8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  May 13, 2010

SSGI, Inc.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

333-160700	91-1930691
(Commission File Number)	(IRS Employer Identification No.)

8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411

(Address of principal executive offices, including zip code)

(561) 333-3600

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01   Completion of Acquisition or Disposition of Assets.

On May 13, 2010, the registrant, SSGI, Inc. (the “Company”), acquired all of the outstanding shares of capital stock of B&M Construction Co., Inc., a Florida corporation (“B&M”), from Bobby L. Moore, Jr. (the “Majority B&M Shareholder”), Phillip A. Lee, William H. Denmark and Evan D. Finch (Messrs. Lee, Denmark and Finch are collectively referred to as the “Minority B&M Shareholders”).  B&M is a construction company operating in the Southeastern United States that specializes in the design, construction and maintenance of retail petroleum facilities.

The consideration paid by the Company to the Majority B&M Shareholder consisted of (a) $1,000,000 in cash, payable $300,000 at closing, $250,000 within 30 days of the closing date, $250,000 within 60 days of the closing date, and $200,000 within 90 days of the closing date, plus (b) $1,173,473 represented by a Promissory Note bearing interest at 4% per annum and payable in forty-eight (48) equal monthly installments, commencing on the 30th day following the closing date, plus (c) 4,124,622 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”).  The consideration paid by the Company to the Minority B&M Shareholders consisted of (in the aggregate) (a) 2,000,000 shares of Common Stock, and (b) warrants to purchase 250,000 shares of Common Stock exercisable for five years at an exercise price of $0.75 per share.  In addition, at the closing of the acquisition, the Minority B&M Shareholders became employees of Surge Solutions Group, Inc., the wholly-owned operating subsidiary of the Company (“Surge”).

Item 3.02. Unregistered Sales of Equity Securities.

On May 13, 2010, the Company sold for cash 2,900,000 shares of Common Stock for an aggregate offering price of $290,000.  There were no underwriting discounts or commissions.  The securities were sold in a private placement only to accredited investors in reliance on an exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended.

In addition, and as disclosed under Item 2.01 above, on May 13, 2010, the Company issued a total of 6,124,622 shares of Common Stock and warrants to purchase 250,000 shares of Common Stock, in partial consideration for all of the outstanding shares of capital stock of B&M.  The warrants are exercisable for five years at an exercise price of $0.75 per share. The securities were issued in a private placement only to accredited investors in reliance on an exemption provided by Regulation D promulgated under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements of B&M required to be filed under Item 9.01(a) of this report are not included in this report, and will be filed by amendment within 71 calendar days after the date that this report is required to be filed.

(b) Pro forma financial information.

Any pro forma financial information required to be filed under Item 9.01(b) of this report is not included in this report, and will be filed by amendment within 71 calendar days after the date that this report is required to be filed.

2

(d) Exhibits:

10.17 Stock Purchase Agreement among the Company, B&M and Bobby L. Moore, Jr., dated May 13, 2010

10.18 Promissory Note, dated May 13, 2010, executed by the Company and made payable to Bobby L. Moore, Jr.

10.19 Pledge Agreement between the Company and Bobby L. Moore, Jr., dated May 13, 2010

10.20 Consulting Agreement between the Company and Bobby L. Moore, Jr., dated May 13, 2010

10.21 Non-Competition and Non-Solicitation Agreement among the Company, B&M and Bobby L. Moore, Jr., dated May 13, 2010

10.22 Registration Rights Agreement between the Company and Bobby L. Moore, Jr., dated May 13, 2010

10.23 Indemnification Agreement among the Company, B&M and Bobby L. Moore, Jr., dated May 13, 2010

10.24 Stock Purchase Agreement among the Company, Phillip A. Lee, William H. Denmark and Evan D. Finch, dated May 13, 2010

10.25 Form of Warrant for the Purchase of Shares of Common Stock issued by the Company to each of Phillip A. Lee, William H. Denmark and Evan D. Finch, dated May 13, 2010

10.26 Form of Employment Agreement between Surge and each of Phillip A. Lee, William H. Denmark and Evan D. Finch, dated May 13, 2010

99.1 Press release issued by the Company on May 18, 2010

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May 18, 2010	SSGI, INC.
	(Registrant)
	/s/ Larry M. Glasscock
	Larry M. Glasscock
	Chief Executive Officer and President
	(Principal Executive Officer)

4

EX-10.17

EXHIBIT 10.17

STOCK PURCHASE AGREEMENT

AMONG

SSGI, INC.,

B & M CONSTRUCTION CO., INC.

AND

BOBBY L. MOORE, JR.

Dated as of May 13, 2010

Table of Contents

ARTICLE 1		1
AGREEMENT OF PURCHASE AND SALE		1
1.1	Purchase and Sale of Purchased Shares	1
1.2	Closing	1
1.3	Purchase Price and Form of Payment	2
1.4	Post-Closing Purchase Price Adjustment	2
REPRESENTATIONS AND WARRANTIES OF BUYER		3
2.1	Due Organization	3
2.2	Authorization and Effect of Agreement	3
2.3	No Restrictions Against Purchase of the Purchased Shares	3
2.4	Investment Representation	3
ARTICLE 3		4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER		4
3.1	Capitalization; Other Rights to Acquire Capital Stock	4
3.2	Due Organization	4
3.3	Subsidiaries	4
3.4	Authorization and Effect of Agreement	5
3.5	No Restrictions Against Sale of the Purchased Shares	5
3.6	Financial Statements	5
3.7	Conduct of Business; Certain Actions	6
3.8	Condition of Assets	8
3.9	Real Property	8
3.10	Environmental Matters	8
3.11	Licenses and Permits	11
3.12	Intellectual Rights	12
3.13	Compliance with Laws	12
3.14	Insurance	12
3.15	ERISA Compliance	13
3.16	Contracts and Agreements	14
3.17	Claims and Proceedings	15
3.18	Taxes	16
3.19	Personnel	16
3.20	Business Relations	17
3.21	Accounts Receivable	17
3.22	Bank Accounts	17
3.23	Agents	17
3.24	Indebtedness To and From Officers, Directors, Shareholders and Employees	18
3.25	Certain Consents	18
3.26	Brokers	18
3.27	Interest in Competitors, Vendors and Customers	18

i

3.28	Inventory	18
3.29	Product and Service Warranties	18
3.30	Customers and Vendors	19
3.31	Information Furnished	19
ARTICLE 4		19
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER		19
4.1	Ownership of Purchased Shares; No Liens	19
4.2	Tax Status of Seller	19
4.3	Representations Regarding the Acquisition of the SSGI Shares	20
ARTICLE 5		22
COVENANTS		22
5.1	Inspection	22
5.2	Compliance by the Company and Seller	22
5.3	Satisfaction of All Conditions Precedent to the Obligations of Buyer	22
5.4	No Solicitation	22
5.5	Notice of Developments	22
5.6	Notice by Seller and the Company of Breach	23
5.7	Notice by Seller and the Company of Litigation	23
5.8	Continuation of Insurance Coverage	23
5.9	Maintenance of Credit Terms	23
5.10	Updating Schedules	23
5.11	Financial Statements	24
5.12	Interim Operations of the Company and the Subsidiaries	24
5.13	Resignations of Directors	26
5.14	Licenses	26
5.15	Audit Rights	26
5.16.	The Company’s Line of Credit	26
CONDITIONS TO CLOSING		26
6.1	Conditions to Obligations of Buyer	26
6.2	Conditions to Obligations of Seller and the Company	28
ARTICLE 7		29
TERMINATION		29
7.1	Termination	29
7.2	Effect of Termination	30
7.3	Waiver	30
ARTICLE 8		30
SURVIVAL AND INDEMNIFICATION		30
8.1	Survival of Representations, Warranties and Covenants	30
8.2	General Indemnification	31

ii

ARTICLE 9		34
MISCELLANEOUS		34
9.1	Collateral Agreements, Amendments and Waivers	34
9.2	Successors and Assigns	34
9.3	Expenses	34
9.4	Invalid Provisions	34
9.5	Information and Confidentiality	34
9.6	Waiver	35
9.7	Notices	35
9.8	Specific Performance	36
9.9	Waiver of Certain Rights	36
9.10	Further Assurances	36
9.11	No Third-Party Beneficiaries	37
9.12	Governing Law; Exclusive Jurisdiction and Venue	37
9.13	Remedies Not Exclusive	37
9.14	Execution in Counterparts	37
9.15	Titles and Headings	37
9.16	Certain Interpretive Matters and Definitions	37
9.17	No Recourse	38

iii

SCHEDULES

1.4  Closing WIP Schedule

3.2  Foreign Qualification of the Company

3.3  Subsidiaries and Foreign Qualification Thereof

3.5  Consents and Approvals

3.7  Conduct of Business

3.8  Damaged or Obsolete Assets

3.9  Real Property

3.10  Environmental Matters

3.11  Licenses and Permits

3.12  Intellectual Rights

3.14  Insurance

3.15  ERISA

3.16  Contracts and Agreements

3.17(a)  Claims and Proceedings

3.17(b) Exceptions to Claims and Proceedings

3.18  Taxes

3.19  Personnel

3.20  Business Relations

3.21  Accounts Receivable

3.22  Bank Accounts

3.23  Agents

3.24  Indebtedness to and from Officers, Directors, Shareholders and Employees

3.25  Required Consents

3.26  Brokers

3.27  Interest in Competitors, Vendors and Customers

3.28  Inventory

3.30  Customers and Vendors

4.1  Restrictions and Liens on Purchased Shares

iv

EXHIBITS

A – Promissory Note

B – Pledge Agreement

C – Opinion of Fee & Jeffries, P.A.

D – Consulting Agreement

E – Non-Competition and Non-Solicitation Agreement

F – Registration Rights Agreement

v

STOCK PURCHASE AGREEMENT

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

RECITALS:

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

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

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

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

ARTICLE 1

AGREEMENT OF PURCHASE AND SALE

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

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

1

1.3           Purchase Price and Form of Payment.

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

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

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

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

2

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF BUYER

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

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

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

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

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

3

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER

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

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

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

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

4

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

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

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

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

5

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

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

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

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

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

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

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

6

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

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

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

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

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

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

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

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

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

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

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

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

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

7

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

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

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

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

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

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

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

8

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

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

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

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

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

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

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

9

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

(j)            For purposes of this Section 3.10:

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

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

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

10

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

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

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

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

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

11

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

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

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

12

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

13

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

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

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

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

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

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

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

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

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

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

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

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

14

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

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

3.17         Claims and Proceedings.

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

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

15

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

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

16

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

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

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

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

17

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

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

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

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

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

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

18

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

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

ARTICLE 4

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER

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

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

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

19

4.3          Representations Regarding the Acquisition of the SSGI Shares.

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

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

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

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

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

20

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

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

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

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

21

ARTICLE 5

COVENANTS

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

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

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

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

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

22

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

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

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

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

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

23

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

5.12         Interim Operations of the Company and the Subsidiaries.

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

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

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

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

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

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

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

24

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

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

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

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

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

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

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

(xiv)        change its accounting practices or principles.

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

25

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

5.14         Licenses.  From the date hereof until the fifth (5th) anniversary of the Closing Date, Seller shall (a) keep active, and in good standing and in full force and effect, all licenses, certificates and permits held by Seller that relate or are beneficial to the business of the Company or any of the Subsidiaries, (b) comply in all material respects with the terms and conditions of all such licenses, certificates and permits, and (c) not violate or cause any violation of any such licenses, certificates or permits or the laws or rules governing the issuance or continued validity thereof.

