Unassociated Document


    Exhibit
10.1

    


    August
26, 2009

    


    Board of
Directors / Shareholders

    South
Atlantic Traffic Corporation

    409
Brevard avenue Suite 5

    Coca,
Florida 32922

    


    


    
      	
               
      

            	
              Re:

            	
              Transaction
      Relating to South Atlantic Traffic
Corporation

            


    

     

    Dear
Board Members,

     

    The
purpose of this letter is to set forth our present mutual intentions with
respect to a proposed transaction (the "Proposed Transaction") pursuant to which
EGPI Firecreek, Inc. or one or more of its subsidiaries (the “Purchaser”) would
purchase all of the outstanding common stock of South Atlantic Traffic
Corporation (collectively, the "Companies", “Company” or “SATCO”). This letter
is intended to and does constitute a binding agreement among the parties with
respect to the Proposed Transaction, subject to the final written definitive
purchase agreement (the “Agreement”) by and among the Companies, the
shareholders (the “Sellers”) and the Purchaser being substantially the same as
the terms outlined below.

     

    The
following are the principal points agreed to by us:

     

    
      	
               
      

            	
              1.

            	
              Acquisition
      of Interests.  At the closing of the Proposed Transaction
      (the "Closing"), the Purchaser would, directly or through one or more of
      its affiliates that it designates, acquire all of the common stock of each
      of the Companies (the "Interests").  The Interests would be
      conveyed to the Purchaser free and clear of any liens or
      encumbrances.  The Sellers and the Companies would indemnify the
      Purchaser for any and all known liabilities and obligations of the
      Companies that were incurred or arise as a result of actions taken prior
      to the Closing.

            


    

     

    
      	
               
      

            	
              2.

            	
              Consideration. - In consideration for
      the sale of the Securities, Purchaser shall pay Seller a total of Two
      Million Three Hundred Twenty Six Thousand Three Hundred US
      Dollars  ($2,326,300.00) calculated as 3.5 times the Company’s
      Weighted Average earnings before interest, depreciation and amortization
      (“EBITDA”) for the trailing 24 months (weighted 50%) and projected 36
      months (weighted 50%) periods, payable based upon the following
      formula:

            


    

     

    
      	
              A.

            	
              Fifty Percent
      consisting of Cash and an Interest Bearing Seller’s Note (the “Cash
      Consideration”)

            


    

     

    
      	
               
      

            	
              1)

            	
              Cash in available funds
      equal to the sum of Fifty Percent (50%) of the Company’s available cash
      balance at Closing plus Twenty-Five Percent (25%) of the Company’s trade
      accounts receivables aged less than Ninety (90) days past due at Closing
      with an additional amount to be negotiated for the outstanding retainage
      and imminent collections of receivables over 90 days old as negotiated
      prior to Closing. The Target Cash Consideration will be set at Six Hundred
      Thousand US Dollars ($600,000.00); the Base Working Capital Requirement
      will be set at Six Hundred Thousand US Dollars ($600,000.00). The cash
      payment at closing will be the greater of the calculation as described
      above based on cash on hand and qualified receivables, or $600,000.00,
      less the amount required, if any, to maintain the Base Working Capital
      Requirement of $600,000.00.

            


    

     

     

    
      	
               
      

            	
              2)

            	
              Seller’s
      Note with a Three (3) year term in an amount which when added to
      the Cash Purchase Price equals approximately Fifty Percent of the Purchase
      Price.  The Seller’s Note will accrue interest at a rate of Nine
      Percent (9%) per annum.  The Seller Note will amortize with a
      principal and interest payment at the First Anniversary Date of the
      Transaction of Twenty-Five Percent (25%) of the Seller Note plus accrued
      interest, a principal and interest payment at the Second Anniversary Date
      of the Transaction of Twenty-Five Percent (25%) of the Seller Note plus
      accrued interest and a Final Payment of the Outstanding Balance of the
      Seller Note plus any unpaid interest on the Third Anniversary Date of the
      Transaction.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Seller’s Note carries a cumulative claw-back feature (the “Claw Back”) for the
term of the Seller’s Note.  The Claw Back provides the Purchaser
down-side protection against the Seller not meeting pre-determined financial
targets and is summarized as follows:

     

    
      	
               
      

            	
              a.

