EXHIBIT 10.5


     

    
      Exhibit
10.5

       

      COMMERCIAL
FINANCING AGREEMENT

       

      Commercial
Financing Agreement (the "Agreement") made this _____ day of March,
2009, between LUMEA,
INC., a Nevada corporation, known or trading as LUMEA
STAFFING OF CA, INC., a Nevada corporation, LUMEA
STAFFING, INC.., a Nevada corporation, and LUMEA
STAFFING OF IL, INC., an Illinois corporation, with a primary business
location at 7430 E. Butherus Dr., Suite D, Scottsdale, AZ 85260 with additional
business locations as reflected on attached Exhibit “I” (jointly, individually,
severally and collectively hereinafter referred to as “the "Company"), and PORTER
CAPITAL CORPORATION, an Alabama corporation with offices for the
transaction of business located at 292 Madison Avenue, NY, NY, 10017; 38 Grove
Street – Building C, Ridgefield, CT 06877; and 2112 First Avenue North,
Birmingham, Alabama 35203 ("Porter Capital"). Company and Porter Capital agree
and shall be legally bound as follows:

       

      1.  Purpose
of Agreement. Company desires to obtain short-term financing by selling,
transferring, setting over and assigning to Porter Capital certain accounts
receivable and invoices held by Company at a discount below their face
value.

      2.  Definitions.

      2.1 "Account
Receivable" shall mean any right to payment for goods sold, or leased, and
delivered, or services rendered, which is not evidenced by an instrument or
chattel paper.

      2.2 "Acceptable
Account" shall mean an account conforming to the warranties and terms set forth
herein. 2.3 "Customer" shall mean Company's customer or account
debtor.

      2.4 "Collateral"
shall mean the intangible or tangible property given as security for the
obligations of Company under this agreement.

      2.5 "Credit
Problem" shall mean a Customer unable to pay its debts because of financial
problems or insolvency or both, the appointment of any receiver or trustee for
all or a substantial portion of the assets of has been appointed, has filed a
general assignment for the benefit of creditors or had filed against it an
involuntary or voluntary Bankruptcy proceeding.

      2.6 "Customer
Dispute" shall mean a claim or disagreement, by Customer against Company at any
time, of any kind whatsoever, whether valid or invalid that reduces the amount
collectible from a Customer by Porter Capital.

      2.7 “Default” shall
have the meaning set forth throughout this Agreement and in Section 24
hereof.

      2.8 “Lockbox
Account” shall mean the account established and maintained by Porter Capital for
the purpose of receiving collections on account of any Accounts
Receivable.

      2.9 “Misdirected
Payment” shall mean any payment received by the Company, its principals, agents
or employees instead of Porter on any Account Receivable listed on the Invoice
Schedule or otherwise sold to Porter Capital pursuant to Section 9 and Section
21 of this Agreement.

      2.10 “Obligations”
shall have the meaning set forth in Section 15 hereof.

      2.11 “Purchased
Receivables” shall mean the Accounts Receivable purchased by Porter Capital and
set forth on the Invoice Schedule.

      2.12 "Warranty"
shall mean to guarantee, as a material element of this agreement. Each separate
warranty herein shall be deemed to be an independent condition to Porter
Capital's duties and obligations under this agreement.

      3.  Tender
of Accounts Receivable; Invoices.

      3.1 The Company
will tender to Porter Capital for purchase pursuant to this Agreement all of the
Accounts Receivable from its Customers with respect to goods sold and delivered
to, or services performed for, such Customers by the Company by delivering to
Porter Capital all invoices to such Customers promptly after the creation
thereof. Porter Capital will forward said invoices to the Company's Customers,
in accordance with Porter Capital's standard procedures, together with a notice
by the Company to its Customers, in the form prescribed by Porter Capital, of
the assignment of payment of said invoices to Porter Capital.

      3.2 In each
instance where the Company delivers its Accounts Receivable to Porter Capital,
the Company must simultaneously deliver to Porter Capital an original invoice, a
copy of such invoice, and satisfacto­ry proof of delivery of goods or
services to which the Accounts Receivable relate.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      COMMERCIAL
FINANCING AGREEMENT

       

      3.3
Porter Capital will conduct such examination, verification, and credit
investigation of the invoices and the account debtors as it considers necessary,
and will notify the Company as to which of the individual Accounts Receivable
tendered by the Company, if any, Porter Capital elects to purchase from the
Company. Porter Capital shall have the absolute right, in its sole discretion,
to reject any or all of the Accounts Receivable tendered to it by the Company.
From time to time Porter Capital’s underwriting department may ask the Customer
to sign an invoice verification notice in a form substantially the form annexed
hereto as Exhibit C.

      
        4.  Assignment.
Those Accounts Receivable which Porter Capital elects to purchase from the
Company shall be listed in an "Invoice Delivery Schedule", substantially in the
form of Exhibit "I" annexed hereto (such form,
together with any schedules and attachments
thereto is hereinafter referred to as an "Invoice Schedule"), executed by the
Company and accepted by Porter Capital from time to time throughout the term of
this Agreement. Upon acceptance by Porter Capital of an Invoice Schedule, the
Company shall have been deemed to have sold, assigned, transferred, conveyed and
delivered to Porter Capital, and Porter Capital shall be deemed to have
purchased and received from the Company, all right, title, and interest of the
Company in and to the Accounts Receivable listed on the Invoice Schedule. Upon
the assignment of an Account Receivable, Porter Capital shall have all of the
rights of an unpaid seller of any goods, the sale of which gives rise to each
receivable, including the right of stoppage in transit, reclamation and
replevin. Notwithstanding the foregoing, if the Company or Porter Capital fails
to include in any Invoice Schedule a particular Account Receivable tendered by
the Company to Porter Capital, but Porter Capital nonetheless pays to the
Company the "Purchase Price" (as hereinafter defined) for such Account
Receivable, then Porter Capital shall be presumed conclusively to have
purchased, and the Company shall be presumed conclusively to have sold, such
Account Receivable pursuant to this Agreement, and such Account Receivable shall
be governed by the terms and conditions (including, without limitation, the
Company's representations and warranties to Porter Capital) of this Agreement.
It is understood and agreed that Porter Capital is not assuming any of the
responsibilities or obligations of Company under such Accounts Receivable but
that it is simply taking an assignment of the right to be paid on such Accounts
Receivable which Company has fulfilled in the ordinary course of its business
operations. It is also understood and agreed that Porter Capital will have no
obligation whatsoever to buy any Accounts Receivable from the Company at any
time.

      

      5.  Purchase
Price, Reserve
Account.

      5.1 Purchase
Price. Porter Capital agrees to buy the Accounts Receivable set forth on
the Invoice Schedule from the Company at the Purchase Price Percentage on
Exhibit “B” attached of the face value of each such acceptable invoice
(respectively the "Purchase Price" and "Purchased Receivable"). The Purchase
Price for each Purchased Receivable, less the reserve amount described in
Exhibit “B”, shall be paid to the Company in immediately available funds at the
time of purchase.

      5.2 Reserve
Account. Porter Capital shall establish and maintain a reserve account
(see Exhibit B) for the Company and withhold from each Purchased Receivable an
amount equal to the Purchase Price in paragraph 5.1 above, less the amount
advanced to the Company (the "Reserve Account"). Porter Capital may increase the
reserve amount taken on each Purchased Receivable in its sole discretion. The
Reserve Account may be held and applied by Porter Capital in its sole discretion
against charge backs or any Obligations of the Company to Porter
Capital.

      5.3 Rebates.
As an inducement to secure full and prompt payment of the Accounts
Receivable upon which Porter Capital agrees to pay the Company, a rebate on each
Purchased Receivable shall be paid in full in accordance with the rebate
schedule annexed hereto as Exhibit "B". Porter Capital shall deliver a Monthly
Reserve Statement and pay any reserves and rebate due on or before the seventh
business day of each month for the prior month. Notwithstanding the previous
sentence, Porter Capital may, in its sole discretion, withhold from time to time
any rebate sums due Company as further security for the re-payment of any and
all Obligations of Company.

      6.  Collection
of Accounts Receivable. Commencing on the date of this Agreement, Porter
Capital shall administer the collection of all Accounts Receivable originated by
the Company and shall forward an Aged Accounts Receivable Schedule to the
Company weekly. Porter Capital shall have the right of endorsement on all
payments received in connection with each Account Receivable and the Company
hereby appoints Porter Capital the attorney-in-fact and agent of the Company for
this purpose, which appointment is coupled with an interest and is irrevocable
during the term of this Agreement. Porter Capital shall have no liability to the
Company for any mistake in the application of any payment received by it with
respect to any Account Receivable, so long as it acts in good faith without
gross negligence.

      
        
          
          

        

        
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      COMMERCIAL
FINANCING AGREEMENT

       

      
        7.  Cross-Col
lateral ization. If a "Default" (as defined in this Agreement) shall have
occurred and be continuing, Porter Capital shall have the right, which may be
exercised in its sole and absolute discretion at any time and from time to time
during the continuance of such Default, to apply all amounts collected with
respect to Accounts Receivable as follows, before any payment from such
collections shall be made to the Company: (i) against the un-reimbursed balance
of the Purchase Price made by Porter Capital to the Company with respect to
Purchased Receivables; (ii) to the payment of all fees accrued with respect to
the Accounts Receivable purchased by Porter Capital from the Company, whether or
not such fees have become due and payable pursuant to the terms of this
Agreement; and (iii) to the payment of any and all other liabilities and
obligations of the Company to Porter Capital pursuant to this Agreement, the
"Security Agreement" and any other agreement entered into between Porter Capital
and the Company concurrently herewith (the "Transaction Documents"). For
purposes of this paragraph,
"Company" shall mean and include each person named as the Company in the
preamble of this Agreement and any shareholder, parent, subsidiary, controlling
person or other affiliate.

      

      8.  Over-Advances.
While it is anticipated that the Reserve Account will carry a positive balance
most if not all the time, Porter Capital may, as part of this Commercial
Financing Agreement and to ease the Company's short-term cash-flow problems,
permit the Company to carry an Over-Advance balance on its Reserve Account. An
Over-Advance is defined as a negative balance in the Reserve Account. Upon the
establishment of each such Over-Advance amount, Porter Capital, in its sole
judgment, shall have the right to charge the Company a one-time processing and
administrative fee of up to four percent of each such amount so established as
an Over-Advance. Porter Capital may withhold from the Accounts Receivable or the
sums it normally advances such sums as it deems necessary to satisfy any
Over-Advance or negative balance in the Reserve Account. Notwithstanding
anything contained herein to the contrary, Porter Capital may terminate the
Over-Advance facility at any time without notice to the Company as it deems fit.
Interest shall accrue on the outstanding Over-Advance balance at the rate of two
percent per month.

      9.  Collection
of Accounts Receivable.

      9.1 The Company
will instruct all of its Customers obligated with respect to its Accounts
Receivable to mail or deliver payments on such Accounts Receivable directly to
Porter Capital at its address set forth in the preamble of this Agreement or to
such other address that Porter Capital may specify in a written notice to the
Company. Each invoice shall bear the following instructions prominently
displayed in large bold type:

      “This invoice has
been assigned to Porter Capital Corporation for the account of LUMEA,
INC., a Nevada corporation, known or trading as LUMEA
STAFFING OF CA, INC., a Nevada corporation, LUMEA
STAFFING, INC..,
a Nevada corporation, and LUMEA
STAFFING OF IL, INC., an Illinois corporation, and must be paid to c/o
Porter Capital Corporation, P. O. Box 12105, Birmingham, AL 35202.”