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

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

ARTICLE 6

CONDITIONS TO CLOSING

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

26

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

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

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

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

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

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

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

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

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

27

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

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

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

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

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

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

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

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

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

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

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

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

28

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

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

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

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

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

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

ARTICLE 7

TERMINATION

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

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

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

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

29

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

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

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

ARTICLE 8

SURVIVAL AND INDEMNIFICATION

8.1           Survival of Representations, Warranties and Covenants.

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

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

30

8.2            General Indemnification.

(a)          Indemnification for Benefit of Buyer.  Seller shall indemnify Buyer and its affiliates, stockholders, partners, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder) (collectively, “Losses”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:  (i) any breach of any representation or warranty of Seller or the Company under this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller or the Company pursuant to this Agreement; or (ii) any nonfulfillment or breach of any covenant or agreement of Seller or the Company under this Agreement or any of the Schedules and Exhibits attached hereto; provided, however, that Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 3.1 (Capitalization; Other Rights to Acquire Capital Stock), Section 3.4 (Authorization and Effect of Agreement), Section 3.18 (Taxes) and Article 4 (Additional Representations and Warranties of Seller) shall in no event exceed the Purchase Price (with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties’ right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit).

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

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

31

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

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

32

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

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

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

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

33

ARTICLE 9

MISCELLANEOUS

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

9.2         Successors and Assigns.  Neither the rights or obligations of Buyer, the Company nor Seller under this Agreement may be assigned without the prior written consent of the other parties hereto (except that Buyer may assign its rights and obligations to any affiliate thereof without the prior written consent of Seller or the Company; provided, however, that any such assignment shall not relieve Buyer from its obligations hereunder). Any assignment in violation of the foregoing shall be null and void.  Subject to the preceding sentences of this Section 9.2, the provisions of this Agreement (and, unless otherwise expressly provided therein, of any document delivered pursuant to this Agreement) shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

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

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

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

34

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

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

Buyer:	SSGI, Inc.
	8120 Belvedere Road, Suite 4,
	West Palm Beach, Florida  33411
	Attn:  Larry M. Glasscock
	Fax: (561) 202-6216
	larry.glasscock@att.net
With a copy to:	Block & Garden, LLP
	5949 Sherry Lane
	Suite 900
	Dallas, Texas 75225
	Attn: Warren W. Garden, Esq.
	Fax: (214) 866-0991
	garden@bgvllp.com
The Company:	B & M Construction Co., Inc.
	3706 DMG Drive
	Lakeland, Florida  33811
	Attn:  Bobby L. Moore, Jr.
	Fax: (863) 647-3794
	rusty.moore@bmconstruction.com
With a copy to:	Fee & Jeffries, P.A.
	1227 N. Franklin Street

35

	Tampa, Florida 33602
	Attn:  David M. Jeffries, Esq.
	Fax: (813) 229-0046
	djeffries@feejeffries.com
Seller:	Bobby L. Moore, Jr.
	4215 S.B. Merrion Road
	Lakeland, Florida  33810
	Fax: (863) 647-3794
	rusty.moore@bmconstruction.com
With a copy to:	Fee & Jeffries, P.A.
	1227 N. Franklin Street
	Tampa, Florida 33602
	Attn:  David M. Jeffries, Esq.
	Fax: (813) 229-0046
	djeffries@feejeffries.com

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

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

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

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

36

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

9.12       Governing Law; Exclusive Jurisdiction and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of the Company, Buyer and Seller (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

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

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

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

9.16        Certain Interpretive Matters and Definitions.

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

37

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

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

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

[Remainder of page intentionally left blank; signature page to follow.]

38

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

SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, Chief Executive Officer
B & M CONSTRUCTION CO., INC.
By:	/s/ Bobby L. Moore, Jr.
	Bobby L. Moore, Jr., Chief Executive Officer
	/s/ Bobby L. Moore, Jr.
	BOBBY L. MOORE, JR., individually

39

EX-10.18

EXHIBIT 10.18

THIS NOTE WAS ORIGINALLY ISSUED ON MAY 13, 2010, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS THE HOLDER OF THIS NOTE DELIVERS TO THE ISSUER HEREOF AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION SHALL BE REASONABLY SATISFACTORY TO THE ISSUER HEREOF) TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AT THE TIME OF SUCH SALE OR TRANSFER.  THE TRANSFER OF THIS NOTE IS ALSO SUBJECT TO SIGNIFICANT ADDITIONAL RESTRICTIONS ON TRANSFER AS MORE FULLY DESCRIBED HEREIN.

SSGI, INC.

PROMISSORY NOTE

$1,173,473 May 13, 2010

FOR VALUE RECEIVED, SSGI, Inc., a Florida corporation (“Maker”), hereby promises to pay to the order of Bobby L. Moore, Jr., an individual resident of the State of Florida (“Payee”), the principal sum of One Million One Hundred Seventy-three Thousand Four Hundred Seventy-three Dollars ($1,173,473.00), together with interest thereon at the rate of four percent (4%) per annum from the date hereof, all in accordance with the provisions of this Promissory Note (this “Note”).  Capitalized terms used but not defined herein have the meanings given to such terms in that certain Stock Purchase Agreement, dated as of May 13, 2010, by and among Maker, Payee and B & M Construction Co., Inc. (the “Purchase Agreement”).

1)           Principal and Interest Payment.  Maker shall make payment to Payee of the principal amount of this Note and all accrued interest hereon in forty-eight (48) equal (except as otherwise provided in the last sentence of this Section 1) monthly installments (amortized over forty-eight (48) months), commencing on the 30th day following the Closing Date and continuing thereafter on the same day of each successive month thereafter.  Each such monthly installment shall be applied first to accrued but unpaid interest and then to the reduction of the outstanding principal balance.  Notwithstanding the foregoing, if the principal amount of this Note is increased or decreased in accordance with Section 1.4 or 8.2(c) of the Purchase Agreement, then the payments remaining thereafter shall be appropriately recomputed to account for the change in amortization resulting from such increase or decrease.

1

2)           Optional Prepayments.  This Note may be prepaid by Maker in whole or in part at any time or from time to time without penalty or premium.  Any partial prepayment (together with any set-off against this Note as contemplated below) shall be applied first against accrued and unpaid interest and then against the outstanding principal amount.

3)           Manner of Payment.  Payments of principal and interest on this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to any account as Payee may designate from time to time in writing.

4)           Setoff/Increase.  Notwithstanding the foregoing, the outstanding principal amount of this Note and any accrued but unpaid interest thereon is subject to setoff (or increase) pursuant to and in accordance with Sections 1.4 and 8.2(c) of the Purchase Agreement (which sections are incorporated herein in their entirety by reference and made a part hereof).  In the event of any such setoff (or increase), Maker shall deliver to Payee a notice stating the amount of (and the basis for) such setoff (or increase).  Any reduction in the outstanding principal amount of this Note and/or interest thereon in connection with any such setoff in accordance with Section 1.4 or 8.2(c) of the Purchase Agreement shall be permanent and such setoff  amounts shall no longer be deemed outstanding.

5)           Events of Default.  For purposes of this Note, an “Event of Default” shall only be deemed to have occurred if:

(a)         Maker fails to pay when due and payable (whether at maturity or otherwise)  the full amount of principal or interest on this Note, and such failure is not cured within 5 business days after the occurrence thereof; or

(b)         an order, judgment or decree is entered adjudicating Maker bankrupt or insolvent; or any order for relief with respect to Maker is entered under the Federal Bankruptcy Code; or Maker petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator for all or substantially all of the assets of Maker, or Maker commences any proceeding relating to Maker under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against Maker  and (i) Maker  indicates in writing its approval thereof, consent thereto or acquiescence therein or (ii) such petition, application or proceeding is not dismissed within 90 days; or

(c)         Maker fails to comply with any of its obligations or covenants in this Note (other than payment obligations) and such failure is not cured within 15 days after receiving written notice from the holder of this Note specifying the particulars of such failure.

2

If an Event of Default has occurred and is continuing, Payee may declare all or any portion of the outstanding principal amount of this Note (together with all accrued and unpaid interest thereon) to be immediately due and payable and may (i) demand immediate payment of all or any portion of the outstanding principal amount of this Note (together with all accrued and unpaid interest thereon) and in connection therewith institute legal action against Maker for the collection thereof, and/or (ii) exercise any and all other remedies available to Payee under applicable law.  Maker shall pay to the holder of this Note all reasonable costs and expenses incurred by it in connection with the collection or enforcement of this Note following the occurrence of an Event of Default, including, but not limited to, the reasonable fees and expenses of such holder’s attorneys for all services rendered in connection therewith.  The remedies specifically described in this paragraph shall be the only remedies available to the holder of this Note upon the occurrence of an Event of Default.

6)           Transfer Restrictions. Neither this Note nor any interest herein may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (whether with or without consideration and whether voluntary or involuntary or by operation of law, including in connection with any voluntary or involuntary dissolution, liquidation or winding up of Payee) without the prior written consent of Maker.  Any such attempted transfer of this Note without Maker’s consent shall be null and void.  Notwithstanding the foregoing, upon the death of Payee this Note and any interest herein may be assigned to Payee’s estate without having to obtain the prior written consent of Maker.

7)           Miscellaneous.

(a)          If the date of any payment required under this Note shall be a Saturday, Sunday or a bank holiday, such payment shall be made on the first business day following such date.

(b)         Presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note are hereby waived.

(c)         THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE.  Each of Maker and Payee (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Note, and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

*     *     *     *     *

3

IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered as of the date first above written.

SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, Chief Executive Officer

4

EX-10.19

EXHIBIT 10.19

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”), dated as of May 13, 2010, is entered into by and between SSGI, Inc., a Florida corporation (“Pledgor”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Secured Party”), with reference to the following:

PRELIMINARY STATEMENTS

A.           Pledgor, Secured Party and the Company (as hereinafter defined) have entered into that certain Stock Purchase Agreement, dated May 13, 2010 (the “Purchase Agreement”), that provides for the purchase by Pledgor of all of the shares of capital stock of the Company owned by Secured Party;

B.           Secured Party is unwilling to proceed with the sale of such shares unless Pledgor agrees to pledge, grant, transfer, and assign to Secured Party a security interest in the Collateral (as hereinafter defined) to secure the Secured Obligations (as hereinafter defined), as provided herein; and

C.           Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Definitions and Construction.

(a) Definitions.

As used in this Agreement:

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which commercial banks in West Palm Beach, Florida are closed.

“Code” means the Uniform Commercial Code as in effect in the State of Florida from time to time.

1

“Collateral” shall mean (i) all of the Purchased Shares (including, without limitation, the right to receive profits, losses, dividends and distributions with respect to the Purchased Shares), and (ii) the certificates or instruments representing the Purchased Shares, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located.

“Company” means B & M Construction Co., Inc., a Floridacorporation.

“Event of Default” means that Pledgor fails to pay when due and payable the full amount of any Cash Consideration installment due to be paid to Secured Party under Section 1.3(b) of the Purchase Agreement, and such failure is not cured within 5 business days after the occurrence thereof.

“Governmental Authority” shall mean the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Holder” and “Holders” shall have the meanings ascribed thereto in Section 3 of this Agreement.

“Lien” shall mean any lien, mortgage, pledge, assignment (including any assignment of rights to receive payments of money), security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, or any agreement to give any security interest).

“Person” shall mean any individual, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability company, partnership, Governmental Authority or other entity of whatever nature.

“Secured Obligations” shall mean all liabilities, obligations, or undertakings owing by Pledgor to Secured Party under Section 1.3(b) of the Purchase Agreement.

“Secured Party” shall have the meaning ascribed thereto in the preamble to this Agreement, together with its successors or assigns.

“Securities Act” shall have the meaning ascribed thereto in Section 9(c) of this Agreement.

2

(b) Construction.

(i)           Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and to the singular include the plural, the part includes the whole, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and other similar terms in this Agreement refer to this Agreement as a whole and not exclusively to any particular provision of this Agreement. Article, section, subsection, exhibit, and schedule references are to this Agreement unless otherwise specified. All of the exhibits or schedules attached to this Agreement shall be deemed incorporated herein by reference. Any reference to any of the following documents includes any and all alterations, amendments, restatements, extensions, modifications, renewals, or supplements thereto or thereof, as applicable: this Agreement or the Purchase Agreement.

