EXHIBIT
10.17

    


    STOCK
PURCHASE AGREEMENT

    


    AMONG

    


    SSGI,
INC.,

    


    B & M
CONSTRUCTION CO., INC.

    


    AND

    


    BOBBY L.
MOORE, JR.

     

    
      
        

      

    

        


    Dated as
of May 13, 2010

    
         

      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
of Contents

    
      
        
          
            	 	 	 
	
                    ARTICLE
      1

                  	 
      	
                    1

                  
	 
      	 
      	 
      
	
                    AGREEMENT
      OF PURCHASE AND SALE

                  	
                    1

                  
	
                    1.1

                  	
                    Purchase
      and Sale of Purchased Shares

                  	
                    1

                  
	
                    1.2

                  	
                    Closing

                  	
                    1

                  
	
                    1.3

                  	
                    Purchase
      Price and Form of Payment

                  	
                    2

                  
	
                    1.4

                  	
                    Post-Closing
      Purchase Price Adjustment

                  	
                    2

                  
	
                    REPRESENTATIONS
      AND WARRANTIES OF BUYER

                  	
                    3

                  
	
                    2.1

                  	
                    Due
      Organization

                  	
                    3

                  
	
                    2.2

                  	
                    Authorization
      and Effect of Agreement

                  	
                    3

                  
	
                    2.3

                  	
                    No
      Restrictions Against Purchase of the Purchased Shares

                  	
                    3

                  
	
                    2.4

                  	
                    Investment
      Representation

                  	
                    3

                  
	 
      	 
      	 
      
	
                    ARTICLE
      3

                  	 
      	
                    4

                  
	 
      	 
      
	
                    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND SELLER

                  	
                    4

                  
	
                    3.1

                  	
                    Capitalization;
      Other Rights to Acquire Capital Stock

                  	
                    4

                  
	
                    3.2

                  	
                    Due
      Organization

                  	
                    4

                  
	
                    3.3

                  	
                    Subsidiaries

                  	
                    4

                  
	
                    3.4

                  	
                    Authorization
      and Effect of Agreement

                  	
                    5

                  
	
                    3.5

                  	
                    No
      Restrictions Against Sale of the Purchased Shares

                  	
                    5

                  
	
                    3.6

                  	
                    Financial
      Statements

                  	
                    5

                  
	
                    3.7

                  	
                    Conduct
      of Business; Certain Actions

                  	
                    6

                  
	
                    3.8

                  	
                    Condition
      of Assets

                  	
                    8

                  
	
                    3.9

                  	
                    Real
      Property

                  	
                    8

                  
	
                    3.10

                  	
                    Environmental
      Matters

                  	
                    8

                  
	
                    3.11

                  	
                    Licenses
      and Permits

                  	
                    11

                  
	
                    3.12

                  	
                    Intellectual
      Rights

                  	
                    12

                  
	
                    3.13

                  	
                    Compliance
      with Laws

                  	
                    12

                  
	
                    3.14

                  	
                    Insurance

                  	
                    12

                  
	
                    3.15

                  	
                    ERISA
      Compliance

                  	
                    13

                  
	
                    3.16

                  	
                    Contracts
      and Agreements

                  	
                    14

                  
	
                    3.17

                  	
                    Claims
      and Proceedings

                  	
                    15

                  
	
                    3.18

                  	
                    Taxes

                  	
                    16

                  
	
                    3.19

                  	
                    Personnel

                  	
                    16

                  
	
                    3.20

                  	
                    Business
      Relations

                  	
                    17

                  
	
                    3.21

                  	
                    Accounts
      Receivable

                  	
                    17

                  
	
                    3.22

                  	
                    Bank
      Accounts

                  	
                    17

                  
	
                    3.23

                  	
                    Agents

                  	
                    17

                  
	
                    3.24

                  	
                    Indebtedness
      To and From Officers, Directors, Shareholders and
Employees

                  	
                    18

                  
	
                    3.25

                  	
                    Certain
      Consents

                  	
                    18

                  
	
                    3.26

                  	
                    Brokers

                  	
                    18

                  
	
                    3.27

                  	
                    Interest
      in Competitors, Vendors and Customers

                  	
                    18

                  


          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  3.28

                	
                  Inventory

                	
                  18

                
	
                  3.29

                	
                  Product
      and Service Warranties

                	
                  18

                
	
                  3.30

                	
                  Customers
      and Vendors

                	
                  19

                
	
                  3.31

                	
                  Information
      Furnished

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE
      4

                	 
      	
                  19

                
	 
      	 
      
	
                  ADDITIONAL
      REPRESENTATIONS AND WARRANTIES OF SELLER

                	
                  19

                
	
                  4.1

                	
                  Ownership
      of Purchased Shares; No Liens

                	
                  19

                
	
                  4.2

                	
                  Tax
      Status of Seller

                	
                  19

                
	
                  4.3

                	
                  Representations
      Regarding the Acquisition of the SSGI Shares

                	
                  20

                
	 
      	 
      	 
      
	
                  ARTICLE
      5

                	 
      	
                  22

                
	 
      	 
      
	
                  COVENANTS

                	
                  22

                
	
                  5.1

                	
                  Inspection

                	
                  22

                
	
                  5.2

                	
                  Compliance
      by the Company and Seller

                	
                  22

                
	
                  5.3

                	
                  Satisfaction
      of All Conditions Precedent to the Obligations of Buyer

                	
                  22

                
	
                  5.4

                	
                  No
      Solicitation

                	
                  22

                
	
                  5.5

                	
                  Notice
      of Developments

                	
                  22

                
	
                  5.6

                	
                  Notice
      by Seller and the Company of Breach

                	
                  23

                
	
                  5.7

                	
                  Notice
      by Seller and the Company of Litigation

                	
                  23

                
	
                  5.8

                	
                  Continuation
      of Insurance Coverage

                	
                  23

                
	
                  5.9

                	
                  Maintenance
      of Credit Terms

                	
                  23

                
	
                  5.10

                	
                  Updating
      Schedules

                	
                  23

                
	
                  5.11

                	
                  Financial
      Statements

                	
                  24

                
	
                  5.12

                	
                  Interim
      Operations of the Company and the Subsidiaries

                	
                  24

                
	
                  5.13

                	
                  Resignations
      of Directors

                	
                  26

                
	
                  5.14

                	
                  Licenses

                	
                  26

                
	
                  5.15

                	
                  Audit
      Rights

                	
                  26

                
	
                  5.16.

                	
                  The
      Company’s Line of Credit

                	
                  26

                
	
                  CONDITIONS
      TO CLOSING

                	
                  26

                
	
                  6.1

                	
                  Conditions
      to Obligations of Buyer

                	
                  26

                
	
                  6.2

                	
                  Conditions
      to Obligations of Seller and the Company

                	
                  28

                
	 
      	 
      	 
      
	
                  ARTICLE
      7

                	 
      	
                  29

                
	 
      	 
      
	
                  TERMINATION

                	
                  29

                
	
                  7.1

                	
                  Termination

                	
                  29

                
	
                  7.2

                	
                  Effect
      of Termination

                	
                  30

                
	
                  7.3

                	
                  Waiver

                	
                  30

                
	 
      	 
      	 
      
	
                  ARTICLE
      8

                	 
      	
                  30

                
	 
      	 
      
	
                  SURVIVAL
      AND INDEMNIFICATION

                	
                  30

                
	
                  8.1

                	
                  Survival
      of Representations, Warranties and Covenants

                	
                  30

                
	
                  8.2

                	
                  General
      Indemnification

                	
                  31

                


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  ARTICLE
      9

                	 
      	
                  34

                
	 
      	 
      
	
                  MISCELLANEOUS

                	
                  34

                
	
                  9.1

                	
                  Collateral
      Agreements, Amendments and Waivers

                	
                  34

                
	
                  9.2

                	
                  Successors
      and Assigns

                	
                  34

                
	
                  9.3

                	
                  Expenses

                	
                  34

                
	
                  9.4

                	
                  Invalid
      Provisions

                	
                  34

                
	
                  9.5

                	
                  Information
      and Confidentiality

                	
                  34

                
	
                  9.6

                	
                  Waiver

                	
                  35

                
	
                  9.7

                	
                  Notices

                	
                  35

                
	
                  9.8

                	
                  Specific
      Performance

                	
                  36

                
	
                  9.9

                	
                  Waiver
      of Certain Rights

                	
                  36

                
	
                  9.10

                	
                  Further
      Assurances

                	
                  36

                
	
                  9.11

                	
                  No
      Third-Party Beneficiaries

                	
                  37

                
	
                  9.12

                	
                  Governing
      Law; Exclusive Jurisdiction and Venue

                	
                  37

                
	
                  9.13

                	
                  Remedies
      Not Exclusive

                	
                  37

                
	
                  9.14

                	
                  Execution
      in Counterparts

                	
                  37

                
	
                  9.15

                	
                  Titles
      and Headings

                	
                  37

                
	
                  9.16

                	
                  Certain
      Interpretive Matters and Definitions

                	
                  37

                
	
                  9.17

                	
                  No
      Recourse

                	
                  38

                


        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

    


    
      	
              1.4 

            	
              Closing
      WIP Schedule

            


    

    
      	
              3.2 

            	
              Foreign
      Qualification of the Company

            


    

    
      	
              3.3 

            	
              Subsidiaries
      and Foreign Qualification Thereof

            


    

    
      	
              3.5 

            	
              Consents
      and Approvals

            


    

    
      	
              3.7 

            	
              Conduct
      of Business

            


    

    
      	
              3.8 

            	
              Damaged
      or Obsolete Assets

            


    

    
      	
              3.9 

            	
              Real
      Property

            


    

    
      	
              3.10 

            	
              Environmental
      Matters

            


    

    
      	
              3.11 

            	
              Licenses
      and Permits

            


    

    
      	
              3.12 

            	
              Intellectual
      Rights

            


    

    
      	
              3.14 

            	
              Insurance

            


    

    
      	
              3.15 

            	
              ERISA

            


    

    
      	
              3.16 

            	
              Contracts
      and Agreements

            


    

    
      	
              3.17(a) 

            	
              Claims
      and Proceedings

            


    

    
      	
              3.17(b)

            	
              Exceptions
      to Claims and Proceedings

            


    

    
      	
              3.18 

            	
              Taxes

            


    

    
      	
              3.19 

            	
              Personnel

            


    

    
      	
              3.20 

            	
              Business
      Relations

            


    

    
      	
              3.21 

            	
              Accounts
      Receivable

            


    

    
      	
              3.22 

            	
              Bank
      Accounts

            


    

    
      	
              3.23 

            	
              Agents

            


    

    
      	
              3.24 

            	
              Indebtedness
      to and from Officers, Directors, Shareholders and
  Employees

            


    

    
      	
              3.25 

            	
              Required
      Consents

            


    

    
      	
              3.26 

            	
              Brokers

            


    

    
      	
              3.27 

            	
              Interest
      in Competitors, Vendors and
Customers

            


    

    
      	
              3.28 

            	
              Inventory

            


    

    
      	
              3.30 

            	
              Customers
      and Vendors

            


    

    
      	
              4.1 

            	
              Restrictions
      and Liens on Purchased Shares

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    EXHIBITS

    


    A –
Promissory Note

    


    B –
Pledge Agreement

    


    C –
Opinion of Fee & Jeffries, P.A.

    


    D –
Consulting Agreement

    


    E –
Non-Competition and Non-Solicitation Agreement

    


    F –
Registration Rights Agreement

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    STOCK PURCHASE
AGREEMENT

    


    This Stock Purchase Agreement (this
“Agreement”) is
entered into as of May 13, 2010, by and among SSGI, Inc., a Florida corporation
(“Buyer”), B
& M Construction Co., Inc., a Florida corporation (the “Company”), and Bobby
L. Moore, Jr., an individual resident of the State of Florida (“Seller”).

    


    RECITALS:

    


    WHEREAS, Seller is the record and
beneficial owner of 362.5 shares (the “Purchased Shares”) of
common stock, par value $1.00 per share, of the
Company, representing approximately 73.15% of the issued and outstanding shares
of capital stock of the Company;

    


    WHEREAS, Seller desires to sell, and
Buyer desires to purchase, all of the Purchased Shares; and

    


    WHEREAS, the Company, Seller and Buyer
desire to make certain representations, warranties and agreements in connection
with the sale and acquisition of the Purchased Shares and to set forth various
conditions precedent thereto.

    


    NOW, THEREFORE, in consideration of the
mutual covenants, representations, warranties and agreements contained herein,
the parties hereto agree as follows:

    


    ARTICLE 1

    


    AGREEMENT OF PURCHASE AND
SALE

    


    1.1           Purchase and Sale of
Purchased Shares.  On the terms and subject to the conditions
hereof, at the Closing (as hereinafter defined), Seller will sell, assign,
transfer and convey to Buyer, and Buyer will purchase and acquire from Seller,
all right, title and interest of Seller in and to the Purchased Shares free and
clear of any liens, restrictions, security interests, claims, rights of another
or other encumbrances (collectively, “Liens”), for an
aggregate purchase price set forth in and payable in accordance with the terms
of Section 1.3 hereof, as adjusted in accordance with the terms of Section 1.4
hereof.