      Such instructions
shall not be rescinded or modified without Porter Capital's prior written
consent. If, despite such instructions, the Company shall receive any payments
with respect to any Accounts Receivable purchased by Porter Capital, it shall
receive such payments in trust for the benefit of Porter Capital, shall
segregate such payments from its other funds, and shall deliver or cause to be
delivered to Porter Capital, in the same form as so received with all necessary
endorsements, all such payments received as soon as practicable, but in no event
later than two business days after the receipt thereof by the Company. If the
Company fails to turn over to Porter Capital any checks or other form of payment
received by it, or in the event the Company deposits any such checks or payments
into its own account, the Company must deliver to Porter Capital either the
payment in the identical form received or the cash equivalent of the amount of
the Misdirected Payment within two (2) business days. If the Company fails to
deliver such value within said two (2) business days or if the Company shall
present any invoice to Porter Capital for an advance against which merchandise
has not been shipped, services have not been rendered or work performed (an
“Invalid Invoice”), this shall be an event of default of this contract, and in
addition, as the exact costs to Porter Capital of such actions by the Company
are difficult if not impossible to calculate, the Company shall pay to Porter
Capital the entire invoice amount at once plus liquidated damages equal to
twenty-five percent of the amount so deposited or the Invalid Invoice amount
submitted to Porter Capital.

      
        
          
          

        

        
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      COMMERCIAL
FINANCING AGREEMENT

       

      
        9.2 Porter Capital
shall have the full power and authority to collect each Account Receivable,
through legal action or otherwise, and may, in its sole discretion, settle,
compromise, or assign (in whole or in part) the claim for any of the Accounts
Receivable, or otherwise exercise any other right now existing or hereafter
arising with respect to any of the Accounts Receivable, if such action will
facilitate collection. The amount of any reduction resulting from any such
settlement, compromise, assignment or other collection action shall reduce the
balance otherwise due to the Company hereunder. The Company acknowledges and
agrees that Porter Capital shall have the sole and exclusive right to commence
legal action to collect any Account Receivable. To allow an interval for checks
to clear the federal banking system, Porter Capital shall have the right to
extend constructive receipt of payments that Porter Capital receives on behalf
of the Company by three business days for in state checks received and by five
business days for out of state checks received.

      

      
        9.3 Should Company
receive and deposit or otherwise convert into cash any payment from any account
debtor when such payment was due Porter Capital, and because the damage to
Porter Capital cannot be quantified, the Company may be held liable to Porter
Capital as liquidated damages for three times the amount of such converted
payment or five thousand dollars, whichever is the larger amount (the
“Misdirected Payment Fee”). The enforcement or non-enforcement of these damages
shall not be considered a waiver of any remedy or default, nor shall it be
construed a precedent for future discretionary actions available to Porter
Capital.

        9.4 If Porter
Capital shall agree that certain Account Debtors' invoices be eligible for
financing between the thirty-first and sixtieth days beyond their net-thirty due
date (i. e., during the period from sixty to ninety days after their origination
date), then these invoices shall be deemed "Special Risk," and a further charge
of one and one-half percent
for each fifteen-day period in which each of these invoices is outstanding will
be collected by Porter Capital, but ninety days after the origination date these
Special Risk invoices shall be deemed a Customer Dispute and shall be charged
back to the Company's account.

      

      10.  Payment
of Expenses and Taxes; Indemnification. The Company will (a) pay or
reimburse Porter Capital for all of Porter Capital's out-of-pocket costs and
expenses incurred in connection with the preparation and execution of, and any
amendment, supplement or modification to, the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the fees and disbursements of counsel to Porter Capital, (b)
pay or reimburse Porter Capital for all its costs and expenses incurred with the
enforcement or preservation of any rights under the Transaction Documents, and
the verification of the Accounts Receivable and the credit worthiness of the
Customers, including without limitation, fees and disbursements of counsel to
Porter Capital; (c) pay, indemnify, and hold Porter Capital harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from, any delay in paying any stamp, excise, and other taxes, if
any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Transaction Documents; (d)pay for monthly
statements at $0.73 each plus all postage expended by Porter Capital to mail
invoices and otherwise collect the accounts; (e) pay a processing and
administration fee as defined in Exhibit “B” Attached hereto and made a part
thereof; (f) pay for field examinations at the rate of eight hundred fifty
dollars per person per day plus expenses; (g) pay, indemnify and hold Porter
Capital harmless from and against any and all claims, liabilities, obligations,
losses, potential losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever, whether threatened,
pending or determined (including attorney's fees and court costs now or
hereafter arising from this Agreement or any activities of the Company (referred
to as the "indemnified liabilities"); provided that the Company shall have no
obligation hereunder to Porter Capital with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of Porter Capital. The
covenants of this paragraph shall survive the termination of this
Agreement.

      11.  Term.

      11.1 This Agreement
shall be effective for a period commencing on the date hereof and continuing
until the close of business on the first anniversary of the date hereof (the
"Initial Term"). This Agreement shall be deemed to be automatically renewed for
an additional term of two year at the expiration of the Initial Term, and
thereafter to be automatically renewed for succeeding two-year terms at the end
of the first and each succeeding renewal term, unless the Company shall deliver
written notice of cancellation to Porter Capital not earlier than ninety days
and not later than sixty days prior to the expiration date of the Initial Term
or any succeeding renewal term. No such termination shall terminate or otherwise
affect Company's obligations hereunder incurred or accrued prior to such
termination.

      
        
          
          

        

        
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      COMMERCIAL
FINANCING AGREEMENT

       

      
        11.2 The Company
shall pay Porter Capital an application and due diligence fee in the amount of
$0.00 on the first day of each term hereunder, which amount, at the option of
Porter Capital, may be deducted from any amounts otherwise due from Porter
Capital to the Company.

        11.3 The
representations, warranties and covenants of the Company and the remedies of
Porter Capital for a breach of such representations, warranties and/or
covenants, shall survive the termination of this Agreement, and such termination
shall not effect the rights of Porter Capital to enforce its remedies under the
Transaction Documents against the Company or against any collateral after a
default by the Company. Upon termination, the Company shall remain fully
responsible to Porter Capital for any Purchased Receivables purchased prior to
such termination. Additionally, Porter Capital shall maintain its security
interest in the Property (as hereinafter defined) of the Company until all of
its Obligations (as hereinafter defined) to Porter Capital have been paid in
full. Both parties agree that they will sign mutual releases on the termination
of this agreement and the satisfaction of all debt and obligations by the
Company to Porter Capital; and that providing the debt and all obligations to
Porter have been paid in full, Porter will promptly sign a UCC-3 termination
statement for the Company’s use.

      

      
        12.  Facility
Fee; Credits.

        12.1 The rebates
set forth in the rebate schedule attached hereto have been established after
negotiations between the Company and Porter Capital on the assumption that the
Company will tender to Porter Capital for purchase hereunder acceptable Accounts
Receivable averaging at least four million dollars a month (the "Base Purchase
Amount") during the Initial Term and each renewal term.

        12.2 In further
consideration of Porter Capital's undertakings in this Agreement, the Company
shall pay to Porter Capital a fee in an amount equal to three percent of the
Base Purchase Amount (the "Facility Fee") as of the termination date of the
Initial Term and of each renewal term, but the amount thereof shall be reduced
by the total fees paid by the Company to Porter Capital in each
term.

      

      13.  Disputed
Accounts Receivable, Re-Purchase, etc.

      13.1 Non-Recourse.
Porter Capital shall not have any recourse against Company for unpaid
Accounts Receivable, if the reason for non-payment is related to a Customer's
Credit Problem, except under the following circumstances, where Porter Capital
will have immediate recourse against the Company:

      13.1.1 if Company
mails invoices on Accounts Receivable directly to a Customer;

      13.1.2 if Company
breaches any warranties, representations, or promises in this Agreement;


      13.1.3 if Company
has contributed to or aggravated Customer's credit problem;

      13.1.4 if Company
and Customer are involved in a Customer Dispute of any kind, regardless of
its
validity; or

      
        13.1.5 if Customer
asserts a claim of loss or potential loss or offset of any kind against
Company.

      

      
        13.2 Notice
of Dispute. Company agrees to immediately notify Porter Capital of any
Customer Dispute between Company and any of its Customers.

      

      13.3 Re-purchase
of Disputed Purchased Receivable. Company shall immediately pay to Porter
Capital the full amount of any Purchased Receivable subject to a Customer
Dispute of any kind, whether or not the same is valid or with merit. If Company
fails to fully settle any Customer Dispute within thirty (30) days, Porter
Capital may, in addition to any other remedy it may have under this Agreement,
charge or sell back the Purchased Receivable to the Company. Invoices unpaid
after ninety days from any Customer without a Credit Problem shall be deemed to
be the subject of a Customer Dispute. Porter Capital may, at its sole
discretion, require Customer to repurchase an account deemed the subject of a
Customer Dispute. The repurchase of an Acceptable Account shall not constitute a
reassignment of such Account, and the security interest therein shall remain in
Porter Capital until expressly released. If after the Company repurchases
Purchased Receivables, whether subject to a Customer Dispute or unpaid after
ninety days, a payments for the Purchased Receivables are received by the
Company, the Company shall immediately deliver the payments to the Lockbox
Account.

      14.  Warranties
By Company. As an inducement to and as a condition of Porter Capital's
willingness to enter into this Agreement, and with full knowledge that the truth
and accuracy of the warranties in this Agreement are being relied upon by Porter
Capital, Company warrants as follows:

      
        
          
          

        

        
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      COMMERCIAL
FINANCING AGREEMENT

       

      
        14.1 By its
execution of each Invoice Schedule with respect to Accounts Receivable or
acceptance of the Purchase Price with respect to a Purchased Receivable
that:

        14.1.1 The Company
is the sole owner of such Purchased Receivable and such Purchased Receivable has
not been previously assigned or encumbered in any manner; the Company has the
full power and authority to sell such Purchased Receivable and its sale to
Porter Capital has been duly authorized;

        14.1.2 The goods or
services listed or referred to in the Purchased Receivable have been shipped or
rendered to the Customer, and the prices and terms of shipment set forth therein
conform in all material respects to the terms of any related purchase order or
agreement with the Customer;

        14.1.3 The invoice
representing the Purchased Receivable correctly sets forth the full purchase
price of the goods and services covered thereby, and such amount, less only the
applicable trade discounts and allowances stated therein, if any, is due and
owing from the Customer, subject to no set-offs, deductions, disputes,
contingencies or counterclaims against the Company or the invoice, and payment
thereof is not contingent upon fulfillment of any obligation other than delivery
of the goods or services referred to in such invoice; and Company represents
that its invoices do not represent a delivery of merchandise or services upon
consignment, guaranteed sale, or similar term.

        14.2 Company is
validly existing and in good standing under the laws of the state in which it is
incorporated and is properly licensed and authorized to operate the business it
conducts under its corporate name or any trade name of and is authorized to do
business in every jurisdiction in which it conducts business. By reason of this
Agreement the Company is conducting business in the State of
Alabama.

        14.3 Each
Customer's business is solvent to best of Company's information and
knowledge.

        14.4 Company is, or
will be at the time of the purchase by Porter Capital, the lawful owner of and
have good and undisputed title to the Purchased Receivables.

        14.5 Company does
not own, control or exercise dominion over, in any way whatsoever, the business
of any account-debtor/Customer whose Accounts Receivable are to be purchased by
Porter Capital and shall not change or modify the terms of any Account
Receivable with any Customer unless Porter Capital first consents to such change
in writing. By way of example only, Company shall not extend a Customer's credit
beyond thirty (30) days without Porter Capital's prior written
consent.

      

      14.6 All financial
records, statements, books or other documents of Company furnished to Porter
Capital for review at any time, either before or after the signing of this
Agreement, are true and accurate. Company has no outstanding state, federal, or
local tax liabilities, and has filed all tax returns or other documents as
required by law.

      14.7 Company will
not, under any circumstances or in any manner whatsoever, interfere with any of
Porter Capital's rights under this Agreement or misdirect any purchase as
defined in the attached Exhibit “G”.

      14.8 Company shall
not factor, finance, give a security interest or sell any of its Accounts
Receivable or any of its property, fixtures or inventory to any person or entity
other than Porter Capital during the term of this Agreement, nor shall any
Accounts Receivable to be purchased under this Agreement be previously sold,
pledged or encumbered by Company or any other person or entity in any manner
whatsoever.

      14.9 Company shall
not permit the placement of any lien, security interest, or encumbrance on its
fixtures, inventory, or other personal property and chattels except with the
prior written consent of Porter Capital and shall maintain its property,
inventory, and fixtures in good order and in an operating state, condition, and
repair.