(ii)          Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Secured Party or Pledgor, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by both of the parties and their respective counsel and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

(iii)         In the event of any direct conflict between the express terms and provisions of this Agreement and the Purchase Agreement, the terms and provisions of this Agreement shall control.

2.  Pledge.

As security for the prompt payment and performance of the Secured Obligations in full by Pledgor when due under Section 1.3(b) of the Purchase Agreement, Pledgor hereby pledges, grants, transfers, and assigns to Secured Party a security interest in all of Pledgor’s right, title, and interest in and to the Collateral.

3. Delivery and Registration of Collateral.

(a)          All certificates or instruments representing or evidencing the Collateral shall be promptly delivered by Pledgor to Secured Party or its designee pursuant hereto at a location designated by Secured Party and shall be held by or on behalf of Secured Party pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by a duly executed instrument of transfer or assignment in blank, in form and substance reasonably satisfactory to Secured Party, regardless of whether such certificate constitutes a “certificated security” for purposes of the Code.

(b)          Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right, at any time in its discretion and without notice to Pledgor, to transfer to or to register on the books of the Company (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral. In addition, Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

3

(c)          If, at any time and from time to time, any Collateral (including any certificate or instrument representing or evidencing any Collateral) is in the possession of a Person other than Secured Party or Pledgor (a “Holder”), then Pledgor shall immediately, at Secured Party’s option, either cause such Collateral to be delivered into Secured Party’s possession, or cause such Holder to enter into a control agreement, in form and substance satisfactory to Secured Party, and take all other steps deemed necessary by Secured Party to perfect the security interest of Secured Party in such Collateral, all pursuant to Sections  9-106 & 9-313 of the Code or other applicable law governing the perfection of Secured Party’s security interest in the Collateral in the possession of such Holder.

(d)          Any and all Collateral (including dividends, interest, and other cash distributions) at any time received or held by Pledgor shall be so received or held in trust for Secured Party, shall be segregated from other funds and property of Pledgor and shall be forthwith delivered to Secured Party in the same form as so received or held, with any necessary indorsements; provided that cash dividends or distributions received by Pledgor, may be retained by Pledgor in accordance with Section 4 and used in the ordinary course of Pledgor’s business.

(e)          If at any time, and from time to time, any Collateral consists of an uncertificated security or a security in book entry form, then Pledgor shall immediately cause such Collateral to be registered or entered, as the case may be, in the name of Secured Party, or otherwise cause Secured Party’s security interest thereon to be perfected in accordance with applicable law.

(f)           In the event that any Collateral which are not securities (for purposes of the Code) on the date hereof become treated as securities for purposes of the Code, the Pledgor shall promptly take all steps necessary or advisable to establish Secured Party’s “control” of such Collateral, as applicable.

4. Voting Rights and Dividends and Distributions.

(a)          So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of the Purchase Agreement and shall be entitled to receive and retain any cash dividends or distributions paid or distributed in respect of the Collateral.

(b)          Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise or refrain from exercising the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise, refrain from exercising or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereupon have the sole right to exercise such voting or other consensual rights and to receive and retain such cash dividends and distributions. Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence.

4

5.  Representations and Warranties.

Pledgor represents, warrants, and covenants as follows:

(a)          Pledgor has taken all steps it deems necessary or appropriate to be informed on a continuing basis of changes or potential changes affecting the Collateral (including rights of conversion and exchange, rights to subscribe, payment of dividends or distributions, reorganizations or recapitalization, tender offers and voting and registration rights), and Pledgor agrees that Secured Party shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto.

(b)          Pledgor is a Florida corporation. The address of Pledgor’s principal place of business is:  8120 Belvedere Road, Suite 4, West Palm Beach, Florida  33411.

(c)          To the knowledge of Pledgor, all information herein or hereafter supplied to Secured Party by or on behalf of Pledgor in writing with respect to the Collateral is, or in the case of information hereafter supplied will be, accurate and complete in all material respects.

(d)          Pledgor is and will be the sole legal and beneficial owner of the Collateral (including all other Collateral acquired by Pledgor after the date hereof) free and clear of any adverse claim, Lien, or other right, title, or interest of any party, other than the Liens in favor of Secured Party.

(e)          This Agreement, and the delivery to Secured Party of the Collateral (or the control agreements referred to in Section 3 of this Agreement), creates a valid, perfected, and first priority security interest in one hundred percent (100%) of the Collateral in favor of Secured Party securing payment of the Secured Obligations, and all actions necessary to achieve such perfection have been duly taken.

6. Further Assurances.

(a)          Pledgor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. A carbon, photographic, or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(b)          Pledgor will furnish to Secured Party, upon the request of Secured Party: (i) a certificate executed by Pledgor, and dated as of the date of delivery to Secured Party, itemizing in such detail as Secured Party may request, the Collateral which, as of the date of such certificate, has been delivered to Secured Party by Pledgor pursuant to the provisions of this Agreement; and (ii) such statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may request.

5

7. Covenants of Pledgor.

Pledgor shall:

(c)          Not change its principal place of business without giving Secured Party at least ten (10) days prior written notice thereof; and

(d)          Upon receipt by Pledgor of any material notice, report, or other communication from the Company or any Holder relating to all or any part of the Collateral, deliver such notice, report or other communication to Secured Party as soon as possible, but in no event later than five (5) business days following the receipt thereof by Pledgor.

8. Secured Party as Pledgor’s Attorney-in-Fact.

Pledgor hereby irrevocably appoints Secured Party as Pledgor’s limited attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from time to time at Secured Party’s discretion, to take any action and to execute any instrument that Secured Party may reasonably deem necessary or advisable to accomplish the specific purposes of this Agreement, including: (i) upon the occurrence and during the continuance of an Event of Default, to receive, indorse, and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof to the extent permitted hereunder and to give full discharge for the same and to execute and file governmental notifications and reporting forms; (ii) to enter into any control agreements Secured Party deems necessary pursuant to Section 3 of this Agreement; or (iii) to arrange for the transfer of the Collateral on the books of the Company or any other Person to the name of Secured Party or to the name of Secured Party’s nominee.

9. Remedies upon Default.

Upon the occurrence and during the continuance of an Event of Default:

(a)          Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree.

6

(b)          Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable.

(c)          Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall not have any obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party solicits such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral.

7

(d)          If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense:

(i)           use its best efforts to execute and deliver, and cause the Company and the partners thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be reasonably necessary or, in the opinion of Secured Party, advisable to register such Collateral under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto;

(ii)          execute and deliver to any Person, entity or Governmental Authority as Secured Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Company engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce Secured Party’s rights hereunder; and

(iii)         do or cause to be done all such other acts and things as may be reasonably necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced.

PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

8

10. Expenses.

Pledgor agrees to pay and reimburse Secured Party upon demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) that Secured Party may incur in connection with (i) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, including the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (ii) the exercise or enforcement of any rights or remedies granted hereunder or under the Purchase Agreement or otherwise available to it (whether at law, in equity or otherwise) relating solely to the Collateral, or (iii) the failure by Pledgor to perform or observe any of the provisions hereof. The provisions of this Section shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations, and the termination of this Agreement or the Purchase Agreement.

11. Duties of Secured Party.

The powers conferred on Secured Party hereunder are solely to protect his interests in the Collateral and shall not impose on it any duty to exercise such powers. Except as provided in Section 9-207 of the Code, Secured Party shall not have any duty with respect to the Collateral or any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any Collateral.

12. Choice of Law and Venue; Submission to Jurisdiction; Service of Process.

(a)          THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of Pledgor and Secured Party (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

(b)          NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

13. Amendments; etc.

No amendment or waiver of any provision of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of Secured Party to exercise, and no delay in exercising any right under this Agreement, the Purchase Agreement, or otherwise with respect to any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement, the Purchase Agreement, or otherwise with respect to any of the Secured Obligations preclude any other or further exercise thereof or the exercise of any other right. The remedies provided for in this Agreement or otherwise with respect to any of the Secured Obligations are cumulative and not exclusive of any remedies provided by law.

9

14. Notices.

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

If to Pledgor:	SSGI, Inc.
	8120 Belvedere Road, Suite 4,
	West Palm Beach, Florida  33411
	Attn:  Larry M. Glasscock
	Fax: (561) 202-6216
	larry.glasscock@att.net
With a copy to:	Block & Garden, LLP
	5949 Sherry Lane
	Suite 900
	Dallas, Texas 75225
	Attn: Warren W. Garden, Esq.
	Fax: (214) 866-0991
	garden@bgvllp.com
If to Secured Party:	Bobby L. Moore, Jr.
	4215 S.B. Merrion Road
	Lakeland, Florida  33810
	Fax: (863) 647-3794
	rusty.moore@bmconstruction.com
With a copy to:	Fee & Jeffries, P.A.
	1227 N. Franklin Street
	Tampa, Florida 33602
	Attn:  David M. Jeffries, Esq.
	Fax: (813) 229-0046
	djeffries@feejeffries.com

10

Each party may change its address for purposes of this Section 14 by proper notice to the other parties.

15. Continuing Security Interest.

This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations; (b) be binding upon Pledgor and its successors and assigns; and (c) inure to the benefit of Secured Party and his successors, transferees, and assigns. Upon the indefeasible payment and performance in full of the Secured Obligations, the security interests granted herein shall automatically terminate and all rights to the Collateral shall revert to Pledgor. Upon any such termination, Secured Party will, at Pledgor’s expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination. Such documents shall be prepared by Pledgor and shall be in form and substance reasonably satisfactory to Secured Party.

16. Security Interest Absolute.

To the maximum extent permitted by law, all rights of Secured Party, all security interests hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:

any lack of validity or enforceability of any of the Secured Obligations or any other agreement or instrument relating thereto, including the Purchase Agreement;

any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Purchase Agreement, or any other agreement or instrument relating thereto;

any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Secured Obligations; or

any other circumstances that might otherwise constitute a defense available to, or a discharge of, Pledgor.

17. Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or be given any substantive effect.

18. Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

11

19. Counterparts; Facsimile Execution.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

20. Waiver of Marshaling.

Each of Pledgor and Secured Party acknowledges and agrees that in exercising any rights under or with respect to the Collateral, Secured Party: (a) is under no obligation to marshal any Collateral; (b) may, in his absolute discretion, realize upon the Collateral in any order and in any manner he so elects; and (c) may, in his absolute discretion, apply the proceeds of any or all of the Collateral to the Secured Obligations in any order and in any manner he so elects. Pledgor and Secured Party waive any right to require the marshaling of any of the Collateral.

21. Waiver of Jury Trial.

PLEDGOR AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGOR AND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES HIS OR ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Remainder of page intentionally left blank; signature page to follow.]

12

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

PLEDGOR:
SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock,
	Chief Executive Officer
SECURED PARTY:
	/s/ Bobby L. Moore, Jr.
	BOBBY L. MOORE, JR., individually

13

EX-10.20

EXHIBIT 10.20

CONSULTING AGREEMENT

CONSULTING AGREEMENT (this “Agreement”), made and entered into as of the 13th day of May, 2010, by and between SSGI, Inc., a Florida corporation (the “Company”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Consultant”).

WITNESSETH:

WHEREAS, the Company desires to retain Consultant to render consulting and advisory services for the Company on the terms and conditions set forth in this Agreement, and Consultant desires to be retained by the Company on such terms and conditions.