            	
              The
      Purchaser and Seller shall agree on projected annual financial targets
      (“Annual Target”).

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Claw Back does not apply in the first year following
    Closing.

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      Claw Back is applied at the second anniversary following
      Closing.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      scheduled principal payment is proportionally reduced by the percentage
      that actual financial results for the year are less than the appropriate
      Annual Target.

            


    

     

    
      	
               
      

            	
              e.

            	
              The
      cumulative nature of the Claw Back feature will apply only during the
      respective year in which the pre-determined financial targets were not met
      and cannot be applied to previous years in which the financial targets
      were met and the full scheduled principal payment was
  paid.

            


    

     

    Example of Claw
Back

     

    $  50,000  Scheduled
principal payment at 2nd anniversary following Closing

     

    $100,000  Quarterly
Target EBITDA at 2nd anniversary following Closing

     

    $  75,000   Actual
EBITDA at 2nd anniversary following Closing

     

    $  37,500  Actual
principal payment at 2nd anniversary following Closing

     

             $37,500
= ($75,000/$100,000) * $50,000 scheduled payment

     

     

    
      	
                B.

            	
              Fifty
      Percent consisting of Purchaser’s Common Stock valued at the Make
      Whole Valuation Price of $.40 per share (the “Stock Consideration”) the
      common shares issued at Closing will carry a make whole provision (the
      “Make Whole”).  The Make Whole provides down-side protection
      against a decline in Purchaser’s common share price and is summarized as
      follows:

            


    

     

    
      	
               
      

            	
              1)

            	
              The
      Make Whole is available only for shares held from the Stock Consideration
      by the Seller for a period of one year following
  Closing.

            


    

     

    
      	
               
      

            	
              2)

            	
              The
      Make Whole is 100% available to the Seller if the Company meets or exceeds
      the Earnout Target for the one year period following Closing. If the
      Earnout Target is not met the Purchaser and Seller shall provide a matrix
      of Make Whole prices which will be applied to the shares owned of the
      Stock Consideration at the end of the one year period following closing
      that will be used to determine the price to be used to determine the Make
      Whole Payment.

            


    

     

    
      	
               
      

            	
              3)

            	
              In
      the event that the Market Price Per Share of the Stock Consideration
      during the thirty (30) consecutive trading days immediately prior to the
      first anniversary of the Closing (the “Make Whole Date”) is less than
      $.40, Purchaser would, at Purchaser’ option, either issue to Sellers that
      number of additional shares of EGPI common stock equal to (1) the number
      of shares of EGPI common stock comprising the Stock Consideration held at
      the Make Whole Date, multiplied by
      $.40, less (2) the
      number of shares of EGPI common stock comprising the Stock Consideration
      held at the Make Whole Date, multiplied by
      the Market Price Per Share of the Stock Consideration on the Make Whole
      Date.  Notwithstanding the foregoing, Purchaser’s obligation to
      make any adjustment pursuant to the preceding sentence shall terminate in
      the event that, at any time prior to the Make Whole Date, the aggregate
      Market Price Per Share of the Stock Consideration during any twenty
      consecutive trading days exceeds
$.75.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Example of Make
Whole:

     

    Assumes
that the Seller has met or exceeded each of the Targets.

     

    At
Closing:

     

         $150,000
Portion or Purchase Price paid in Purchaser Shares

     

         $.15     Purchaser’s
share price at Closing

     

         1,000,000
shares issued to Seller.

     

    One Year
Following Closing:

     

         $.10     Purchaser’s
share price one year following Closing

     

         500,000
additional shares issued to Purchaser.

     

         1,500,000
shares times $.10 per share equals $150,000.

     

     

    
      	
               
      

            	
                    The
      Cash Consideration and Stock Consideration for each of the Sellers will be
      adjusted based on the final Audited Financial Statements and the impact on
      calculated EBITDA used in the original formula. In the event that the
      Purchase Price of the Company is reduced after review of the final Audited
      Financial Statements or during the due diligence process, the Sellers will
      have the right to cancel this transaction if the adjustment lowers the
      average Trailing Twenty-Four Month EBITDA by more than One Hundred
      Thousand Dollars ($100,000.00).