      Upon the breach of
any of the warranties above, the Company will immediately pay to Porter Capital
the entire unpaid balance of the Purchased Receivables purchased pursuant to
this Agreement and any other Obligations of the Company to Porter
Capital.

      15.  Security Interest. To secure
the payment of any sums which have or may become due by the Company to Porter
Capital under this Agreement and also to secure any other indebtedness or
liability of the Company to Porter Capital, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, including
all future advances or loans which may be made at the option of Porter Capital
to the Company (hereinafter referred to as "Obligations"), Company hereby
grants, conveys and mortgages to Porter Capital the Property as defined in the
Security Agreement.

      
        
          
          

        

        
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      COMMERCIAL
FINANCING AGREEMENT

       

      
        16.  Financing
Statements and Security Agreement. The Company and/or
its principals shall execute such security agreements as Porter Capital may
reasonably request to perfect the security interest granted hereunder, including
but not limited to the Security Agreement, (a true copy of which is annexed
hereto, made a part hereof and is marked Exhibit "D"), Corporate Resolutions (a
true copy of which is annexed hereto, made a part hereof and is marked Exhibit
"E"; the Performance Covenant and Waiver (a true copy of which is annexed
hereto, made a part hereof and is marked Exhibit "F"). the Misdirected Payment
Agreement (a true copy of which is annexed hereto, made a part hereof and is
marked Exhibit “G”), and a Tax Form 8821 (a true copy of which is annexed
hereto, made a part hereof and is marked Exhibit “H”) listing Porter Capital
Corporation as Appointee for the purpose of notification of delinquent payroll
tax, corporate tax or unemployment tax. The Company hereby authorizes Porter
Capital or its agents or assigns to sign and execute on its behalf, any and all
necessary forms to perfect the security interest granted hereunder. Further, the
Company and/or its principals grant The Porter Capital Group, consisting of
Porter Capital Corporation, Porter Bridge Loan Company and Capital Partners
Leasing, permission to use their experience/story for its marketing
endeavors.

      

      
        17.  Financial
Records. During the term of this Agreement, Company agrees to provide
Porter Capital with such financial statements and records and such other
information as may be reasonably requested by Porter Capital from time to time,
and each quarter, within forty-five days following the end of the respective
quarter, shall furnish an updated customer list with customer names, contact
names, addresses, and phone numbers, as well as a complete and current
payables-aging report.

        18.  Notice
of Levy. Company shall promptly notify Porter Capital of any attachment
or any other legal process levied against Company or any of Company's Customers.
Company's failure to do so shall be a material default
hereunder.

        19.  No
Pledge. Company shall not, at any time during the term of this Agreement,
pledge the credit of Porter Capital to any person or business for any purpose
whatsoever.

        20.  Book
Entry. Company shall, immediately upon the sale of an Account Receivable
to Porter Capital, make proper entries on its books and records disclosing the
absolute sale and assignment of such Account to Porter
Capital.

        21.  Misdirected
Payments. All remittances received by the Company on any Account sold to
Porter Capital shall be held by the Company in trust as a fiduciary for Porter
Capital, separate and apart from the Company’s own properties and funds.
Notwithstanding that the Company has agreed to pay the Misdirected Payment Fee,
the Company shall, on the next banking day following the date of receipt of the
Misdirected Payment, deliver to Porter Capital either the payment in the
identical form received or the cash equivalent of the amount of the Misdirected
Payment. In the event any goods shall be returned to, reclaimed, or repossessed
by the Company, such goods shall be held by
the Company in trust as a fiduciary for Porter Capital, separate and apart from
the Company’s own property and subject to Porter Capital’s direction and
control.

      

      22.  Attorney’s
Fees. The Company agrees to reimburse Porter Capital on demand for the
following:

      (a)   the
actual amount of all fees, costs, and expenses, including but not limited to
attorneys’ fees, which Porter Capital may incur in any action to enforce this
Agreement or any related transaction, or in connection with any federal or state
bankruptcy or insolvency proceeding commenced by or against the Company,
(including but not limited to any complaint to determine non-dischargeablility
of the guarantor’s obligations); and

      (b)   the
actual fees, expenses, and costs, including but not limited to photocopying
(which, if performed by Porter Capital’s employees, shall be at a rate of
$.25/page), travel, expert witness fees, attorneys’ fees, and all other fees,
costs, and expenses incurred in complying with any subpoena or other legal
process attendant to any litigation in which the Company is a
party.

      23. Power
of Attorney. Company irrevocably appoints Porter Capital, or any person
designated by Porter Capital, its special attorney-in-fact, or agent, with power
to: (1) strike out Company's address on all invoices or statements of account
mailed to Customers and substitute Porter Capital's address; (2) receive and
open all mail addressed to Company or to Company's trade name via Porter Capital
address; (3) endorse the name of Company or Company's trade name on any checks
or other evidences of payment, invoices or other documents that may come into
the possession of Porter Capital on Accounts Receivable or on which Porter
Capital holds a security interest; (4) in Company's name, or otherwise, demand,
sue for, collect, and subject to Company's prior written approval, compromise,
prosecute, or defend any action, claim, or proceedings and give releases for any
and all monies due or to become due; (5) do any and all things reasonably
necessary and proper to carry out the purpose intended by this Agreement. The
authority granted Porter Capital shall remain in full force and effect until all
Accounts Receivable sold and/or assigned to Porter Capital have been paid in
full.

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      COMMERCIAL
FINANCING AGREEMENT

       

      
        24. Default. Any
one or more of the following shall constitute a default hereunder (a "Default")
provided same is not cured by the Company within fifteen (15) days after receipt
of written notice from Porter Capital:

        24.1 Company's failure to pay
any indebtedness or Obligations (including legal fees and expenses) to
Porter Capital when
due;

        
          24.2
Company's breach of any term, provision, warranty, or representation under this
Agreement, or under any other agreement or contract between Company and Porter
Capital, or Obligation of Company to Porter Capital;

          
            24.3
Porter Capital shall reasonably believe that Company is failing to tender all of
its Accounts Receivable to Porter Capital for purchase; or the Company shall
have failed to tender Accounts Receivable aggregating at least twenty percent of
the Annual Base Purchase Amount during any Calendar Quarter; of the Company
shall have failed to tender Accounts Receivable to Porter Capital for purchase
for a period of fifteen or more consecutive business
days;

          

        

        
          24.4 The Company
shall instruct any Customer to mail or deliver payment on Accounts Receivable to
the Company or to any person other than Porter Capital;

        

        
          24.5 The
appointment of any receiver or trustee for all or a substantial portion of the
assets of Company, the filing of a general assignment for the benefit of
creditors by Company or a volun­tary or involuntary filing under any
bankruptcy or similar law which is not dismissed with prejudice within 60
days;

        

        
          24.6  The issuance of any
levies of attachment, execution, tax assessments, or similar process against the
Accounts Receivable which is not released within ten
days;

        

        
          24.7 If any
financial statements, profits-and-loss statements, borrowing certificates or
schedules, or other statements furnished by Company to Porter Capital prove
false or incorrect in any material respect.

          24.8  Failure of the Company to
pay all taxes to every government agency in a timely
manner.

          
            24.9
Notwithstanding the fifteen (15) day notice period set forth above, the failure
of the Company to timely deliver to Porter Capital any Misdirected Payment
remittance received by the Company on a Purchased Account within two (2)
business days;

            
              24.10 Insolvency,
bankruptcy, or dissolution of the Company or a guarantor of any of the
Transaction Documents.

            

          

        

        
          24.11 Failure of
the Company to maintain the financial covenants and comply with the covenants
set forth in Exhibit “B”;

        

      

      24.12
Notwithstanding the fifteen (15) day notice period set forth above, failure of
the Company to cure a Default under the Misdirected Payment Agreement, the
Performance Covenant or a Validity Guaranty within three (3) days after receipt
of written notice from Porter Capital;

      25.  Remedies
Upon Default. In the event of any default Porter Capital shall have the
following cumulative rights and remedies:

      
        25.1  Declare any
Obligations (including any sums still due and owing under any Purchased
Receivable) immediately due and payable;

        25.2  Enforce the security
interest given hereunder;

        25.3  Require Company to
assemble any Collateral secured hereunder and the records
pertaining

      

      thereto and make
them available to Porter Capital at a place designated by Porter
Capital;

      25.4  Enter the premises
of Company and take possession of any Collateral not then in its
possession

      and of the records
pertaining thereto and any other collateral;

      
        25.5  Grant extensions,
compromise claims, and settle Accounts Receivable for less than face value, all
without prior notice to Company;

        25.6  Use, in connection
with any assembly or disposition of the collateral, any trademark, trade name,
trade style, copyright, patent right, or technical process used or utilized by
Company; and

        25.7  Return any surplus
realized and hold Company liable for any deficiency.

        25.8  Interest shall
accrue on any outstanding Obligations (including unpaid legal fees and expenses)
at the rate of two percent per month;

      

      25.9  The Company shall
pay to Porter Capital as liquidated damages, an amount of ten percent of the
outstanding balance, including unpaid interest, on any outstanding Obligations;
25.10 Any and all other remedies allowed at law or under the Alabama Commercial
Code.

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        COMMERCIAL
FINANCING AGREEMENT

         

      

      
        26.  Binding
Effect. This Agreement shall inure to the benefit of and be binding upon
the heirs, executors, administrators, successors, and assigns of both Company
and Porter Capital.

        27.  Cumulative
Rights. All rights, remedies, and powers granted to Porter Capital in
this Agreement, or in any note or other Agreement given by Company to Porter
Capital, are cumulative and may be exercised singularly or concurrently with
such other rights as Porter Capital may have. These rights may be exercised from
time to time as to all or any part of the pledged collateral as Porter Capital
in its discretion may determine.

        28.  Written
Waiver. Porter Capital shall not be deemed to have waived any right or
remedy it may have hereunder unless such waiver is in writing and signed by
Porter Capital. A waiver by Porter Capital of a right or remedy under this
Agreement on one occasion shall not be deemed a waiver of a right or remedy on
any subsequent occasion.

        29.  Governing
Law and Jurisdiction.

        29.1 This Agreement
is, and shall be deemed to be, a contract entered into under and pursuant to the
laws of the State of Alabama and shall be in all respects governed, construed,
applied and enforced in accordance with the laws of the State of Alabama. No
defense given or allowed by the laws of any other state or country shall be
interposed in any action or proceeding hereon unless such defense is also given
or allowed by the laws of the State of Alabama. The parties agree that Alabama
bears a reasonable relationship to this transaction.

        29.2 The parties
hereto agree to submit to personal jurisdiction and acknowledge they are doing
business in the State of Alabama in any action or proceeding arising out of this
Agreement and, in furtherance of such agreement, they hereby agree and consent
that without limiting other methods of obtaining jurisdiction, that personal
jurisdiction in any such action or proceeding may be obtained within or without
the jurisdiction of any court located in Alabama and that any process or notice
or motion or other application to any such court in connection with any such
action or proceeding may be served by registered or certified mail, return
receipt requested, to or by personal service at their last known address whether
such address be within or without the jurisdiction of any such court. In the
event of litigation between Porter Capital and the Company, the Company agrees
that any requirement for a bond, be it for any order or other action in court,
shall not exceed two hundred and fifty dollars.

        30.  Invalid
Provisions. If any provision of this Agreement shall be declared illegal
or contrary to law, it is agreed that such provision shall be disregarded and
this Agreement shall continue in force as though such provisions had not been
incorporated herein. If a law, which applies to this Agreement and which sets
maximum loan charges, is finally interpreted so that the fees and commissions
charged by Porter Capital to Company or other charges collected or to be
collected in connection with this Agreement exceed the permitted limits under
any applicable law or statute, then: (i) any such fee or commission shall be
reduced by the amount necessary to reduce the charges to the
permitted limit; and (ii) any sums already collected from the Company which
exceed permitted limits will be applied and shall be deemed to have been
payments in reduction of the obligations
hereunder.

      

      31.  Further
Instruments. Company agree that, upon request from time to time of Porter
Capital, it will, at its expense, execute, acknowledge and deliver all such
additional instruments and further assurances and will do or cause to be done
all such further acts and things as may be reasonably necessary to fully
establish, confirm or perfect from time to time the security interest of Porter
Capital in the Collateral and to fully establish, confirm or perfect from time
to time the intention of this Agreement.