NOW THEREFORE, in consideration of the premises, the respective covenants and commitments of the Company and Consultant set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Consultant agree as follows:

1.           Retention of Consultant; Services to be Performed. The Company hereby retains Consultant to render such business, management, advisory and transition services (including attendance at management and Board of Director meetings) as the Company may request from time to time, up to a maximum of (a) 80 hours per month during the first one hundred and twenty (120) days of the term of this Agreement (the “Transition Period”), and (b) 40 hours per month after the Transition Period; provided, however, that, during the Transition Period, Consultant’s services shall be limited to making and receiving phone calls, attending meetings locally, and providing general counseling to the Company with respect to the existing customer, vender and other relationships of B & M Construction Co., Inc., a Florida corporation (“B & M”), and the overall integration of B & M with and into the Company.  Consultant hereby accepts such engagement and agrees to perform such services for the Company upon the terms and conditions set forth in this Agreement.  During the term of this Agreement, Consultant shall devote such of his business time, attention, skill and energy to the business of the Company as is necessary to adequately perform his services hereunder. During the term of this Agreement, Consultant shall report to the President of the Company.

2.           Term. Unless terminated at an earlier date in accordance with Section 6 of this agreement, the term of this Agreement shall commence on the date of this Agreement and shall continue for a continuous term of eighteen (18) months thereafter.  After the initial 18-month term of this Agreement, this Agreement shall continue on a month-to-month basis until either party notifies the other party of such party’s desire not to so continue the term of this Agreement.

1

3.           Compensation. As compensation in full for Consultant’s services hereunder, the Company shall pay to Consultant a consulting fee at a rate of $400 per hour of service rendered to the Company (subject to a maximum of $3,200 per day, regardless of how many hours of service provided during that day). The consulting fee shall be payable to Consultant monthly in arrears upon presentment to the Company of a monthly invoice specifying (a) the number of hours of services provided by Consultant during such month, (b) the days on which such services were provided, and (c) a brief description of the services provided on each day of such month.  Each such invoice shall be paid within ten (10) days of the Company’s receipt thereof.  Notwithstanding the foregoing, during the Transition Period, Consultant shall provide services hereunder without compensation or other remuneration and shall not invoice the Company for such services provided.

4.           Expenses. Consultant shall be reimbursed by the Company for any out-of-pocket expenses that are reasonably incurred by Consultant in performing his duties under this Agreement, subject to the presentment by Consultant to the Company of appropriate receipts and expense reports.

5.           Protection of Trade Secrets, Know-How and/or Other Confidential Information of the Company.

(a)          Confidential Information. Except as permitted or directed by the Company’s Board of Directors, during the term of this Agreement or at any time thereafter Consultant shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of the Company which Consultant has acquired or become acquainted with or will acquire or become acquainted with prior to the termination of the period of his engagement by the Company, whether developed by himself or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, any customer or supplier lists of the Company, any confidential or secret development or research work of the Company, or any other confidential information or secret aspects of the business of the Company. Consultant acknowledges that the above-described knowledge or information constitutes a unique and valuable asset of the Company acquired at great time and expense by the Company and its predecessors, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Both during and after the term of this Agreement, Consultant will refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as a direct or indirect result of the breach of this Agreement by Consultant.

 (b)         Copyrightable Material. All right, title, and interest in all copyrightable material which Consultant shall conceive or originate, either individually or jointly with others, and which arise out of the performance of this Agreement, will be the property of the Company and are by this Agreement assigned to the Company along with ownership of any and all copyrights in the copyrightable material.  Consultant agrees to execute all papers and perform all other acts necessary to assist the Company to obtain and register copyrights on such materials in any and all countries.  Where applicable, works of authorship created by Consultant for the Company in performing his responsibilities under this Agreement shall be considered “works made for hire” as defined in the U.S. Copyright Act.

2

(c)          Know-How and Trade Secrets. All know-how and trade secret information conceived or originated by Consultant which arises out of the performance of his obligations or responsibilities under this Agreement or any related material or information shall be the property of the Company, and all rights therein are by this agreement assigned to the Company.

6.           Termination. Notwithstanding any contrary provision contained elsewhere in this Agreement, this Agreement and the rights and obligations of the Company and Consultant hereunder (other than the rights and obligations of the parties under Section 5) shall be terminated upon the occurrence of any of the following events:

(a) Immediately in the event of Consultant’s death; or

(b) Immediately in the event that Consultant becomes disabled so that he is unable to render his normal services under this Agreement for a continuous period of thirty (30) days.

In the event this Agreement is terminated pursuant to this Section 6 prior to the expiration of the term hereof, Consultant shall be entitled to receive his consulting fees earned through the date of termination, but all other rights to receive consulting fees or other remuneration hereunder shall terminate on such date.

7.           Miscellaneous.

(a)          Assignment.  This Agreement and the rights and obligations of the parties hereunder shall not be assignable, in whole or in part, by either party without the prior written consent of the other party.

(b)          Governing Law; Exclusive Jurisdiction and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of the Company and Consultant (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

3

(c)          Entire Agreement. This Agreement evidences the entire understanding and agreement of the parties hereto relative to the consulting arrangement between Consultant and the Company and the other matters discussed herein. This Agreement supersedes any and all other agreements and understandings, whether written or oral, relative to the matters discussed herein.  This Agreement may only be amended by a written document signed by both Consultant and the Company.

(d)          Injunctive Relief. Consultant acknowledges that it would be difficult to fully compensate the Company for damages resulting from any breach by Consultant of the provisions of Section 5 of this Agreement.  Accordingly, in the event of any actual or threatened breach of such provisions, the Company shall (in addition to any other remedies that it may have) be entitled to temporary and/or permanent injunctive relief to enforce such provisions, and such relief may be granted without the necessity of proving actual damages.

(e)          Severability. To the extent any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation of the foregoing, Consultant expressly agrees that should the duration of or geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. Consultant acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

(f)          Status of Consultant. In rendering services pursuant to this Agreement, Consultant shall be acting as an independent contractor and not as an employee or agent of the Company.  As an independent contractor, Consultant shall have no authority, express or implied, to commit or obligate the Company in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of the Company, which authorization may be general or specific. Nothing contained in this Agreement shall be construed or applied to create a partnership. Consultant shall be responsible for the payment of all federal, state or local taxes payable with respect to all amounts paid to Consultant under this Agreement; provided, however, that if the Company is determined to be liable for collection and/or remittance of any such taxes, Consultant shall immediately reimburse the Company for all such payments made by the Company.

[Remainder of page intentionally left blank; signature page to follow.]

4

IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the date set forth in the first paragraph.

SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, Chief Executive Officer
	/s/ Bobby L. Moore, Jr.
	Bobby L. Moore, Jr.

5

EX-10.21

EXHIBIT 10.21

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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

PRELIMINARY STATEMENTS

A.           Buyer, Covenantor and the Company have entered into that certain Stock Purchase Agreement, dated May 13, 2010 (the “Purchase Agreement”), that provides for the purchase by Buyer of all of the shares of capital stock of the Company owned by Covenantor;

B.           Buyer is unwilling to proceed with the purchase of such shares unless Covenantor agrees to refrain from engaging in any activities that are in competition with the businesses of the Company and Buyer, and has conditioned its commitment to proceed with the purchase of such shares upon the receipt of this Agreement from Covenantor; and

C.           Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the agreement of Buyer to consummate the purchase of the shares contemplated by the Purchase Agreement, the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer, the Company and Covenantor agree as follows:

SECTION 1.  Noncompetition and Nonsolicitation Covenants.

1.1           Agreement not to Compete.  Covenantor covenants and agrees that, during the period beginning on the date of this Agreement and ending on the fifth (5th) anniversary of the date hereof (the “Covenant Period”), he shall not (and shall not permit any of his Affiliates to), directly or indirectly engage in competition with the Company or Buyer in any manner or capacity (including, without limitation, as an advisor, consultant, principal, agent, partner, officer, director, stockholder, employee, member of any association or otherwise) in any aspect of any business being conducted by the Company or Buyer immediately prior to the date hereof.

1

1.2           Agreement not to Solicit.  Covenantor covenants and agrees that, during the Covenant Period, he shall not (and shall not permit any of his Affiliates to), directly or indirectly (a) call upon or communicate with any Person who was a customer of the Company or Buyer immediately prior to the date hereof for the purpose of soliciting or obtaining for his own account or for any third party any business, customer, order or contract for the sale to such Person of any products or services offered or dealt in by the Company or Buyer immediately prior to the date hereof or for the purpose of diverting from the Company or Buyer, or any successor thereof, any such business, customer, order or contract with such Person; (b) in any manner misuse or divulge to any Person any list of customers, clientele, proprietary information or trade secrets of the Company or Buyer, or any successor thereof; or (c) solicit or attempt to induce any Person employed by the Company or Buyer, or any successor thereof, to leave his or her employment with the Company or Buyer, or any successor thereof.

1.3           Geographic Extent and Scope of Covenants. The obligations of Covenantor under this Section 1 shall apply in any territory in which the Company or Buyer is doing business at any time during the Covenant Period, including, without limitation, the State of Florida.  Covenantor acknowledges and agrees that the length and scope of the restrictions contained in this Section 1 are reasonable and necessary to protect Buyer’s rights and interests under the Purchase Agreement.  The duration of the covenants contained in this Section 1 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system.

1.4           Limitation on Covenants. Ownership by Covenantor, as a passive investment, of less than 1% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a breach of Section 1.1 hereof.

1.5           Indirect Competition.  Covenantor further agrees that, during the Covenant Period, he shall not, directly or indirectly, assist or encourage any other Person in carrying out, directly or indirectly, any activity that would be prohibited by the above provisions of this Section 1 if such activity were carried out by Covenantor, either directly or indirectly.  In particular, Covenantor agrees that he shall not, directly or indirectly, induce any employee of the Company or Buyer, or their respective Affiliates, to carry out, directly or indirectly, any such activity.

SECTION 2.  Definitions.  For purposes of this Agreement, the following terms shall have the definitions described below:

2.1           Affiliate of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control”, “controlling” or “controlled” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

2

2.2           Person shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

SECTION 3.  Miscellaneous.

3.1           Governing Law; Exclusive Jurisdiction and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of the Company, Buyer and Covenantor (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

3.2           Prior Agreements.  This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

3.3           Amendments.  No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by all parties hereto.

3.4           Assignment.  This Agreement shall not be assignable, in whole or in part, by either party without the prior written consent of the other party, except that the Company or Buyer may, without the consent of Covenantor, assign its rights and obligations under this Agreement to any other Person with or into which the Company or Buyer may merge, consolidate or engage in a share exchange, or to which the Company or Buyer may sell or transfer all or substantially all of its assets, or which may otherwise be an Affiliate of the Company or Buyer; provided, however, that any such assignee Person must agree in writing to be bound by the terms of this Agreement.

3.5           No Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

3

3.6           Severability.  To the extent any provision of this Agreement shall be deemed illegal, invalid or unenforceable, such provision shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.  In lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and Buyer, the Company and Covenantor hereby request the court or any arbitrator to whom disputes relating to this Agreement are submitted to reform the otherwise illegal, invalid or unenforceable provision in accordance with the preceding provision.  In furtherance of and not in limitation of the foregoing, it is expressly agreed that should the duration or geographical extent of, or business activities covered by, Section 1 of this Agreement be in excess of that which is valid or enforceable under applicable law, such provision shall be construed to cover only that duration, extent or activities which may validly or enforceably be covered.  Covenantor acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

3.7           Injunctive Relief.  Covenantor agrees that it would be difficult to compensate the Company or Buyer fully for damages for any violation of the provisions of this Agreement.  Accordingly, Covenantor specifically agrees that each of the Company and Buyer shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Agreement and that such relief may be granted without the necessity of proving actual damages.  This provision with respect to injunctive relief shall not, however, diminish the right of the Company or Buyer to claim and recover damages in addition to injunctive relief.

3.8           Counterparts.  This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank; signature page to follow.]

4

IN WITNESS WHEREOF, the Company, Buyer and Covenantor have executed this Agreement as of the date first above written.