            


    

     

    
      	
               
      

            	
              3.

            	
              Consulting,
      Employment and Non-Compete Agreements: Those Officers and Directors
      identified on Exhibit
      A attached hereto shall enter into individual Consulting or
      Employment Agreement (“Consulting Agreement” or “Employment Agreement”),
      in a form to be mutually agreed upon by the Company and
      Purchaser.  The Consulting Agreement shall provide
      Employee/Consultants with cash and stock consideration for their efforts
      to assist Purchaser with (i) the integration of the Company’s operations
      with that of Purchaser and (ii) assisting the Purchaser in its plan of
      strategic target acquisitions. The Consulting Agreements shall include
      substantially the same economic conditions in regard to salary and bonuses
      as are being earned currently except for any bonuses paid as a
      distribution due to tax liabilities that are incurred because of the S
      Corporation status of SATCO.

            


    

     

    
      	
               
      

            	
              4.

            	
              Incentive
      Compensation.  In
      addition to the consideration set forth in paragraph 2 above, the Sellers
      would, (a) for each Performance Year (as defined on Exhibit A), be
      entitled to earn incentive compensation (the “Earnout Provision” or
      “Earnout”) based upon the final performance of the Companies according to
      the formula set forth on Exhibit B, and
      (b) be entitled to earn additional equity compensation based upon the
      financial performance of acquired companies, determined in accordance with
      the provisions of Exhibit
      C.

            


    

     

    
      	
               
      

            	
              5.

            	
              Registration
      Rights.  The
      Sellers would be granted registration rights, with respect to
      all        shares of common stock
      of EGPI issued to the Sellers hereunder, upon terms and conditions agreed
      to by the parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.

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

            


    

     

    
      	
               
      

            	
              7.

            	
              Terms
      of the Agreement. The Companies and
      the Sellers would make representations and warranties and customary
      indemnities regarding the Companies and their businesses.  The
      Agreement would also provide that:

            


    

     

    
      	
               
      

            	
              i.

            	
              Each
      Seller would agree not to compete in any of the business lines currently
      engaged in at the closing date by the Companies for a period of three
      years following the Closing. Specifically excluding any activities in the
      construction industry which the Sellers reserve the right to operate in
      after closing.

            


    

     

    
      	
               
      

            	
              ii.

            	
              The
      parties would agree to customary covenants and other matters typically
      found in agreements relating to transactions of this type, size and
      complexity.

            


    

     

    
      	
               
      

            	
              8.

            	
              Closing.  It
      is presently expected that the Closing would take place on September 30,
      2009 or as promptly as practicable following the execution and delivery of
      the Agreement and would be subject to customary conditions
      precedent.  In addition, the following would be included among
      the conditions precedent to the Purchaser's obligations at the
      Closing:

            


    

     

    
      	
               
      

            	
              i.

            	
              Completion
      of required governmental filings, receipt of requisite governmental
      approvals and expiration of any applicable waiting periods, if any, and
      that there shall be no litigation or other legal action pending or
      threatened seeking to enjoin the
parties;

            


    

     

    
      	
               
      

            	
              ii.

            	
              Completion
      by the Purchaser to its satisfaction of a financial and legal due
      diligence review of the Companies and their
  businesses;

            


    

     

    
      	
               
      

            	
              iii.

            	
              Receipt
      by the Purchaser of financing sufficient to allow the Purchaser to pay the
      Purchase Price.

            


    

     

    
      	
               
      

            	
              iv.

            	
              All
      necessary corporate action on behalf of the Purchaser (including action by
      its directors and officers) shall have been
  taken;

            


    

     

    
      	
               
      

            	
              v.

            	
              All
      necessary corporate and other action of the Sellers and the Companies
      (including action by its partners) shall have been
      taken;  and

            


    

     

    
      	
               
      

            	
              vi.

            	
              The
      Companies and the individuals set forth on Exhibit A shall
      have entered into employment agreements upon mutually satisfactory terms
      and conditions.