      32.  No
Jury Trial. The Company hereby irrevocably
and unconditionally waives, and Porter Capital by its acceptance of this
Agreement irrevocably and unconditionally waives, any and all right to trial by
jury in any action, suit or counterclaim arising in connection with, out of or
otherwise relating to this Agreement.

      33.  Entire
Agreement. This instrument contains the entire Agreement between the
parties. Any addendum or modification hereto must be signed by both parties in
order to have any force or effect.

      34.  Notices.
All notices, demands or requests (collectively, "Notice") made pursuant to,
under or by virtue of this Agreement must be in writing and sent to the party or
parties to whom or to which such Notice is being sent, by certified or
registered mail, return receipt requested, reputable overnight courier or
delivered by hand with receipt acknowledged in writing to the addresses first
hereinabove set forth. All notices shall be deemed given as follows: (a) if by
hand, immediately upon delivery along with said receipt evidencing such by hand
delivery; (b) if certified or registered mail, return receipt requested, postage
prepaid on the fifth (5th) business day after mailing; if by nationally
recognized overnight courier or any other overnight delivery service, on the
first business day after dispatch. All notices may be given either by a party or
such party's attorneys.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
         

        COMMERCIAL
FINANCING AGREEMENT

         

      

      35.  Effective
Date. This Agreement shall be effective only upon its execution by a duly
authorized officer of Porter Capital.

      36.  Duplicate
Originals. This Agreement may be executed in any number of duplicate
originals and each such duplicate original shall be deemed to constitute but one
and the same instrument.

      37.  Headings,
Etc. The headings, titles and captions of various paragraphs of this
Agreement are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions
hereof.

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      COMMERCIAL
FINANCING AGREEMENT

       

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

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                       

                                    	 	
                                      LUMEA,
      INC.,

                                      DBA LUMEA STAFFING OF
      CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF
      IL, INC

                                    	 
	 	 	 	 	 	 
	
                                       

                                    	
                                        

                                    	 	
                                      By:
      

                                    	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	President, a
      duly authorized officer	 


                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           

                                        	 	
                                          LUMEA,
      INC.,

                                          DBA
      LUMEA STAFFING OF CA, INC., LUMEA
      STAFFING, INC. AND LUMEA STAFFING OF IL, INC

                                        	 
	 	 	 	 	 	 
	
                                           

                                        	
                                            

                                        	 	
                                          By:
      

                                        	/s/ James C.
      Marshall	 
	 	 	 	 	CFO, a duly
      authorized officer	 


                                

                              

                            

                          

                        

                      

                    

                  

                

                
                   

                

              

            

          

        

      

       

      
         

        
          	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


        

         

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
               

            

          

        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      COMMERCIAL
FINANCING AGREEMENT

       

      
        
           

          
            
              	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:  ________________	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                   

                   

                

              

            

          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        	
                                 

                              	 	
                                
                                  PORTER
      CAPITAL CORPORATION

                                

                              	 
	 	 	 	 	 	 
	
                                 

                              	
                                  

                              	 	
                                By:
      

                              	/s/ Ron
      Williamson	 
	 	 	 	 	EVP, a duly
      authorized officer	 


                      

                    

                  

                

              

            

            
               

               

              
                
                  
                  

                

                
                  12

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

      
         

      

      COMMERCIAL
FINANCING AGREEMENT

       

      EXHIBIT
"B"

       

      Line
of Credit

      Upon the mutual
execution of this Agreement, Porter Capital will open an accounts receivable
line of credit in the amount of $5,000,000 for the Company. In exchange for said
line, Company shall pay a commitment fee of $0 upon execution of this document
and each renewal term hereunder.

       

      Fees

      The Company shall
pay a Service Fee on all monies borrowed equal to 0.65%, charged monthly on the
outstanding principal balance.

       

      Interest

      Interest shall be
charged by Porter Capital at the Prime Rate plus two percent on an annualized
basis, charged daily, collected monthly. Prime is defined as the rate published
in the Wall Street Journal.

       

      Advances
and Reserves

      The Advance Amount
shall be up to ninety percent of each invoice, with concentration limited to
twenty percent of eligible accounts receivable, and the Reserve Amount shall be
ten percent of each invoice and shall be held by Porter Capital in the Reserve
Account. If Porter Capital exercises its right under Section 13.3 of the
Agreement to charge back or cause customer to repurchase an account deemed the
subject to a Credit Dispute, Porter Capital shall nevertheless continue to
collect the account. Porter Capital will continue to list the account on the
aged receivable list and will charge an administrative fee of one percent of the
amount of said invoice per fifteen days to continue its collection efforts. If
payment on the account is made to the Company on an account deemed the subject
to a Credit Dispute, the proceeds will be immediately deposited in the Lockbox
Account. Failure by the Company to deliver the proceeds of an account deemed the
subject to a Credit Dispute to Porter Capital shall be deemed a Misdirected
Payment and the Company shall pay Porter Capital on all advances interest at the
greater of (i) 12.0% per annum and (ii) or the Prime Rate as determined by
Citibank, N.A. plus 6% on an annualized basis, charged daily, collected at the
end of each month until all advances are paid in full and all Obligations are
satisfied.

       

      Miscellaneous
Covenants

      The Company
represents and warrants that funds provided to the Company by Porter Capital
shall only and exclusively be used for Company purposes; the transfer or use of
any such funds by any affiliates or parent of the Company shall constitute a
material breach of this Agreement.

       

      Lockbox

      Collections shall
be made to a lockbox located in Ridgefield, Connecticut, or Birmingham, Alabama,
as mutually agreed on by the Company and Porter Capital.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      COMMERCIAL
FINANCING AGREEMENT

       

      Lumea
Staffing of Il, Inc. Exhibit B

       

      Rebate
Schedule

      The "Purchased
Receivables" shall be bought at a discount of *ninety-four and three quarters
percent of their face amount. A rebate for prompt payment will be paid to the
Company by Porter Capital as follows:

       

      
        
          
            
              
                
                  
                    	
                            If the
      invoice is paid by

                            the
      Customer

                            between:

                          	
                            The amount
      rebated

                            to
      the Company

                            will
      be:

                          	
                            The net
      charge

                            to
      the Company

                            will
      be:

                          
	
                            1-30
      days

                          	
                            3.30%

                          	
                            1.65%

                          
	
                            31-60
      days

                          	
                            1.65%

                          	
                            3.30%

                          
	
                            61-90
      days

                          	
                            0%

                          	
                            4.95%

                          


                  

                

              

            

          

        

      

       

      Advances
and Reserves

      The Advance Amount
shall be up to eighty percent of each invoice, with concentration limited to
twenty percent of eligible accounts receivable, and the Reserve Amount shall be
fifteen and five hundredths percent of each invoice and shall be held by Porter
Capital in the Reserve Account. If Porter Capital exercises its right under
Section 13.3 of the Agreement to charge back or cause customer to repurchase an
account deemed the subject to a Credit Dispute, Porter Capital shall
nevertheless continue to collect the account. Porter Capital will continue to
list the account on the aged receivable list and will charge an administrative
fee of one percent of the amount of said invoice per fifteen days to continue
its collection efforts. If payment on the account is made to the Company on an
account deemed the subject to a Credit Dispute, the proceeds will be immediately
deposited in the Lockbox Account. Failure by the Company to deliver the proceeds
of an account deemed the subject to a Credit Dispute to Porter Capital shall be
deemed a Misdirected Payment and the Company shall pay Porter Capital on all
advances interest at the greater of (i) 12.0% per annum and (ii) or the Prime
Rate as determined by Citibank, N.A. plus 6% on an annualized basis, charged
daily, collected at the end of each month until all advances are paid in full
and all Obligations are satisfied.

       

      Miscellaneous
Covenants

      The Company
represents and warrants that funds provided to the Company by Porter Capital
shall only and exclusively be used for Company purposes; the transfer or use of
any such funds by any affiliates or parent of the Company shall constitute a
material breach of this Agreement.

       

      Lockbox

      Collections shall
be made to a lockbox located in Ridgefield, Connecticut, or Birmingham, Alabama,
as mutually agreed on by the Company and Porter Capital.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
         

      

      COMMERCIAL
FINANCING AGREEMENT

      Exhibit C

      PORTER
CAPITAL CORPORATION

      Working
Capital OvernightTM

      2112
First Avenue North, Birmingham, Alabama 35203 R
205-322-5442


      Fax:
205-322-7719 R
Offices
in New York and Connecticut

       

      [date]

       

      [name
and address of account
debtor]                                                                                      

       

      Re:    Invoice
Acknowledgement Agreement

       

      Ladies
and Gentlemen:

       

      ________________________________
(“Vendor”) has requested that we accept an assignment of the invoice(s) listed
below (the “Invoices”). Accordingly, payment of the Invoices must be made
directly to us at Porter Capital Corporation, P.O. Box 12105, Birmingham, AL
35202.

       

      To induce
us to accept and rely upon this agreement, please confirm that the Invoices will
be paid to us without setoff, defense, counterclaim or recoupment. For our
mutual benefit, should litigation arise between us relating to our relationship
with the Vendor, the prevailing party shall be entitled to recover all costs,
expenses, and actual attorney’s fees. The signor below is duly authorized to
sign this agreement. The Invoices are:

      
        


        
          
            
              	
                      DATE

                    	
                      INVOICE
      NUMBER

                    	
                      AMOUNT

                    
	 	 	 
	 
      	 
      	
                      $_______________

                    
	 	 	 
	 
      	 
      	
                      $_______________

                    


            

          

        

        
Please
feel free to contact us should you have any question regarding this letter
agreement.

      

       

      
         

        
          
             

            
              
                
                  
                    
                      
                        
                          	 	 	Very truly
    yours,	 
	 	 	 	 
	
                                   

                                	 	
                                  
                                    PORTER
      CAPITAL CORPORATION

                                  

                                	 
	 	 	 	 	 	 


                        

                      

                    

                  

                

              

               

            

          

        

      

      CONFIRMED:

      [name of
borrower]

      By: 
_______________________________

      Title: 
______________________________

       

      ACCEPTED
AND AGREED TO: 

      [name of
account debtor]

      
        By: 
_______________________________

        Title: 
______________________________

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        
        

      

      Security
Agreement

      EXHIBIT
"D"

      SECURITY
AGREEMENT

       

      Agreement (the
"Agreement") made this _______ day of March, 2009, between LUMEA,
INC., a Nevada corporation, known or trading as LUMEA
STAFFING OF CA, INC., a Nevada corporation, LUMEA
STAFFING, INC.., a Nevada corporation, and LUMEA
STAFFING OF IL, INC., an Illinois corporation, with a primary business
location at 7430 E. Butherus Dr., Suite D, Scottsdale, AZ 85260 with additional
business locations as reflected on attached Exhibit “I” (jointly, individually,
severally and collectively hereinafter referred to as “the "Company"), and PORTER
CAPITAL CORPORATION, an Alabama corporation with offices for the
transaction of business located at 292 Madison Avenue, NY, NY, 10017; 38 Grove
Street – Building C, Ridgefield, CT 06877; and 2112 First Avenue North,
Birmingham, Alabama 35203 ("Porter Capital"). Company and Porter Capital agree
and shall be legally bound as follows:

      W
I T N E S S E T H

      WHEREAS,
Porter Capital and Company have this day entered into a commercial
financing agreement and other related documents wherein Porter Capital has
agreed to purchase, at a discount, certain accounts receivables and/or invoices
of the Company under certain terms and conditions (collectively the "Commercial
Financing Agreement"); and WHEREAS,
in order to secure the Company's payment of any sums which may become due
under the Commercial Financing Agreement, Company is granting Porter Capital a
security interest in all of its personal property and assets of any nature,
including but not limited to its inventory, equipment, trade fixtures, good
will, and accounts receivables all as more particularly set forth below; NOW,
THEREFORE, it is agreed as follows:

       

      1.  Granting
of Security Interest. To secure the payment of any sums which have or may
become due by the Company to Porter Capital pursuant to the Commercial Financing
Agreement and also to secure any other indebtedness or liability of the Company
to Porter Capital, direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, including all future advances or loans
which may be made at the option of Porter Capital to the Company (hereinafter
referred to as "Obligations"), Company hereby grants and conveys to Porter
Capital a security interest in, and mortgages to Porter Capital the "Property"
as defined in paragraph 2 below. The Company and Porter Capital agree that at
the termination of this agreement both parties shall exchange mutual releases of
all claims, each against the other, and that no liens against the Company’s
assets shall be lifted until such releases are signed by both
parties.

      2.  "The
Property". All of the following, whether now existing or hereafter
arising, shall be deemed secured and mortgaged by this Agreement (the
"Property"): (a) all of
the Company's accounts, proceeds from accounts, contract rights, instruments,
documents, chattel paper, copyrights, patents, computer codes, software,
trademarks, other intellectual property rights, any property rights not
specifically set forth herein which may be specific to the business of the
company, and general intangibles, as such terms are defined in the Uniform
Commercial Code, as enacted in the State of Alabama ("UCC"); (b) all forms of
obligations owing to the Company, including but not limited to all tax refunds
and tax refund claims, letters of credit and all proceeds thereof; (c) all
guarantees, security, and liens which the Company may hold for the payment or
performance of any item of Property (including, without limitation, all rights
of stoppage in transit, replevin, and reclamation and as an unpaid vendor or
lienor); (d) all rights to goods represented by any item of Property or the sale
of which goods gave rise to any item of Property including, without limitation,
all rights upon return, replevin, or repossession of such goods, all documents
of title, warehouse receipts, bills of lading, books, records and other
documents relating to any of the Property; (e) the Company's goodwill; (f) all
books, records, and lists, in whatever form maintained; (g) all the Company's
inventory, wherever located, whether in the Company's or some other person's
possession, including, without limitation, all raw materials, supplies work in
process, and finished products manufactured by and/or held for sale or lease or
to be furnished in connection with the Company's business, as well as any and
all computer code, software, software products, or databases; (h) all equipment
(as defined in the UCC), whether in the Company's or some other person's
possession, including, without limitation, all machinery, accessories, motors,
controls, engines, dies, tools, jigs, benches, tables, computers and data
fixtures, and all substitutions, accretions, replacements, and additions thereto
and all other component and auxiliary parts used in connection therewith or
attached thereto; (I) any other property of the Company of any kind or nature
coming into Porter Capital's actual or constructive possession, custody or
control, or in transit to Porter Capital or his agent for whatever purpose, and
all proceeds of any item of Property and all proceeds of such proceeds,
including, without limitation, all payments under any indemnity, warrant or
guaranty payable with respect to the Property, all awards for taking by eminent
domain, and all proceeds of fire or other insurance.

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

      
        3.  Representations
and Warranties. Company represents and warrants to Porter Capital as
follows: 

        (a   To pay and perform
all of the Obligations secured by this Agreement in accordance with their
respective terms.

      

      (b   To
defend title to the Property against all persons and against all claims and
demands whatsoever, which Property, except for the security interest granted
hereby, is lawfully owned by the Company and is now free and clear of any and
all liens, security interests, claims, charges, encumbrances, taxes and
assessments except as may be set forth specifically herein.

      (c   On
demand of Porter Capital to do the following: (i) furnish further assurances of
title; (ii) execute any written agreement or do any other acts necessary to
effectuate the purposes and provisions of this Agreement; and (iii) execute any
instrument or statement required by law or otherwise in order to perfect,
continue or terminate the security interest of Porter Capital in the Property
and pay all costs of filing in connection therewith.

      (d   To
retain possession of the Property during the existence of this Agreement and not
to sell, exchange, assign, loan, deliver, lease, mortgage or otherwise dispose
of same, other than in the ordinary course of business, without the written
consent of Porter Capital. Although proceeds of the Property are covered herein,
Porter Capital in no way has authorized sale of the Property by the
Company.

      (e   To
keep the Property at the principal office of the Company and not to remove the
same, except in the ordinary course of business, without the prior written
consent of Porter Capital.

      (f   
To keep the Property free and clear of all liens, charges, encumbrances, taxes
and assessments.

      (g   To
pay, when due, all taxes, assessments, and license fees relating to the
Property.

      (h   To
keep the Property, at the Company's own cost and expense, in good repair and
condition and not to misuse, abuse, waste, or allow to deteriorate except for
normal wear and tear and to make the same available for inspection by Porter
Capital at all reasonable times.

      (i   
To keep the Property insured against loss or potential loss by fire (including
extended coverage), theft and other hazards as Porter Capital may require and to
obtain collision insurance if applicable. Policies shall be in such form and
amounts and with such companies as Porter Capital may designate. Policies shall
be obtained from responsible insurers authorized to do business in the state in
which the Property is located. Certificates of insurance or policies, payable to
the respective parties as their interest may appear, shall be deposited with
Porter Capital who is authorized, but under no duty, to obtain such insurance
upon the failure of the Company to do so. Company shall give immediate written
notice to Porter Capital and to insurers of loss or potential loss or damage to
the Property and shall promptly file proofs of loss or potential loss with
insurers. Company hereby appoints Porter Capital its attorney-in-fact in
obtaining, adjusting and canceling any such insurance and endorsing settlement
drafts and hereby assigns to Porter Capital all sums which may become payable
under such insurance, including return premiums and dividends, as additional
security for the Obligations.

      (j   
To immediately notify Porter Capital in writing of any change in or
discontinuance of Company's place or places of business and/or
residence.

      4. Events
of Default. If any of the following occur ("Event of Default"), Porter
Capital may, but shall not be required to, without presentment or demand,
declare the immediate payment of the Obligations, with all accrued interest, if
any, and all applicable charges due thereunder:

      (a   upon
the non-payment by Company of any amount when due or any other default under the
Commercial Financing Agreement or any other agreement between Porter Capital and
the Company;

      (b   the
failure by the Company to comply with or perform any provision of this
Agreement;

      (c   any
false or misleading representations or warranties made or given by the Company
in connection with this Agreement;

      (d   upon
the non-payment by Company of any charges of rent under any premises or
equipment leases used by the Company to operate its business, or the failure to
comply with any terms of any such lease, which is not cured within the time and
in the manner provided for in the lease.

      (e   upon
the further surrender,
transfer, pledging, assignment or granting of a security interest by Company in
the Property without the prior written consent of Porter Capital;

      (f   
upon the attachment of any further lien on the Property; or

      (g   the
appointment of any receiver or trustee for all or a substantial portion of the
assets of Company;

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

      
        (h   a
general assignment for the benefit of creditors by Company or a voluntary or
involuntary filing under any bankruptcy or similar law which is not dismissed
with prejudice within 60 days;

        (i   
the failure of the Company to pay all taxes to every government agency in a
timely manner.

      

      5. Acceleration.
In the event Company shall have failed to cure an Event of Default within the
specified time period and Porter Capital has declared the Obligations due,
interest on the Obligations and any other amounts due under the Continuing
Guaranty or this Agreement shall accrue at the rate of eighteen percent per
annum or the highest legal interest rate, whichever is greater. This shall not
constitute an extension of time for the payment of any Obligations or other sums
due to Porter Capital.

      6. Remedies.
If any Event of Default shall occur, which remains uncured, Porter Capital, in
addition to any other rights and remedies it may have at law, including those
set forth below, and shall have and may exercise immediately and without demand,
any and all rights and remedies granted to a secured party upon default under
the UCC or such other measures as Porter Capital deems necessary to preserve its
security interest in the Property.

      (a   If
an Event of Default shall occur and the Company elects to declare the
Obligations due and payable in accordance with this Agreement, and the Company
fails to cure its default or pay the Obligations; Porter Capital may, but shall
not be obligated to, sell, assign and deliver the Property at public or private
sale, for cash, upon credit or for future delivery with or without advertisement
of the time, place or terms of sale except that if the sale be a private sale,
ten (10) days notice in writing from Porter Capital of the time and place of
sale and the terms of sale shall be given to the Company. In case of any sale on
credit or for future delivery, the Property sold shall be retained by Porter
Capital until the sale price is paid, but Porter Capital shall incur no
liability if the purchaser fails. to take up and pay for the Property sold, in
which event the Property may again be sold. At any sale, Porter Capital may
purchase the Property sold, free from all right of redemption of the Company
which is hereby waived and released.

      (b   In
case of any sale, Porter Capital may first deduct all expenses of collection,
sale and delivery of the Property sold and any expenses incidental thereto,
including, but not limited to reasonable attorneys' fees, brokerage commissions
and transfer taxes, and may then apply the residue to any liability of the
Company under the Obligations, and shall return the surplus, if any, to the
Company. Any sale conducted upon the foregoing terms shall be deemed
commercially reasonable.

      (c   The
Company agrees that Porter Capital shall have the right to continue to retain
the Property until such time that Porter Capital in its reasonable judgment
believes that an advantageous price can be secured for the Property; Porter
Capital shall not be liable to the Company for any loss or potential loss in the
value of the Property by reason of any such retention of the Property by Porter
Capital. If Porter Capital shall not commence to dispose of the Property within
ninety (90) days after the right to dispose of the Property shall have accrued,
then the Company shall have the right, at any time thereafter, and prior to the
time that Porter Capital shall commence to dispose of the Property to request of
Porter Capital that it dispose of the Property or the Company itself at its own
cost and expense, have the right to dispose of the Property provided, however,
that in the case of the former, Porter Capital shall not be obligated to dispose
of the Property unless the net proceeds to be received therefrom shall be
sufficient to satisfy in full the then obligations of the Company to Porter
Capital, and that in the case of the latter, any disposition of the Property by
the Company must be upon terms and conditions consented to by Porter Capital,
and Porter Capital shall be obligated to give such consent if the net proceeds
to be received from such disposition shall be sufficient to satisfy in full the
then Obligations of the Company to Porter Capital.

      (d  
Porter Capital shall not be liable to the Company for any agents' or brokers'
fees incurred in connection with the sale of the Property.

      7. Uniform
Commercial Code. The UCC of the State of Alabama shall govern the rights,
duties and remedies of the parties and any provisions herein declared invalid
under any law shall not invalidate any other provisions of this Agreement. The
Company hereby authorizes Porter Capital or its agents or assigns to sign and
execute on the Company's behalf any and all necessary UCC-1 forms to perfect the
Security Agreement interest herein above granted to Porter Capital.

      8.  No
Offsets. The Company covenants and warrants that it is now the owner of
the Property and that there are no defenses or offsets to this Agreement or to
the Continuing Guaranty which it secures.

      9.  Attorney-in-Fact.
The Company hereby irrevocably
appoints Porter Capital as its attorney-in-fact in connection with the Property
and to execute and file on its behalf any financing statements, or other
statements in connection therewith with the appropriate public
office.

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

      
        10. Joint
and Several Liability. In the event this Agreement is executed by more
than one person, firm or corporation, the liability of the "Company" hereunder
shall be joint and several.

        11. Reimbursement.
The Company agrees that, with or without notice or demand, it will reimburse
Porter Capital, for all costs and expenses (including, without limitation,
reasonable attorney's fees) incurred by Porter Capital in connection with the
collection of the Obligations or any portion thereof or in any action or
proceeding brought by Porter Capital to enforce the obligations of the Company
under this Agreement. Porter Capital shall have the right but not the obligation
to examine the Company's books and records at any time during reasonable
business hours once per quarter, the expense of such field examination to be
charged against the Company. In the
event of a default under this agreement, Porter Capital shall have the right to
examine the Company's books once a month and the Company shall pay for this
expense.

      

      12.  Application
of Payments. All moneys available to Porter Capital for application in
payment or reduction of the Obligations may be applied by Porter Capital in such
manner and in such amounts and at such time or times and in such order, priority
and proportions as Porter Capital may see fit to the payment or reduction of
such portion of the Obligations as Porter Capital may
elect.

      13.  Successors
and Assigns. Each reference herein to Porter Capital shall be deemed to
include its successors and assigns, in whose favor the provisions of this
guaranty shall also inure. Each reference herein to the Company shall be deemed
to include the heirs, executors, administrators, legal representatives,
successors and assigns of the Company, all of whom shall be bound by the
provisions of this Agreement, provided, however, that the Company shall in no
event or under any circumstance have the right, without obtaining the prior
written consent of Porter Capital, to assign or transfer the Company's
obligations and liabilities under this Agreement, in whole or in part, to any
other person, party or entity.

      14.  Non-Waiver.
No delay on the part of Porter Capital in exercising any right or remedy under
this Agreement or failure to exercise the same shall operate as a waiver in
whole or in part of any such right or remedy. No notice to or demand on the
Company shall be deemed to be a waiver of the obligation of the Company or the
right of Porter Capital to take further action without notice or demand as
provided in this Agreement.

      15.  Further
Modification. This Agreement may only be modified, amended, changed or
terminated by an agreement in writing signed by Porter Capital and the Company.
No waiver of any term, covenant or provision of this Agreement shall be
effective unless given in writing by Porter Capital and if so given by Porter
Capital shall only be effective in the specific instance in which
given.

      16.  Unconditional
Agreement. The Company acknowledges that this Agreement and the Company's
obligations under this Agreement are and shall at all times continue to be
absolute and unconditional in all respects, and shall at all times be valid and
enforceable irrespective
of any other agreements or circumstances of any nature whatsoever which might
otherwise constitute a defense to this Agreement and the obligations of the
Company under this Agreement or the obligations of any other person or party
relating to this Agreement or the obligations of the Company thereunder or
otherwise with respect to the Obligations. This Agreement sets forth the entire
agreement and understanding of Porter Capital and the Company, and the Company
absolutely, unconditionally and irrevocably waives any and all rights to assert
any defense, set-off, counterclaim or cross claim of any nature whatsoever with
respect this Agreement or the obligations of any other person or party
(including, without limitation, Company) relating to this Agreement or the
obligations of the Company hereunder or otherwise with respect to the
Obligations in any action or proceeding brought by Porter Capital to collect the
Obligations, or any portion thereof, or to enforce the obligations of the
Company under this Agreement. The Company acknowledges that no oral or other
agreements, understandings, representations or warranties exist with respect to
the obligations of the Company under this Agreement, except those specifically
set forth in this Agreement.

      17.  No
Jury Trial. The Company hereby irrevocably and unconditionally waives,
and Porter Capital by its acceptance of this Agreement irrevocably and
unconditionally waives, any and all right to trial by jury in any action, suit
or counterclaim arising in connection with, out of or otherwise relating to this
Agreement.

      18.  No
Subrogation. Notwithstanding any payments made by the Company pursuant to
the provisions of this Agreement, the Company shall have no right of subrogation
in and to the Commercial Financing Agreement or any other security held by or
available to Porter Capital for the Obligations or the payment thereof until the
Obligations have been paid in full to Porter Capital.

      19.  Actions
and Proceedings. Porter Capital may, but shall not be obligated to appear
in and defend any action or proceeding brought with respect to the Property and
to bring any action or proceeding, in the name and on behalf of Company, which
Porter Capital, in its discretion, feels should be brought to protect its
interest in the Property.

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

      
        20.  Further
Instruments. Company agree that, upon request from time to time of Porter
Capital, it will, at its expense, execute, acknowledge and deliver all such
additional instruments and further assurances and will do or cause to be done
all such further acts and things as may be reasonably necessary to fully
establish, confirm or perfect from time to time the security interest of Porter
Capital in the Property.

        21.  Governing
Law. This Agreement is, and shall be deemed to be, a contract entered
into under and pursuant to the laws of the State of Alabama and shall be in all
respects governed, construed, applied and enforced in accordance with the laws
of the State of Alabama. No defense given or allowed by the laws of any other
state or country shall be interposed in any action or proceeding hereon unless
such defense is also given or allowed by the laws of the State of
Alabama.

      

      22.  Jurisdiction.
All of the parties hereto agree to submit to personal jurisdiction and
acknowledge they are doing business in the State of Alabama for any action or
proceeding arising out of this Agreement and, in furtherance of such agreement,
they hereby agree and consent that without limiting other methods of obtaining
jurisdiction, that personal jurisdiction in any such action or proceeding may be
obtained within or without the jurisdiction of any court located in Alabama and
that any process or notice or motion or other application to any such court in
connection with any such action or proceeding may be served by registered or
certified mail, return receipt requested, to or by personal service at their
last known address whether such address be within or without the jurisdiction of
any such court.

      23.  Notices.
All notices, demands or requests (collectively, "Notice") made pursuant to,
under or by virtue of this Agreement must be in writing and sent to the party or
parties to whom or to which such Notice is being sent, by certified or
registered mail, return receipt requested, reputable overnight courier or
delivered by hand with receipt acknowledged in writing to the addresses first
hereinabove set forth. All notices (a) shall be deemed given when received in
accordance herewith and (b) may be given either by a party or such party's
attorneys.

      24.  Duplicate
Originals. This Agreement may be executed in any number of duplicate
originals and each such duplicate original shall be deemed to constitute but one
and the same instrument.

      25.  Headings,
Etc. The headings, titles and captions of various paragraphs of this
Agreement are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions
hereof.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	 	
                                  LUMEA,
      INC.,

                                  DBA LUMEA STAFFING OF
      CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF
      IL, INC

                                	 
	 	 	 	 	 	 
	
                                   

                                	
                                    

                                	 	
                                  By:
      

                                	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	President, a
      duly authorized officer	 


                        

                      

                    

                  

                

              

            

            
               

              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         

                                      	 	
                                        LUMEA,
      INC.,

                                        DBA
      LUMEA STAFFING OF CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF IL,
      INC

                                      	 
	 	 	 	 	 	 
	
                                         

                                      	
                                          

                                      	 	
                                        By:
      

                                      	/s/ James C.
      Marshall	 
	 	 	 	 	CFO, a duly
      authorized officer	 


                              

                            

                          

                        

                      

                    

                  

                  
                     

                  

                

              

            

          

        

         

        
           

          
            	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


          

           

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

              

            

          

        

      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Security
Agreement

       

      
        
           

          
            	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:  ________________	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

                 

                 

                 

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        	
                                 

                              	 	
                                
                                  PORTER
      CAPITAL CORPORATION

                                

                              	 
	 	 	 	 	 	 
	
                                 

                              	
                                  

                              	 	
                                By:
      

                              	/s/ Ron
      Williamson	 
	 	 	 	 	EVP, a duly
      authorized officer	 


                      

                    

                  

                

              

            

            
               

            

          

        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

           

        

      

      EXHIBIT
"E"

       

      CERTIFIED
COPY OF RESOLUTIONS

       

       

      "RESOLVED, that the
Commercial Financing Agreement dated as of the _____ day of March, 2009 between
this
company and PORTER CAPITAL CORPORATION and all other agreements and documents
connected therewith be, and the same hereby are, approved on the terms and
conditions as set forth therein;

       

      "RESOLVED, that any
officer of this company be, and he hereby is, authorized and directed to enter
into said agreement and all other agreements and documents connected therewith
and to execute the same for and on behalf of this company on the terms and
conditions set forth therein;

       

      "RESOLVED, that any
officer of this company be, and he hereby is, authorized and directed to
negotiate, agree upon, execute and deliver, from time to time, in the name of
and on behalf of, this company, such agreements, amendments and supplements to
said agreement or any other agreement or documents connected therewith,
documents, instruments, certificates, notices, and further assurances, and to
perform any and all such acts and things as may be required by PORTER CAPITAL
CORPORATION in connection with said agreement or any other agreement or document
connected therewith, or may to him seem necessary or proper to implement and
effect complete consummation of said agreement or any other agreement or
document connected therewith in all respects and the purposes set forth in these
resolutions;

       

      "RESOLVED, that
these regulations shall remain in full force and effect until written notice of
their amendment or repeal shall be received by PORTER CAPITAL CORPORATION and
until all indebtedness and obligations arising out of said agreement and all
other agreements and documents connected therewith shall have been paid and
satisfied in full."

       

      The undersigned,
James C. Marshall, as the duly constituted Secretary of LUMEA,
INC, DBA LUMEA STAFFING
OF CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF IL, INC. hereby
certifies that the foregoing is a true and correct copy of the resolutions duly
adopted at a meeting of the Board of Directors of LUMEA, INC, DBA LUMEA STAFFING
OF CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF IL, INC., duly called,
noticed, and held on the _____ day of March, 2009, at which meeting there was at
all times present and acting
a quorum of the members of said Board; that said resolutions are in full force
and effect; that the following is a true and correct list of the present
officers of the corporation:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	 
	 	
                                        Edmond L.
      Lonergan 

                                      	President/Director
	 	
                                         

                                      	 
	 	James C.
      Marshall 	Secretary/Treasurer/CFO/Director 
	 	 	 
	 	
                                         

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
         

      

       

      and that
the following is a true and correct list of the present shareholders of the
corporation:

       

      
        


        
          
            
              
                
                  
                    
                      
                        	EMTA
      HOLDINGS, INC. 	 	
                                100%

                              
	 	 	 


                      

                    

                  

                

              

            

          

        

        
 

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	 	 	 	 	 
	
                                         

                                      	
                                          

                                      	 	
                                         

                                      	/s/ James C.
      Marshall	 
	 	 	 	 	
                                        James C.
      Marshall

                                        Secretary of
      the Corporation

                                      	 
	 	 	 	 	 	 
	 	(SEAL) 	 	 	Dated: 
      _________________________	 
	 	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

                 

                
                  
                    
                    

                  

                  
                    24

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

         

      

      EXHIBIT
"E"

       

      CERTIFIED
COPY OF RESOLUTIONS

       

      "RESOLVED, that the
Commercial Financing Agreement dated as of the _______ day of March, 2009
between this company and
PORTER CAPITAL CORPORATION and all other agreements and documents connected
therewith be, and the same hereby are, approved on the terms and conditions as
set forth therein;

       

      "RESOLVED, that any
officer of this company be, and he hereby is, authorized and directed to enter
into said agreement and all other agreements and documents connected therewith
and to execute the same for and on behalf of this company on the terms and
conditions set forth therein;

       

      "RESOLVED, that any
officer of this company be, and he hereby is, authorized and directed to
negotiate, agree upon, execute and deliver, from time to time, in the name of
and on behalf of, this company, such agreements, amendments and supplements to
said agreement or any other agreement or documents connected therewith,
documents, instruments, certificates, notices, and further assurances, and to
perform any and all such acts and things as may be required by PORTER CAPITAL
CORPORATION in connection with said agreement or any other agreement or document
connected therewith, or may to him seem necessary or proper to implement and
effect complete consummation of said agreement or any other agreement or
document connected therewith in all respects and the purposes set forth in these
resolutions;

       

      "RESOLVED, that
these regulations shall remain in full force and effect until written notice of
their amendment or repeal shall be received by PORTER CAPITAL CORPORATION and
until all indebtedness and obligations arising out of said agreement and all
other agreements and documents connected therewith shall have been paid and
satisfied in full."

       

      The undersigned,
Edmond L. Lonergan, as the duly constituted President/Secretary of EMTA
HOLDINGS, INC. hereby certifies that the foregoing is a true and correct
copy of the resolutions duly adopted at a meeting of the Board of Directors of
EMTA HOLDINGS, INC, duly called, noticed, and held on the _____ day of March,
2009, at which meeting
there was at all times present and acting a quorum of the members of said Board;
that said resolutions are in full force and effect; that the following is a true
and correct list of the present officers of the corporation:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	 	 
	 	
                                                Edmond
      L. Lonergan 

                                              	President/Secretary
	 	
                                                 

                                              	 
	 	
                                                 

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
         

      

      and that
the following is a true and correct list of the present shareholders of the
corporation:

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	
                                                   
      %

                                          
	 	 	 
	 	 	
                                                   
      %

                                          
	 	 	 
	 	 	
                                                   
      %

                                          
	 	 	 
	 	 	
                                                   
      %

                                          
	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
 

            

          

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 	 	 	 
	
                                           

                                        	
                                            

                                        	 	
                                           

                                        	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	
                                          Edmond L.
      Lonergan

                                          Secretary of
      the Corporation

                                        	 
	 	 	 	 	 	 
	 	(SEAL) 	 	 	Dated: 
      _________________________	 
	 	 	 	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

                
                   

                

              

            

          

        

      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
"F"

       

      PERFORMANCE
COVENANT & WAIVER

       

      WHEREAS,
LUMEA, INC., a Nevada corporation, known or trading as LUMEA
STAFFING OF CA, INC., a Nevada corporation, LUMEA
STAFFING, INC.., a Nevada corporation, and LUMEA
STAFFING OF IL, INC., an Illinois corporation, with a primary business
location at 7430 E. Butherus Dr., Suite D, Scottsdale, AZ 85260 with additional
business locations as reflected on attached Exhibit “I” (jointly, individually,
severally and collectively hereinafter referred to as “the "Company"), has
entered into a commercial financing agreement and other related documents dated
as of the date hereof with PORTER
CAPITAL CORPORATION, an Alabama corporation with an office for the
transaction of business at 292 Madison Avenue, NY, NY, 10017; 38 Grove Street –
Building C, Ridgefield, CT 06877; and 2112 First Ave. North, Birmingham, Alabama
35203, (hereinafter respectively referred to as the "Commercial Financing
Agreement" and "Porter Capital"), wherein Porter Capital has agreed to purchase,
at a discount, certain accounts receivable and/or invoices of the Company under
certain terms and conditions; and

      WHEREAS,
Porter Capital is willing to purchase the accounts receivable and/or
invoices from the Company only if the undersigned executes and delivers this
Performance Covenant and Waiver (also referred to herein as the "Guaranty")
guarantying payment to Porter Capital of any of the Obligations of the Company
(as defined herein) which may become due and payable in the manner hereinafter
provided.

      NOW
THEREFORE, in consideration of Ten ($10.00) Dollars, and other good and
valuable consideration, the receipt of which is hereby acknowledged, and in
order to induce Porter Capital to enter into the Commercial Financing Agreement,
the undersigned covenants and agrees with Porter Capital as
follows:

      1. Guaranty
of Obligations
- The undersigned, jointly and severally, unconditionally guarantee
to Porter Capital full payment and prompt and faithful performance by the
Company of all of its present and future indebtedness and obligations to Porter
Capital. The words "indebtedness" and "obligations" are used herein in their
most comprehensive sense and include any and all advances, debts, obligations,
and liabilities of the Company heretofore including without limitation
attorneys' fees, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, and whether the Company may be liable
individually or jointly with others, or whether recovery may be or hereafter
become barred by any statute of limitations or otherwise become unenforceable.
Said indebtedness and obligations guaranteed hereunder shall be collectively
referred to herein as "Obligations."

      2. Default - Any one or more of
the following shall be a default hereunder:

      
        	
                 
      

              	
                (a)

              	
                any default
      in the payment or performance of any instrument (including without
      limitation the Commercial Financing Agreement), or of the Obligations
      hereby guaranteed; or

              


      

      
        	
                 
      

              	
                (b)

              	
                any warranty,
      representation, statement, or report made or delivered to Porter Capital
      by or on behalf of the Company, or the undersigned, being incorrect,
      false, untrue, or misleading when given in any material respect whatever;
      or

              


      

      
        	
                 
      

              	
                (c)

              	
                a dissolution
      of the Company or the transfer, hypothecation, or liquidation of all or
      substantially all of the Company's assets;
or

              


      

      
        	
                 
      

              	
                (d)

              	
                the sale,
      transfer, conveyance, hypothecation or alienation of any shareholder's
      interest in the Company.

              


      

      In the event of any
of the foregoing, the Obligations hereby guaranteed shall become, for the
purpose of this Agreement, due and payable by the undersigned forthwith without
demand or notice.

      3. Presumption
of Default -
In the event that Porter Capital shall have purchased an Account
Receivable from the Company which shall not have been paid in full when due at a
time when the Customer to which such Account Receivable was billed (1) has not
become unable to pay its debts because of financial problems or insolvency or
both, (2) has not had the appointment of any receiver or trustee for all or a
substantial portion of its assets, (3) has not filed a general assignment for
the benefit of creditors, or (4) has not had filed against it an involuntary or
voluntary Bankruptcy proceeding, then the failure of the Customer to pay such
Account Receivable shall be presumed to be the result of the Company's breach of
a representation, warranty, covenant, or obligation in the Commercial Financing
Agreement with respect to the Account Receivable to which it
relates.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      Performance
Covenant

       

      4.  Authority
of Officers - Porter Capital shall not be required to inquire into the
powers of the Company or the officers, directors, agents, acting or purporting
to act in its behalf, and any Obligations made or created in reliance upon the
professed exercise of such powers shall be deemed to be guaranteed
hereunder.

      5.  Repurchase
of Invoices - Porter Capital agrees that it generally will refrain from
making credit inquiries of the Company's customers prior to its purchase of
Accounts. Porter Capital shall rely on the Company to determine a customer's
credit-worthiness when presenting an Account of the Company for purchase and
sale. Furthermore, Porter Capital agrees to generally refrain from contacting
the customers of the Company from whom it is buying Accounts, unless there is a
breach or default under this Agreement or the Commercial Financing Agreement. It
is acknowledged by the undersigned that as a result of Porter Capital's
refraining from making credit inquiries, Porter Capital may be purchasing
Accounts of the Company which fail to meet Porter Capital's normal underwriting
requirements. As such, the undersigned agree(s) to purchase and Porter Capital
agrees to sell any Account purchased by Porter Capital from the Company which
has not been paid in full within 90 days from the date an invoice is mailed by
Porter Capital to the account debtor/customer of Company and which cannot be
charged back to the Company under the provisions of the Credit Financing
Agreement. The purchase price for any Accounts sold by Porter Capital to the
undersigned shall be the amount advanced by Porter Capital plus the discount fee
charged by Porter Capital. The undersigned shall pay such purchase price for any
sold Accounts to Porter Capital within three (3) days after oral or written
demand by Porter Capital that an Account has been sold to the undersigned under
the terms of this Agreement and that payment is due
thereon.

      6.  Rights
are Independent - The Obligations of the undersigned are independent of
the obligations of the Company under the Commercial Financing Agreement, and
separate action or actions may be brought and prosecuted by Porter Capital
against the undersigned whether or not the Company is joined in any such action
or actions.

      7.  Partnership
or Association - If the Company is a partnership or other association,
this Agreement shall be extended to and include, in addition to the undersigned,
the person or persons for the time being and from time to time carrying on the
business now conducted by the Company, notwithstanding any change or changes in
the name, structure, and/or membership of the
Company.

      8.  Financial
Condition of Company - The undersigned represent to Porter Capital that
they are now and will be completely familiar with the business, operation, and
overall economic condition of the Company and they hereby waive and relinquish
any duty on the part of Porter Capital to disclose any matter, fact, or thing
relating to the business, operation, or financial condition of the Company now
known or hereafter known by Porter Capital.

      9.  Guarantor's
Direct Benefit - The undersigned hereby represent and warranty that it is
in their direct economic interest to assist the Company because of the
undersigned's position(s) in and/or economic relation(s) with the
Company.

      10.  Joint
and Several Liability - All of the obligations of the undersigned (if
more than one) hereunder shall be joint and several.

      11.  Application
of Payments - All moneys available to Porter Capital for application in
payment or reduction of the Obligations may be applied by Porter Capital in such
manner and in such amounts and at such time or times and in such order, priority
and proportions as Porter Capital may see fit to the payment or reduction of
such portion of the Obligations as Porter Capital may
elect.

      12.  Modifications
and Extensions - The undersigned hereby consents that from time to time,
before or after any default by Company, with notice to or assent from the
undersigned, any security at any time held by or available to Porter Capital for
any obligation of Company for all or any portion of the Obligations, may be
exchanged, surrendered or released and any obligation of Company, may be
changed, altered, renewed, extended, continued, surrendered, compromised, waived
or released in whole or in part, or any default with respect thereto waived, and
may extend further credit in any manner whatsoever to Company, and generally
deal with Company or any such security as Porter Capital may see fit; and the
undersigned shall remain bound under this Guaranty notwithstanding any such
exchange, surrender, release, change, alteration, renewal, extension,
continuance, compromise, waiver, inaction, extension of further credit or other
dealings.

      13.  Waiver
of Notice - The undersigned hereby waives (a) notice of acceptance of
this Performance Covenant and Waiver and Guaranty and notice of the making any
advance by Porter Capital to Company under the Commercial Financing Agreement;
(b) presentment and demand for payment of the Obligations or any portion thereof; (c)
protest and notice of dishonor or default to the undersigned or to any other
person or party with respect to the Obligations or any portion thereof; (d) all
notices to which the undersigned might otherwise be entitled provided notice is
given to the Company if required pursuant to the terms of the Commercial
Financing Agreement and; (e) any demand for payment under this
Guaranty.

      
        
          
            
              
              

            

            
              28

              
                

              

            

            
              
              

            

          

        

      

       

      Performance
Covenant

       

      14.  Guaranty
of Payment - This is a guaranty of payment and not of collection and the
undersigned further waives any right to require that any action be brought
against Company or any other person or party or to require that resort be had to
any security.

      15.  Successors
and Assigns - Each reference herein to Porter Capital shall be deemed to
include its successors and assigns, in whose favor the provisions of this
Guaranty shall also inure. Each reference herein to the undersigned shall be
deemed to include the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned, all of whom shall be bound by the
provisions of this Guaranty, provided, however, that the undersigned shall in no
event or under any circumstance have the right, without obtaining the prior
written consent of Porter Capital, to assign or transfer the undersigned's
obligations and liabilities under this Guaranty, in whole or in part, to any
other person, party or entity.

      16.  Non-Waiver
- No delay on the part of Porter Capital in exercising any right or remedy under
this Guaranty or failure to exercise the same shall operate as a waiver in whole
or in part of any such right or remedy. No notice to or demand on the
undersigned shall be deemed to be a waiver of the obligation of the undersigned
or the right of the Porter Capital to take further action without notice or
demand as provided in this Guaranty.

      17.  Further
Modification - This Performance Covenant and Waiver may only be modified,
amended, changed or terminated by an agreement in writing signed by Porter
Capital and the undersigned. No waiver of any term, covenant or provision of
this Guaranty shall be effective unless given in writing by Porter Capital and
if so given by Porter Capital shall only be effective in the specific instance
in which given.

      18.  Unconditional
Guaranty - The undersigned acknowledges that this Performance Covenant
and Guaranty and the undersigned's obligations under this Guaranty are and shall
at all times continue to be absolute and unconditional in all respects, and
shall at all times be valid and enforceable irrespective of any other agreements
or circumstances of any nature whatsoever which might otherwise constitute a
defense to this Guaranty and the obligations of the undersigned under this
Guaranty or the obligations of any other person or party (including, without
limitation, the Company) relating to this Guaranty or the obligations of the
undersigned thereunder or otherwise with respect to the Obligations. This
Performance Covenant and Waiver sets forth the entire agreement and
understanding of Porter Capital and the undersigned, and the undersigned
absolutely, unconditionally and irrevocably waives any and all rights to assert
any defense, set-off, counterclaim or cross claim of any nature whatsoever with
respect this Guaranty or the obligations of any other person or party
(including, without limitation, the Company) relating to this Guaranty or the
obligations of the undersigned hereunder or otherwise with respect to the
Obligations in any action or proceeding brought by Porter Capital to collect the
Obligations, or any portion thereof, or to enforce the obligations of the
undersigned under this Guaranty. The undersigned acknowledges that no oral or
other agreements, understandings, representations or warranties exist with
respect to the obligations of the undersigned under this Guaranty, except those
specifically set forth in this Guaranty.

      19.  No
Jury Trial - The undersigned hereby irrevocably and unconditionally
waives, and Porter Capital by its acceptance of this Guaranty irrevocably and
unconditionally waives, any and all right to trial by jury in any action, suit
or counterclaim arising in connection with, out of or otherwise relating to this
Guaranty.

      20.  No
Subrogation - Notwithstanding any payments made by the undersigned
pursuant to the provisions of this Guaranty, the undersigned shall have no right
of subrogation in and to the Commercial Financing Agreement or any other
security held by or available to Porter Capital for the Obligations or the
payment thereof until the Obligations have been paid in full to Porter
Capital.

      21.  Governing
Law - This Guaranty is, and shall be deemed to be, a contract entered
into under and pursuant to the laws of the State of Alabama and shall be in all
respects governed, construed, applied and enforced in accordance with the laws
of the State of Alabama. No defense given or allowed by the laws of any other
state or country shall be interposed in any action or proceeding hereon unless
such defense is also given or allowed by the laws of the State of Alabama. If a
law, which applies to this Agreement and which sets maximum loan charges, is
finally interpreted so that the fees charged by Porter Capital to the
undersigned or other charges collected or to be collected in connection with
this Agreement or the Commercial Financing Agreement exceed the permitted limits
under any applicable law or statute, then: (i) any such charge shall be reduced
by the amount necessary to reduce the charge to the permitted limit; and (ii)
any sums already collected from the undersigned which exceeded permitted limits
will be applied and shall be deemed to have been payments in reduction of any
sum owed by the Company.

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      Performance
Covenant

       

      22.  Jurisdiction
- All of the parties hereto agree to submit to personal jurisdiction and
acknowledge they are doing business in the State of Alabama in any action or
proceeding arising out of this Guaranty and, in furtherance of such agreement,
they hereby agree and consent that without limiting other methods of obtaining
jurisdiction, that personal jurisdiction in any such action or proceeding may be
obtained within or without the jurisdiction of any court located in Alabama and
that any process or notice or motion or other application to any such court in
connection with any such action or proceeding may be served by registered or
certified mail, return receipt requested, to or by personal service at their
last known address whether such address be within or without the jurisdiction of
any such court.

      23.  Notices
- All notices, demands or requests (collectively, "Notice") made pursuant to,
under or by virtue of this Guaranty must be in writing and sent to the party or
parties to whom or to which such Notice is being sent, by certified or
registered mail, return receipt requested, reputable overnight courier or
delivered by hand with receipt acknowledged in writing to the addresses first
hereinabove set forth. All notices (a) shall be deemed given when received in
accordance herewith and (b) may be given either by a party or such party's
attorneys.

      24.  Severability
- In case any right of Porter Capital herein shall be held to be invalid,
illegal, or unenforceable, such invalidity, illegality and/or unenforceability
shall not affect any other right granted hereby. When such interpretation is
appropriate, any word denoting gender used herein shall include all persons,
natural or artificial, and words used in the singular shall include the plural.
The undersigned agree(s) that upon request from Porter Capital, it will, at its
expense, execute, acknowledge, and deliver all such additional instruments and
further assurances and will do or cause to be done all such further acts and
things as may be reasonably necessary to fully establish, confirm the intentions
of this Agreement.

      25.  Duplicate
Originals - This Performance Covenant and Waiver may be executed in any
number of duplicate originals and each such duplicate original shall be deemed
to constitute but one and the same instrument.

      26.  Headings,
Etc. - The headings, titles and captions of various paragraphs of this
guaranty are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions
hereof.

       

      IN
WITNESS WHEREOF, the undersigned has duly executed this Performance
Covenant and Waiver as of the _____ day of March,
2009.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                 

                              	 	
                                LUMEA,
      INC.,

                                DBA LUMEA STAFFING OF
      CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF
      IL, INC

                              	 
	 	 	 	 	 	 
	
                                 

                              	
                                  

                              	 	
                                By:
      

                              	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	President, a
      duly authorized officer	 


                      

                    

                  

                

              

            

            
               

               

              
                
                  
                  

                

                
                  30

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       

      Performance
Covenant

      
        
           

          
            	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


          

           

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                   

                   

                   

                   

                

              

            

          

        

        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	 	
                                  EMTA HOLDINGS,
      INC.

                                	 
	 	 	 	 	 	 
	
                                   

                                	
                                    

                                	 	
                                  By:
      

                                	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	President, a
      duly authorized officer	 


                        

                      

                    

                  

                

              

              
                 

              

            

          

        

      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      Performance
Covenant

       

      
        
          
            	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


          

           

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President of the EMTA HOLDINGS, 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:  ________________	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

               

               

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                   

                                	 	
                                  
                                    PORTER
      CAPITAL CORPORATION

                                  

                                	 
	 	 	 	 	 	 
	
                                   

                                	
                                    

                                	 	
                                  By:
      

                                	/s/ Ron
      Williamson	 
	 	 	 	 	a duly
      authorized officer	 


                        

                      

                    

                  

                

              

              
                 

                 

                
                  
                    
                    

                  

                  
                    32

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

      Performance
Covenant

       

      Exhibit
“G”

      MISDIRECTED
PAYMENT

       

      The Company and
Edmond L. Lonergan and James C. Marshall (“CLIENT”) agrees to the following:
Pursuant to the Commercial Finance Agreement of this date, CLIENT agrees that
even though Porter Capital Corporation (“PCC”) and CLIENT shall use their joint
best efforts to notify all customers/account debtors of CLIENT of the assignment
by CLIENT to PCC of certain accounts, some payments may be sent directly to
CLIENT which are the sole and exclusive property of PCC (i.e., payment on
invoices financed by PCC). In such circumstances, CLIENT promises not to
negotiate said check or other forms of payment, but to hold them in trust and
safekeeping for the benefit of PCC and to turn over to PCC the exact form of
payment received. That is, CLIENT agrees to turn over to PCC, immediately and in
kind, any such check or other form of payment(s), which is the property of PCC.
Further with respect thereto:

       

      
        	
                 
      

              	
                1.

              	
                CLIENT
      acknowledges that it has been notified by PCC of the potential civil or
      criminal liability or both for failure to fully comply herewith, that even
      the cashing, depositing and/or negotiation of any payment which is the
      property of PCC could result in civil and criminal liability or both and
      the penalties attendant thereto. Even if some employee of CLIENT
      negotiates such a check payment without CLIENT’s direct knowledge, CLIENT
      will be held liable for the acts of CLIENT’s employees, agents, and
      servants.

              


      

       

      
        	
                 
      

              	
                2.

              	
                CLIENT
      acknowledges that it has been notified by PCC that an indebtedness by
      CLIENT to PCC arising under circumstances as described herein above can
      constitute a debt which cannot be discharged in a Court of Bankruptcy, and
      that the conversion of check payments can be deemed an intentional act
      even though CLIENT did not specifically intend to take or convert said
      payments or damage PCC or both.

              


      

       

      
        	
                 
      

              	
                3.

              	
                CLIENT
      further acknowledges that it has been notified by PCC of handling
      procedures for any payments accepted via credit card for an outstanding
      invoice, shall be remitted to PCC the same day as credit card payment is
      accepted and CLIENT shall provide a copy of the receipt or bank
      transaction for said amount.

              


      

       

      Executed this ____
day of March, 2009, at 33747 N. Scottsdale Road, Ste 135, Scottsdale, AZ
85266.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                LUMEA,
      INC.,

                                DBA LUMEA STAFFING OF
      CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF
      IL, INC

                              	 
	 	 	 
	
                                By:
      

                              	/s/ Edmond L.
      Lonergan	 
	 	President, a
      duly authorized officer	 


                      

                    

                  

                

              

            

          

          
             

          

        

      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      Performance
Covenant

       

      
        
          
             

            
              	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


            

             

          

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

                 

                 

                 

              

            

          

        

      

      
        
           

          
             

            
              
                
                  
                    
                      
                        
                          
                            	
                                    LUMEA,
      INC.,

                                    DBA
      LUMEA STAFFING OF CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF IL,
      INC

                                  	 
	 	 	 
	
                                    By:
      

                                  	/s/ James C.
      Marshall	 
	 	CFO, a duly
      authorized officer	 


                          

                        

                      

                    

                  

                

              

              
                 

                
                  
                    
                    

                  

                  
                    34

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

      Performance
Covenant

       

      
         

        
          
            
               

              
                	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:  ________________	 
	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A - Attachment to UCC-1 --- Description of
Collateral

      Secured
Party: PORTER CAPITAL CORPORATION

       

        
          

        

      

       

      All of the
following, whether now existing or hereafter arising, are collateral
("Collateral") covered by this financing statement:

       

      
        	
                 
      

              	
                (a) all of
      the Company's accounts, proceeds from accounts, contract rights,
      instruments, documents, chattel paper, copyrights, patents, computer
      codes, software, trademarks, other intellectual property rights, any
      property rights not specifically set forth herein which may be specific to
      the business of the company, and general intangibles, as such terms are
      defined in the Uniform Commercial Code, as enacted in the State of Alabama
      ("UCC"); (b) all forms of obligations owing to the Company, including but
      not limited to all tax refunds and tax refund claims, letters of credit
      and all proceeds thereof; (c) all guarantees, security, and liens which
      the Company may hold for the payment or performance of any item of
      Property (including, without limitation, all rights of stoppage in
      transit, replevin, and reclamation and as an unpaid vendor or lienor); (d)
      all rights to goods represented by any item of Property or the sale of
      which goods gave rise to any item of Property including, without
      limitation, all rights upon return, replevin, or repossession of such
      goods, all documents of title, warehouse receipts, bills of lading, books,
      records and other documents relating to any of the Property; (e) the
      Company's goodwill; (f) all books, records, and lists, in whatever form
      maintained; (g) all the Company's inventory, wherever located, whether in
      the Company's or some other person's possession, including, without
      limitation, all raw materials, supplies work in process, and finished
      products manufactured by and/or held for sale or lease or to be furnished
      in connection with the Company's business, as well as any and all computer
      code, software, software products, or databases; (h) all equipment (as
      defined in the UCC), whether in the Company's or some other person's
      possession, including, without limitation, all machinery, accessories,
      motors, controls, engines, dies, tools, jigs, benches, tables, computers
      and data fixtures, and all substitutions, accretions, replacements, and
      additions thereto and all other component and auxiliary parts used in
      connection therewith or attached thereto; (I) any other property of the
      Company of any kind or nature coming into Porter Capital's actual or
      constructive possession, custody or control, or in transit to Porter
      Capital or his agent for whatever purpose, and all proceeds of any item of
      Property and all proceeds of such proceeds, including, without limitation,
      all payments under any indemnity, warrant or guaranty payable with respect
      to the Property, all awards for taking by eminent domain, and all proceeds
      of fire or other insurance. Although proceeds are covered herein, the
      secured party in no way has authorized sale of the collateral by the
      debtor. NOTE: PURSUANT TO AN AGREEMENT BETWEEN DEBTOR & SECURED PARTY,
      DEBTOR HAS AGREED THAT IT WILL NOT FURTHER ENCUMBER THE ASSETS DESCRIBED
      ABOVE.

              


      

       

      Debtor Corporation:
LUMEA,
INC. DBA LUMEA STAFFING OF CA, INC., LUMEA STAFFING, INC. AND
LUMEA STAFFING OF IL, INC

       

      
         

        
          
            
              
                
                  
                    
                      	 	 	 	 	 	 
	
                               

                            	
                                

                            	 	
                              By:
      

                            	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	
                              Edmond L.
      Lonergan

                              President, a
      duly authorized officer

                            	 


                    

                  

                

              

            

          

          
             

          

        

      

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        
          
            	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


          

           

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
“H”

       

      Internal
Revenue Tax Form 8821 is attached hereto and made a part hereof.

       

      IN
WITNESS WHEREOF, the undersigned has duly executed this Tax Form 8821 as
of the _______ day of March,
2009.

       

      
        
          
            
              
                
                  
                    
                      	
                               

                            	 	
                              LUMEA,
      INC.,

                              DBA LUMEA STAFFING OF
      CA, INC., LUMEA STAFFING, INC. AND LUMEA STAFFING OF
      IL, INC

                            	 
	 	 	 	 	 	 
	
                               

                            	
                                

                            	 	
                              By:
      

                            	/s/ Edmond L.
      Lonergan	 
	 	 	 	 	
                              Edmond L.
      Lonergan

                              President, a
      duly authorized officer

                            	 


                    

                  

                

              

            

          

          
             

          

        

      

       

      
         

        
          
            
              	State of
      _______________	 	 	 
	County
      of __________________	 	 	 


            

             

          

        

      

      I, the undersigned
notary public in and for said county and state, hereby certify that Edmond L.
Lonergan whose names as President 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:  ________________	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            38