Buyer:
SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, Chief Executive Officer
Company:
B & M CONSTRUCTION CO., INC.
By:	/s/ Evan D. Finch
	Evan D. Finch, Chief Financial Officer
Covenantor:
	/s/ Bobby L. Moore, Jr.
	Bobby L. Moore, Jr.

5

EX-10.22

EXHIBIT 10.22

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2010, by and between SSGI, Inc., a Florida corporation (the “Company”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Seller”).

WHEREAS, the Company and Seller are parties to that certain Stock Purchase Agreement, dated May 13, 2010 (the “Purchase Agreement”), pursuant to which the Company purchased from Seller all of the capital stock of B & M Construction Co., Inc., a Floridacorporation, owned by Seller; and

WHEREAS, pursuant to the terms of the Purchase Agreement, the Company is required to give Seller certain registration rights with respect to the shares of common stock, par value $0.001 per share, of the Company received by Seller pursuant to the terms of the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

Section 1. Incidental Registration.

(a)          If the Company at any time proposes to register any of its securities under the Securities Act (by reason of registration rights granted to any Person or otherwise) on any form other than Form S-4 or Form S-8 (or any similar form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 45 days prior written notice prior to effectiveness of such registration statement) to Seller of its intention to do so, such notice to specify the securities to be registered, the Proposed Amounts thereof and the date not less than 30 days thereafter by which the Company must receive Seller’s written indication of whether he will include his Registrable Securities in such registration statement and advising Seller of his rights under this Section 1.  Upon the written request of Seller made on or before the date specified in such notice (which request shall specify the Registrable Securities and the Proposed Amounts thereof intended to be disposed of by Seller), the Company will, to the extent permitted under Section 6, use its commercially reasonable efforts to cause all such Registrable Securities to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by Seller of the Registrable Securities to be so registered.

(b)          Notwithstanding anything to the contrary in this Section 1, the Company shall have the right to discontinue any registration under this Section 1 at any time prior to the effective date of such registration if the registration of other securities giving rise to such registration under this Section 1 is discontinued.

1

Section 2. Registration Procedures.

If and whenever the Company is required by the provisions of this Agreement to use its commercially reasonable efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will, as expeditiously as possible:

(a)          prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective;

(b)          prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period not to exceed 18 months (or such shorter period, but not less than six months, as shall be necessary to complete the distribution of the securities covered thereby) and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by Seller set forth in such registration statement;

(c)          furnish to counsel for Seller and each underwriter of the securities being sold by Seller, at least 20 days prior to the filing thereof, such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as such counsel may reasonably request, in substantially the form in which they are proposed to be filed with the Commission, in order to facilitate the public sale or other disposition of the Registrable Securities owned by Seller;

(d)          use its commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each underwriter of the securities being sold by Seller (or Seller, in the absence of an underwriter) shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable Seller and his underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities owned by Seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (d), it would not be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction;

(e)          use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Seller to consummate the disposition of such Registrable Securities;

2

(f)          notify Seller, at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to Seller and each underwriter a reasonable number of copies of a prospectus supplement or amendment so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g)         otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 adopted pursuant to the Securities Act;

(h)         provide a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(i)          enter into such agreements (including an underwriting agreement in customary form) and take such other actions as Seller shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(j)          make available for inspection by Seller, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by Seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company and cause all of the Company’s officers, directors, employees and the independent public accountants who have certified its financial statements to supply all information reasonably requested by Seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(k)         permit Seller to (i) participate in the preparation of such registration or comparable statement, (ii) require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of Seller should be included, and (iii) receive such documents and make such requests as Seller is entitled to under this Section 2; and

(l)          in the case of an underwritten offering, enable the Registrable Securities to be in such denominations and registered in such names as the underwriters may request at least five business days prior to the sale of the Registrable Securities.

3

Seller shall be deemed to have agreed by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (f) above, Seller will forthwith discontinue his disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until his receipt of the copies of the supplemented or amended prospectus contemplated by said subdivision and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in his possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period mentioned in subdivision (b) above shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when Seller shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (f) above.

Seller shall furnish to the Company in writing such information and documents regarding Seller and the distribution of such Registrable Securities as may be required to be disclosed in the registration statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdictions referred to in Section 2(d) hereof.

If any such registration or comparable statement refers to Seller by name or otherwise as the holder of any securities of the Company then (whether or not Seller is a selling shareholder) Seller shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to Seller and presented to the Company in writing, to the effect that the holding by Seller of such securities is not to be construed as a recommendation by Seller of the investment quality of the Company’s securities covered thereby and that such holding does not imply that Seller will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to Seller by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to Seller.

Section 3. Registration Expenses.

In connection with any registration of Registrable Securities pursuant to Section 1, the Company will, whether or not any registration pursuant to this Agreement shall become effective, from time to time promptly upon receipt of bills or invoices relating thereto, pay all expenses (other than Selling Expenses, which shall be borne solely by Seller) incident to its performance of or compliance with this Agreement, including, without limitation, all registration, filing and FINRA fees, fees and expenses of compliance with securities or blue sky laws, word processing, duplicating and printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent public accountants (including the expenses of any audit) and other persons retained by the Company, and reasonable fees and disbursements of one counsel or firm of counsel retained by Seller.

4

Section 4. Indemnification.

(a)         The Company will, and hereby does, indemnify, to the extent permitted by law, Seller and each Person, if any, who controls Seller within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement made in reliance on or in conformity with any information furnished in writing to the Company by Seller expressly for use therein.  If the offering pursuant to any registration statement provided for under this Agreement is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of Seller) shall affect the Company’s obligations to indemnify Seller or any other Person pursuant to the preceding sentence.  If the offering pursuant to any registration statement provided for under this Agreement is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and to indemnify such underwriters, their officers and directors, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of Seller; provided, however, that the Company shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of the amended or supplemented final prospectus, at or prior to the written confirmation of the sale of Registrable Securities, to a Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was given notice of the availability of such amended or supplemented final prospectus.

In connection with any registration statement in which Seller is participating, Seller will furnish to the Company in writing such information as shall be reasonably requested by the Company for use in any such registration statement or prospectus and will indemnify, to the extent permitted by law, the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is made in reliance on or in conformity with any information so furnished in writing by Seller expressly for use therein; provided, however, that Seller’s obligations hereunder shall be limited to an amount equal to the proceeds to Seller of the Registrable Securities sold pursuant to such registration statement.

5

Any Person entitled to indemnification under the provisions of this Section 4 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification, and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any settlement made without its consent (which shall not be unreasonably withheld, conditioned or delayed); and any underwriting agreement entered into with respect to any registration statement provided for under this Agreement shall so provide.  In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to such claim.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Seller or any Person, if any, who controls Seller as aforesaid, and shall survive the transfer of such securities by Seller.

(b)         If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other and the relative fault of the indemnifying party and the indemnified party and any other relevant equitable considerations.  Notwithstanding the foregoing, (i) Seller shall not be required to contribute any amount in excess of the amount Seller would have been required to pay to an indemnified party if the indemnity under subdivision (a) of this Section 4 was available, and (ii) no underwriter, if any, shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The obligation of any underwriters to contribute pursuant to this Section 4 shall be several in proportion to their respective underwriting commitments and not joint.

(c)          An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 4 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable.

6

Section 5. Certain Limitations on Registration Rights.

In the case of a registration under Section 1 of this Agreement, if the Company or Seller has determined to enter into an underwriting agreement in connection therewith, all shares constituting Registrable Securities to be included in such registration shall be subject to such underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided in the underwriting arrangements approved by Seller and completes and/or executes all questionnaires, indemnities, underwriting agreements and other reasonable documents which must be executed under the terms of such underwriting arrangements.

Section 6. Allocation of Securities Included in Registration Statement.

In the case of a registration pursuant to Section 1, if the Company’s managing underwriter shall advise the Company and Seller in writing that the inclusion in any registration pursuant to this Agreement of some or all of the Registrable Securities sought to be registered by Seller creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (i) first, the number of Company Securities sought to be registered shall be included in such registration, and (ii) second, the number of Registrable Securities sought to be registered by Seller shall be included in such registration (unless such amount exceeds the maximum amount that such managing underwriter recommends be registered reduced by the number of shares of Company Securities to be included in such registration pursuant to clause (i), in which case the Company shall include in such registration the excess of such maximum amount over the number of Company Securities to be included pursuant to clause (i), allocated on the basis of the amount of Registrable Securities requested to be included therein by Seller).

Section 7. Limitations on Sale or Distribution of Securities.

If a registration under this Agreement shall be in connection with an underwritten public offering, Seller shall be deemed to have agreed by acquisition of such Registrable Securities not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and to use Seller’s commercially reasonable efforts not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before or 120 days after the effective date of such registration statement.

Section 8. Adjustments Affecting Registrable Securities.

The Company will not effect or permit to occur any combination or subdivision of shares that would adversely affect the ability of the holder of any Registrable Securities to include such Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration.  If the underwriter in any offering of Registrable Securities registered pursuant to this Agreement shall advise the Company and Seller in writing of the advisability of splitting the shares of such Registrable Securities in connection with such offering, the Company will effect such split, that, if under applicable law such split requires any approval of shareholders of the Company, the Company shall not be required to effect such split unless such approval shall be obtained (it being understood that the Company shall use its commercially reasonable efforts to obtain any such required approval).

7

Section 9. Rule 144.

If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, without limitation, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(l) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of Seller, make publicly available other information), and will take such further action as Seller may reasonably request, all to the extent required from time to time to enable Seller to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.  Notwithstanding the foregoing, Seller acknowledges that the Company did not timely file with the Commission its Form 10-K for the period ended December 31, 2009.  The Company intends to file such Form 10-K with the Commission as soon as reasonably practicable.  Upon the request of Seller, the Company will deliver to Seller a written statement as to whether it has complied with such requirements.

Section 10. Nominees for Beneficial Owners.

In the event that Registrable Securities are held by a nominee for Seller, Seller may, at his option and by written notice to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by Seller pursuant to this Agreement.

Section 11. Registration Rights to Others.

If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with respect to the registration of such securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided in this Agreement to Seller.

Section 12. Definitions.

The following terms have the following respective meanings for the purpose of this Agreement:

Affiliate:  Any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

8

Commission:  The Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.

Common Stock:  The Company’s authorized Common Stock, $0.001 par value, as constituted on the date of this Agreement, any stock into which such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holder of shares of such Common Stock upon any reclassification thereof.

Company:  SSGI, Inc., a Florida corporation.

Company Securities:  Any securities proposed to be sold by the Company in the registration statement referred to.

Exchange Act:  The Securities Exchange Act of 1934, as amended, or any similar federal statute as at the time in effect, and any reference to a particular section of such Act shall include a reference to the comparable section, if any, of any such similar federal statute.

Person:  A corporation, an association, a partnership, a limited liability company, a joint venture, a trust, an organization, a business, an individual, a government or political subdivision thereof or a governmental body.

Proposed Amount:  With respect to any class of securities of the Company, the number of shares or units of such class which the holder thereof shall request the Company to register or which the Company shall propose to register pursuant to Section 1.

Registrable Securities:  Any Common Stock issued to Seller under the Purchase Agreement and held by Seller, and any Common Stock or other equity security issued or issuable to Seller by way of a stock dividend or stock split with respect to such Common Stock or in connection with a merger, consolidation or similar transaction; provided, however, that as to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, or (iii) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force.

9

Securities Act:  The Securities Act of 1933, as amended, or any similar federal statute as at the time in effect, and any reference to a particular section of such Act shall include a reference to the comparable section, if any, of any such similar federal statute.

Selling Expenses:  All underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by Seller and, except as set forth in Section 3 hereof, all reasonable fees and disbursements of counsel for Seller.

Section 13. Amendments and Waivers.

This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of Seller.

Section 14. Notices.