            


    

     

    
      	
               
      

            	
              vii.

            	
              Receipt
      of Audited Financial Statements for the applicable years of the
      Companies.

            


    

     

    Any or
all of these provisions to close can be waived by mutual consent of
the    Purchaser and Seller.

     

    
      	
               
      

            	
              9.

            	
              Due
      Diligence.  The
      Companies and the Sellers understand and acknowledge that the Purchaser
      has not had an opportunity to complete its examination of the assets and
      records of the Companies and that execution and delivery of the Agreement
      and the terms thereof will be subject to the Purchaser's satisfaction with
      the condition of, existence of, and valuations assigned to, the assets
      reflected on the financial statements of the Companies, the extent and the
      nature of liabilities and obligations of the Companies’ businesses,
      whether or not appropriately reflected on such financial statements, and
      the business, prospects and operations of the Companies. As stated in Item
      2, Paragraph B above, in the event that the Purchase Price of the Company
      is reduced after review of the final Audited Financial Statements or
      during the due diligence process, the Sellers will have the right to
      cancel this transaction if the adjustment lowers the average Trailing
      Twenty-Four Month EBITDA by more than One Hundred Thousand Dollars
      ($100,000.00).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Conduct
      of the Companies and Purchaser.  From
      the date hereof until the execution and delivery of the Agreement or such
      earlier date as negotiations may
terminate:

            


    

     

    
      	
               
      

            	
              i.

            	
              Neither any Company nor any of the
      Sellers, nor any of their respective affiliates, subsidiaries, partners,
      directors, officers, employees, representatives or agents, shall directly
      or indirectly, alone or with others, solicit, encourage or initiate any
      offer or proposal from, or engage in any discussions or negotiations with,
      or provide any information to, or accept any offer from, any person,
      entity or group (other than the Purchaser and its officers, directors,
      employees, advisors, agents and representatives) concerning any inquiries
      or proposals for (a) the acquisition of all or any part of the
      outstanding Interests or the assets of the Companies, (b) any merger,
      consolidation, joint venture or other business venture or transaction
      involving any Company or (c) any other transaction
      that is inconsistent with the Proposed Transaction set forth in this
      letter.

            


    

     

    
      	
               
      

            	
              ii.

            	
              Each
      of the Companies and the Sellers shall make available to the Purchaser,
      its officers, employees, directors, advisors, agents and representatives
      access to the Companies’ facilities and personnel and such information and
      documents as the Purchaser may reasonably request. Such requests are not
      to interfere with the businesses normal
  operations.

            


    

     

    
      	
               
      

            	
              iii.

            	
              The
      Sellers agree to, and agree to cause the Companies and their officers,
      directors and partners to, notify the Purchaser of any material adverse
      change in the financial or other conditions of the Companies or their
      businesses.

            


    

     

    
      	
               
      

            	
              iv.

            	
              The
      Purchaser shall not offer, or solicit employment to any of the existing
      employees of the Companies for a period of 1 year from the date of the
      Letter of Intent.

            


    

     

    
      	
              11.

            	
              Term
      of Letter of Intent.  In
      the event (a) this letter of intent shall not have been accepted in
      writing by the Companies and the Sellers on or before the close of
      business on August 27, 2009, or (b) the definitive agreement does not
      contain substantially the same terms and conditions as this Letter of
      Intent, either the Companies and the majority of Sellers or the Purchaser
      may terminate the provisions hereof.  Such termination shall not
      impair or otherwise affect the rights or remedies of the parties for any
      prior breach of any obligation set forth in paragraphs 11-17 of this
      letter.

            


    

     

    
      	
              12.

            	
              Publicity.  The
      Companies, the Sellers and the Purchaser agree that they will not make any
      disclosures about the existence or contents of this letter or negotiations
      relating to the Proposed Transaction or cause to be publicized in any
      manner whatsoever by way of interviews, responses to questions or
      inquiries, press releases or otherwise any aspect or proposed aspect of
      this Proposed Transaction without prior written notice to and
      written approval of the other parties,
      except as may otherwise be required by law.  If a party is
      required by law to make any such disclosure, it must first provide to the
      other party the content of the proposed disclosure, the reasons that such
      disclosure is required by law, and the time and place that the disclosure
      will be made.