    


    1.2           Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take
place at the offices of Buyer, 8120 Belvedere Road, Suite 4, West Palm Beach,
Florida  33411, at 9:00 a.m., local time, on May 13, 2010, or at such
other time and place and on such other earlier date as Buyer and Seller may
agree upon in writing.  The date on which the Closing occurs is
hereinafter referred to as the “Closing
Date”.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.3           Purchase Price and Form of
Payment.

     

    (a)           The
aggregate purchase price for the Purchased Shares (the “Purchase Price”)
shall be, subject to reduction or increase as provided in Section 1.4 hereof,
(i) $1,000,000 in cash (the “Cash Consideration”),
payable in accordance with Section 1.3(b) below, plus (ii) $1,173,473
represented by a Promissory Note (herein so called) in the form attached hereto
as Exhibit
A, plus (iii)
4,124,622 shares of common stock, par value $0.001 per share, of Buyer (the
“Buyer Common
Stock”).  The shares of Buyer Common Stock described in
subsection (iii) above are hereinafter referred to as the “SSGI
Shares”.

    


    (b)           The
Cash Consideration shall be payable as follows:  (i) $300,000 at
Closing; (ii) $250,000 within 30 days of the Closing Date; (iii) $250,000 within
60 days of the Closing Date; and (iv) $200,000 within 90 days of the Closing
Date.

    


    (c)           At
the Closing, Seller shall deliver, or cause to be delivered, to Buyer the stock
certificate or certificates evidencing the Purchased Shares, and Buyer shall
deliver or cause to be delivered (i) to Seller, by wire transfer of immediately
available funds, $300,000 of the Cash Consideration, (ii) to Seller the
Promissory Note, and (iii) to Seller a certificate evidencing the SSGI Shares
registered in the name of Seller.

    


    1.4           Post-Closing Purchase Price
Adjustment.  At Closing, Seller shall deliver to Buyer a
schedule listing the Company’s work in process as of the Closing (the “Closing WIP
Schedule”).  Seller shall certify the truth and accuracy of the
Closing WIP Schedule.  The Closing WIP Schedule shall be attached to
this Agreement as Schedule
1.4.  In the event and to the extent that the Company’s work in
process as reflected in the Closing WIP Schedule does not generate at least
$1,040,523 in Gross Profit (as defined below) within eight (8) months of the
Closing Date, then the principal amount of and accrued interest under the
Promissory Note shall be reduced by the amount of such deficiency, together with
interest thereon at a rate of four percent (4%) per annum, calculated on the
basis of the actual number of days elapsed over 365, from the Closing Date to
the date of determination.  In the event and to the extent that the
Company’s work in process as reflected in the Closing WIP Schedule generates
more than $1,300,653 in Gross Profit within eight (8) months of the Closing
Date, then the principal amount of and accrued interest under the Promissory
Note shall be increased by the amount of such excess, together with interest
thereon at a rate of four percent (4%) per annum, calculated on the basis of the
actual number of days elapsed over 365, from the Closing Date to the date of
determination.  For purposes of this Section 1.4, “Gross Profit” shall mean
net sales (i.e., gross sales less returns, discounts and allowances) minus cost
of goods sold.  In any event, Gross Profit shall be calculated in the
same manner as the Company’s gross profit has historically been calculated,
using the same accounting principles and procedures as the Company has
historically used in calculating gross profit.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
2

    


    REPRESENTATIONS AND
WARRANTIES OF BUYER

    


    Buyer represents and warrants to Seller
and the Company as follows (with the understanding that Seller and the Company
are relying materially on such representations and warranties in entering into
and performing this Agreement):

    


    2.1           Due
Organization.  Buyer is a corporation, validly existing and in
good standing under the laws of the State of Florida, and has the requisite
corporate power and authority to own, lease or otherwise hold its properties and
assets and to carry on its business as presently conducted.

    


    2.2           Authorization and Effect of
Agreement.  Buyer has the requisite corporate power to execute
and deliver this Agreement and to perform the transactions contemplated hereby
to be performed by it.  The execution and delivery by Buyer of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized by all necessary corporate action
on the part of Buyer.  This Agreement has been duly executed and
delivered by Buyer and, assuming the due execution and delivery of this
Agreement by the Company and Seller, constitutes a valid and binding obligation
of Buyer enforceable against Buyer in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors’ rights in general and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

    


    2.3           No Restrictions Against
Purchase of the Purchased Shares.  The execution and delivery
of this Agreement by Buyer does not, and the performance by Buyer of the
transactions contemplated hereby to be performed by it will not
(a) conflict with the articles of incorporation or by-laws of Buyer,
(b) conflict with, or result in any violation of, or constitute a default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or to loss
of a benefit under, any material contract or permit, order, judgment or decree
to which Buyer is a party or by which it is bound, or (c) constitute a
violation of any law or regulation applicable to Buyer.  Except for
any filings under any applicable state and federal securities laws, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any domestic or foreign court, government, governmental agency, authority,
entity or instrumentality (each a “Governmental Entity”)
is required to be obtained or made by or with respect to Buyer in connection
with the execution and delivery of this Agreement by Buyer or the performance by
it of the transactions contemplated hereby to be performed by it.

    


    2.4           Investment
Representation.  Buyer is acquiring the Purchased Shares for
its own account, for investment and not with a view to, or for resale in
connection with, any distribution thereof.  Buyer is an “accredited
investor” as such term is defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
3

    


    REPRESENTATIONS AND
WARRANTIES OF THE COMPANY AND SELLER

    


    The Company and Seller jointly and
severally represent and warrant to Buyer as follows (with the understanding that
Buyer is relying materially on each such representation and warranty in entering
into and performing this Agreement):

    


    3.1           Capitalization; Other Rights
to Acquire Capital Stock.  The authorized capital stock of the
Company consists of 5,000 shares of common stock, par value $1.00 per share (the
“Common Shares”). There are currently issued and outstanding 495.5 Common
Shares.  All of the issued and outstanding Common Shares are duly
authorized, validly issued, fully paid and nonassessable.  There are
no authorized or outstanding warrants, options or rights of any kind to acquire
from the Company or Seller any equity or debt securities of the Company or
securities convertible into or exchangeable for equity or debt securities of the
Company.

    


    3.2           Due
Organization.  The Company is a corporation, validly existing
and in good standing under the laws of the State of Florida and has full power
and authority to carry on its business as now conducted.  Complete and
accurate copies of the articles of incorporation, by-laws (together with any and
all amendments to both) and the corporate records of the Company have been
delivered to Buyer and have been certified by the Secretary of the Company. The
Company is qualified to do business and is in good standing in the jurisdictions
set forth on Schedule
3.2
attached hereto, which jurisdictions represent every jurisdiction where such
qualification is required except where failure to be so qualified would not have
a Material Adverse Effect.

    


    3.3           Subsidiaries.  All
of the subsidiaries, direct and indirect, of the Company are listed on Schedule 3.3 attached hereto
(the “Subsidiaries”).  Except
as set forth on Schedule 3.3 attached hereto,
the Company does not directly or indirectly have (or possess any options or
other rights to acquire) any subsidiaries or any direct or indirect ownership
interests in any individual, business, corporation, partnership, limited
liability company, association, joint venture, trust or other entity (a “Person”).  Except
as set forth on Schedule 3.3 attached hereto,
the Company is the true and lawful owner, of record and beneficially, of all of
the outstanding capital stock or equivalent equity interests of each Subsidiary,
free and clear of any Liens.  Each Subsidiary is a corporation or
limited liability company, validly existing and in good standing under the laws
of the State of its incorporation or organization and has full power and
authority to carry on its business as now conducted.  Complete and
correct copies of the articles or certificate of incorporation and by-laws of
each of the Subsidiaries, operating agreement or organizational documents
equivalent thereto, and all amendments thereto have been delivered to Buyer and
have been certified by the Secretary of each Subsidiary.  Each
Subsidiary is qualified to do business and is in good standing in the
jurisdictions set forth on Schedule 3.3 attached hereto,
which jurisdictions represent every jurisdiction where such qualification is
required except where failure to be so qualified would not have a Material
Adverse Effect.  There are no authorized or outstanding warrants,
options or rights of any kind to acquire from the Company or any Subsidiary any
equity or debt securities of any Subsidiary or securities convertible into or
exchangeable for equity or debt securities of any Subsidiary.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.4           Authorization and Effect of
Agreement.  The Company has the requisite corporate power to
execute and deliver this Agreement and to perform the transactions contemplated
hereby to be performed by it.  The execution and delivery by the
Company of this Agreement and the performance by it of the transactions
contemplated hereby to be performed by it have been duly authorized by all
necessary corporate action on the part of the Company.  Seller has
full legal capacity to execute and deliver this Agreement and to perform
Seller’s obligations hereunder.  This Agreement has been duly executed
and delivered by the Company and Seller and, assuming the due execution and
delivery of this Agreement by Buyer, constitutes a valid and binding obligation
of the Company and Seller enforceable against each of them in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
in general and subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).

    


    3.5           No Restrictions Against Sale
of the Purchased Shares.  The execution and delivery of this
Agreement by the Company and Seller does not, and the performance by the Company
and Seller of the transactions contemplated hereby to be performed by it will
not (a) conflict with the articles of incorporation or by-laws of the
Company or any of the Subsidiaries, (b) conflict with, or result in any
violation of, or constitute a default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a benefit under, any material
contract or permit, order, judgment or decree to which Seller or the Company or
any of the Subsidiaries is a party or by which Seller, the Company, any of the
Subsidiaries or their respective properties are bound, or (c) constitute a
violation of any federal, state, county or local law, rule or regulation
applicable to the Company, Seller or any of the Subsidiaries or any order, writ
or injunction of any Governmental Entity.  Except for any filings
under any applicable state securities laws, no consent, approval, order or
authorization of, or registration, declaration or filing with any Governmental
Entity is required to be obtained or made by or with respect to the Company,
Seller or any of the Subsidiaries in connection with the execution and delivery
of this Agreement by the Company and Seller or the performance by them of the
transactions contemplated hereby to be performed by them, except as listed or
described on Schedule
3.5.

    


    3.6           Financial
Statements.  The following Financial Statements (herein so
called) of the Company and the Subsidiaries have been delivered to Buyer by the
Company and Seller:

    


    (a)           Unaudited
consolidated balance sheet and related consolidated statements of income,
stockholders’ equity and cash flows of the Company and the Subsidiaries as of
and for the year ended December 31, 2008, as reviewed by The NCT Group
CPA’s, L.L.P. (collectively, the “Reviewed Financial
Statements”); and

     

    
      
        
        

      

      
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    (b)           The
unaudited consolidated balance sheet and related consolidated statements of
income, stockholders’ equity and cash flows of the Company and the Subsidiaries
as of and for the three (3) months ended March 31, 2010 (the “Interim Financial
Statements”, and together with the Reviewed Financial Statements, the
“Financial
Statements”).

    


    The Financial Statements have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods indicated and present fairly the
financial position, results of operations and changes in financial position of
the Company and the Subsidiaries as of the indicated dates and for the indicated
periods (except, in the case of the Interim Financial Statements, for the
absence of notes thereto and subject to normal year end audit adjustments and
accruals required to be made in the ordinary course of business which are not
materially adverse and are consistent with past practices).  Except to
the extent reflected, disclosed or provided for in the balance sheet included in
the Interim Financial Statements, neither the Company nor any of the
Subsidiaries has any material liabilities or material obligations which
otherwise would be reflected in financial statements (including footnotes)
prepared in accordance with generally accepted accounting principles (other than
liabilities incurred in the ordinary course of business subsequent to March 31,
2010); and neither the Company nor Seller has knowledge of any basis for the
assertion of any such liability or obligation.  Since March 31, 2010,
there has been no material adverse change in the financial position, assets,
liabilities, results of operations or business of the Company or any of the
Subsidiaries.

    


    3.7           Conduct of Business; Certain
Actions.  Except as set forth on Schedule 3.7 attached
hereto, since December 31, 2008, the Company and each Subsidiary has conducted
its business and operations in the ordinary course and consistent with past
practices and has not:

    


    (a)           paid
or declared any dividend or distribution or purchased or retired any
indebtedness from any shareholder thereof, or purchased, retired or redeemed any
capital stock from any shareholder;

    


    (b)           increased
the compensation of any of the directors, officers or key employees of, or
consultants to, the Company or any of the Subsidiaries in excess of $1,000
individually or, except for wage and salary increases made in the ordinary
course of business and consistent with past practices, increased the
compensation of any other employees of the Company or any of the
Subsidiaries;

    


    
      (c)           made any
capital expenditures in excess of $1,000 in the aggregate;

    

    


    (d)           sold
any asset (or any group of related assets) in any transaction (or series of
related transactions) in which the purchase price for such asset (or group of
related assets) exceeded $10,000;

     

    
      
        
        

      

      
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    (e)           discharged
or satisfied any Lien or paid any obligation or liability, absolute or
contingent in excess of $1,000 in the aggregate, other than current liabilities
incurred and paid in the ordinary course of business;

     

    (f)           made
or guaranteed any loans or advances in excess of $1,000 to any party
whatsoever;

    


    (g)           suffered
or permitted any Lien to arise or be granted or created against or upon any of
the assets of the Company or any of the Subsidiaries, real or personal, tangible
or intangible, in excess of $1,000 in the aggregate;

    


    (h)           canceled,
waived or released any of the Company’s or any Subsidiary’s debts, rights or
claims against third parties in excess of $1,000 in the aggregate;

    


    (i)      
     amended the articles of incorporation or by-laws
of the Company or any of the Subsidiaries;

    


    (j)   
        made or paid any severance or
termination payment to any employees or consultants in excess of $1,000 in the
aggregate;

    


    (k)           made
any change in the method of accounting of the Company or any of the
Subsidiaries;

    


    (l)    
       accelerated the collection of accounts
receivable or decelerated the payment of accounts payable of the Company or any
of the Subsidiaries;

    


    (m)          made
any investment or commitment therefor in any Person in excess of $1,000 in the
aggregate;

    


    (n)           made,
entered into, amended or terminated any written employment or consulting
contract, created, made, amended or terminated any bonus, stock option, pension,
retirement, profit sharing or other employee benefit plan or arrangement, or
withdrawn from any “multi-employer plan” (as defined in Section 414(f) of the
Internal Revenue Code of 1986, as amended (the “Code”)) so as to
create any liability under Article IV of ERISA (as hereinafter defined) to any
entity;

    


    (o)           amended
or experienced a termination of any material contract, agreement, lease,
franchise or license listed on Schedule
3.16;

    


    (p)           entered
into any other material transactions except in the ordinary course of
business;

    


    (q)           agreed
to do any acts described in the foregoing clauses (a)-(p) of this Section
3.7;

     

    
      
        
        

      

      
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    (r)           suffered
any material damage, destruction or loss (whether or not covered by insurance)
to any assets of the Company or any of the Subsidiaries;

    


    (s)           experienced
any strike, slowdown or demand for recognition by a labor organization by or
with respect to any of the employees of the Company or any of the Subsidiaries;
or

    


    (t)           experienced
or effected any shutdown, slow-down or cessation of any operations conducted by,
or constituting part of, the Company or any of the Subsidiaries.

    


    3.8           Condition of
Assets.  Except as set forth in Schedule 3.8, all the
Company’s and each Subsidiary’s assets are in good operating condition and
repair, subject to normal wear and maintenance, are usable in the regular and
ordinary course of business and conform to all applicable laws, ordinances,
codes, rules and regulations, and permits relating to their construction, use
and operation.  Such assets constitute all assets and rights necessary
to operate the Company’s and each Subsidiary’s business as currently conducted
and as currently contemplated to be conducted.  No Person other than
the Company or any of the Subsidiaries owns any equipment or other tangible
assets or properties situated on the premises of the Company or any of the
Subsidiaries or necessary to the operation of the business of the Company or any
of the Subsidiaries, except for leased items disclosed on Schedule
3.16.

    


    3.9           Real
Property.  Schedule 3.9 attached
hereto, sets forth all real property owned and leased by the Company or any of
the Subsidiaries (the “Real
Property”).  Except as set forth on Schedule 3.9, (a) the
owned real property of the Company and each Subsidiary is free and clear of all
Liens and free of all material encumbrances which materially affect the
ownership or use thereof, (b) the Company or such Subsidiary has full and
unrestricted title to, or a valid leasehold interest in, the Real Property, or
(c) the operation of the Company’s and each Subsidiary’s business as presently
conducted on the Real Property does not violate, in any respect, any zoning
ordinances, municipal regulations or other rules, regulations or laws of any
Governmental Entity, the violation of which could have a Material Adverse
Effect.  Neither the Company, any Subsidiary nor Seller has taken any
action, or failed to take any action, which such action or inaction has caused
or could cause any material diminution in, or adversely affect the interest of
the Company or any of the Subsidiaries in any of the Real
Property.  No covenants, easements, rights of way or regulations of
record impair in any material respect the uses of the Real Property for their
intended use and for the purposes for which they are now utilized.

    


    3.10         Environmental
Matters.  Except as set forth in Schedule
3.10:

    


    (a)           the
operation of the Company’s and each Subsidiary’s business is in compliance with
all applicable Environmental Laws;

     

    
      
        
        

      

      
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    (b)           (i)
The Company and each Subsidiary has obtained and currently maintains all
Environmental Permits necessary for its operations and is in compliance with
such Environmental Permits, (ii) there are no judicial or administrative
actions, proceedings or investigations pending or, to the Company’s knowledge,
threatened to revoke such Environmental Permits, and (iii) neither the
Company nor any Subsidiary has received any notice from any Governmental Entity
or written notice from any Person to the effect that there is lacking any
Environmental Permit required for the current use or operation of any of the
Real Property;

    


    (c)           there
are no judicial or administrative actions, proceedings or investigations pending
or, to the Company’s knowledge, threatened against the Company or any Subsidiary
alleging the violation of any Environmental Law or Environmental
Permit;

    


    (d)           none
of the Company, any Subsidiary, any predecessor of the Company or any of the
Subsidiaries, or any current or former owner or operator of the Real Property
has filed any notice under any Environmental Law indicating past or present
treatment, storage, or disposal of or reporting a Release or threatened Release
of Hazardous Material into the environment;

    


    (e)           neither
the Company or any of the Subsidiaries nor any of their past or current
facilities and operations, or any predecessor of the Company or any of the
Subsidiaries, is subject to any outstanding written order, injunction, judgment,
decree, ruling, assessment or arbitration award or any agreement with any
Governmental Entity or other Person, or to any federal, state, local or foreign
investigation respecting (i) Environmental Laws, (ii) Remedial Action,
(iii) any Environmental Claim or (iv) the Release or threatened
Release of any Hazardous Material;

    


    (f)         
  all the Real Property and all real property formerly owned, operated
or leased by the Company or any of the Subsidiaries or any predecessor of the
Company or any of the Subsidiaries, and, to the Company’s knowledge, all
property adjacent to the Real Property, is free of contamination by or from any
Hazardous Materials;

    


    (g)           none
of the operations of the Company or any of the Subsidiaries or any predecessor
of the Company or any of the Subsidiaries or of any owner or operator of
premises currently leased or operated by the Company or any of the Subsidiaries
involves or previously involved the generation, transportation, treatment,
storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
or any state, local or foreign equivalent;

    


    (h)           there
is not now, nor (to the Company’s knowledge for all periods prior to its or any
Subsidiary’s ownership, lease or operation of such Real Property) has there been
in the past, on, in or under the Real Property or any other real property
currently or formerly owned, leased or operated by the Company or any of the
Subsidiaries or any of their predecessors (i) any underground storage
tanks, above-ground storage tanks, dikes or impoundments, (ii) any
asbestos-containing materials, (iii) any polychlorinated biphenyls, or
(iv) any radioactive substances; and

     

    
      
        
        

      

      
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    (i)  
         neither the Company nor
any of the Subsidiaries is subject to Environmental Costs and Liabilities with
respect to Hazardous Materials, and no facts or circumstances exist which could
give rise to Environmental Costs and Liabilities with respect to compliance with
Environmental Laws applicable to Hazardous Materials.

    


    (j)  
         For purposes of this
Section 3.10:

    


    “Environmental Claim”
means any accusation, allegation, notice of violation, action, claim, lien,
demand, abatement or other order or directive (conditional or otherwise) by any
Governmental Entity or any other Person (including any employee or former
employee of any contractor or subcontractor of the Company or any of the
Subsidiaries) for personal injury (including sickness, disease or death),
tangible or intangible property damage, damage to the environmental (including
natural resources), nuisance, pollution, contamination, trespass or other
adverse effects on the environment, or for fines, penalties or restrictions
resulting from or based upon (i) the existence, or the continuation of the
existence, of a Release (including, without limitation, sudden or non-sudden
accidental or non-accidental Releases) of, or exposure to, any Hazardous
Material, odor or audible noise in, into or onto the environment (including,
without limitation, the air, soil, surface water or ground water) at, in, by,
from or related to the Real Property or any other property currently or formerly
owned, operated or leased by the Company or any of the Subsidiaries or any
activities or operations thereof; (ii) the transportation, storage,
treatment or disposal of Hazardous Materials in connection with the Real
Property or any other property currently or formerly owned, operated or leased
by the Company or any of the Subsidiaries or the operation of their respective
businesses; or (iii) the violation, or alleged violation, of any
Environmental Laws or Environmental Permits relating to environmental matters
connected with the Real Property or any other property currently or formerly
owned, operated or leased by the Company or any of the Subsidiaries or the
operation of their respective businesses.

    


    “Environmental Costs and
Liabilities” shall mean any and all losses, liabilities, obligations,
damages, fines, penalties, judgments, actions, claims, costs and expenses
(including fees, disbursements and expenses of legal counsel, experts, engineers
and consultants and the costs of investigation and feasibility studies, remedial
or removal actions and cleanup activities) arising from or under any
Environmental Law or Environmental Claim or any order or agreement now in effect
with any Governmental Entity or other Person.

    


    “Environmental Law”
means any applicable federal, state, local or foreign law (including common
law), statute, code, ordinance, rule, regulation or other requirement relating
to the environment, natural resources, or public and employee health and safety
and includes, but is not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Water
Act, 33 U.S.C. § 1251 et seq., the Clean Air
Act, 33 U.S.C. § 2601, et seq., the Toxic
Substances Control Act, 15 U.S.C. § 2601, et seq., the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136, et seq., the Oil
Pollution Act of 1990, 33 U.S.C. § 2701, et seq., the Federal
Safe Drinking Water Act, 42 U.S.C. § 300F, et seq., and the
Occupational Safety and Health Act, 29 U.S.C. §651, et, seq., as such laws
have been amended or supplemented, and the regulations promulgated pursuant
thereto, and all analogous state or local statutes.

     

    
      
        
        

      

      
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    “Environmental Permit”
means any permit, approval, authorization, license, variance, registration, or
permission required under any applicable Environmental Law.

    


    “Hazardous Material”
means any substance, material or waste which is regulated by any Governmental
Entity, including, without limitation, any material, substance or waste which is
defined as a “hazardous waste,” “hazardous material,” “hazardous substance,”
“extremely hazardous substance,” “restricted hazardous waste,” “contaminant,”
“toxic waste” or “toxic substance” under any provision of Environmental Law,
which includes, but is not limited to, petroleum, petroleum products (including
crude oil and any fraction thereof), asbestos, asbestos-containing materials,
urea formaldehyde and polychlorinated biphenyls.

    


    “Release” means any
release, spill, emission, leaking, pumping, pouring, dumping, emptying,
injection, deposit, disposal, discharge, dispersal, leaching, or migration on or
into the indoor or outdoor environment or into or out of any
property.

    


    “Remedial Action”
means all actions, including, without limitation, any capital expenditures,
required or voluntarily taken to (i) clean up remove, treat, or in any
other way address any Hazardous Material or other substance; (ii) prevent
the Release or threat of Release, or minimize the further Release, of any
Hazardous Material so it does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environmental;
(iii) perform pre-remedial studies and investigations or post-remedial
monitoring and care; or (iv) bring facilities on any property owned,
operated or leased by the Company or any of the Subsidiaries and the facilities
located and operations conducted thereon into compliance with all Environmental
Laws and Environmental Permits.

    


    3.11         Licenses and
Permits.  Attached hereto as Schedule 3.11 is a
list of all federal, state, county and local governmental licenses, certificates
and permits held or applied for by Seller, the Company or any of the
Subsidiaries.  Except as set forth on Schedule 3.11
attached hereto, Seller, the Company and each Subsidiary has complied in all
material respects, and is in compliance in all material respects, with the terms
and conditions of all such licenses, certificates and permits and no violation
of any such licenses, certificates or permits or the laws or rules governing the
issuance or continued validity thereof has occurred. No additional license,
certificate or permit is required from any Governmental Entity in connection
with the conduct of the business of Seller, the Company or any of the
Subsidiaries which, if not obtained, could result in a Materially Adverse
Effect.  Except as set forth on Schedule 3.11
attached hereto, no claim has been made or threatened by any Governmental Entity
(and, to the knowledge of Seller and the Company, no such claim is anticipated)
to the effect that a license, permit or order is necessary in respect of the
business conducted by Seller, the Company or any of the
Subsidiaries.

     

    
      
        
        

      

      
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    3.12         Intellectual
Rights.  Attached hereto as Schedule 3.12 is a
list of all patents, trademarks, service marks, trade names and copyrights and
applications therefor owned by or registered in the name of the Company or any
of the Subsidiaries or in which the Company or any of the Subsidiaries has any
material right, license or interest.  Except as set forth on Schedule 3.12
attached hereto, neither the Company nor any Subsidiary is a party to any
license agreements, either as licensor or licensee, with respect to any patents,
trademarks, service marks, trade names or copyrights. The Company and each
Subsidiary has good and marketable title to or the right to use such assets and
all inventions, processes, designs, formulae, trade secrets and know-how
necessary for the conduct of its business, without the payment of any royalty or
similar payment.  To the best knowledge of Seller and the Company,
neither the Company nor any Subsidiary is infringing any patent, trademark,
service mark, trade name or copyright of others, and the Company is not aware of
any infringement by others of any such rights owned by the Company or any of the
Subsidiaries.