Notices and other communications under this Agreement shall be in writing and shall be made by hand delivery, overnight courier, first-class mail, fax or email, as follows:

(a)         if to Seller to:

Bobby L. Moore, Jr.
4215 S.B. Merrion Road
Lakeland, Florida  33810
Fax: (863) 647-3794

rusty.moore@bmconstruction.com

with a copy to:

Fee & Jeffries, P.A.

1227 N. Franklin Street

Tampa, Florida 33602

Attn:  David M. Jeffries, Esq.

Fax: (813) 229-0046

djeffries@feejeffries.com

(b)         if to the Company to:

SSGI, Inc.

8120 Belvedere Road, Suite 4,

West Palm Beach, Florida  33411

Attn:  Larry M. Glasscock

Fax: (561) 202-6216

larry.glasscock@att.net

10

with a copy to:

Block & Garden, LLP

5949 Sherry Lane

Suite 900

Dallas, Texas 75225

Attn: Warren W. Garden, Esq.

Fax: (214) 866-0991

garden@bgvllp.com

All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; 12:00 Noon (Eastern Standard Time) of the day following delivery to an overnight courier, if delivered by overnight courier; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt acknowledged, if faxed or emailed.  Each party may change its address for purposes of this Section 14 by proper notice to the other party.

Section 15. Specific Performance.

The parties hereto recognize and agree that money damages may be insufficient to compensate Seller for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.

Section 16. Severability.

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of Seller shall be enforceable to the fullest extent permitted by law.

Section 17. Miscellaneous.

(a)         This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by any holder of Registrable Securities.

11

(b)         This Agreement embodies the entire agreement and understanding between the Company and Seller with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter hereof.

(c)          THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE.  Each of the Company and Seller (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

(d)         The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

(e)         This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Remainder of page intentionally left blank; signature page to follow.]

12

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

SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, Chief Executive Officer
	/s/ Bobby L. Moore, Jr.
	Bobby L. Moore, Jr.

13

EX-10.23

\

EXHIBIT 10.23

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "Agreement") is effective as of the 13th day of May, 2010, between Bobby L. Moore, Jr., an individual maintaining an address at 4215 S.B. Merrion Road, Lakeland, Florida 33810 (together with his heirs, representatives, successors and assigns, “Guarantor”); B&M Construction Co., Inc., a Florida corporation, having its principal place of business at 3706 DMG Drive, Lakeland, Florida 33811 ("B&M”); and SSGI, Inc., a Florida corporation having its principal place of business at 8120 Belvedere Road, Suite 4, West Palm Beach, Florida 33411 ("SSGI").  B&M and SSGI are referred to collectively herein as “Indemnitor”.

BACKGROUND INFORMATION

Guarantor is a majority owner of B&M and in connection with such ownership interest has personally guaranteed certain obligations of B&M to Wachovia Bank pursuant to a $1,000,000 line of credit facility (the “Guaranty”).  Guarantor is now entering into an agreement with Indemnitor pursuant to which Guarantor will be selling his ownership interest in B&M.  In connection with such sale, Indemnitor has agreed to indemnify Guarantor and hold him harmless from any liability incurred by Guarantor in connection with the Guaranty.  Accordingly, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

OPERATIVEPROVISIONS

1.           Indemnification.

1.1         Scope.   Indemnitor, jointly and severally, indemnifies and agrees to hold Guarantor harmless, and agrees to defend Guarantor from, and reimburse Guarantor in full for, any and all losses, damages, costs, expenses, liabilities, fines, penalties or interest, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses, that Guarantor may at any time suffer or incur or become subject to, in connection with the Guaranty (collectively, the “Loss”).

1.2         Notification and Responsibility for Defense.   In case any Loss shall be brought to the attention of Guarantor, Guarantor shall promptly notify the Indemnitor in writing and provide the Indemnitor with the right to assume the defense of the Loss, including the employment of counsel and payment of all fees and expenses relating thereto.  Guarantor shall have the right to employ separate counsel in the defense of any such matter and participate in the defense thereof, but satisfaction of the fees and expenses of such counsel shall be the responsibility of Guarantor unless: (a) the Indemnitor has failed to assume the defense and employ competent counsel; or (b) the claim is against both the Indemnitor and Guarantor and Guarantor is advised by its legal counsel that representation of the Indemnitor and Guarantor by the same counsel creates a conflict of interest for such counsel which cannot be waived by the parties in accordance with applicable rules governing the counsel’s State Bar.

2.           Miscellaneous Provisions.

2.1         Notices.  All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made if hand delivered, or mailed from within the United States by certified mail, to the applicable address set forth in the preamble to this Agreement, or to such other address as any such party may have designated by like notice forwarded to the other party hereto.  All notices, except notices of change of address, shall be deemed given when mailed or hand delivered and notices of change of address shall be deemed given when received.

1

2.2         Binding Agreements; Assignability.Each of the provisions and agreements herein contained shall be binding upon and inure to the benefit of the respective parties hereto, as well as their personal representatives, heirs, devisees, and successors.  This Agreement is not assignable by Indemnitor.

2.3         Entire Agreement.  This Agreement and the other documents referenced herein constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and no amendment, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and executed by each of the parties hereto.

2.4         Severability.  Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

2.5         Application of Florida Law.  This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Florida, and venue for any legal actions shall be Palm County, Florida.

2.6         Legal Fees and Costs.  If a legal action is initiated by any party to this Agreement against another, arising out of or relating to the alleged performance or non-performance of any right or obligation established hereunder, or any dispute concerning the same, any and all fees, costs and expenses reasonably incurred by each successful party or its legal counsel in investigating, preparing for, prosecuting, defending against, or providing evidence, producing documents or taking any other action in respect of, such action shall be the joint and several obligation of and shall be paid or reimbursed by the unsuccessful party(ies).

[Remainder of page intentional left blank; signature page to follow.]

2

In witness whereof, the parties have executed this Agreement as of the date set forth in the preamble.

“GUARANTOR”
/s/ Bobby L. Moore, Jr.
Bobby L. Moore, Jr.
“INDEMNITOR”
B&M Construction Co., Inc.
By:	/s/ Phillip A. Lee
	Phillip A. Lee, President
By:	/s/ Evan D. Finch
	Evan D. Finch, Chief Financial Officer
SSGI, Inc.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, President & CEO

3

EX-10.24

EXHIBIT 10.24

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of May 13, 2010, by and among SSGI, Inc., a Florida corporation (“Buyer”), and each of the individuals identified as “Sellers” on the signature page to this Agreement (each, a “Seller” and collectively, the “Sellers”).

RECITALS:

WHEREAS, Sellers are the record and beneficial owners, collectively, of 133 shares of common stock, par value $1.00per share (the “B&M Common Stock”), of B & M Construction Co., Inc., a Floridacorporation (the “Company”), representing approximately 26.85% of the issued and outstanding shares of capital stock of the Company;

WHEREAS, Sellers desire to sell, and Buyer desires to purchase, certain of the shares of B&M Common Stock owned by the Sellers; and

WHEREAS, Sellers and Buyer desire to make certain representations, warranties and agreements in connection with the sale and acquisition of such shares and to set forth various conditions precedent thereto.

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

ARTICLE 1

AGREEMENT OF PURCHASE AND SALE

1.1           Purchase and Sale of Purchased Shares.  On the terms and subject to the conditions hereof, at the Closing (as hereinafter defined), each Seller will sell, assign, transfer and convey to Buyer, and Buyer will purchase and acquire from such Seller, all right, title and interest of such Seller in and to the number of shares of B&M Common Stock set forth opposite such Seller’s name on Schedule I attached hereto under the heading “Number of Purchased Shares to be Sold” (the “Purchased Shares”), free and clear of any liens, restrictions, security interests, claims, rights of another or other encumbrances (collectively, “Liens”), for an aggregate purchase price set forth in and payable in accordance with the terms of Section 1.3 hereof.

1

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

1.3           Purchase Price and Form of Payment.

(a)           The aggregate purchase price to be paid to each Seller for all of his Purchased Shares shall be (i) that number of shares of common stock, par value $0.001 per share, of Buyer (the “Buyer Common Stock”) as is set forth opposite such Seller’s name on Schedule I attached hereto under the heading “Number of SSGI Shares”, plus (ii) warrants (the “Warrants”) to purchase that number of shares of Buyer Common Stock as is set forth opposite such Seller’s name on Schedule I attached hereto under the heading “Number of Warrant Shares”.  Each Warrant shall be in the form attached hereto as Exhibit A.  The shares of Buyer Common Stock described in subsection (i) above are hereinafter referred to as the “SSGI Shares”.  The shares of Buyer Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”.  The SSGI Shares, the Warrants and the Warrant Shares are hereinafter referred to collectively as the “SSGI Securities”.

(b)           At the Closing, each Seller shall deliver, or cause to be delivered, to Buyer the stock certificate or certificates evidencing his Purchased Shares, and Buyer shall deliver or cause to be delivered to such Seller (i) a certificate evidencing the SSGI Shares to which such Seller is entitled, registered in the name of such Seller, and (ii) a Warrant evidencing the Warrant Shares to which he is entitled, registered in the name of such Seller.

1.4           Redemption of B&M Common Stock and Cancellation of Promissory Notes.  At Closing, each Seller shall surrender to the Company that number of shares of B&M Common Stock as is set forth opposite such Seller’s name on Schedule II attached hereto under the heading “Number of Shares to be Redeemed” (“Redeemed Shares”), and Buyer shall cause the Company or its successor to cancel each promissory note (and all remaining indebtedness evidenced thereby) executed by any Seller and made payable to the Company, including, but not limited to, the Promissory Notes given by William H. Denmark and Phillip A. Lee to the Company on May 1, 2007, and by Evan D. Finch to the Company on January 1, 2005 (the “Notes”).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF BUYER

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

2

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

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

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

2.4           Investment Representation.  Buyer is acquiring the Purchased Shares for its own account, for investment and not with a view to, or for resale in connection with, any distribution thereof.  Buyer is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).   The Buyer has made its own inquiry and investigation into and based thereon has formed an independent judgment concerning the Company’s business and the value of the Purchased Shares.  The Buyer is relying solely on its own knowledge and investigation regarding the Purchased Shares in entering into this Agreement.  The Buyer has requested and received and has carefully reviewed all information about the Company which the Buyer deems prudent with regard to this purchase, including, but not limited to, information regarding the business of the Company, present and future competition and the industry in which the Company will do business.  The Buyer agrees that all documents and records pertaining to the Company have been made available for inspection by it, its attorneys and its accountants and that it has had the opportunity to ask questions of and receive information and answers from Sellers and the Company.  The Buyer has freely entered into this Agreement and has been subject to neither pressure to make a hasty or uninformed decision to enter into this Agreement nor solicitation to receive the Purchased Shares.

3

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, severally but not jointly, represents and warrants to Buyer as follows (with the understanding that Buyer is relying materially on each such representation and warranty in entering into and performing this Agreement):

3.1           Authorization and Effect of Agreement.  Such Seller has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder.  This Agreement has been duly executed and delivered by such Seller and, assuming the due execution and delivery of this Agreement by Buyer, constitutes a valid and binding obligation of such Seller enforceable against him in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

4

3.3           Ownership of Purchased Shares and Redeemed Shares; No Liens.  Such Seller owns of record and beneficially (a) the Purchased Shares set forth opposite his name on Schedule I attached hereto under the heading “Number of Purchased Shares to be Sold”, and (b) the Redeemed Shares set forth opposite his name on Schedule II attached hereto under the heading “Number of Shares to be Redeemed”.  The Purchased Shares and Redeemed Shares are subject to a Stockholders’ Agreement by and between the Sellers and Bobby L. Moore, Jr. (“Stockholders’ Agreement”), and have been pledged as security for the Notes.  Except for restrictions on transfer imposed by federal and state securities laws, the Stockholders’ Agreement and the pledge of the Purchased Shares for the Notes, such Seller is the true and lawful owner, of record and beneficially, of his Purchased Shares, free and clear of any Liens; none of the Purchased Shares owned by such Seller are subject to any outstanding options, warrants, calls or similar rights of any individual, business, corporation, partnership, limited liability company, association, joint venture, trust or other entity (“Person”) to acquire the same; none of the Purchased Shares owned by such Seller are subject to any restrictions on transfer thereof; and such Seller has the full power and authority to convey, and will convey to Buyer at Closing, good and marketable title to his Purchased Shares, free and clear of any Liens.

3.4           Tax Status of Seller.  Such Seller is not a foreign Person, and no tax is required to be withheld from such Seller pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, as a result of any of the transactions contemplated by this Agreement.

3.5           Representations Regarding the Acquisition of the SSGI Securities.

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

(b)           Sophistication. Such Seller is a Person who either alone or with his purchaser representative(s) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in Buyer.

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

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

5

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

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

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

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

6

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

ARTICLE 4

COVENANTS

4.1           Compliance by the Sellers.  From the date hereof to the Closing, no Seller shall take or fail to take any action, which action or failure to take such action would intentionally cause the representations and warranties made by such Seller herein to be untrue or incorrect as of the Closing.

4.2           Satisfaction of All Conditions Precedent to the Obligations of Buyer.  From the date hereof to the Closing, each Seller shall use his best efforts to cause all conditions precedent to the obligations of Buyer hereunder to be satisfied by the Closing.

4.3           No Solicitation.  From the date hereof to the Closing, no Seller shall offer any of his Purchased Shares for sale, or solicit offers to buy the Purchased Shares, or hold discussions with or provide any information to any party (other than Buyer) looking toward such an offer or solicitation.

4.4           Licenses.  Each Seller shall, during the period beginning on the Closing Date and ending on the first anniversary of the Closing Date, (a) keep active, and in good standing and in full force and effect, all licenses, certificates and permits held by such Seller that relate or are beneficial to the business of the Company or any of its subsidiaries, (b) comply in all material respects with the terms and conditions of all such licenses, certificates and permits, and (c) not violate or cause any violation of any such licenses, certificates or permits or the laws or rules governing the issuance or continued validity thereof.  Notwithstanding the foregoing or any other provision in this Agreement to the contrary (including, without limitation, the provisions of Article 7 hereof), no Seller shall have any liability (monetary or otherwise) hereunder for any breach of this Section 4.4 unless (i) neither the Company nor Buyer has another qualified person within its organization to timely replace such Seller as the relevant licensee or certificate or permit holder, and (ii) (A) such Seller willfully and knowingly violates the provisions of this Section 4.4 (it being understood and agreed that any breach of this Section 4.4 caused by factors or circumstances beyond the reasonable control of such Seller shall not constitute a willful and knowing violation by such Seller of the provisions of this Section 4.4), or (B) Seller’s employment with Surge Solutions Group, Inc., a wholly-owned subsidiary of Buyer (“Surge”), or one of Buyer’s other affiliates, is terminated for “cause” or voluntarily by such Seller, and such termination gives rise to a breach of this Section 4.4.

7

ARTICLE 5

CONDITIONS TO CLOSING

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

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

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

(c)           Each Seller shall have executed and delivered to Surge an Employment Agreement (herein so called) in the form attached hereto as Exhibit B;

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

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

(f)           Buyer shall have acquired all of the shares of capital stock of the Company owned by Bobby L. Moore, Jr., on terms and conditions satisfactory to Buyer in its sole and absolute discretion; and

8

(g)           Each Seller shall have executed and delivered each agreement, instrument and document required to be executed by such Seller and is attached hereto as an Exhibit.

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

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

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

(b)           Buyer shall have delivered to each Seller a certificate evidencing the number of SSGI Shares set forth opposite his name on Schedule I attached hereto under the heading “Number of SSGI Shares”, registered in the name of such Seller;

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

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

(e)           Buyer shall have executed and delivered to each Seller a Warrant in the form attached hereto as Exhibit A, representing the number of Warrant Shares set forth opposite his name on Schedule I attached hereto under the heading “Number of Warrant Shares”;

(f)           Surge shall have executed and delivered to each Seller an Employment Agreement in the form attached hereto as Exhibit B;

(g)           Buyer shall have executed and delivered each other agreement, instrument and document required to be executed by Buyer and is attached hereto as an Exhibit; and

(h)           Buyer shall have acquired all of the shares of capital stock of the Company owned by Bobby L. Moore, Jr.

9

ARTICLE 6

TERMINATION

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

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

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

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

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

6.2           Effect of Termination.  If this Agreement is terminated pursuant to the provisions of Section 6.1, all further obligations of each party under this Agreement shall terminate without further liability of such party; provided, however, that such termination shall not constitute a waiver by any party of any claim it may have for specific performance or for damages caused by reason of a breach by any other party of a representation, warranty, covenant, or agreement contained herein; and provided further, that, anything herein to the contrary notwithstanding, the respective rights and obligations of the parties pursuant to Article 8 hereof shall survive the termination of this Agreement.

6.3           Waiver.  If any condition specified in Section 5.1 or Section 5.2 of Buyer, on the one hand, and any Seller, on the other, has not been satisfied, each party, in addition to any other rights which may be available to he or it, shall have the right to waive any condition that is for his or its benefit and to require the other party to proceed with the Closing.

10

ARTICLE 7

INDEMNIFICATION AND REIMBURSEMENT

7.1           Indemnification of Buyer.  Each Seller, severally but not jointly, agrees to indemnify and hold harmless Buyer, and its representatives, agents, employees, affiliates, successors and assigns, from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) which any of them may sustain, or to which any of them may be subjected, arising out of any breach or default by such Seller of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith.

7.2           Indemnification of Sellers.  Buyer agrees to indemnify and hold harmless each Seller, and his representatives, agents, employees, affiliates, successors and assigns, from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) which any of them may sustain, or to which any of them may be subjected, arising out of any breach or default by Buyer of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith.

7.3           Reimbursement for Taxes.  Upon the issuance of the Forms K-1 from the Company to Sellers, Buyer shall pay, as a distribution, to each Seller the amount necessary to satisfy each Seller’s federal income tax liability resulting from the imputed but not received income (“Imputed Income”) reported on the Form K-1 issued to the Sellers by the Company for tax year 2010 (including any short year return for the Company). In the event of any audit adjustments by the Internal Revenue Service (“IRS”) to the Company, Buyer shall pay or distribute, within ten (10) days of the IRS report, including but not limited to, a revenue agent’s report (Form 4549), notice of deficiency or other adjustment report (a “Report”), reflecting an increase in income to the Company which will flow-through to the Sellers, sufficient proceeds to the Sellers to satisfy the resulting income tax liability (tax, penalties, and interest) caused by the IRS audit.  Further, Buyer shall pay to each Seller the amount necessary to satisfy his federal and/or state income tax liability resulting from any and all tax resulting from the issuance of the SSGI Shares as contemplated under Section 1.3(a) within ten (10) days of such Seller presenting a copy of his federal and state income tax return (e.g., Form 1040) to Buyer.  Also, in the event that the Internal Revenue Service determines that tax is due on the issuance of shares in accordance with Section 1.3(a)(i) and/or the cancellation of the promissory notes in accordance with Section 1.4 (“Adjusted Items”) and issues a Report reflecting tax due by any Seller, Buyer shall pay to such Seller, within ten (10) days of Buyer receiving a copy of the Report, one hundred forty-two and eighty-fifth percent (142.85%) of the tax, penalty and interest listed on the Report for the Adjusted Items.  The purpose of multiplying the tax, penalty, and interest by 142.85% is to satisfy the tax liability resulting from or caused by the payment from the Buyer to any Seller under this Section 7.3.  Solely for purposes of this Section 7.3, notwithstanding any provision under this Agreement, the parties waive any statute of limitations provision under Florida law or any other restriction on claims.  Notwithstanding the foregoing provisions of this Section 7.3, Buyer shall not be obligated to make reimbursements or other payments to the Sellers under this Section 7.3 in excess of $205,822.00 in the aggregate to all Sellers.

11

ARTICLE 8

MISCELLANEOUS

8.1           Collateral Agreements, Amendments and Waivers.  This Agreement (together with the documents delivered pursuant hereto) supersedes all prior documents, understandings and agreements, oral or written, relating to this transaction, and constitutes the entire understanding among the parties with respect to the subject matter hereof.  Any modification or amendment to, or waiver of, any provision of this Agreement (or any document delivered pursuant to this Agreement unless otherwise expressly provided therein) may be made only by an instrument in writing executed by the party against whom enforcement thereof is sought.

8.2           Successors and Assigns.  Neither the rights or obligations of Buyer or any Seller under this Agreement may be assigned without the prior written consent of the other parties hereto (except that Buyer may assign its rights and obligations to any affiliate thereof without the prior written consent of any Seller; provided, however, that any such assignment shall not relieve Buyer from its obligations hereunder).  Any assignment in violation of the foregoing shall be null and void.  Subject to the preceding sentences of this Section 8.2, the provisions of this Agreement (and, unless otherwise expressly provided therein, of any document delivered pursuant to this Agreement) shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

8.3           Expenses.  Each party hereto shall be solely responsible for the legal, accounting and other fees and expenses incurred by such party in connection with the transactions contemplated by this Agreement, other than as provided under Section 7.3.  Notwithstanding the foregoing, Buyer shall reimburse Sellers for up to $10,000 (in the aggregate) in legal fees and expenses incurred by Sellers in connection with the transactions contemplated by this Agreement, subject to the presentment of appropriate invoices evidencing such fees and expenses.

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

12

8.5           Information and Confidentiality.  Each party hereto agrees that such party shall hold in strict confidence all information and documents received from any other party hereto, and if the Closing does not occur each such party shall return to the other parties hereto all such documents then in such receiving party’s possession without retaining copies; provided, however, that each party’s obligations under this Section 8.5 shall not apply to (a) any information or document required to be disclosed by law, or (b) any information or document in the public domain other than because of the wrongful actions of the disclosing party.  In addition, and without limiting the generality of the foregoing, the parties further agree that, from the date hereof and until the Closing Date, neither they nor any of their respective representatives shall disclose to any third party or publicly announce the proposed acquisition of the Purchased Shares or the existence or terms of this Agreement without the prior joint consent of Buyer and all Sellers, which such consent shall not be unreasonably withheld, conditioned or delayed.

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

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

 Buyer:  SSGI, Inc.

8120 Belvedere Road, Suite 4,

West Palm Beach, Florida  33411

Attn:  Larry M. Glasscock

Fax: (561) 202-6216

larry.glasscock@att.net

 With a copy to:  Block & Garden, LLP

5949 Sherry Lane

Suite 900

Dallas, Texas 75225

Attn: Warren W. Garden, Esq.

Fax: (214) 866-0991

garden@bgvllp.com

 any Seller: to the address set forth under such Seller’s name on Schedule I attached hereto.

13

 With copy to: Clark, Campbell, Mawhinney, & Lancaster, P.A.

500 South Florida Avenue, Suite 800

Lakeland, Florida 33801

Attn:  John J. Lancaster, LL.M.

Fax:  (863) 647-5012

Jlancaster@ccmattorneys.com

Each party may change his or its address for purposes of this Section 8.7 by proper notice to the other parties.

8.8           Specific Performance.  Each Seller recognizes that if he refuses to perform under the provisions of this Agreement, monetary damages alone will not be adequate to compensate Buyer for its injury.  Buyer shall therefore be entitled, in addition to any other remedies that may be available, to obtain specific performance of the terms of this Agreement.  If any action is brought by Buyer to enforce this Agreement, each Seller shall waive the defense that there is an adequate remedy at law.  In the event of a default by any Seller that results in the filing of a lawsuit for damages, specific performances, or other remedies, Buyer shall be entitled to reimbursement by such Seller of reasonable legal fees and expenses incurred by Buyer.