            


    

     

    
      	
              13.

            	
              Governing
      Law.  This
      letter of intent shall be governed by the laws of the State of
      Georgia.

            


    

     

    
      	
              14.

            	
              Fees
      and Expenses.  The
      Purchaser, on one hand, and the Companies and the Sellers, on the other
      hand, shall each bear and pay all costs and expenses (including, without
      limitation, finder’s or broker’s fees or commissions and fees and expenses
      of attorneys and consultants) he, she or it incurs in connection with the
      transactions contemplated by this letter regardless of whether the
      Agreement is executed or the Proposed Transaction is
      consummated.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              Line
      of Credit Contingency. This agreement is contingent on the
      Purchaser securing a line of credit in the amount of not less than One
      Million Five Hundred Thousand Dollars ($1,500,000.00), but up to Five
      Million Dollars ($5,000,000.00) for the Company, based on the Company’s
      receivables. If the line of credit is not provided, the Sellers will have
      the right to cancel the transaction. In addition, if the line of credit is
      provided to the Company, the Sellers will be bound to this
      agreement

            


    

     

    
      	
              16.

            	
              General
      Indemnification. There will be a general indemnification clause
      provided in the final documentation that contains customary terms and
      conditions for this type of transaction. The indemnification clause will
      be extended to include, but not be limited to, all business liabilities of
      the Company incurred in the regular course of business personally
      guaranteed by the sellers.

            


    

     

    
      	
              17.

            	
              Miscellaneous.  This letter
      constitutes the entire agreement of the parties relating to the
      transactions contemplated by this letter and supersedes all prior
      contracts or agreements with respect to those matters, whether oral or
      written (other than that certain confidentiality agreement between the
      Purchaser and the Companies related to
      confidentiality).  All notices, requests, or consents provided
      for or permitted to be given under this letter must be in writing and, in
      the case of the Companies and the Sellers, may be given to
      the addressee of this letter.  A party’s rights and obligations
      under this letter are assignable only with the prior written consent of
      each other party.  This letter may be amended only by a written
      agreement executed by all parties hereto.  This letter may be
      executed in counterparts, each of which shall be deemed an original, but
      all of which together shall constitute one and the same
      agreement.  This letter is solely for the benefit of the parties
      hereto, and shall not be construed to give rise to or create any
      liabilities or obligation to, or to afford any claim or cause of action
      to, any other person or entity.  This letter shall be superseded
      in its entirety by the Agreement upon the approval and execution
      thereof.

            


    

     

    


     

    


     

    [Signatures
on next page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If the foregoing accurately reflects
the discussions between us to date, please indicate your acceptance and
agreement below.

     

    
      
        	 	

                Very
      truly yours,

              	 
	 	 	 
	 	EGPI FIRECREEK,
      INC.	 
	 	 	 	 
	
              	
                By:
      

              	/s/Robert
      Miller	 
	 	Title: 	Executive
      V.P.	 
	 	Date:	 	 
	 	 	 	 


      

    

     

    
      
        	ACCEPTED
      AND AGREED:	 	 	 	 
	 	 	 	 	 	 
	SOUTH ATLANTIC TRAFFIC
      CORP.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/John
      R. Joyner    

              	 	 	
              	 
	Title: 	Chairman	 	 	
              	 
	Date:	August 26, 2009	 	 	
                 

              	 


      

    

     

    
      
        
          	 	 	 	 	 	 
	By:	
                  /s/John
      Hall

                	 	 	
                	 
	Title: 	V.P.	 	 	
                	 
	Date:	August 26, 2009	 	 	
                   

                	 


        

      

      
         

        
          
            	 	 	 	 	 	 
	By:	 	 	 	
                  	 
	Title: 	 	 	 	
                  	 
	Date:	 	 	 	
                     

                  	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    Exhibit
A —Consulting, Employment and Non-Compete Agreements

     

     

    
      
        	Party to the
      Agreement	 	 	Description of the
      Agreement	 
	 	 	 	 	 
	
              	 	 	
              	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    INCENTIVE
COMPENSATION

     

    On the
date that is 30 days following the Anniversary Date of the Transaction for the
years   2010, 2011 and 2012 (each such year being a “Performance
Year”), the board of directors of Purchaser (the “Board”) shall compare the
financials of the Companies to the projected financials of the Companies and
determine an Earnout Pool. The cumulative Earnout Pool shall be the greater of
25% of the earnings in excess of 110% of the Earnout Target or a cumulative
$1,329,400.00 ( the “Additional Multiple Earnout Pool”) over the three year
earnout period payable in cash or stock at the Purchasers discretion. Based on
the results of such comparison, the Sellers may be eligible for an incentive
bonus calculated as follows:

     

    1.           For
each Performance Year, the total amount of the bonus pool available shall be
equal to 25% of the pre-tax income of the Companies for such Performance Year
(the “Bonus Pool Amount”) up to a cumulative Earnout Pool of
$1,329,400.  If in the third year the Earnout Pool has not reached the
Maximum Earnout Pool amount then the balance of the Maximum Earnout Pool will be
used for the calculation.

    


    2.           The
aggregate amount of incentive bonuses payable for each Performance Year shall be
an amount equal to (a) the Bonus Pool Amount, multiplied by (b) the percentage
set forth in the table below opposite the applicable Financial Performance
Target, calculated as set forth herein.

    


    
      	
              Actual
      Performance < 5% Financial Performance Target

            	 	 	0	%
	
              Actual
      Performance ≥ 5% but < 20% Financial Performance Target

            	 	 	5	%
	
              Actual
      Performance ≥ 20% but < 35% Financial Performance
Target

            	 	 	20	%
	
              Actual
      Performance ≥ 35% but < 50% Financial Performance
Target

            	 	 	35	%
	
              Actual
      Performance ≥ 50% but < 65% Financial Performance
Target

            	 	 	50	%
	
              Actual
      Performance ≥ 65% but < 80% Financial Performance
Target

            	 	 	70	%
	
              Actual
      Performance ≥ 80% but < 90% Financial Performance
Target

            	 	 	90	%
	
              Actual
      Performance ≥ 90% but < 100% Financial Performance
    Target

            	 	 	100	%
	
              Actual
      Performance ≥ 100% but < 110% Financial Performance
    Target

            	 	 	110	%
	
              Actual
      Performance ≥ 110% Financial Performance Target

            	 	 	120	%


    

    


    3.           The
“Financial Performance Target” shall be an amount equal to (i) the sum of the
(x) Revenue Factor, (y) EBITDA Factor, and (z) Net Income Factor, for each
Performance Year, as set forth below:

    


    
      	
              Performance
      Year

            	
              Projected
      Revenue

            	
              Projected
      EBITDA

            	
              Projected
      Net Income

            
	
              FY
      2009

            	 
      	 
      	 
      
	
              FY
      2010

            	 
      	 
      	 
      
	
              FY
      2011

            	 
      	 
      	 
      


    

    


    4.           “Actual
Performance” shall be an amount equal to the sum of actual (i) Revenue Factor,
(ii) EBITDA Factor and (iii) Net Income Factor, for any Performance
Year.

    


    5.           The
Revenue Factor, the EBITDA Factor and the Net Income Factor shall be calculated
in accordance with GAAP.

    


    Any bonus
due shall be payable in cash or stock at the Purchasers discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Exhibit A, the terms
set forth above shall mean as follows:

     

    
      	
               
      

            	
              (i)

            	
              Revenue Factor
      shall be a percentage equal to the product of (x) thirty percent (30%)
      multiplied by (y)
      a fraction the numerator of which is the Companies’ actual revenues for a
      Performance Year and the denominator of which is the Companies’ projected
      revenues for such corresponding Performance
  Year.

            


    

    
      	
               
      

            	
              (ii)

            	
              EBITDA Factor
      shall be a percentage equal to, the product of (x) fifty percent (50%)
      multiplied by (y)
      a fraction the numerator of which is the Companies’ actual EBITDA for a
      Performance Year and the denominator of which is the Companies’ projected
      EBITDA for such corresponding Performance
Year.

            


    

    
      	
               
      

            	
              (iii)

            	
              Net Income
      Factor shall be a percentage equal to, the product of (x) twenty
      percent (20%) multiplied
      by (y) a fraction the numerator of which is the Companies’ actual
      audited pre-tax net income for a Performance Year and the denominator of
      which is the Companies’ projected pre-tax net income for such
      corresponding Performance Year.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Example
Calculation

     

    By way of
example, and for illustrative purposes only, the following model depicts the
manner in which the bonus shall be calculated for a single Performance
Year.  The numbers and assumptions used herein are not intended to be
the final projections or Bonus Pool Amount for purposes of this
Schedule.

     

    
      	
              Performance
      Year

            	 	
              Projected
      Revenue

            	 	 	
              Projected
      EBITDA

            	 	 	
              Projected
      Net Income

            	 
	
              FY
      2009

            	 	 	$5,000,000	 	 	 	$1,000,000	 	 	 	$500,000	 
	
              Performance
      Year

            	 	
              Actual
      Revenue

            	 	 	
              Actual
      EBITDA

            	 	 	
              Actual
      Net Income

            	 
	
              FY
      2009

            	 	 	$6,000,000	 	 	 	$800,000	 	 	 	$250,000	 


    

     

    Whereby:

     

    1)  Revenue
Factor = 36%; EBITDA Factor = 40%; Net Income Factor=10%

     

    2)
Calculation Value = 36% + 40% + 10% = 86%

     

    3)
Incentive Bonus payable based on a calculation value of 86% =
$59,375

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    INTEGRATION
INCENTIVE COMPENSATION

     

    During
the period beginning on the Closing Date and ending on the third anniversary of
the Closing Date (the “Integration Incentive Period”), the Sellers shall be
entitled to additional equity compensation determined in accordance with the
following provisions:

     

    1.           As
soon as reasonably practicable following the Closing Date, the Sellers shall
provide to the Purchaser a schedule identifying potential acquisition targets
conducting business similar to the Companies’ Business (the “Acquisition
Targets” and each, an “Acquisition Target”).  For each Acquisition
Target, the Sellers shall identify the target annual revenue (the “Target
Revenue”) of such Acquisition Target.

     

    2.           On
the third anniversary of the Closing Date, the Sellers shall be entitled to a
bonus calculated as follows, payable in cash or shares of shares of EGPI common
stock, in Purchaser’s discretion:  (A) Bonus Multiplier, multiplied by (B) the
Integration Bonus Pool.

     

    The term
“Bonus Multiplier” means a percentage, (A) the numerator of which is the actual
aggregate revenue for all Acquisition Targets measured over the trailing twelve
months from EGPI’s fiscal year end in the year in which such Acquisition Target
is acquired (or, if the target is acquired in September 2006, the actual revenue
of the Acquisition Target from 5-1-06 thru 4-31-07), and (B) the denominator of
which is the aggregate Target Revenue for all Acquisition Targets.  An
example calculation of the Bonus Multiplier is as follows:

     

    
      
        	 
      	 	 	 	 	First
      Year	 
	 
      	 	Projected	 	 	
                      
                  Actual

                

              	 
	 
      	 	Millions	 	 	
                      
                  in
      year acquired

                

              	 
	
                Target
      A

              	 	$ 	30	 	 	$	20	 
	
                Target
      B

              	 	$	20	 	 	$	20	 
	
                Target
      C

              	 	$	100	 	 	$	110	 
	
                Target
      D

              	 	$	40	 	 	
                Did
      not acquire

              	 
	
                Target
      E

              	 	$	10	 	 	$	40	 
	 
      	 	$	200	 	 	$ 	190	 
	 
      	 	 	 	 	 	 	 	 
	
                Limit

              	 	 	 	 	 	 	95.00	%


      

    

     

    The term
“Integration Bonus Pool” means the aggregate audited pre-tax revenue of all
Acquisition Targets during the Integration Incentive Period.  An
example calculation of the Integration Bonus Pool follows: