EXHIBIT 10.8


     

    
      Exhibit
10.8

       

      VALIDITY
GUARANTY

       

      Porter
Capital Corp

      2112
1st
Ave North

      Birmingham,
AL 35203

       

      Gentlemen:

       

      The
undersigned are an officer and/or director and/or stockholder and/or party
interested in LUMEA, INC. DBA LUMEA STAFFING OF CA, INC., LUMEA STAFFING, INC.
AND LUMEA STAFFING OF IL, INC. (jointly, individually, severally and
collectively hereinafter referred to as the “Client”). In order to induce you to
enter into factoring or other financial arrangements with Client, the
undersigned hereby warrants, represents, covenants, and guarantees to you as
follows:

       

      1. 
That all
accounts assigned to you by Client will be genuine and in all respects what they
purport to be; will represent bona-fide sales and bona-fide and existing
obligations of Client’s customers, arising out of the sale and completed
delivery of merchandise manufactured and/or sold and/or the rendition of
services by Client in the ordinary course of its business in accordance with and
in full and complete performance of customer’s orders therefor; and will not be
invalid, incomplete, incorrect, defective, forged, fictitious, or
imperfect.

       

      2. 
That
Client will not knowingly assign any accounts to you in which there are offsets,
defenses, or counterclaims of any nature whatsoever, and that Client will do
nothing to impede or interfere with your normal collection of, or the payments
of, the accounts assigned to you.

       

      3. 
That
Client is solvent.

       

      4. 
That the
accounts assigned to you and merchandise relating thereto will be the sole and
absolute property of Client, free and clear of all liens or or claims of any
nature whatsoever, other than any lien to you.

       

      5. 
That the
correct maturities of said accounts will have been set forth thereon and that
proper entries will have been made on Client’s books disclosing the assignment
thereof to you.

       

      6. 
That
Client will promptly report to you all merchandise disputes, rejections,
returns, or resales of merchandise, and all credits allowed by Client upon any
and all of said accounts.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
undersigned guarantees the payment of all sums owing by Client as a result of
any fraud, deceit, or criminal act on the part of any officer, employee, or
agent of Client in its dealings with you, and hereby further undertakes to save
you free and harmless from any such damage or loss which you may sustain as a
result of the above fraud, deceit, or criminal act as set forth in this
paragraph.

       

      Nothing
herein contained shall be in any way impaired or affected by any change in or
amendment of any of the documents evidencing the factoring or other financial
arrangements. This Agreement shall be binding upon the undersigned, his or her
heirs, agents, representatives, successors, or assigns. The liability of the
undersigned hereunder is direct and unconditional, and may be enforced without
requiring you to first resort to any other right, remedy, or security. It is not
necessary for you to give the undersigned notice of any changes in any of your
factoring or other financial arrangements with Client, to all of which the
undersigned now hereby consents.

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 	 	Very
      truly yours,	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                                       

                                    	
                                        

                                    	 	
                                       

                                    	/s/ James
      C. Marshall	 
	 	 	 	 	
                                      
                                        James
      C. Marshall, CFO

                                      

                                    	 


                            

                          

                        

                      

                    

                  

                

              

              
                 

              

            

          

        

        
           

          
            
              
                
                  
                    	State of
      _______________	 	 	 
	County of
      __________________	 	 	 


                  

                   

                

              

            

          

        

      

      I, the
undersigned notary public in and for said county and state, hereby certify that
James C. Marshall whose names as CFO of the LUMEA, INC. DBA LUMEA STAFFING OF
CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF IL, INC., a corporation, is
signed to the foregoing instrument and who are known to me and acknowledged
before me on this day that being informed of the contents of the instrument,
they, as such officer and with authority, executed the same
voluntarily.

       

      
        Given
under my hand and official seal this the _______ day of
___________________________, 2009.

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	 	 	 
	
                                                        (Seal)

                                                      	 	 	 
	 	 	Notary
      Public	 
	 	 	My
      Commission Expires:  ________________	 
	 	 	 	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
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        Accepted
by:

         

        ______________________________________

         

      

      
        
          
          

        

        
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