    


    3.13         Compliance with
Laws.  The Company and each Subsidiary has complied in all
material respects, and is in compliance in all material respects, with all laws,
regulations and orders of any Governmental Entity applicable to its business and
has filed with all proper Governmental Entities all statements and reports
required by the laws, regulations and orders to which the Company or any of the
Subsidiaries or any of its properties or operations are subject. No claim has
been made or threatened by any Governmental Entity (and, to the knowledge of the
Company, no such claim is anticipated) to the effect that the business conducted
by the Company or any of the Subsidiaries fails to comply, in any respect, with
any law, rule, regulation or ordinance.  To the knowledge of the
Company, there are no pending or proposed statutes, rules or regulations, nor
any current or pending developments or circumstances, which would have a
Material Adverse Effect.

    


    3.14         Insurance.  Attached
hereto as Schedule
3.14 is a list of all policies of fire, liability, business interruption
and other forms of insurance and all fidelity bonds held by or applicable to the
Company or any of the Subsidiaries at any time within the past three years,
which schedule sets forth in respect of each such policy the policy name, policy
number, carrier, term, type of coverage, deductible amount or self-insured
retention amount, limits of coverage and annual premium.  Except as
set forth on Schedule
3.14, no event relating to the Company or any of the Subsidiaries has
occurred that will result in a retroactive upward adjustment of premiums under
any such policies or that is likely to result in any prospective upward
adjustment in such premiums.  The insurance currently held by the
Company or any of the Subsidiaries is in such amount and is of such type and
scope as is customary for a company in the industry in which the Company or any
of the Subsidiaries is engaged.  Except as disclosed on Schedule 3.14
attached hereto, there has been no material change in the type of insurance
coverage maintained by the Company or any of the Subsidiaries during the past
five years which has resulted in any period during which the Company or any of
the Subsidiaries had no insurance coverage.  Except as set forth on
Schedule 3.14,
since January 1, 2005, neither the Company nor any Subsidiary has made a
dividend or distribution, or otherwise transferred to its shareholders or
affiliates, any proceeds received by the Company or any of the Subsidiaries as a
result of any claim made under any of the Company’s or any Subsidiary’s
insurance policies, and any proceeds received by the Company or any of the
Subsidiaries as a result of any claims made under any of the Company’s or any
Subsidiary’s insurance policies have been applied and used by the Company or
such Subsidiary for the purpose for which such claims were made. Excluding
insurance policies that have expired and have been replaced, no insurance policy
of the Company or any of the Subsidiaries has been canceled within the last
three years and no threat has been made to cancel any insurance policy of the
Company or any of the Subsidiaries within such period.

     

    
      
        
        

      

      
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    3.15         ERISA Compliance.
Except as set forth in Schedule 3.15
attached hereto, neither the Company nor any Subsidiary maintains or contributes
to any “employee pension benefit plans” (“Pension Plans”), as
such term is defined in Section 3(2) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).  Except
as set forth in Schedule 3.15
attached hereto, neither the Company nor any Subsidiary is subject to liability
for any obligation of any Pension Plan which the Company or any of the
Subsidiaries maintains or formerly maintained or to which the Company or any of
the Subsidiaries contributes or formerly was required to contribute. Neither the
Company, any Subsidiary nor any of the Pension Plans of the Company or any of
the Subsidiaries which are subject to ERISA, or any trusts created thereunder,
or any trustee or administrator thereto, has engaged in, or permitted the assets
of any such plan or trust to be involved in, a “prohibited transaction”, as such
term is defined in Section 4975 of the Code or Sections 406 and 407 of ERISA,
which could subject the Company or any of the Subsidiaries or any of such plans
or any trust to any material tax or penalty on prohibited transactions imposed
by Section 4975 of the Code or which could have a Material Adverse
Effect.  Except as set forth in Schedule 3.15
attached hereto, neither the Company nor any Subsidiary is obligated to provide
any benefit under any of the “employee welfare benefit plans”, as such term is
defined in Section 3(1) of ERISA, which the Company or any of the Subsidiaries
maintains (“Welfare
Plans”), or to which the Company or any of the Subsidiaries is obligated
to contribute, to any retiree from the Company or any of the Subsidiaries,
except to the extent that such benefits may be required by the continuation
coverage provisions of Part 6 of Title I of ERISA and Section 4980B of the
Code.  Each Welfare Plan subject to such continuation coverage
requirements has complied in all material respects with such continuation
coverage requirements.  Except as set forth in Schedule 3.15
attached hereto, neither the Company nor any Subsidiary is, nor has been, a
contributing employer to any “multiemployer plan” (without regard to whether it
was a Pension Plan or a Welfare Plan), as such term is defined in Section 3(37)
or Section 4001(a)(3) of ERISA or to any “multiple employer plan” within the
meaning of Section 413(c) of the Code.  Neither the Company nor any
Subsidiary has withdrawn from such a plan, and is subject to any withdrawal
liability with respect to any such plan. All Welfare Plans, Pension Plans, the
Company and the Subsidiaries have timely complied with the requirements of Part
I of Title I of ERISA and currently comply and have complied in the past, both
as to form and operation, with ERISA, the Code and all other applicable laws,
and with all applicable Statements of Financial Accounting Standards, including
Statements 87 and 106.

     

    
      
        
        

      

      
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    3.16         Contracts and
Agreements.  (a) Except as described on Schedule 3.16,
neither the Company nor any Subsidiary is a party to any written or
oral:

     

    (i)           agreement,
contract or commitment for the future purchase of, or payment for, supplies or
products, or for the performance of services by a third party which supplies,
products or services involving in any one case $1,000 or more;

    


    (ii)          agreement,
contract or commitment to sell or supply products or to perform services
involving in any one case $1,000 or more;

    


    (iii)         agreement,
contract or commitment continuing over a period of more than six months from the
date hereof or exceeding $1,000 in value;

    


    (iv)         distribution,
dealer, representative or sales agency agreement, contract or
commitment;

    


    
      (v)          lease
under which the Company or any of the Subsidiaries is either lessor or
lessee;

    

    


    
      (vi)         note,
debenture, bond, equipment trust agreement, letter of credit agreement, loan
agreement or other contract or commitment for the borrowing or lending of money
or agreement or arrangement for a line of credit or guarantee, pledge or
undertaking of the indebtedness of any other Person;

    

    


    
      (vii)        agreement,
contract or commitment for any charitable or political
contribution;

    

    


    
      (viii)       commitment
or agreement for any capital expenditure or leasehold improvement in excess of
$1,000;

    

    


    
      (ix)          agreement,
contract or commitment limiting or restraining the Company or any of the
Subsidiaries or successor thereto from engaging or competing in any manner or in
any business, nor, to the Company’s knowledge, is any employee of the Company or
any of the Subsidiaries subject to any such agreement, contract or
commitment;

    

    


    
      (x)        
  license,
franchise, distributorship or other agreement which relates in whole or in part
to any software, patent, trademark, trade name, service mark or copyright or to
any ideas, technical assistance or other know-how of or used by the Company or
any of the Subsidiaries; or

    

    


    
      (xi)          material
agreement, contract or commitment not made in the ordinary course of
business.

    

     

    
      
        
        

      

      
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    (b)           Each
of the agreements, contracts, commitments, leases, plans and other instruments,
documents and undertakings listed or required to be listed on Schedule 3.16,
or not required to be listed therein because of the amount thereof, is valid and
enforceable in accordance with its terms; the Company and each Subsidiary is,
and to the Company’s knowledge all other parties thereto are, in compliance with
the provisions thereof; neither the Company nor any Subsidiary is, and to the
Company’s knowledge no other party thereto is, in default in the performance,
observance or fulfillment of any obligation, covenant or condition contained
therein; and no event has occurred which with or without the giving of notice or
lapse of time, or both, would constitute a default
thereunder.  Furthermore, no such agreement, contract, commitment,
lease, plan or other instrument, document or undertaking, in the reasonable
opinion of the Company, contains any contractual requirement with which there is
a reasonable likelihood the Company or any of the Subsidiaries or any other
party thereto will be unable to comply.  Except as listed on Schedule 3.16, no
written or oral agreement, contract or commitment described or required to be
described on Schedule
3.16 requires the consent of any party to its assignment in connection
with the transactions contemplated hereby.  Except as set forth on
Schedule 3.16,
each lease to which the Company is lessee that is listed or required to be
listed on Schedule 3.16
may be unilaterally terminated by the Company, without the consent of the other
parties thereto, upon no more than 30 days’ prior notice.

    


    (c)           Neither
the Company nor Seller is aware of any facts, developments or circumstances
which could result in any material adverse change in or to any of the provisions
of the agreements or contracts listed or required to be listed on Schedule 3.16.

    


    3.17         Claims and
Proceedings.

    


    (a)           Attached
hereto as Schedule
3.17(a) is a list and description of all claims, actions, suits,
proceedings and investigations pending or threatened against the Company or any
of the Subsidiaries or any of its respective properties or assets, at law or in
equity, or before or by any court, municipal or other governmental department,
commission, board, agency or instrumentality.

    


    (b)           Except
as set forth on Schedule 3.17(b)
attached hereto, none of such pending or threatened claims, actions, suits,
proceedings or investigations set forth on Schedule 3.17(a) will
result in any liability or loss to the Company or any of the Subsidiaries which
(individually or in the aggregate) could result in a Material Adverse Effect,
and neither the Company nor any Subsidiary is now subject to any order,
judgment, decree, stipulation or consent of any Governmental
Entity.  No inquiry, action or proceeding has been asserted,
instituted or, to the best knowledge of the Company, threatened to restrain or
prohibit the carrying out of the transactions contemplated by this Agreement or
to challenge the validity of such transactions or any part thereof or seeking
damages on account thereof.  To the best knowledge of Seller and the
Company, there is no basis for any such valid claim or action or any other
claims or actions that would, or could reasonably be expected to (individually
or in the aggregate), have a Material Adverse Effect or result in a material
liability of the Company or any of the Subsidiaries.

     

    
      
        
        

      

      
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    3.18         Taxes.  All
federal, foreign, state, county and local income, gross receipts, excise,
franchise, license and withholding taxes owed by the Company or any of the
Subsidiaries (collectively, “Taxes”) have been
paid or are reserved for on the balance sheet contained in the Interim Financial
Statements.  All returns, reports and declarations of estimated tax
(collectively, “Returns”) which were
originally due to be filed by the Company or any of the Subsidiaries on or
before the date hereof have been filed within the time and in the manner
provided by law, and all such Returns are true and correct and accurately
reflect the Taxes owed by the Company or any of the Subsidiaries.  All
Taxes, assessments, penalties and interest that have become due pursuant to such
Returns have been paid or adequately accrued in the Interim Financial
Statements.  All ad valorem or property taxes that have been assessed
have also been paid or adequately accrued in the Interim Financial
Statements.  Sales and use taxes have been paid, and all returns and
reports made with respect thereto, in all jurisdictions where the Company or any
of the Subsidiaries has offices or maintains operations and in other
jurisdictions where taxing authorities have required such payments, returns or
reports.  The provisions for Taxes, including ad valorem, property,
sales and use taxes (collectively, “Other Taxes”),
reflected on the balance sheet contained in the Interim Financial Statements are
adequate to cover all of the Company’s and the Subsidiaries’ estimated
liabilities for Taxes and Other Taxes for the respective periods then ended and
all prior periods.  Except as set forth on Schedule 3.18
attached hereto, neither the Company nor any Subsidiary has executed any
presently effective waiver or extension of any statute of limitations against
assessment and collection of Taxes or Other Taxes.  There are no
pending or threatened claims, assessments, notices, proposals to assess,
deficiencies or audits (collectively, “Tax Actions”) with
respect to any Taxes or Other Taxes owed or allegedly owed by the Company or any
of the Subsidiaries.  To the knowledge of the Company and Seller,
there is no basis for any Tax Actions.  There are no tax liens on any
of the assets of the Company or any of the Subsidiaries.  Proper and
accurate amounts have been withheld and remitted by the Company and the
Subsidiaries from and in respect of all Persons from whom they are required by
applicable law to withhold for all periods in compliance with the tax
withholding provisions of all applicable laws and regulations.  Except
as set forth on Schedule 3.18
attached hereto, neither the Company nor any Subsidiary has made an election to
be taxed under Subchapter S of the Code.  The Company and each
Subsidiary utilizes the accrual method of accounting for federal income tax
purposes.

    


    3.19         Personnel.  Attached
hereto as Schedule
3.19 is a list of the names and annual rates of compensation of the
directors and officers of the Company and each Subsidiary, and of the employees
of the Company and each Subsidiary whose annual rates of compensation during the
calendar year ending December 31, 2009 (including base salary, bonus,
commissions and incentive pay) exceeded $45,000. Schedule 3.19
attached hereto also sets forth the bonus, company automobile, club membership
and other like benefits, if any, paid or payable to the directors, officers and
employees of the Company and each Subsidiary during the Company’s 2009 fiscal
year and, to the date hereof, which such directors, officers and employees are
entitled to receive benefits.  Schedule 3.19
attached hereto also contains a list of all employment agreements, deferred
compensation agreements, consulting agreements and confidentiality agreements to
which the Company or any of the Subsidiaries is a party, and all severance
benefits which any director, officer, consultant or employee of the Company or
any of the Subsidiaries is or may be entitled to receive.  The
employee relations of the Company and the Subsidiaries are good and there is no
pending or threatened labor dispute or union organization
campaign.  Except as set forth on Schedule 3.19
attached hereto, none of the employees of the Company or any of the Subsidiaries
are represented by any labor union or organization.  The Company and
each Subsidiary is in compliance in all material respects with all federal and
state laws respecting employment and employment practices, terms and conditions
of employment and wages and hours and is not engaged in any unfair labor
practices. There is no unfair labor practice claim against the Company or any of
the Subsidiaries before the National Mediation Board or any strike, labor
dispute, work slowdown or work stoppage pending or threatened against or
involving the Company or any of the Subsidiaries.

     

    
      
        
        

      

      
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    3.20         Business
Relations.  The Company does not know, nor does it have any
reason to believe, that any customer or vendor of the Company or any of the
Subsidiaries will, as a result of the actions contemplated hereby, cease to do
business with the Company or any of the Subsidiaries after the consummation of
the transactions contemplated hereby in the same manner as previously conducted
with the Company or any of the Subsidiaries.  Except as set forth on
Schedule 3.20
attached hereto, neither the Company nor any Subsidiary has received notice from
any of its customers or vendors that any such customer or vendor will, for any
reason, cease to do business with the Company or any of the Subsidiaries after
the date hereof in the same manner as previously conducted with the Company or
any of the Subsidiaries.  Neither the Company nor any Subsidiary has
received any notice of any disruption (including delayed deliveries or
allocations by vendors) in the availability of the materials or products used by
the Company or any of the Subsidiaries, nor is the Company aware of any facts
that could lead it to believe that the business of the Company or any of the
Subsidiaries will be subject to any such material disruption.

    


    3.21         Accounts
Receivable.  Except as set forth on Schedule 3.21
attached hereto, all of the accounts, notes and loans receivable that have been
recorded on the books of the Company or any of the Subsidiaries are bona fide
and represent amounts validly due. All of such accounts, notes and loans
receivable are free and clear of any Liens or charges; none of such accounts,
notes or loans receivable are subject to any offsets or claims of offset; and no
obligor of any such account, note or loan receivable exceeding $1,000 has given
notice that it will or may refuse to pay the full amount thereof or any portion
thereof.

    


    3.22         Bank
Accounts.  Attached hereto as Schedule 3.22 is a
list of all banks or other financial institutions with which the Company or any
of the Subsidiaries has an account or maintains a safe deposit box, showing the
type and account number of each such account and safe deposit box and the names
of the Persons authorized as signatories thereon or to act or deal in connection
therewith.

    


    3.23         Agents.  Except
as set forth on Schedule 3.23
attached hereto, neither the Company nor any Subsidiary has designated or
appointed any Person to act for it or on its behalf pursuant to any power of
attorney or any agency that is presently in effect.

     

    
      
        
        

      

      
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    3.24         Indebtedness To and From
Officers, Directors, Shareholders and Employees.  Except as set
forth on Schedule
3.24 attached hereto, neither the Company nor any Subsidiary owes any
indebtedness to any of its officers, directors, shareholders or employees (other
than accrued salaries or benefits payable in the ordinary course of business) or
has indebtedness owed to it from any of its officers, directors, shareholders or
employees, excluding indebtedness for reasonable travel advances or similar
advances for expenses incurred on behalf of and in the ordinary course of
business of the Company or the Subsidiaries and consistent with the Company’s
and each Subsidiary’s past practices.

    


    3.25         Certain
Consents.  Except as set forth on Schedule 3.25
attached hereto, there are no consents, waivers or approvals required to be
executed and/or obtained from third parties in connection with the execution,
delivery and performance by the Company or Seller of this Agreement and each
other agreement, instrument and document required to be executed by such party
in connection herewith, and the actions contemplated hereby or
thereby.

    


    3.26         Brokers.  Except
as set forth on Schedule 3.26
attached hereto, none of Seller, the Company or any Subsidiary has engaged, or
caused any liability to be incurred to, any finder, broker or sales agent in
connection with the execution, delivery or performance of this Agreement or the
transactions contemplated hereby.

    


    3.27         Interest in Competitors,
Vendors and Customers.  Except as set forth on Schedule 3.27
attached hereto, no officer or director of the Company or any of the
Subsidiaries or any affiliate of any such officer or director has any ownership
interest in any competitor, vendor or customer of the Company or any of the
Subsidiaries or any property used in the operation of the business of the
Company or any of the Subsidiaries.

    


    3.28         Inventory.  Except
as set forth on Schedule 3.28
attached hereto, the inventories shown on the balance sheet contained in the
Interim Financial Statements consist of (and the inventories of the Company and
the Subsidiaries on the Closing Date shall consist of) items of a quality and
quantity reasonably usable or saleable in the ordinary course of business by the
Company or the Subsidiaries.

    


    3.29         Product and Service
Warranties.  All products manufactured, sold or distributed by
the Company or any of its Subsidiaries and all services rendered by the Company
or any of its Subsidiaries have been in conformity in all material respects with
all contractual commitments and all express and, to Seller’s knowledge, implied
warranties, and neither the Company nor any of its Subsidiaries has any
liability (and, to Seller’s knowledge, there is no reasonable basis for any
present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim or demand against the Company giving rise to any such
liability) for curing or providing additional services or replacement products
or other damages in connection therewith in excess of the warranty reserves set
forth in the aggregate on the balance sheet included in the Interim Financial
Statements.  No products manufactured, sold or distributed by the
Company or any of its Subsidiaries and no services rendered by the Company or
any of its Subsidiaries are subject to any guaranty, warranty or other indemnity
beyond the applicable standard terms and conditions of such sale (including as a
result of any course of conduct between the Company or any of its Subsidiaries
and any Person or as a result of any statements in any of the Company’s or any
of its Subsidiaries’ product or service or promotional literature).

     

    
      
        
        

      

      
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    3.30         Customers and
Vendors.  Schedule 3.30
attached hereto contains a true, correct and complete list of (a) the ten (10)
largest customers (measured in dollar volume) of the Company and the
Subsidiaries during the fiscal years ended December 31, 2008, and December 31,
2009, (b) the ten (10) largest vendors (measured in dollar volume) of the
Company and the Subsidiaries during the fiscal years ended December 31, 2008,
and December 31, 2009, and (c) with respect to each such customer and vendor,
the name and address thereof, dollar volume involved and nature of the
relationship (including the principal categories of products or services bought
and sold).

    


    3.31         Information
Furnished.  Seller and the Company have made available to Buyer
and its officers, attorneys, accountants and representatives true and correct
copies of all agreements, documents and other items listed on the schedules to
this Agreement and all books and records of the Company and the Subsidiaries,
and neither this Agreement, the Schedules attached hereto nor any information,
agreements or documents delivered to or made available to Buyer or its officers,
attorneys, accountants or representatives pursuant to this Agreement or
otherwise (including, without limitation, that certain Confidential Offering
Memorandum with respect to the Company furnished by Washington Partners, Inc.)
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements herein or therein, as the case may be, not
misleading.

     

    ARTICLE
4

    


    ADDITIONAL REPRESENTATIONS
AND WARRANTIES OF SELLER

    


    Seller further represents and warrants
to Buyer as follows (with the understanding that Buyer is relying materially on
each such representation and warranty in entering into and performing this
Agreement):

    


    4.1           Ownership of Purchased
Shares; No Liens.  Seller owns of record and beneficially the
Purchased Shares.  None of the Purchased Shares was issued or will be
transferred under this Agreement in violation of any preemptive or preferential
rights of any Person.  Except as set forth on Schedule 4.1
attached hereto and except for restrictions on transfer imposed by federal and
state securities laws, Seller is the true and lawful owner, of record and
beneficially, of the Purchased Shares, free and clear of any Liens; none of the
Purchased Shares owned by Seller are subject to any outstanding options,
warrants, calls or similar rights of any other Person to acquire the same; none
of the Purchased Shares owned by Seller is subject to any restrictions on
transfer thereof; and Seller has the full power and authority to convey, and
will convey to Buyer at Closing, good and marketable title to the Purchased
Shares, free and clear of any Liens.

    


    4.2           Tax Status of
Seller.  Seller is not a foreign Person, and no Tax is required
to be withheld from Seller pursuant to Section 1445 of the Code as a result of
any of the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
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    4.3          Representations Regarding
the Acquisition of the SSGI Shares.

    


    (a)           Purchase Entirely for Own
Account. This Agreement is made with Seller in reliance upon Seller’s
representation to Buyer, which by Seller’s execution of this Agreement Seller
hereby confirms, that the SSGI Shares to be received by Seller hereunder will be
acquired for investment for Seller’s own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof, and that
Seller has no present intention of selling, granting any participation in or
otherwise distributing the same. Seller further represents that Seller does not
have any contract, undertaking, agreement or arrangement with any Person to
sell, transfer or grant participations to such Person or to any third Person
with respect to the SSGI Shares.

    


    (b)           Sophistication; Accredited
Investor Status. Seller is a Person who either alone or with his
purchaser representative(s) has sufficient knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks of an
investment in Buyer.  Seller is an “accredited investor” within the
meaning of Regulation D promulgated under the Securities Act.

    


    (c)           Speculative
Investment. Seller understands the speculative nature and risk of an
investment in Buyer and confirms that he is able to bear the risk of the
investment, and that there may not be any viable public market for the SSGI
Shares received hereunder.

    


    (d)           No Coercion or
Solicitation. Seller has freely entered into this Agreement and has been
subject to neither pressure to make a hasty or uninformed decision to enter into
this Agreement nor solicitation to receive the SSGI Shares.

    


    (e)           Transfer
Restrictions. Except pursuant to the Registration Rights Agreement (as
hereinafter defined), Buyer is not under an obligation to register or seek an
exemption under any federal and/or state securities acts for any sale or
transfer of the SSGI Shares by Seller, and Seller hereby acknowledges that the
SSGI Shares constitute restricted securities as that term is defined in Rule 144
under the Securities Act and that the SSGI Shares may not be sold, transferred,
assigned or hypothecated unless there is an effective registration statement
under the Securities Act covering the SSGI Shares, the sale is made in
accordance with Rule 144 under the Securities Act, or Buyer receives an opinion
of counsel of Seller reasonably satisfactory to Buyer, stating that such sale,
transfer, assignment or hypothecation is exempt from the registration and
prospectus delivery requirements of the Securities Act.  Without
limiting the generality of the foregoing, Seller acknowledges that Buyer is a
“former shell company”.  As such, sales of the SSGI Shares cannot be
made under Rule 144 unless certain conditions are met, including, without
limitation, the following:  (i) Buyer has filed all reports and other
materials required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, as applicable, during the 12 months preceding the sale
(other than Form 8-K reports); and (ii) one year has elapsed since Buyer has
filed current “Form 10 information” with the Securities and Exchange Commission
reflecting its status as an entity that is no longer a shell
company.  Buyer filed such Form 10 information with the Securities and
Exchange Commission on December 9, 2009.  In addition, Buyer did not
timely file with the Securities and Exchange Commission its Form 10-K for the
period ended December 31, 2009. Therefore, sales of the SSGI Shares under
Rule 144 cannot be made until at least 12 months following the date that Buyer
files such Form 10-K with the Securities and Exchange Commission.

     

    
      
        
        

      

      
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    (f)           Disclosure of
Information.  Seller has received all the information it
considers necessary or appropriate for deciding whether to receive the SSGI
Shares hereunder. Seller further represents that he has had the opportunity to
ask questions of Buyer and receive answers from Buyer, to the extent that Buyer
possessed such information or could acquire it without unreasonable effort or
expense, necessary to evaluate the merits and risks of any investment in
Buyer.  Further, Seller has been given an opportunity to question the
appropriate executive officers of Buyer.

    


    (g)           Legends. It is
understood that the certificates evidencing the SSGI Shares will bear the legend
set forth below (or a similar legend):

    


    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER
JURISDICTION.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

    


    The
legend set forth above shall be removed by Buyer from any certificate evidencing
the SSGI Shares upon delivery to Buyer of an opinion by counsel, reasonably
satisfactory to Buyer, that a registration statement under the Securities Act is
at that time in effect with respect to the legended security or that such
security can be freely transferred in a public sale without such a registration
statement being in effect and that such transfer will not jeopardize the
exemption or exemptions from registration pursuant to which Buyer issued the
SSGI Shares.

     

    
      
        
        

      

      
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    ARTICLE
5

    


    COVENANTS

    


    5.1           Inspection.  From
and after the date hereof and until the Closing, Seller shall give and cause the
Company and each Subsidiary to give to Buyer and its officers, attorneys,
accountants and representatives free, full and complete access on reasonable
notice during reasonable business hours to all books, records, tax returns,
files, correspondence, personnel, facilities and properties of the Company and
the Subsidiaries; provide Buyer and its officers, attorneys, accountants and
representatives all information and material pertaining to the business and
affairs of the Company and the Subsidiaries as Buyer may deem reasonably
necessary or appropriate; and use their reasonable efforts to afford Buyer and
its officers, attorneys, accountants and representatives the opportunity to meet
with the customers, employees and vendors of the Company and the Subsidiaries to
discuss the business, condition (financial or otherwise), operations and
prospects of the Company and the Subsidiaries.  At the Closing, Seller
shall deliver to Buyer the originals of all minute books and stock transfer
records of the Company and the Subsidiaries.  Any investigation by
Buyer or its officers, attorneys, accountants or representatives shall not in
any manner affect the representations and warranties of Seller and the Company
contained herein.

    


    5.2           Compliance by the Company
and Seller.  From the date hereof to the Closing, neither
Seller nor the Company shall take or fail to take any action, which action or
failure to take such action would intentionally cause the representations and
warranties made by Seller and the Company herein to be untrue or incorrect as of
the Closing.

    


    5.3           Satisfaction of All
Conditions Precedent to the Obligations of Buyer.  From the
date hereof to the Closing, Seller and the Company shall use such party’s best
efforts to cause all conditions precedent to the obligations of Buyer hereunder
to be satisfied by the Closing.

    


    5.4           No
Solicitation.  From the date hereof to the Closing, neither the
Company nor Seller shall offer any of the Purchased Shares, the Company or any
Subsidiary (or a material part of its assets in one transaction or a series of
transactions), or any of the Real Property for sale or lease, or solicit offers
to buy or lease the Purchased Shares, the Company or any Subsidiary (or a
material part of its assets in one action or in a series of related
transactions), or any of the Real Property, or hold discussions with or provide
any information to any party (other than Buyer) looking toward such an offer or
solicitation or toward a merger, share exchange, consolidation or combination of
the Company or any Subsidiary with or into another entity or any similar action.
From the date hereof to the Closing, Seller shall not, and shall not allow the
Company or any Subsidiary to, enter into any agreement with any party other than
Buyer with respect to the sale, lease or other disposition of either the capital
stock or the assets (including, without limitation, the Real Property) of the
Company or any Subsidiary or with respect to any merger, share exchange,
consolidation, combination or similar action involving the Company or any
Subsidiary.

    


    5.5           Notice of
Developments.  From the date hereof to the Closing, Seller and
the Company shall notify Buyer of any changes or developments with respect to
the business, operations or prospects of the Company or any of the Subsidiaries
which could result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    5.6           Notice by Seller and the
Company of Breach.  From the date hereof to the Closing, Seller
and the Company shall, immediately upon becoming aware thereof, give detailed
written notice to Buyer of the occurrence of, or the impending or threatened
occurrence of, any event which would cause or constitute a breach, or would have
caused or constituted a breach had such event occurred or been known to Seller
or the Company prior to the date of this Agreement, of any of their covenants,
agreements, representations or warranties contained or referred to herein or in
any document delivered in accordance with the terms hereof.

    


    5.7           Notice by Seller and the
Company of Litigation.  From the date hereof to the Closing,
immediately upon becoming aware thereof, Seller and the Company shall notify
Buyer of (a) any suit, action or proceeding to which the Company or any of the
Subsidiaries becomes a party or which is threatened against the Company or any
of the Subsidiaries, (b) any order or decree or any complaint praying for an
order or decree restraining or enjoining the consummation of this Agreement or
the actions contemplated hereby, or (c) any notice from any tribunal of its
intention to institute an investigation into, or to institute a suit or
proceeding to restrain or enjoin the consummation of, this Agreement or the
transactions contemplated hereby or to nullify or render ineffective this
Agreement or such actions if consummated.

    


    5.8           Continuation of Insurance
Coverage.  From the date hereof to the Closing, Seller shall
cause the Company and each Subsidiary to keep in full force and effect insurance
coverage for the Company and each such Subsidiary and its assets and operations
comparable in amount and scope to the coverage now maintained covering the
Company or each such Subsidiary and its assets and operations.

    


    5.9           Maintenance of Credit
Terms.  From the date hereof to the Closing, Seller shall cause
the Company and each Subsidiary to continue to effect sales of its products and
services only on the terms that have historically been offered by the Company or
such Subsidiary or on such other terms as market conditions may dictate
consistent with commercially reasonable practices.

    


    5.10         Updating
Schedules.  From time to time prior to the Closing, the Company
and Seller shall supplement or amend the Schedules delivered in connection
herewith with respect to any matter which exists or occurs after the date of
this Agreement and which, if existing or occurring at or prior to the date of
this Agreement, would have been required to be set forth or described in such
Schedules or which is necessary to correct any information in such Schedules
which has been rendered inaccurate thereby; provided, however, that none of
such supplements or amendments shall be deemed to modify, amend or supplement
the representations and warranties of the Company and Seller or the Schedules
hereto for any purposes of this Agreement.

     

    
      
        
        

      

      
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    5.11         Financial
Statements.  Until the Closing, as soon as available, and in
any event within 20 days after the end of each calendar month after March 31,
2010, the Company shall furnish to Buyer an unaudited consolidated balance sheet
as of the last day of such month, and related consolidated statements of income,
stockholders’ equity and cash flows of the Company and the Subsidiaries for such
month, prepared in accordance with generally accepted accounting principles
applied in the preparation of the Reviewed Financial Statements (except for the
absence of notes to such financial statements and subject to normal year end
adjustments and accruals required to be made in the ordinary course of business
which are not expected to be materially adverse and are consistent with past
practices).  Such monthly financial statements shall fairly present
the consolidated financial position, results of operations and changes in
financial position of the Company and the Subsidiaries as of the indicated dates
and for the indicated periods and shall be accompanied by a certificate from the
Company’s principal accounting officer stating that such financial statements
are in compliance with generally accepted accounting principles as applied in
the preparation of the Reviewed Financial Statements (except for the absence of
notes to such monthly financial statements and subject to normal year end
adjustments and accruals required to be made in the ordinary course of business
which are not expected to be materially adverse and are consistent with past
practices).

    


    5.12         Interim Operations of the
Company and the Subsidiaries.

    


    (a)          From
the date hereof to the Closing, Seller shall cause the Company and each
Subsidiary to conduct its business only in the ordinary course consistent with
past practices, and neither the Company nor any Subsidiary shall, unless Buyer
gives its prior written approval:

    


    
      (i)          
amend or
otherwise change its certificate or articles of incorporation or by-laws, as
each such document is in effect on the date hereof;

    

    


    
      (ii)         
issue or
sell, or authorize for issuance or sale, additional shares of any class of
capital stock or issue, grant or enter into any subscription, option, warrant,
right, convertible security or other agreement or commitment of any character
obligating the Company or any Subsidiary to issue securities;

    

    


    
      (iii)         declare,
set aside, make or pay any dividend or other distribution with respect to its
capital stock;

    

    


    
      (iv)         redeem,
purchase or otherwise acquire, directly or indirectly, any of its capital
stock;

    

    


    
      (v)         
authorize
any capital expenditures or sell, pledge, dispose of or encumber, or agree to
sell, pledge, dispose of or encumber, any assets of the Company or any of the
Subsidiaries except for sales of assets in the ordinary course of
business;

    

    


    
      (vi)         acquire
(by merger, share exchange, consolidation, combination or acquisition of stock
or assets) any corporation, limited liability company, partnership or other
business organization or division thereof or enter into any contract, agreement,
commitment or arrangement with respect to any of the
foregoing;

    

     

    
      
        
        

      

      
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      (vii)        incur any
indebtedness for borrowed money (other than pursuant to credit, loan or other
financing agreements, facilities or arrangements in effect on the date hereof
and listed on Schedule
3.16), issue any debt securities or enter into or modify any contract,
agreement, lease, commitment or arrangement with respect
thereto;

    

    


    
      (viii)       enter
into any new material contract, agreement, lease or commitment, or amend or
terminate any existing contract, agreement, lease or
commitment;

    

    


    
      (ix)         enter
into, amend or terminate any employment or consulting agreement with any
director, officer, consultant or key employee of the Company or any of the
Subsidiaries, enter into, amend or terminate any employment agreement with any
other Person otherwise than in the ordinary course of business, or take any
action with respect to the grant or payment of any severance or termination pay
other than pursuant to policies or agreements of the Company or any of the
Subsidiaries in effect on the date hereof;

    

    


    
      (x)          
enter
into, extend or renew any lease for equipment, office space or other
space;

    

    


    
      (xi)        
except as
required by law, adopt, amend or terminate any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, agreement, trust, fund or arrangement
for the benefit or welfare of any officer or employee of the Company or any of
the Subsidiaries, or withdraw from any multi-employer plan so as to create any
liability under Article IV of ERISA to any entity;

    

    


    
      (xii)         grant any
increase in compensation, or grant or make any bonus or other compensatory
payments, to any director, officer or consultant of the Company or any of the
Subsidiaries;

    

    


    
      (xiii)        grant any
increase in compensation to any other employee of the Company or any of the
Subsidiaries except in the ordinary course of business consistent with past
practice; or

    

    


    
      (xiv)   
    change
its accounting practices or principles.

    

    


    (b)          From
the date hereof to the Closing, Seller shall cause the Company and each
Subsidiary to use its best efforts to preserve intact the business organization
of the Company and each such Subsidiary, to keep available in all material
respects the services of their present officers and key employees, to preserve
intact their banking relationships and credit facilities, to preserve intact
their relationships with their customers and vendors, to preserve the goodwill
of those having business relationships with them, and to comply with all
applicable laws.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    5.13         Resignations of
Directors.  Seller shall cause all directors and officers of
the Company and the Subsidiaries (except for Phillip A. Lee, William H. Denmark
and Evan D. Finch) to deliver their written resignations to Buyer, which
resignations shall be effective at or before the Closing and shall be in form
and substance satisfactory to Buyer.  Each such resignation shall
state that neither the Company nor any Subsidiary is in any way indebted or
obligated to the resigning party for termination pay, loans, advances or
otherwise.

    


    5.14         Licenses.  From
the date hereof until the fifth (5th)
anniversary of the Closing Date, Seller shall (a) keep active, and in good
standing and in full force and effect, all licenses, certificates and permits
held by Seller that relate or are beneficial to the business of the Company or
any of the Subsidiaries, (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.

    


    5.15         Audit
Rights.  Buyer and the Company agree that, on reasonable notice
during regular business hours, they will permit an independent certified public
accountant or knowledgeable auditor, to have access to the Company’s records
pertaining to the Gross Profit generated by the work reflected in the Closing
WIP Schedule, and to audit and verify the accuracy of the information submitted
by Buyer and the Company pursuant to this Agreement.  Such independent
certified public accountant or knowledgeable auditor will report to Buyer,
Seller and the Company its conclusions regarding the accuracy of submitted
statements of Gross Profit and the underlying basis for the conclusions, and any
information obtained from an audit will be kept confidential and used only for
the purpose of determining the accuracy of such Gross Profit statements and for
enforcing payment of amounts due and payable to Seller.  Only one such
audit will be made in any one calendar quarter.  The costs of any such
audit will be paid by Seller.

    5.16.        The Company’s Line of
Credit.  Until such time as Seller is no longer a guarantor of,
or otherwise personally liable for, the indebtedness outstanding under the
Company’s line of credit facility (which is currently provided by Wachovia Bank)
(the “LOC
Facility”), the Company shall not, and Buyer shall not permit the Company
to, do any of the following unless Seller gives his prior written
approval:  (a) make draws or other borrowings under the LOC Facility;
(b) have outstanding indebtedness under the LOC Facility in excess of $750,000;
or (c) use the Company’s life insurance policy on the life of Bobby L. Moore,
Sr., for any purpose other than as collateral to secure the indebtedness
outstanding under the LOC Facility.

     

    ARTICLE
6

    


    CONDITIONS TO
CLOSING

    


    6.1           Conditions to Obligations of
Buyer.  The obligations of Buyer to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, or written waiver
by Buyer, of each of the following conditions:

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    (a)          The
representations and warranties of Seller and the Company contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of the Closing Date; Seller and the Company shall have
performed and complied in all material respects with all agreements required by
this Agreement to be performed or complied with by Seller and the Company at or
prior to the Closing Date; and Buyer shall have received a certificate, dated as
of the Closing Date, signed by Seller and the Chief Executive Officer of the
Company to the foregoing effects;

    


    (b)          No
action or proceeding shall have been instituted or threatened for the purpose or
with the probable or reasonably likely effect of enjoining or preventing the
consummation of this Agreement or seeking damages on account
thereof;

    


    (c)          Buyer
shall have received an opinion of Fee & Jeffries, P.A., counsel for the
Company and Seller, dated as of the Closing Date, in the form attached hereto as
Exhibit
C;

    


    (d)          Seller
shall have executed and delivered to Buyer the Consulting Agreement (herein so
called) in the form attached hereto as Exhibit
D;

    


    (e)          Seller
shall have executed and delivered to Buyer the Non-Competition and
Non-Solicitation Agreement (herein so called) in the form attached hereto as
Exhibit
E;

    


    (f)           Prior
to the Closing, there shall not have occurred any material casualty or damage
(whether or not insured) to any facility, property or equipment owned or used by
the Company or any of its Subsidiaries; there shall have been no material
adverse change in the financial condition, business, prospects, properties,
results of operations, cash flow or capital expenditures of the Company or any
of its Subsidiaries since March 31, 2010; and the business of the Company and
each such Subsidiary shall have been conducted only in the ordinary course
consistent with past practices;

    


    (g)          Buyer
shall have received the minute books and stock transfer records contemplated by
Section 5.1 hereof and the resignations contemplated by Section 5.13
hereof;

    


    (h)          All
consents and approvals required in connection with the execution, delivery and
performance of this Agreement shall have been obtained;

    


    (i)           All
necessary action (corporate or otherwise) shall have been taken by Seller and
the Company to authorize, approve and adopt this Agreement and the consummation
and performance of the transactions contemplated hereby, and Buyer shall have
received a certificate, dated as of the Closing Date, of the Chief Executive
Officer of the Company to the foregoing effect;


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    


    (j)           Buyer
shall have received from Seller or his duly appointed agent and attorney-in-fact
the stock certificate or certificates representing all of the Purchased Shares
owned by Seller accompanied by stock powers duly executed in blank;

    


    (k)          Buyer
shall have acquired all of the Common Shares not owned by Seller on terms and
conditions satisfactory to Buyer in its sole and absolute
discretion;

    


    (l)           All
treasury stock of the Company shall have been cancelled;

    


    (m)         The
Company’s election to be taxed as an S corporation shall have been
revoked;

    


    (n)    
     Buyer shall have received a letter from CNA
insurance Co., addressed to both the Company and Buyer, confirming that the
Company’s performance bond shall remain in full force and effect following the
Closing;

    


    (o)          Each
of Seller and the Company shall have executed and delivered each agreement,
instrument and document required to be executed by such party in connection
herewith; and

    


    (p)          Seller
and the Company shall have delivered to Buyer such good standing certificates,
officers’ certificates and similar documents and certificates as counsel for
Buyer shall have reasonably requested prior to the Closing Date.

    


    The
decision of Buyer to consummate the transactions contemplated by this Agreement
without the satisfaction of any of the preceding conditions shall not constitute
a waiver of any of Seller’s and/or the Company’s representations, warranties,
covenants or indemnities herein.

    


    6.2          Conditions to Obligations of
Seller and the Company.  The respective obligations of Seller
and the Company to consummate the transactions contemplated by this Agreement
are subject to the fulfillment, or written waiver by Seller and the Company, of
each of the following conditions:

    


    (a)          Buyer’s
representations and warranties contained in this Agreement shall be true and
correct in all material respects at and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
the Closing Date; all agreements to be performed hereunder by Buyer at or prior
to the Closing Date shall have been performed in all material respects; and
Seller and the Company shall have received a certificate, dated as of the
Closing Date, signed by the Chief Executive Officer of Buyer to the foregoing
effects;

    


    (b)          Buyer
shall have delivered to Seller $300,000 of the Cash Consideration, the
Promissory Note and SSGI Shares;

    


    (c)          All
consents and approvals required in connection with the execution, delivery and
performance of this Agreement shall have been obtained;


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    (d)          All
necessary action (corporate or otherwise) shall have been taken by Buyer to
authorize, approve and adopt this Agreement and the consummation and performance
of the transactions contemplated hereby, and Seller shall have received a
certificate, dated as of the Closing Date, of the Chief Executive Officer of
Buyer to the foregoing effect;

    


    (e)          Buyer
shall have executed and delivered to Seller the Consulting Agreement in the form
attached hereto as Exhibit
D;

    


    (f)           Buyer
shall have executed and delivered to Seller the Registration Rights Agreement
(herein so called) in the form attached hereto as Exhibit
F;

    


    (g)          Buyer
shall have executed and delivered to Seller the Pledge Agreement (herein so
called) in the form attached hereto as Exhibit
B.

    


    (h)    
     Buyer shall have executed and delivered each other
agreement, instrument and document required to be executed by Buyer in
connection herewith, including; and

    


    (i)           Buyer
shall have delivered to Seller such good standing certificates, officers’
certificates and similar documents and certificates as counsel for Seller shall
have reasonably requested prior to the Closing Date.

    


    ARTICLE
7

    


    TERMINATION

    


    7.1         Termination.  Notwithstanding
anything contained in this Agreement to the contrary, this Agreement may be
terminated prior to the Closing, if the party seeking to terminate is not then
in material default or breach of this Agreement, as follows:

    


    (a)          By
the mutual written consent of Buyer and Seller;

    


    (b)          By
either Buyer or Seller if the Closing shall not have occurred on or before May
28, 2010;

    


    (c)          By
either Buyer or Seller if, prior to the Closing Date, in the case of Buyer,
either Seller or the Company, or in the case of Seller, Buyer, is in material
breach of any representation, warranty, covenant or agreement herein contained
and such breach shall not be cured within fifteen (15) days of the date of
notice of default delivered by the party claiming such material default,
provided that such terminating party shall not also be in material breach of
this Agreement at the time such notice of default is delivered;
or


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    (d)   
      By either Buyer or Seller if there shall
have been entered a final, nonappealable order or injunction of any Governmental
Entity restraining or prohibiting the consummation of the transactions
contemplated hereby or any material part thereof.

    


    7.2          Effect of
Termination.  If this Agreement is terminated pursuant to the
provisions of Section 7.1, all further obligations of each party under this
Agreement shall terminate without further liability of such party; provided, however, that such
termination shall not constitute a waiver by any party of any claim it may have
for specific performance or for damages caused by reason of a breach by any
other party of a representation, warranty, covenant, or agreement contained
herein; and provided further, that, anything herein to the contrary
notwithstanding, the respective rights and obligations of the parties pursuant
to Article 9 hereof shall survive the termination of this
Agreement.

    


    7.3          Waiver.  If
any condition specified in Section 6.1 or Section 6.2 of Buyer, on the one hand,
and Seller, on the other, has not been satisfied, each party, in addition to any
other rights which may be available to he or it, shall have the right to waive
any condition that is for his or its benefit and to require the other party to
proceed with the Closing.

    


    ARTICLE
8

    


    SURVIVAL AND
INDEMNIFICATION

    


    8.1           Survival of Representations,
Warranties and Covenants.

    


    (a)          Except
as to (i) the representations and warranties contained in Article 4
(Additional Representations and Warranties of Seller), which shall survive the
Closing and remain in effect indefinitely, and (ii) the representations and
warranties contained in Section 3.18 (Taxes), which shall survive the Closing
until the expiration of the last day on which any Tax may be validly assessed by
the Internal Revenue Service or by any other Governmental Entity against the
Company, the Subsidiaries or any of their respective properties, the
representations and warranties of Seller and the Company contained in this
Agreement shall terminate on the third (3rd)
anniversary of the Closing Date.  Any claim for indemnification with
respect to any of such matters which is not asserted by notice given as herein
provided relating thereto within such specified period of survival may not be
pursued and is hereby irrevocably waived after such time. Any claim for Losses
(as defined in Section 8.2(a)) asserted within such period of survival as herein
provided will be timely made for purposes hereof.

    


    (b)          Unless
a specified period is otherwise set forth in this Agreement (in which event such
specified period will control), the covenants in this Agreement will survive the
Closing and remain in effect indefinitely.


    
      
         


      

      
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    8.2            General
Indemnification.

    


    (a)          Indemnification for Benefit
of Buyer.  Seller shall indemnify Buyer and its affiliates,
stockholders, partners, officers, directors, employees, agents, representatives,
successors and assigns (collectively, the “Buyer Parties”) and
save and hold each of them harmless against and pay on behalf of or reimburse
such Buyer 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
its rights hereunder) (collectively, “Losses”) which any
such Buyer Party may suffer, sustain or become subject to, as a result of, in
connection with, relating or incidental to or by virtue of:  (i) any
breach of any representation or warranty of Seller or the Company under this
Agreement or any of the Schedules or Exhibits attached hereto, or in any of the
certificates or other instruments or documents furnished to Buyer by Seller or
the Company pursuant to this Agreement; or (ii) any nonfulfillment or breach of
any covenant or agreement of Seller or the Company under this Agreement or any
of the Schedules and Exhibits attached hereto; provided, however, that
Seller’s aggregate liability under clause (i) above (other than with respect to
the representations and warranties contained in Section 3.1 (Capitalization;
Other Rights to Acquire Capital Stock), Section 3.4 (Authorization and Effect of
Agreement), Section 3.18 (Taxes) and Article 4 (Additional Representations and
Warranties of Seller) shall in no event exceed the Purchase Price (with it being
understood, however, that nothing in this Agreement (including this Section
8.2(a)) shall limit or restrict any of the Buyer Parties’ right to maintain or
recover any amounts in connection with any action or claim based upon fraudulent
misrepresentation or deceit).

     

    (b)          Indemnification for Benefit
of Seller.  Buyer shall indemnify Seller and his affiliates,
employees, agents, representatives, successors and permitted assigns
(collectively, the “Seller Parties”) and
save and hold each of them harmless against and pay on behalf of or reimburse
such Seller Parties as and when incurred for any Losses which any Seller Party
may suffer, sustain or become subject to, as the result of, in connection with,
relating or incidental to or by virtue of (i) any breach of any representation
or warranty of Buyer under this Agreement or any of the Schedules or Exhibits
attached hereto, or in any of the certificates or other instruments or documents
furnished to Seller by Buyer pursuant to this Agreement; (ii) any nonfulfillment
or breach of any covenant, agreement or other provision by Buyer under this
Agreement or any of the Schedules and Exhibits attached hereto; or (iii) any
action, demand, proceeding, investigation or claim by any third party (including
any Governmental Entity) against or affecting Seller which, if successful, would
give rise to or evidence the existence of or relate to a breach of any of the
representations, warranties or covenants of Buyer.

     

    (c)          Manner of
Payment.  Except as otherwise provided herein, any
indemnification of the Buyer Parties or Seller Parties pursuant to this Section
8.2 shall be effected by wire transfer of immediately available funds from
Seller or Buyer, as the case may be, to an account designated by Buyer or
Seller, as the case may be, within ten days after the determination thereof. Any
such indemnification payments shall include interest at a rate of four percent
(4%) per annum, calculated on the basis of the actual number of days elapsed
over 365, from the date any such Loss is suffered or sustained to the date of
payment.  However, any amounts due or payable to any of the Buyer
Parties by Seller pursuant to Section 1.4 or this Section 8.2 shall (i) first be
set-off against the principal amount of (and accrued interest under) the
Promissory Note (this shall affect the amount of payment required under the
Promissory Note in the same manner as if Buyer had made a permitted prepayment
(without penalty or premium) thereunder), and (ii) then be effected by wire
transfer of immediately available funds as provided above.  All
indemnification payments under this Section 8.2 shall be deemed adjustments to
the Purchase Price set forth in Section 1.3 above.


    
      
         


      

      
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    (d)          Defense of Third Party
Claims. Any party making a claim for indemnification under this Section
8.2 (an “Indemnitee”) shall
notify the indemnifying party (an “Indemnitor”) of the
claim in writing promptly after receiving written notice of any action, lawsuit,
proceeding, investigation or other claim against it (if by a third party),
describing the claim, the amount thereof (if known and quantifiable), and the
basis thereof; provided that the failure to
so notify an Indemnitor shall not relieve the Indemnitor of its obligations
hereunder except to the extent that (and only to the extent that) such failure
shall have caused the damages for which the Indemnitor is obligated to be
greater than such damages would have been had the Indemnitee given the
Indemnitor prompt notice hereunder.  Any Indemnitor shall be entitled
to participate in the defense of such action, lawsuit, proceeding, investigation
or other claim giving rise to an Indemnitee’s claim for indemnification at such
Indemnitor’s expense, and at its option (subject to the limitations set forth
below) shall be entitled at any time to assume the defense thereof by appointing
a reputable counsel reasonably acceptable to the Indemnitee to be the lead
counsel in connection with such defense; provided further that, prior
to the Indemnitor assuming control of such defense it shall first (i) verify to
the Indemnitee in writing that such Indemnitor shall be fully responsible (with
no reservation of any rights) for all liabilities and obligations relating to
such claim for indemnification and that it will provide full indemnification
(whether or not otherwise required hereunder) to the Indemnitee with respect to
such action, lawsuit, proceeding, investigation or other claim giving rise to
such claim for indemnification hereunder and (ii) enter into an agreement with
the Indemnitee in form and substance satisfactory to the Indemnitee which
agreement unconditionally guarantees the payment and performance of any
liability or obligation which may arise with respect to such action, lawsuit,
proceeding, investigation or facts giving rise to such claim for indemnification
hereunder and furnish the Indemnitee with evidence which (in the sole judgment
of the Indemnitee) is and will be sufficient to satisfy any such liability or
obligation; and provided further,
that:

    


    (i)           the
Indemnitee shall be entitled to participate in the defense of such claim and to
employ counsel of its choice for such purpose; provided that the fees and
expenses of such separate counsel shall be borne by the Indemnitee (other than
any fees and expenses of such separate counsel that are incurred prior to the
date the Indemnitor effectively assumes control of such defense which,
notwithstanding the foregoing, shall be borne by the
Indemnitor);


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    (ii)          the
Indemnitor shall not be entitled to assume control of such defense and (except
under the circumstances described in clauses (B)  and (F) below) shall
pay the reasonable fees and expenses of counsel retained by the Indemnitee
(which counsel shall be reasonably acceptable to the Indemnitee and with it
being agreed that Block & Garden, LLP shall be reasonably acceptable) if
(A) the claim for indemnification relates to or arises in connection with
any criminal proceeding, action, indictment, allegation or investigation;
(B) the Indemnitee reasonably believes an adverse determination with
respect to the action, lawsuit, investigation, proceeding or other claim giving
rise to such claim for indemnification would be detrimental to or injure the
Indemnitee’s reputation or future business prospects; (C) the claim seeks
an injunction or equitable relief against the Indemnitee; (D) the claim involves
environmental matters in which case Buyer shall have sole control and management
authority over the resolution of such claim, including hiring legal counsel and
environmental consultants, conducting environmental investigations and cleanups,
negotiating with governmental agencies and third parties and defending or
settling claims and actions; provided that Buyer shall keep
Seller apprised of any major developments relating to any such environmental
claim; (E) upon petition by the Indemnitee, the appropriate court rules
that the Indemnitor failed or is failing to vigorously prosecute or defend such
claim; or (F) the Indemnitee reasonably believes that the Losses in respect of
the claim could exceed the maximum amount of the Indemnitor’s remaining
indemnity obligation under this Section 8.2; and

     

    (iii)         if
the Indemnitor shall control the defense of any such claim, the Indemnitor shall
obtain the prior written consent of the Indemnitee (which shall not be
unreasonably withheld, conditioned or delayed) before entering into any
settlement of a claim or ceasing to defend such claim if, pursuant to or as a
result of such settlement or cessation, injunctive or other equitable relief
will be imposed against the Indemnitee or if such settlement does not expressly
and unconditionally release the Indemnitee from all liabilities and obligations
with respect to such claim, without prejudice.

     

    (e)          Loss
Calculations.  In calculating the amount of any Loss for which
any Indemnitor is liable under this Article 8, there shall be taken into
consideration (i) when and as received or incurred, the value of any actual
federal or state income tax benefits and the cost of any actual federal or state
income tax detriments as a result of the receipt of any indemnity payment, and
(ii) the amount of any insurance recoveries the Indemnitor in fact receives as a
direct consequence of the circumstances to which the Loss related or from which
the Loss resulted or arose, except to the extent such insurance recoveries have
or are reasonably anticipated to result in future or retroactive premium
increases.

     

    (f)          Sole and Exclusive
Remedy.  Except for the right to seek injunctive relief or
specific performance in respect of or for any of the agreements contained
herein, the remedies of the parties specifically provided for by this Article 8
shall be the sole and exclusive remedies of the parties for (i) any breach or
inaccuracy of the representations and warranties contained in this Agreement or
in any document furnished or delivered pursuant hereto, (ii) the failure to
perform any covenants, agreements or obligations contained in this Agreement or
in any document furnished or delivered pursuant hereto, or (iii) any Loss
relating to, resulting from or arising out of any transaction or matter relating
in any manner whatsoever to this Agreement or to any document furnished or
delivered pursuant hereto.


    
      
         


      

      
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    ARTICLE
9

    


    MISCELLANEOUS

    


    9.1         Collateral Agreements,
Amendments and Waivers.  This Agreement (together with the
documents delivered pursuant hereto) supersedes all prior documents,
understandings and agreements, oral or written, relating to this transaction
(including, without limitation, that certain Letter of Intent for the Proposed
Purchase of 73.15% of the Common Stock of B & M Construction Co. Inc., dated
April 26, 2010, executed by Buyer and Seller), and constitutes the entire
understanding among the parties with respect to the subject matter hereof. Any
modification or amendment to, or waiver of, any provision of this Agreement (or
any document delivered pursuant to this Agreement unless otherwise expressly
provided therein) may be made only by an instrument in writing executed by the
party against whom enforcement thereof is sought.

    


    9.2         Successors and
Assigns.  Neither the rights or obligations of Buyer, the
Company nor Seller under this Agreement may be assigned without the prior
written consent of the other parties hereto (except that Buyer may assign its
rights and obligations to any affiliate thereof without the prior written
consent of Seller or the Company; provided, however, that any
such assignment shall not relieve Buyer from its obligations hereunder). Any
assignment in violation of the foregoing shall be null and
void.  Subject to the preceding sentences of this Section 9.2, 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.

    


    9.3         Expenses.  Seller
shall be solely responsible for the legal, accounting and other fees and
expenses incurred by Seller and the Company, and Buyer shall be solely
responsible for the legal, accounting and other fees and expenses incurred by
Buyer, in connection with the transactions contemplated by this
Agreement.

    


    9.4         Invalid Provisions.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully
severable, this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement
and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement.

    


    9.5         Information and
Confidentiality.  Each party hereto agrees that such party
shall hold in strict confidence all information and documents received from any
other party hereto, and if the Closing does not occur each such party shall
return to the other parties hereto all such documents then in such receiving
party’s possession without retaining copies; provided, however, that each
party’s obligations under this Section 9.5 shall not apply to (a) any
information or document required to be disclosed by law, or (b) any information
or document in the public domain other than because of the wrongful actions of
the disclosing party.  In addition, and without limiting the
generality of the foregoing, the parties further agree that, from the date
hereof and until the Closing Date, neither they nor any of their respective
representatives shall disclose to any third party or publicly announce the
proposed acquisition of the Purchased Shares or the existence or terms of this
Agreement without the prior joint consent of Buyer and Seller, which such
consent shall not be unreasonably withheld, conditioned or
delayed.


    
      
         


      

      
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    9.6         Waiver.  No
failure or delay on the part of any party in exercising any right, power or
privilege hereunder or under any of the documents delivered in connection with
this Agreement shall operate as a waiver of such right, power or privilege; nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege.

    


    9.7         Notices.  Any
notices required or permitted to be given under this Agreement (and, unless
otherwise expressly provided therein, under any document delivered pursuant to
this Agreement) shall be given in writing and shall be deemed received (a) when
personally delivered to the relevant party at such party’s address as set forth
below, (b) if sent by mail (which must be certified or registered mail, postage
prepaid), when received or rejected by the relevant party at such party’s
address indicated below, or (c) if sent by facsimile or email transmission, when
confirmation of delivery is received by the sending party:

    


    
      
        	
                    Buyer:

              	
                SSGI,
      Inc.

              
	 
      	
                8120
      Belvedere Road, Suite 4,

              
	 
      	
                West
      Palm Beach, Florida  33411

              
	 
      	
                Attn:  Larry
      M. Glasscock

              
	 
      	
                Fax:
      (561) 202-6216

              
	 
      	
                larry.glasscock@att.net

              
	 
      	 
      
	
                   
      With a copy to:

              	
                Block
      & Garden, LLP

              
	 
      	
                5949
      Sherry Lane

              
	 
      	
                Suite
      900

              
	 
      	
                Dallas,
      Texas 75225

              
	 
      	
                Attn:
      Warren W. Garden, Esq.

              
	 
      	
                Fax:
      (214) 866-0991

              
	 
      	
                garden@bgvllp.com

              
	 
      	 
      
	
                   
      The Company:

              	
                B
      & M Construction Co., Inc.

              
	 
      	
                3706
      DMG Drive

              
	 
      	
                Lakeland,
      Florida  33811

              
	 
      	
                Attn:  Bobby
      L. Moore, Jr.

              
	 
      	
                Fax:
      (863) 647-3794

              
	 
      	
                rusty.moore@bmconstruction.com

              
	 
      	 
      
	
                   
      With a copy to:

              	
                Fee
      & Jeffries, P.A.

              
	 
      	
                1227
      N. Franklin Street

              


      

    

     

    
      
         


      

      
        35

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                Tampa,
      Florida 33602

              
	 
      	
                Attn:  David
      M. Jeffries, Esq.

              
	 
      	
                Fax:
      (813) 229-0046

              
	 
      	
                djeffries@feejeffries.com

              
	 
      	 
      
	
                   
      Seller:

              	
                Bobby
      L. Moore, Jr.

              
	 
      	
                4215
      S.B. Merrion Road

              
	 
      	
                Lakeland,
      Florida  33810

              
	 
      	
                Fax:
      (863) 647-3794

              
	 
      	
                rusty.moore@bmconstruction.com

              
	 
      	 
      
	
                   
      With a copy to:

              	
                Fee
      & Jeffries, P.A.

              
	 
      	
                1227
      N. Franklin Street

              
	 
      	
                Tampa,
      Florida 33602

              
	 
      	
                Attn:  David
      M. Jeffries, Esq.

              
	 
      	
                Fax:
      (813) 229-0046

              
	 
      	
                djeffries@feejeffries.com

              


      

    

    


    Each
party may change its address for purposes of this Section 9.7 by proper notice
to the other parties.

    


    9.8         Specific
Performance.  The parties recognize that if Seller refuse to
perform under the provisions of this Agreement, monetary damages alone will not
be adequate to compensate Buyer for its injury.  Buyer 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 Buyer to enforce this Agreement, Seller shall waive the defense that
there is an adequate remedy at law.  In the event of a default by
Seller that results in the filing of a lawsuit for damages, specific
performances, or other remedies, Buyer shall be entitled to reimbursement by
Seller of reasonable legal fees and expenses incurred by Buyer.

    


    9.9         Waiver of Certain
Rights.  Seller hereby waives any rights of first refusal,
preemptive rights or other rights of any nature whatsoever which the Company or
Seller may have to purchase any of the Purchased Shares or other capital stock
or equity securities of any nature of the Company.

    


    9.10       Further
Assurances.  At and from time to time after the Closing, at the
request of Buyer but without further consideration, Seller shall execute and
deliver such other instruments of conveyance, assignment, transfer and delivery
and take such other action as Buyer may reasonably request in order more
effectively to consummate the transactions contemplated hereby.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

    


    9.11       No Third-Party
Beneficiaries.  Other than the Indemnitees not a party hereto
and any lender of Buyer, no Person not a party to this Agreement shall be deemed
to be a third-party beneficiary hereunder or entitled to any rights
hereunder.

    


    9.12       Governing Law; Exclusive
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 of the Company, Buyer and Seller (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.

    


    9.13       Remedies Not
Exclusive.  Except to the extent expressly provided otherwise
herein, the rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law or equity.

    


    9.14       Execution in
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement.

    


    9.15       Titles and
Headings.  Titles and headings to sections herein are inserted
for convenience of reference only, and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.

    


    9.16  
     Certain Interpretive Matters
and Definitions.

    


    (a)         Unless
the context otherwise requires, (i) all references to Sections, Articles or
Schedules are to Sections, Articles or Schedules of or to this Agreement,
(ii) each term defined in this Agreement has the meaning assigned to it,
(iii) each accounting term not otherwise defined in this Agreement has the
meaning assigned to it in accordance with generally accepted accounting
principles, (iv) ”or” is disjunctive but not necessarily exclusive,
(v) words in the singular include the plural and vice versa, and
(viii) the terms “subsidiary“ and “affiliate“ have the meanings given to
those terms in Rule 12b-2 of Regulation 12B under the Securities Exchange Act of
1934, as amended.  All references to “$” or dollar amounts will be to
lawful currency of the United States of America.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

    


    (b)         No
provision of this Agreement will be interpreted in favor of, or against, any of
the parties hereto by reason of the extent to which such party or its counsel
participated in the drafting hereof or by reason of the extent to which any such
provision is inconsistent with any prior draft hereof or thereof.

    


    (c)         The
term “Material Adverse
Effect” shall mean any event, circumstance, condition, fact, effect, or
other matter which has had or could reasonably be expected to have a material
adverse effect (i) on the business, assets, financial condition, prospects,
financial projections, or results of operations of the Company or any
Subsidiary, or (ii) on the ability of the Company or Seller to perform on a
timely basis any material obligation under this Agreement or to consummate the
transactions contemplated hereby.

    


    9.17       No
Recourse.  Notwithstanding any of the terms or provisions of
this Agreement, Seller agrees that neither he nor any Person acting on his
behalf may assert any claims or causes of action against any officer or director
of Buyer or any stockholder of Buyer in connection with or arising out of this
Agreement or the transactions contemplated hereby.

    


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        38

        
          

        

      

      
         


      

    


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

    


    
      
        
          	 
      	
                  SSGI,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By: 

                	
                  /s/ Larry M. Glasscock

                
	 
      	 
      	
                  Larry
      M. Glasscock, Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	
                  B
      & M CONSTRUCTION CO., INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Bobby L. Moore, Jr.

                
	 
      	 
      	
                  Bobby
      L. Moore, Jr., Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                  /s/ Bobby L. Moore, Jr.

                
	 
      	 
      	
                  BOBBY L. MOORE, JR.,
      individually

                


        

      

    


    
      
         


      

      
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