that the
      restrictions contained in this Article 6 are intended to be, and shall be,
      for the benefit of and shall be enforceable by, the Company's successors
      and assigns.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              6.8.

            	
              Reformation
      by Court. In the event that a court of competent jurisdiction shall
      determine that any provision of this Article 6 is invalid or more
      restrictive than permitted under the governing law of such jurisdiction,
      then only as to enforcement of this Article 6 within the jurisdiction of
      such court, such provision shall be interpreted and enforced as if it
      provided for the maximum restriction permitted under such governing
      law.

            


    

    


    
      	
            	
              6.9.

            	
              Extension
      of Time. If the Executive shall be in violation of any provision of this
      Article 6, then each time limitation set forth in this Article 6 shall be
      extended for a period of time equal to the period of time during which
      such violation or violations occur. If the Company seeks injunctive relief
      from such violation in any court, then the covenants set forth in this
      Article 6 shall be extended for a period of time equal to the pendency of
      such proceeding including all appeals by the
  Executive.

            


    

    


    
      	
            	
              6.10.

            	
                 Survival.
      The provisions of this Article 6 shall survive the termination of this
      Agreement, as applicable.

            


    

    


    
      	
              7.

            	
              Injunction.
      It is recognized and hereby acknowledged by the parties hereto that a
      breach by the Executive of any of the covenants contained in Article 6 of
      this Agreement will cause irreparable harm and damage to the Company, the
      monetary amount of which may be virtually impossible to ascertain. As a
      result, the Executive recognizes and hereby acknowledges that the Company
      may be entitled to an injunction from any court of competent jurisdiction
      enjoining and restraining any violation of any or all of the covenants
      contained in Article 6 of this Agreement by the Executive or any of his
      affiliates, associates, partners or agents, either directly or indirectly,
      and that such right to injunction shall be cumulative and in addition to
      whatever other remedies the Company may
possess.

            


    

    


    
      	
              8.

            	
              Attorney's
      Fees. Nothing contained herein shall be construed to prevent the Company
      or the Executive from seeking and recovering from the other damages
      sustained by either or both of them as a result of its or his breach of
      any term or provision of this Agreement.  In the event that
      either party hereto brings suit for the collection of any damages
      resulting from, or the injunction of any action constituting, a breach of
      any of the terms or provisions of this Agreement, then the party found to
      be at fault shall pay all reasonable court costs and attorneys' fees of
      the other.

            


    

    


    
      	
              9.

            	
              Assignment.
      Neither party shall have the right to assign or delegate his rights or
      obligations hereunder, or any portion thereof, to any other
      person.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              10.

            	
              Governing
      Law and Venue. This Agreement shall be governed by and construed and
      enforced in accordance with the internal laws of the State of Georgia. The
      venue for any action to enforce this Agreement shall be the state or
      federal courts located within Fulton County,
  Georgia.

            


    

    


    
      	
              11.

            	
              Entire
      Agreement. This Agreement constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof and, upon its
      effectiveness, shall supersede all prior agreements, understandings and
      arrangements, both oral and written, between the Executive and the Company
      (or any of its affiliates) with respect to such subject matter. This
      Agreement may not be modified in any way unless by a written instrument
      signed by both the Company and the
Executive.

            


    

    


    
      	
              12.

            	
              Notices:
      All notices required or permitted to be given hereunder shall be in
      writing and shall be personally delivered by courier, sent by registered
      or certified mail, return receipt requested or sent by confirmed facsimile
      transmission addressed as set forth herein. Notices personally delivered,
      sent by facsimile or sent by overnight courier shall be deemed given on
      the date of delivery and notices mailed in accordance with the foregoing
      shall be deemed given upon the earlier of receipt by the addressee, as
      evidenced by the return receipt thereof, or three (3) days after deposit
      in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to
      the address of the Company in the preamble to this Agreement, Attention:
      Chairman of the Board, and (ii) if to the Executive, to his address as
      reflected on the payroll records of the Company, or to such other in
      accordance with this provision.

            


    

    


    
      	
              13.

            	
              Benefits;
      Binding Effect. This Agreement shall be for the benefit of and binding
      upon the parties hereto and their respective heirs, personal
      representatives, legal representatives, successors and, where permitted
      and applicable, assigns, including, without limitation, any successor to
      the Company, whether by merger, consolidation, sale of stock, sale of
      assets or otherwise.

            


    

    


    
      	
              14.

            	
              Severability.
      The invalidity of any one or more of the words, phrases, sentences,
      clauses, provisions, sections or articles contained in this Agreement
      shall not affect the enforceability of the remaining portions of this
      Agreement or any part thereof, all of which are inserted conditionally on
      their being valid in law, and, in the event that any one or more of the
      words, phrases, sentences, clauses, provisions, sections or articles
      contained in this Agreement shall be declared invalid, this Agreement
      shall be construed as if such invalid word or words, phrase or phrases,
      sentence or sentences, clause or clauses, provisions or provisions,
      section or sections or article or articles had not been inserted. If such
      invalidity is caused by length of time or size of area, or both, the
      otherwise invalid provision will be considered to be reduced to a period
      or area which would cure such
invalidity.

            


    

    


    
      	
              15.

            	
              Waivers.
      The waiver by either party hereto of a breach or violation of any term or
      provision of this Agreement shall not operate nor be construed as a waiver
      of any subsequent breach or
violation.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              16.

            	
              Damages.
      Nothing contained herein shall be construed to prevent the Company or the
      Executive from seeking and recovering from the other damages sustained by
      either or both of them as a result of its or his breach of any term or
      provision of this Agreement. In the event that either party hereto brings
      suit for the collection of any damages resulting from, or the injunction
      of any action constituting, a breach of any of the terms or provisions of
      this Agreement, then the party found to be at fault shall pay all
      reasonable court costs and attorneys' fees of the
  other.

            


    

    


    
      	
              17.

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

            


    

    


    
      	
              18.

            	
              No
      Third Party Beneficiary. Nothing expressed or implied in this Agreement is
      intended, or shall be construed, to confer upon or give any person other
      than the Company, the parties hereto and their respective heirs, personal
      representatives, legal representatives, successors and permitted assigns,
      any rights or remedies under or by reason of this
    Agreement.

            


    

    


    
      	
              19.

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

            


    

    


    
      	
              20.

            	
              Indemnification

            


    

    


    
      	
            	
              20.1.

            	
                  Subject
      to limitations imposed by law, the Company shall indemnify and hold
      harmless the Executive to the fullest extent permitted by law from and
      against any and all claims, damages, expenses (including attorneys' fees),
      judgments, penalties, fines, settlements, and all other liabilities
      incurred or paid by him in connection with the investigation, defense,
      prosecution, settlement or appeal of any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative and to which the Executive was or is a party or is
      threatened to be made a party by reason of the fact that the Executive is
      or was an officer, employee or agent of the Company, or by reason of
      anything done or not done by the Executive in any such capacity or
      capacities, provided that the Executive acted in good faith, in a manner
      that was not grossly negligent or constituted willful misconduct and in a
      manner he reasonably believed to be in or not opposed to the best
      interests of the Company, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was unlawful.
      The Company also shall pay any and all expenses (including attorney's
      fees) incurred by the Executive as a result of the Executive being called
      as a witness in connection with any matter involving the Company and/or
      any of its officers or directors.

            


    

    


    
      	
            	
              20.2.

            	
                  The
      Company shall pay any expenses (including attorneys' fees), judgments,
      penalties, fines, settlements, and other liabilities incurred by the
      Executive in investigating, defending, settling or appealing any action,
      suit or proceeding described in this Section 20 in advance of the final
      disposition of such action, suit or proceeding. The Company shall promptly
      pay the amount of such expenses to the Executive, but in no event later
      than 10 days following the Executive's delivery to the Company of a
      written request for an advance pursuant to this Section 20, together with
      a reasonable accounting of such
expenses.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              20.3.

            	
                  The
      Executive hereby undertakes and agrees to repay to the Company any
      advances made pursuant to this Section 20 if and to the extent that it
      shall ultimately be found that the Executive is not entitled to be
      indemnified by the Company for such
amounts.

            


    

    


    
      	
            	
              20.4.

            	
                  The
      Company shall make the advances contemplated by this Section 20 regardless
      of the Executive's financial ability to make repayment, and regardless
      whether indemnification of the Indemnitee by the Company will ultimately
      be required. Any advances and undertakings to repay pursuant to this
      Section 20 shall be unsecured and
interest-free.

            


    

    


    
      	
            	
              20.5.

            	
                  The
      provisions of this Section 20 shall survive the termination of this
      Agreement.

            


    

    


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    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      COMPANY:

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      	 
      
	
                                      COMPANY:

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      	 
      
	
                                      EXECUTIVE:

                                    
	 	 
	 
      
	
                                      Name: