FINANCING  AND  SECURITY
AGREEMENT

     

    


    This
Financing and Security Agreement is dated for purposes of reference July __,
2009, is by and between the undersigned, Lattice Incorporated whose address is
7150 North Park Drive, Suite 500, Pennsauken, NJ, Ricciardi Technologies, Inc.
whose address is 2411 Dulles Corner Park, Suite 220, Herndon, VA, System
Management Engineering, Inc. whose address is 2411 Dulles Corner Park, Suite
200, Herndon, VA (hereinafter collectively referred to as “CLIENT”) and ACTION
CAPITAL CORPORATION (hereinafter referred to as “ACTION”), which has its
executive office and principal place of business at 230 Peachtree St. NW, Suite
910, Atlanta, GA  30303.  CLIENT and ACTION agree as
follows:

     

     

    I.           PURPOSE
OF AGREEMENT

    


    CLIENT
desires to obtain short-term financing by transferring and assigning to
ACTION  acceptable accounts receivable.  The purpose of this
financing is commercial in nature, and not for household, family, and/or
personal use.  In the event CLIENT and ACTION are currently operating
under an earlier agreement, this agreement is and shall be a modification and
continuation of such earlier agreement and in the event of any inconsistencies
or contradictions within the agreements, CLIENT and ACTION agree that the terms
of this agreement shall control.

     

     

    II.           DEFINITIONS

    


    
      	
              2.1

            	
              “ACCOUNT” means both
      present and future accounts, contract rights and other forms of
      obligations for the payment of money arising out of the sale by CLIENT of
      goods or the performance by CLIENT of
services.

            


    

    


    
      	
              2.2

            	
              “ACCEPTABLE ACCOUNT”
      means an account offered by CLIENT to ACTION for transfer and assignment
      which account ACTION has reviewed and has, in its sole discretion,
      approved for purchase in whole or in part, and which account conforms to
      the warranties and terms set forth herein and in the Agreement for the
      Assignment of Invoices form accompanying each offer to transfer and
      assign.

            


    

    


    
      	
              2.3

            	
              “AFFILIATE” means any
      entity that CLIENT or any officer, shareholder, director or other
      principal of CLIENT or any spouse or other familial relative of such
      person shall have the power to direct the management and policies of such
      entity, directly or indirectly, whether through ownership of voting
      securities or otherwise.

            


    

    


    
      	
              2.4

            	
              “CUSTOMER” means
      CLIENT’s customer or the account
debtor.

            


    

    


    
      	
              2.5

            	
              “INVOICE” means the
      document evidencing any ACCOUNT referenced in and made subject to any
      Agreement for the Assignment thereof entered into between the CLIENT and
      ACTION.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    III.           WARRANTIES
AND COVENANTS BY CLIENT

    


    
      	
              3.1

            	
              CLIENT’s
      business is solvent, and CLIENT is presently paying its
      debts.  CLIENT has never filed for bankruptcy under federal or
      state law or had an involuntary bankruptcy petition filed against
      it.  CLIENT is presently and shall continue to be compliant with
      all required tax payments and payment agreements and shall continue to
      make timely payment of all required
taxes.

            


    

    


    
      	
              3.2

            	
              Each
      ACCOUNT offered for transfer and assignment to ACTION hereunder is and
      shall be, as of the time of such offer, a bona fide and existing
      obligation of CLIENT’s CUSTOMER for the payment of money arising out of
      the sale by CLIENT of goods or the performance by CLIENT of services,
      which is owed to CLIENT, and is, to the best of CLIENT’s knowledge, free
      from any liens, claims, disputes, off-sets or equities of third parties,
      that CLIENT is the lawful owner of and has good and undisputed title to
      the ACCOUNTs offered for transfer and assignment to ACTION hereunder, and
      that no ACCOUNT offered or to be offered for transfer and assignment to
      ACTION hereunder represents consigned or guaranteed sales, and that no
      ACCOUNT offered or to be offered for transfer and assignment shall be due
      from an AFFILIATE..

            


    

    


    
      	
              3.3

            	
              CLIENT
      has not transferred, pledged or granted a security interest in CLIENT’s
      ACCOUNTs to any other party and CLIENT will not transfer, pledge or grant
      a security interest to any other party in said ACCOUNTs for the term of
      this Agreement and for as long as CLIENT is indebted to ACTION
      hereunder.  Additionally, CLIENT will not transfer or assign
      ACCOUNTs except to ACTION for the period of this Agreement, and/or for as
      long as any indebtedness whatsoever remains owing by CLIENT to
      ACTION.

            


    

    


    
      	
              3.4

            	
              FINANCIAL
      INFORMATION: CLIENT will furnish ACTION financial statements as reasonably
      required by ACTION from time to time and will furnish ACTION, satisfactory
      proof of payment and/or compliance with all Federal, State and/or local
      tax requirements.  ACTION will keep any information it receives
      with respect to the financial or other records of CLIENT or CLIENT’s
      CUSTOMERS strictly confidential.  This covenant of
      confidentially survives this
Agreement.

            


    

    


    
      	
              3.5

            	
              All
      financial records, statements, books or other documents shown to ACTION by
      CLIENT at any time, either before or after the signing of this Agreement,
      are true and accurate, to the best of CLIENT’s
  knowledge.

            


    

    


    
      	
              3.6

            	
              ACTION
      or any person designated by ACTION shall have the right at any time to
      inspect, audit, check and make copies or extracts from CLIENT’s books,
      records, journals, orders, receipts, and other correspondence and other
      data relating to CLIENT’s business and any other transaction between
      ACTION and CLIENT without hindrance or
delay.

            


    

    


    
      	
              3.7

            	
              CLIENT
      will not, under any circumstances or in any manner whatsoever, interfere
      with any of ACTION’s rights under this
  Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.8

            	
              CLIENT
      will promptly notify ACTION in writing of any change in the location of
      CLIENT’s place(s) of business, name, identity, legal entity, corporate
      structure, officers, principals, partners, and/or owners of
      CLIENT.

            


    

    


    
      	
              3.9

            	
              CLIENT
      has full power and authority to execute, deliver and perform this
      Agreement.

            


    

     

     

    IV.           FURTHER
PROMISES

    


    
      	
              4.1  

            	
              SECURITY
      INTEREST/COLLATERAL: CLIENT gives to ACTION, as collateral for the
      repayment of any and all obligations and liabilities whatsoever of CLIENT
      to ACTION, a security interest, under the Uniform Commercial Code, in the
      following described property (hereinafter collectively called
      “Collateral”): All presently existing or hereafter arising, now owned or
      hereafter acquired accounts, accounts receivable, contract rights, chattel
      paper, documents, instruments, general intangibles, reserves, reserve
      accounts, rebates, and all books and records (including without
      limitation, customer lists, computer programs, print outs, and other
      computer material and records) pertaining to the foregoing and all
      proceeds of the foregoing
      property.

            


    

    


    
      	
              4.2

            	
              NOTIFICATION:  ACTION
      will have the right under to notify any CUSTOMER to make payments directly
      to ACTION using the form of notification attached hereto as Exhibit
      A.

            


    

    


    
      
        	
                4.3

              	
                ASSIGNMENT:
      CLIENT shall from time to time at CLIENT’s option, transfer and assign
      ACCEPTABLE ACCOUNTs to ACTION, to be identified on a form known as
      ACTION’s Agreement for the Assignment of Invoices together with an exact
      copy of the original invoice and all supporting documents appropriate to
      CLIENT’s business and to the extent required an electronic file of the
      invoice information.

              
	 	 
	4.4  	INTEREST
      AND FEES:  ACTION agrees to provide financing to CLIENT for the
      fees as indicated
      below:


      

    

    


    
      	
              (a)

            	
              with
      respect advances outstanding hereunder, interest at a per annum rate equal
      to the Prime Rate of Wachovia Bank, N.A. (as such rate is announced from
      time to time, with changes in such rate to be effected on the first day of
      each month based on the Prime Rate in effect on the last business day of
      the prior month) plus one percent (1%) plus a monthly fee equal to
      three-quarters of one percent (0.75%), both to be billed monthly in
      arrears with payment due on the billing
date.

            


    

    


    
      	
              (b)

            	
              all
      other out of pocket costs and expenses incurred by ACTION;
      nothwithstanding the foregoing, ACTION as of the date of this Agreement
      does not anticipate incurring any out-of-pocket costs except for any
      expenses it incurs relating to searches of public records in the State of
      Georgia related to public filings and costs associated with recordation of
      UCC-1 filings and costs incurred by ACTION for bank wire transfers if
      requested by CLIENT.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.5

            	
              ADVANCE
      RATE: CLIENT may obtain from ACTION, subject to ACTION’s sole discretion,
      advances of up to ninety  percent (90%) of the net amount of
      ACCEPTABLE ACCOUNTs  transferred and assigned to ACTION
      hereunder.  Any amounts not advanced by ACTION hereunder may be
      held by ACTION and applied against charge-backs or any obligation of
      CLIENT to ACTION, known or anticipated, and shall not be due and payable
      to CLIENT until any and all obligations of CLIENT to ACTION are fully paid
      and/or satisfied.

            


    

    


    
      	
              4.6

            	
              RECOURSE:
      ACTION shall have full recourse against CLIENT when an ACCOUNT is
      not    paid by CUSTOMER when due, including without
      limitation, the right to charge-back any such ACCOUNT, if not paid within
      90 days of the date of purchase.

            


    

    


    
      	
              4.7

            	
              DISPUTED
      ACCOUNTS: CLIENT will immediately notify ACTION and accept back from
      ACTION any ACCOUNT subject to a dispute between CUSTOMER and CLIENT of any
      kind whatsoever.

            


    

    


    
      	
              4.8

            	
              HOLD
      IN TRUST: CLIENT will hold in trust and safekeeping, as the property of
      ACTION, and immediately turn over to ACTION the identical check or other
      form of payment received by CLIENT, whenever any payment on any ACCOUNT
      comes into CLIENT’s possession; any failure by CLIENT in this regard
      constitutes a default under this Agreement (pursuant to SECTION V
      hereinbelow) and may result in civil and/or criminal actions against
      CLIENT and /or the person(s) responsible for such
  failure.

            


    

    


    
      	
              4.9

            	
               RESPONSIBILITY
      FOR TAXES: All taxes and governmental charges with respect to goods or
      services represented by ACCOUNTs purchased by ACTION shall be the
      obligation and responsibility of CLIENT.  CLIENT has no
      obligation for ACTION’s income or property taxes or any other taxes with
      respect to ACTION’s business.

            


    

    


    
      	
              4.10
      

            	
              NOTICE
      OF LEVY: CLIENT will promptly notify ACTION of any material attachment,
      tax assessment or other legal process levied against CLIENT or any of
      CLIENT’s CUSTOMERS.

            


    

    


    
      	
              4.11

            	
              LEGAL
      FEES: Except as is prohibited by law, CLIENT shall pay to ACTION all
      reasonable costs and expenses, including without limitation attorney’s
      fees and expenses, and costs incurred by ACTION in the prosecution or
      enforcement of any of ACTION’s rights, claims or courses of action which
      arise out of, relate to or pertain to this
  Agreement.

            


    

    


    
      	
              4.12

            	
              POWER
      OF ATTORNEY: CLIENT hereby names, appoints, and constitutes ACTION
      and   its designees as CLIENT’s true and lawful
      attorney-in-fact, and does hereby request, authorize, empower and direct
      ACTION or its designee, for and in the name and instead of CLIENT, either
      in CLIENT’s name or ACTION’s name
to:

            


    

    


    
      	
              (a)

            	
              compromise,
      adjust or settle any claim of a customer with respect to an
      ACCOUNT;

            


    

    


    
      	
              (b)

            	
              demand,
      sue for, collect and give release for any and all monies due or to become
      due on ACCOUNTs;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              make
      any and all corrections or completions on any of the invoices or other
      documents constituting the
ACCOUNTS;

            


    

    


    
      	
              (d)

            	
              endorse
      CLIENT’s name an any checks, drafts, instruments or other evidences of
      payment with respect to any ACCOUNT or to otherwise collect the
      same;

            


    

    


    
      	
              (e)

            	
              receive,
      open and dispose of all mail addressed to CLIENT with respect to any
      ACCOUNT; and

            


    

    


    
      	
              (f)

            	
              do
      all other acts and things necessary to carry out the purpose and intent of
      this agreement. All acts of ACTION as attorney-in-fact are hereby ratified
      and approved and ACTION shall not be liable for any errors of commission
      or omission nor for any error of or mistake of law or fact excepting acts
      constituting gross negligence or willful misconduct.  This power
      of attorney in coupled with an interest and is irrevocable for so long as
      CLIENT is indebted to ACTION; provided it shall be exercised only upon an
      event of default and the serving of written notice to CLIENT of ACTION’s
      invoking of the prescribed remedies for default .  The authority
      granted ACTION shall remain in full force and effect until all assigned
      accounts are paid in full and any indebtedness of CLIENT to ACTION is
      discharged.

            


    

     

    
      
        	
                4.13 

              	
                ACH
      AUTHORIZATION:  In order to satisfy any of the obligations to
      ACTION under this Agreement, CLIENThereby
      authorizes ACTION to initiate electronic debit or credit entries through
      the Automated Clearing House system to any bank account maintained by
      CLIENT wherever
located.

              


      

    

     

     

    V.           DEFAULT

     

    
      	
              5.1

            	
              EVENTS
      OF DEFAULT: Any one or more of the following shall be a default
      hereunder:

            


    

    


    
      	
              (a)

            	
              CLIENT’s
      breach of any promise, covenant or warranty under this Agreement or any
      other agreements between CLIENT and ACTION or obligation of CLIENT to
      ACTION, including without limitation, payment of any indebtedness to
      ACTION when due;

            


    

    


    
      	
              (b)

            	
              the
      appointment of any receiver or trustee of all or a substantial portion of
      the assets of CLIENT; insolvency or inability to pay debts as they mature;
      a general assignment for the benefit of creditors; the voluntary or
      involuntary filing of a petition for relief under any bankruptcy or
      similar law;

            


    

    


    
      	
              (c)

            	
              issuance
      of any levies of attachment, executions, tax assessments or similar
      process against the Collateral;

            


    

    


    
      	
              (d)

            	
              CLIENT’s
      tender to ACTION of information that is knowingly false or incorrect in
      any material respect.

            


    

    


    
      	
              5.2

            	
              REMEDIES
      AFTER DEFAULT: In the event of any default, and upon serving written
      notice to CLIENT of such default and ACTION’s intent to avail itself of
      its remedies hereunder, ACTION may do any one or more of the
      following:

            


    

    


    
      	
              (a)

            	
              declare
      any indebtedness including outstanding ACCOUNTS purchased by ACTION,
      immediately due and payable;

            


    

    


    
      	
              (b)

            	
              notify
      any CUSTOMER of CLIENT to make payments directly to ACTION with respect to
      any and all ACCOUNTS of CLIENT;

            


    

    


    
      	
              (c)

            	
              require
      CLIENT to send copies of records and files pertaining to ACCOUNTs to
      ACTION and enter the premises of CLIENT and make copies of the COLLATERAL
      and the records pertaining to the ACCOUNTs and any other
      COLLATERAL;

            


    

    


    
      	
              (d)

            	
              hold
      CLIENT liable for any deficiency.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)

            	
              Invoke
      its authority under Sections 4.12 (a), (b), and (c)  above and
      exercise its power of attorney in CLIENT’s stead to take any action set
      forth therein ACTION deems
necessary.

            


    

     

     

    VI.           MISCELLANEOUS

     

    
      	
              6.1

            	
              MAXIMUM
      ACCOUNT: The outstanding amount of CLIENT’s account with ACTION (that is,
      at any time, the unpaid and owing principal amount of advances made by
      ACTION to CLIENT) shall not exceed
  $3,000,000.00.

            


    

    


    
      
        	
                6.2

              	
                TERMINATION:
      This Agreement shall continue in full force and effect until terminated
      upon written notice of such termination by either
party.

              
	 	 
	6.3	POST-TERMINATION:
      After termination CLIENT shall be liable to ACTION for the full and prompt
      payment of the full amount of ACCOUNTs which have been assigned to
      ACTION
      and are then outstanding and unpaid, disputed or undisputed, as well as
      any
      other indebtedness whatsoever.  ACTION
      shall continue to have a security interest in the COLLATERAL of CLIENT
      until any existing indebtedness of CLIENT to ACTION is paid in
      full.


      

    

    


    
      	
              6.4

            	
              APPLICABLE
      LAW: This Agreement shall be governed by and construed in accordance with
      the laws of the State of Georgia and shall be binding upon the successors,
      assigns and representatives of the parties hereto.  CLIENT and
      ACTION hereby agree that any suit, action, or proceeding arising out the
      subject matter hereof, or the interpretation, performance or breach of
      this Agreement shall be instituted in the Superior Court of the State of
      Georgia located in Atlanta, Fulton County, Georgia (hereinafter, “Fulton
      County Superior Court”).  CLIENT and ACTION hereby agree that
      Fulton County Superior Court is convenient to each party hereto and CLIENT
      and ACTION irrevocably submit to such jurisdiction, irrevocably agree to
      be bound by any judgment rendered thereby in connection with this
      Agreement, and forever waive any and all objections to jurisdiction or
      venue that each party may have under the laws of the State of Georgia or
      otherwise in those courts in any such suit, action or
      proceeding.  If any such proceeding is initiated in any other
      jurisdiction, CLIENT hereby waives any right to oppose any motion or
      application made by ACTION as a consequence of such proceeding having been
      commenced in a jurisdiction other than Fulton County Superior
      Court

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              6.5 

            	
              ENTIRE
      AGREEMENT-AMENDMENT: This document contains the entire
      Agreement   between the parties as of the date specified
      below. This Agreement may be modified only by a written instrument
      executed by the parties hereto.

            


    

    


    


    


    Executed
and accepted this 17th day of July, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	Attested
      By:	 	CLIENT:
      LATTICE INCORPORATED	 
	
                                                                                                                       

                                                                                                                    	 	 	 	
                                                                                                                       

                                                                                                                    	 
	
                                                                                                                      Corporate
      Secretary

                                                                                                                    	 	 	 	
                                                                                                                       

                                                                                                                    	 
	
                                                                                                                       

                                                                                                                    	 	 	BY:	
                                                                                                                      /s/ Paul Burgess

                                                                                                                    	 
	 	 	 	 	 	 
	SEAL 	 	 	TITLE:  
      	Chief
      Executive Officer	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Attested
      By: 	 	CLIENT:
      RICCIARDI TECHNOLOGIES, INC.	 
	 	 	 	 	 	 
	Corporate
      Secretary  	 	 	BY:	 /s/	 
	 	 	 	 	 	 
	SEAL	 	 	TITLE:	Vice
      President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Attested
      By:  	 	CLIENT:
      SYSTEM MANAGEMENT ENGINEERING, INC.	 
	 	 	 	 	 	 
	Corporate
      Secretary 	 	 	BY:	/s/	 
	 	 	 	 	 	 
	SEAL	 	 	TITLE:	President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	ACTION:
      ACTION CAPITAL CORPORATION	 
	 	 	 	 	 	 
	 	 	 	BY:	/s/	 
	 	 	 	 	 	 
	 	 	 	TITLE:	President	 


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
A

    


     

    INSTRUMENT
OF ASSIGNMENT

    


    


    FOR VALUE
RECEIVED and pursuant to the Assignment of Claims Act of 1940, as amended, 31
U.S. C. 3727, 41 U. S. C.
15, the undersigned contractor hereby assigns to:

    


    Action Capital
Corporation  (DUNS 04 547 0622) (CAGE CODE 0Z006)

    P.
O. Box 56346

    Atlanta,
GA  30343 
EFT
PAYMENT INFORMATION: Wachovia Bank N.A.  

    Routing
#  061000227  Checking Acct # 2000124210282

    


    All
monies now due or to become due to from, and not already paid the United States
of America to the undersigned under the following Contract:

    


    CONTRACT  NUMBER:

    


    THIS
CONTRACT WAS ISSUED BY:

    


    THIS
CONTRACT WAS ISSUED TO:

    


    THIS
CONTRACT WAS ISSUED FOR:

     

    _________________is
hereby requested to remit all payments due under this Contract to the
assignee.  We hereby certify that no other assignment has been made
and that no additional assignment will be made.  Assignor authorizes
payment of moneys now due or to become due to be made to the
Assignee.

    


    IN
WITNESS WHEREOF, the undersigned Assignor has caused this assignment to be
executed this ___th day of
_____ , 2009.

     

    
      
        
          
            
              	 	 	 
	 	 	 	(Assignor)
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	(Signature)
	 	 	 	(Print
      Name)
	 	 	 	(Title)
	 	 	 	 


            

          

        

      

    

     

    


    AUTHORITY TO MAKE
ASSIGNMENT

     

    I,
_____________________________________, certify that I am the Secretary of the
corporation  named as Assignor herein; that
_____________________________who executed this Assignment on behalf of the
said  corporation was then President & CEO of the said
corporation, acting for and on its behalf by authority of its governing
body.

     

    
      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  (Date) 

                	 	 	
                   (Signature)

                	 


        

      

    

                   

    (Corporate Seal)