EXHIBIT
10.27

    


    MODIFICATION
AGREEMENT

    


    This Modification Agreement (this
“Agreement”) is
made and entered into this 20th day of
April, 2010 (the “Effective Date”), by
and among SSGI, Inc, a Florida corporation (hereinafter referred to as the
“Company”),
Surge Solutions Group, Inc., a Florida corporation and wholly-owned subsidiary
of the Company (“Surge”), and Ryan
Seddon, an individual resident of the State of Florida (hereinafter referred to
as “Executive”).

    


    WHEREAS, Executive is currently the
Chairman of the Board, Chief Executive Officer and President of the Company, a
significant shareholder of the Company, and an employee and officer of Surge;
and

    


    WHEREAS, Executive and the Company have
agreed to (i) terminate Executive’s employment with Surge, (ii) terminate
Executive’s officer positions with the Company and Surge, (iii) modify
Executive’s positions on Boards of Directors of both Surge and the Company, and
(iv) modify Executive’s equity and debt interests in the Company.

    


    NOW, THEREFORE, in consideration of the
mutual covenants contained herein, the parties agree as follows:

    


    
      	
              1.

            	
              EMPLOYMENT AND
      MANAGEMENT MATTERS

            


    

    


    
      	
               
      

            	
              1.1

            	
              Employment and Officer
      Positions.  Effective as of the Effective Date, Executive
      hereby resigns as an employee of Surge, and hereby resigns all of his
      officer positions with Surge and with the Company, including, without
      limitation, his positions as the Chief Executive Officer and President of
      the Company.

            


    

    


    
      	
            	
              1.2

            	
              Director
      Positions. Executive hereby resigns as a director of Surge.
      Effective as of the Effective Date, Executive hereby resigns his position
      as Chairman of the Board of Directors of the Company. Executive shall
      remain a director of the Company for the 2010/2011
  term.

            


    

    


    
      	
               
      

            	
              1.3

            	
              Consulting
      Agreement.  Effective as of the Effective Date, Executive
      and the Company shall execute and enter into a Consulting Agreement in the
      form attached hereto as Exhibit
      A.

            


    

    


    
      	
               
      

            	
              1.4

            	
              Termination of
      Employment Agreements.  Effective as of the Effective
      Date, the parties hereby agree that any and all agreements relating to
      employment between Executive, on the one hand, and Surge, the Company or
      any other affiliate of the Company, on the other hand (including, without
      limitation, that certain Employment Agreement dated April 1, 2007, by and
      between Executive and Surge, as amended) are hereby terminated and of no
      further force or effect, and no party shall have any further rights,
      duties or obligations under any such agreements relating to
      employment.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              EQUITY
      INTERESTS

            


    

    


    
      	
               
      

            	
              2.1

            	
              Forfeiture of Shares
      of Common Stock.  Executive agrees that, on the Effective
      Date, he shall surrender to the Company for cancellation stock
      certificates representing that number of shares of common stock, par value
      $0.001 per share, of the Company (the “Common Stock”)
      equal to (a) the total number of shares of Common Stock owned by Executive
      on the Effective Date, minus (b)
      4,000,000.  Such number of shares of Common Stock to be
      forfeited by Executive are hereinafter referred to as the “Forfeited
      Shares”.   Executive represents and warrants that he
      owns the Forfeited Shares free and clear of liens or other encumbrances
      other than those imposed under applicable state and federal securities
      laws.  Immediately after giving effect the transactions
      contemplated by this Section 2.1, the parties acknowledge and agree that
      Executive shall own 4,000,000 shares of Common
  Stock.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Issuance of
      Warrant.  On the Effective Date, the Company shall grant
      and issue to Executive a warrant to purchase 500,000 shares of Common
      Stock pursuant to a Warrant in the form attached hereto as Exhibit
      B.

            


    

    


    
      	
              3.

            	
              COMPANY
      LOANS

            


    

    


    
      	
               
      

            	
              3.1

            	
              Loan
      Forgiveness.  Executive hereby agrees to forgive all but
      $125,000 of the remaining balance of principal and interest due by the
      Company or any of its subsidiaries (including Surge) to Executive in
      connection with previous loans made by Executive to the Company or any of
      its subsidiaries (including Surge).  The $125,000 not forgiven
      by Executive pursuant to the first sentence of this Section 3.1 shall be
      evidenced by, and payable by the Company in accordance with, the form of
      Promissory Note attached hereto as Exhibit C (the
      “Promissory
      Note”).

            


    

    


    
      	
               
      

            	
              3.2

            	
              No Other Indebtedness
      Owed to Executive.  Immediately after giving effect to
      the transactions contemplated by Section 3.1, the parties acknowledge and
      agree that neither the Company nor any of its subsidiaries (including
      Surge) owes any indebtedness to Executive, other than (a) indebtedness
      evidenced by the Promissory Note, and (b) indebtedness for reasonable
      travel advances or similar advances for expenses incurred by Executive on
      behalf of and in the ordinary course of business of the Company or any of
      its subsidiaries for which Executive is entitled to reimbursement by the
      Company or such subsidiary in accordance with the Company’s or such
      subsidiary’s normal policies and
procedures.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    4.   
 REPRESENTATIONS
AND WARRANTIES

    


    Each
party hereto hereby represents and warrants to other party, as of the Effective
Date, as follows:

    


    
      	
               
      

            	
              4.1

            	
              Power and
      Authority.  Such party has the full power and authority
      to enter into this Agreement and to perform his or its obligations under
      this Agreement in accordance with the provisions of this Agreement. This
      Agreement has been duly authorized, executed and delivered by such party
      and constitutes a legal, valid and binding obligation of such party,
      enforceable in accordance with its terms, except as enforceability may be
      limited by applicable bankruptcy, moratorium or other similar laws
      affecting creditors' rights generally and by general equitable
      principles.

            


    

    


    
      	
               
      

            	
              4.2

            	
              No
      Conflicts.  The execution and delivery of this Agreement
      by such party does not, and, the performance of, and compliance with, the
      terms of this Agreement by such party, will not, (a) conflict with or
      violate any provision of any law, statute, judgment, injunction, decree,
      ruling or resolution to which such party is subject, (b) violate its
      organizational documents, if applicable, or (c) conflict with or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which he or it is a party or
      that is applicable to such party or any of his or its assets, or any order
      or decree applicable to such party.

            


    

    


    
      	
               
      

            	
              4.3

            	
              Consents.  No
      permit, authorization, consent or approval of or by, or any notification
      of or registration, declaration or filing with, any person (governmental
      or private) is required to be obtained or made by such party in connection
      with the execution, delivery and performance by him or it of this
      Agreement or the consummation by such party of the transactions
      contemplated hereby

            


    

    


    
      	
              5.

            	
              COVENANTS OF THE
      COMPANY

            


    

    


    
      	
               
      

            	
              5.1

            	
              B&M
      Transaction.  The Company shall use its commercially
      reasonable best efforts to consummate the acquisition of B & M
      Construction Co., Inc., a Florida corporation.

            


    

    


    
      	
               
      

            	
              5.2

            	
              Uncompleted Work
      Contracts.  The Company shall use its commercially
      reasonable best efforts to timely complete all uncompleted work contracts
      to which it or any of its subsidiaries (including Surge) is a party as of
      the Effective Date.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.3

            	
              Repayment of
      Guaranteed Indebtedness.  The Company shall use its
      commercially reasonable best efforts to repay all outstanding indebtedness
      or other obligations of the Company or any of its subsidiaries, the
      payment or performance of which was personally guaranteed by Executive
      (including, without limitation, the Company’s outstanding indebtedness to
      Wachovia Bank and to Alpina Lending, LP) (the “Guaranteed
      Indebtedness”).  In addition, the Company shall promptly
      pay off or retire all indebtedness (in the approximate amount of $50,000)
      under Executive’s Visa credit card (last four digits 6931), which
      indebtedness was incurred for the sole benefit of the Company and/or one
      or more of its subsidiaries.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Transfer of
      Vehicle.  On the Effective Date, the Company or Surge
      shall transfer to Executive, in exchange for $10.00, title to the
      following vehicle currently being driven by Executive:  2008
      Ford F150 Quad cab (black).   Upon such transfer, Executive
      shall be solely responsible for the payment of all loans on such vehicle,
      as well as all costs and expenses relating to the ownership, operation and
      maintenance of such vehicle.

            


    

    


    
      	
               
      

            	
              5.5

            	
              Indemnification.  The
      Company shall indemnify Executive and his heirs, personal representatives,
      successors and assigns (collectively, the “Executive
      Parties”) and save and hold each of them harmless against and pay
      on behalf of or reimburse such Executive Parties as and when incurred, for
      any loss, liability, demand, claim, action, cause of action, cost, damage,
      deficiency, tax, penalty, fine or expense, whether or not arising out of
      third party claims (including interest, penalties, reasonable attorneys’
      fees and expenses and all amounts paid in investigation, defense or
      settlement of any of the foregoing and enforcement of Executive’s rights
      hereunder) which any such Executive Party may suffer, sustain or become
      subject to, as a result of, in connection with, relating or incidental to
      or by virtue of, the Guaranteed Indebtedness, including but not limited to
      any costs, fees or obligations in any manner associated with the debts and
      obligations listed in Section 5.3
above.

            


    

    


    
      	
              6.

            	
              COVENANTS OF
      EXECUTIVE

            


    

    


    
      	
               
      

            	
              6.1

            	
              Licenses.  Until
      the first (1st)
      anniversary of the Effective Date, or until the termination of the
      Consulting Agreement, whichever period is longer, Executive shall (a) keep
      active, and in good standing and in full force and effect, all licenses,
      certificates and permits held by Executive that relate or are beneficial
      to the business of the Company or any of its subsidiaries (including
      Surge), (b) comply in all material respects with the terms and conditions
      of all such licenses, certificates and permits, and (c) not violate or
      cause any violation of any such licenses, certificates or permits or the
      laws or rules governing the issuance or continued validity
      thereof.  The Company shall pay directly (or reimburse Executive
      for) all costs and expenses incurred in connection with keeping all such
      licenses, certificates and permits active and in good standing and in full
      force and effect during such time
period.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              GENERAL

            


    

    


    
      	
               
      

            	
              7.1

            	
              Successors and
      Assigns. Neither the rights nor the obligations of any party
      under this Agreement may be assigned without the prior written consent of
      the other parties hereto (except that the Company may assign its rights
      and obligations to any affiliate thereof or to a successor in interest
      (whether by merger, acquisition or otherwise) without the prior written
      consent of Executive; provided, however, that
      any such assignment shall not relieve the Company from its obligations
      hereunder).  Any assignment in violation of the foregoing shall
      be null and void.  Subject to the preceding sentences of this
      Section 7.1, the provisions of this Agreement (and, unless otherwise
      expressly provided therein, of any document delivered pursuant to this
      Agreement) shall be binding upon and inure to the benefit of the parties
      hereto and their respective heirs, legal representatives, successors and
      assigns.

            


    

    


    
      	
               
      

            	
              7.2

            	
              Notices. All
      notices (including other communications required or permitted) under this
      Agreement must be in writing and must be delivered (a) in person,
      (b) by registered or certified mail, postage prepaid, return receipt
      requested, (c) by a generally recognized courier or messenger service
      that provides written acknowledgement of receipt by the addressee, or
      (d) by facsimile or other generally accepted means of electronic
      transmission with a verification of delivery.  Notices are
      deemed delivered when actually delivered to the address for notices as
      follows:

            


    

     

    To the
Company or Surge:

    


    SSGI,
Inc.

    8120
Belvedere Road, Suite 4

    West Palm
Beach, Florida 33411

    Attn:  President

    Facsimile:  (561)
202-6216

    


    With a
copy to:

    


    Block
& Garden, LLP

    5949
Sherry Lane, Suite 900

    Dallas,
Texas  75225

    Attn:  Warren
W. Garden, Esq.

    Facsimile:  (214)
866-0991

    


    To
Executive:

    


    Ryan
Seddon

    5391 S.W.
Windward Way

    Palm
City, Florida  34990

    Facsimile:  (772)
288-3140


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    With a
copy to:

    


    Ford
& Harrison LLP

    101 E.
Kennedy Boulevard, Suite 900

    Tampa,
Florida  33602

    Attn:  Tammie
L. Rattray, Esq.

    Facsimile:  (813)
261-7899

    


    Any party
may by written notice as set forth herein change the address or fax number to
which notices or other communications to him or it are to be delivered or
mailed.

    


    
      	
               
      

            	
              7.3

            	
              Entire Agreement;
      Amendments.  This Agreement and all other agreements
      referred to herein or delivered in connection herewith shall constitute
      the entire agreement among the parties relating to the subject matter
      hereof, shall supersede all prior agreements, commitment letters, and
      understandings among the parties hereto relating to the subject matter
      hereof, and shall not be modified, amended or terminated, nor shall any
      provision hereof be waived, except in a writing signed by all parties
      affected.

            


    

    


    
      	
               
      

            	
              7.4

            	
              Governing Law;
      Jurisdiction and Venue.  THIS AGREEMENT SHALL BE DEEMED
      TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL
      PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE
      APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID
      STATE.  Each party (a) hereby irrevocably submits to the
      exclusive jurisdiction of the United States District Court for the
      Southern District of Florida and the courts of the State of Florida
      located in Palm Beach County, Florida, for the purposes of any suit,
      action or proceeding arising out of or relating to this Agreement, and (b)
      hereby waives, and agrees not to assert in any such suit, action or
      proceeding, any claim that he or it is not personally subject to the
      jurisdiction of any such court, that the suit, action or proceeding is
      brought in an inconvenient forum or that the venue of the suit, action or
      proceeding is improper.

            


    

    


    
      	
               
      

            	
              7.5

            	
              Survival.  All
      representations, warranties and covenants made by any party under this
      Agreement shall be considered to have been relied upon by the other
      parties and shall survive the Effective Date
  indefinitely.

            


    

    


    
      	
               
      

            	
              7.6

            	
              Specific
      Performance.  The parties recognize that if any party
      refuses to perform under the provisions of this Agreement, monetary
      damages alone will not be adequate to compensate any other party for his
      or its injury.  Each party shall therefore be entitled, in
      addition to any other remedies that may be available, to obtain specific
      performance of the terms of this Agreement.  If any action is
      brought by any party to enforce this Agreement, the other parties shall
      waive the defense that there is an adequate remedy at law.  In
      the event of a default by any party that results in the filing of a
      lawsuit for damages, specific performance, or other remedies, the
      non-defaulting parties shall be entitled to reimbursement by the
      defaulting party of reasonable legal fees and expenses incurred by the
      non-defaulting parties.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.7

            	
              Counterparts.  This
      Agreement may be signed in any number of counterparts, each of which shall
      be deemed an original, with the same effect as if the signatures thereto
      and hereto were upon the same
instrument.

            


    

    


    
      	
               
      

            	
              7.8

            	
              Counsel.  Each
      party hereto represents and warrants that he or it has received the advice
      and counsel of an attorney in connection with the negotiation, preparation
      and execution of this Agreement.  Executive acknowledges that
      Block & Garden, LLP has acted as counsel for the Company and Surge and
      not as counsel for Executive.

            


    

    


    
      	
               
      

            	
              7.9

            	
              Executive Counsel
      Fees.  The Company agrees to reimburse Executive for fees
      associated with retaining his own counsel, Ford & Harrison LLP, to
      review and negotiate this Agreement and other agreements contemplated
      hereby, to a maximum reimbursement of $2,000.00, payable within 20 days of
      Executive submitting his counsel’s invoice for such services to the
      Company.

            


    

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN WITNESS WHEREOF the parties have
executed this Agreement effective as of the Effective Date.

    


    
      
        
          
            
              
                
                  	
                          The
      Company:

                        
	 
      
	
                          SSGI,
      INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/
      Michael W. Yurkowsky

                        
	 
      	
                          Michael
      W. Yurkowsky, Director

                        
	 
      	 
      
	
                          Surge:

                        
	 
      
	
                          SURGE
      SOLUTIONS GROUP, INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Michael
      W. Yurkowsky

                        
	 
      	
                          Michael
      W. Yurkowsky,

                        
	 
      	
                          Authorized
      Agent

                        
	 
      	 
      
	
                          Executive:

                        
	 
      
	
                          /s/
      Ryan Seddon 

                        
	
                          Ryan
      Seddon, individually

                        


                

              

            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Form of
Consulting Agreement


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Form of
Warrant

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

    


    Form of
Promissory Note


    
      
         


      

      
        11