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

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

8.11         No Third-Party Beneficiaries.  Other than the indemnitees under Article 7 not a party hereto and any lender of Buyer, no Person not a party to this Agreement shall be deemed to be a third-party beneficiary hereunder or entitled to any rights hereunder.

8.12         Governing Law; Exclusive Jurisdiction and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of the Company and each Seller (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

14

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

8.14           Attorney’s Fees.  In the event any action or litigation is instituted to enforce or interpret any of the provisions of this Agreement, the prevailing party or parties as determined by the court having jurisdiction thereof shall be entitled to recover, in addition to all other relief, all costs and expenses incurred in connection with such action or litigation, including reasonable attorney’s fees at the pretrial and trial level, and in all appellate proceedings.

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

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

8.17           Certain Interpretive Matters and Definitions.

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

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

[Remainder of page intentionally left blank; signature page to follow.]

15

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

SSGI, INC.
By:	/s/ Larry M. Glasscock
	Larry M. Glasscock, President & CEO
/s/ Phillip A. Lee
PHILLIP A. LEE, individually
/s/ William H. Denmark
WILLIAM H. DENMARK, individually
/s/ Evan D. Finch
EVAN D. FINCH, individually

16

Schedule I

List of Sellers

Names and Addresses of the Sellers	Number of Purchased Shares to be Sold		Number of SSGI Shares		Number of Warrant Shares
Phillip A. Lee 8890 Cobblestone Point Circle Boynton Beach, Florida  33472 Fax:  (954) 360-9229 Email:  phillip.lee@bmconstruction.com		56.99		1,052,632		131,578
William H. Denmark 1272 Ficklen Church Way Canton, Georgia  30114 Fax:  (770) 345-7519 Email: billy.denmark@bmconstruction.com		18.79		473,684		59,211
Evan D. Finch 524 Oak Trail Lakeland, Florida 33813 Fax:  (863) 647-3794 Email: evan.finch@bmconstruction.com		22.85		473,684		59,211
Totals		98.63		2,000,000		250,000

I-1

Schedule II

Name of Seller	Number of Shares to be Redeemed
Phillip A. Lee		13.01
William H. Denmark		12.71
Evan D. Finch		8.65
Totals		34.37

I-2

EXHIBITS

A – Form of Warrant

B – Form of Employment Agreement

1

EX-10.25

EXHIBIT 10.25

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANT EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

SSGI, Inc.

Warrant for the Purchase of Shares of Common Stock,

par value $0.001 per Share

No.  BM-1

THIS CERTIFIES that, for value received, [_________________], whose address is [____________________], [______], Florida [_____] (the “Holder”), is entitled to subscribe for and purchase from SSGI, Inc., a Florida corporation (the “Company”), upon the terms and conditions set forth herein, [_____]1 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), at a price of $0.75 per share (the “Exercise Price”). As used herein, the term “this Warrant” shall mean and include this Warrant and any Common Stock or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

The number of shares of Common Stock issuable upon exercise of this Warrant (the “Warrant Shares”) may be adjusted from time to time as hereinafter set forth.

1.           Exercise Period. This Warrant may be exercised at any time or from time to time during the period commencing on the date set forth on the signature page to this Warrant (the “Issuance Date”) and ending at 5:00 p.m., Eastern Standard Time, on the fifth (5th) anniversary of the Issuance Date (the “Exercise Period”).

2.           Procedure for Exercise; Effect of Exercise.

(a)           Cash Exercise. This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by (i) the presentation and surrender of this Warrant to the Company at its principal office along with a duly executed Notice of Exercise (in the form attached hereto) specifying the number of Warrant Shares to be purchased, and (ii) delivery of payment to the Company of the Exercise Price for the number of Warrant Shares specified in the Notice of Exercise by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check.

1 131,578 for Phillip A. Lee; 59,211 for William H. Denmark; and 59,211 for Evan D. Finch.

1

(b)           Cashless Exercise. This Warrant may also be exercised by the Holder through a cashless exercise, as described in this Section 2(b).  This Warrant may be exercised, in whole or in part, by the Holder during normal business hours on any business day during the Exercise Period by the presentation and surrender of this Warrant to the Company at its principal office along with a duly executed Notice of Exercise specifying the number of Warrant Shares to be applied to such exercise.  The number of Warrant Shares to be delivered upon exercise of this Warrant pursuant to this Section 2(b) shall equal the value of this Warrant (or the portion thereof being canceled) computed as of the date of delivery of this Warrant to the Company using the following formula:

X = Y(A-B)     A

Where:

X  =	the number of shares of Common Stock to be issued to Holder under this Section 2(b);
Y  =	the number of Warrant Shares identified in the Notice of Exercise as being applied to the subject exercise;
A  =	the Current Market Price on such date; and
B  =	the Exercise Price on such date

For purposes of this Section 2(b), the “Current Market Price” per share of Common Stock shall mean for the day in question:  (i) if the principal trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day; or (ii) if sales prices for shares of Common Stock are reported by the NASDAQ National Market System (or a similar system then in use), the last reported sales price so reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for shares of Common Stock are reported in the over-the-counter market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported on such day.  Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the Current Market Price shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Current Market Price shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors of the Company.

The Company acknowledges and agrees that this Warrant was issued on the Issuance Date. Consequently, the Company acknowledges and agrees that, if the Holder conducts a cashless exercise pursuant to this Section 2(b), the period during which the Holder held this Warrant may, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), be “tacked” to the period during which the Holder holds the Warrant Shares received upon such cashless exercise.

2

(c)           Effect of Exercise. Upon receipt by the Company of this Warrant and a Notice of Exercise, together with proper payment of the Exercise Price, as provided in this Section 2, the Company agrees that such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant has been surrendered and payment has been made for such Warrant Shares in accordance herewith and the Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.  A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be delivered to the Holder as promptly as practicable, and in any event within seven (7) business days, thereafter. The stock certificate(s) so delivered shall be in any such denominations as may be reasonably specified by the Holder in the Notice of Exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Warrant Shares subject to purchase hereunder.

3.           Registration of Warrants; Transfer of Warrants. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all pur­poses and shall not be bound to recognize any equitable or other claim to or inter­est in such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer.  In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its author­ity shall be produced.  Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares, upon surrender to the Company or its duly authorized agent.

4.           Restrictions on Transfer. (a) The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares.  Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of Counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, or (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act.

3

(b)           The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act.  Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.

(c)           Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend unless the opinion of counsel referred to in Section 4(b) states such legend is not required:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED.”

The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares.

5.           Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to the Warrants, such number of shares of Common Stock as shall, from time to time, be sufficient therefor.  The Company covenants that all shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, and all shares of Common Stock issuable upon conversion of this Warrant, shall be validly issued, fully paid, non-assessable, and free of preemptive rights.

4

6.           Adjustments. The number of shares of Common Stock issuable upon exercise of the Warrants shall be adjusted from time to time as follows:

(a)          (i) In the event that the Company shall (A) pay a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the number of shares issuable upon exercise of this Warrant shall be adjusted so that the Holder of a Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event.  An adjustment made pursuant to this Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be.

(ii) In the event that, at any time as a result of an adjustment made pursuant to Section 6(a)(i) above, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the number of such other shares so receivable upon exercise of any such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 6(a)(i) above.

(b)          In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(c)  If:

(i) the Company shall take any action which would require an adjustment pursuant to Section 6(a); or

(ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; or

5

(iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or

(iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder’s address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up.  Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c).

(d)         Whenever an adjustment is made as herein provided, the Company shall promptly file with the transfer agent for the Warrants a certificate of an officer of the Company setting forth the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof.  The Company shall promptly cause a notice of such adjustment to be mailed to each Holder.

(e)          In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(f).

(f)          The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

6

7.           Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such shares or other securities, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

8.           Loss or Mutilation of Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination.

9.           No Rights as a Shareholder. The Holder of any Warrant shall not have, solely on account of such status, any rights of a shareholder of the Company, either at law or in equity, or to any notice of meetings of shareholders or of any other proceedings of the Company, except as provided in this Warrant.

10.         Governing Law. This Warrant shall be con­strued in accordance with the laws of the State of Florida applicable to contracts made and performed within such State, without regard to principles of conflicts of law.

* * *

7

Issuance Date:  May 13, 2010

SSGI, INC.
By:
	Larry M. Glasscock,
	President & Chief Executive Officer

8

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, _______________________________ hereby sells, assigns, and transfers unto __________________ a Warrant to purchase __________ shares of Common Stock, par value $0.001 per share, of SSGI, Inc. (the “Company”), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _______________ attorney to transfer such Warrant on the books of the Company, with full power of substitution.

Dated:__________________________
By:
	Signature

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlarge­ment or any change whatsoever.

9

To: SSGI, Inc.

8120 Belvedere Road, Suite 4

West Palm Beach, Florida  33411

Attention:  Chief Executive Officer

NOTICE OF EXERCISE

The undersigned hereby exercises his or its rights to purchase _______ Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering ______ shares of Common Stock received upon exercise of the attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

_______________________________________

_______________________________________

_______________________________________

(Print Name, Address and Social Security

or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a new Warrant for the balance of the Warrant Shares covered by the within Warrant be registered in the name of, and delivered to, the under­signed at the address stated below.

Dated:_______________________
By:
	Print Name
Signature

Address:

____________________________________

____________________________________

____________________________________

10

EX-10.26

EXHIBIT 10.26

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the 13th day of May, 2010, by and between Surge Solutions Group, Inc., a Florida corporation (the “Company”), and [________________], an individual resident of the State of Florida (“Employee”).

WITNESSETH:

WHEREAS, the Company desires to retain and employ the services of Employee on the terms and subject to the conditions set forth in this Agreement, and Employee desires to be retained and employed by the Company on such terms and subject to such conditions.

NOW, THEREFORE, in consideration of the foregoing premises, the respective covenants and commitments of the parties hereto set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.           Employment.  The Company hereby employs Employee, and Employee accepts such employment and agrees to perform services for the Company, upon the terms and subject to the conditions set forth in this Agreement.

2.           Employment Term. The term of this Agreement shall begin on the date of this Agreement and end on the third (3rd) anniversary of the date of this Agreement, unless terminated earlier in accordance with Section 7 hereof, and shall thereafter automatically renew for successive one-year terms, unless notice is given by either party to the other at least 30 days before the end of the then current term that such employment shall cease as of the end of such term (the “Employment Period”).

3.           Position and Duties; Representations and Warranties.

3.1           Service With the Company. During the Employment Period, Employee agrees to perform such reasonable employment duties as the Company shall assign to him from time to time.  Employee shall have the title of [__________] of the Company, and shall report directly to the Chief Executive Officer of the Company.

3.2           Performance of Duties. Employee agrees to serve the Company faithfully and to the best of his ability and to devote his full time, attention, skill and best efforts to the business and affairs of the Company during the Employment Period.  Employee hereby confirms that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement, and that during the Employment Period he will not render or perform services for any other person or entity which are inconsistent with the provisions of this Agreement.  Notwithstanding the foregoing, the obligations of Employee set forth in this Section 3.2 shall in no way restrict the right of Employee to hold as a passive investment not more than one percent (1%) of the equity securities of any corporation or other entity whose equity securities are listed on a national securities exchange or regularly traded in the over-the-counter market for which quotations are available on the NASDAQ System.

1

3.3           Representations and Warranties of Employee. Employee represents and warrants that, as of the date hereof and throughout the Employment Period:

(a)          Employee is not and will not in any way whatsoever be restricted or prohibited, contractually or otherwise, from entering into this Agreement and performing the services and obligations herein contained; and

(b)         Employee’s execution of this Agreement, and his performance of the services and obligations herein contained, do not and will not constitute (i) a default or an event that, with or without notice or lapse of time or both, would be a default, breach or violation of any agreement, contract, instrument or arrangement to which Employee is a party or by which Employee is bound, or (ii) a material violation of any law, judgment, rule, regulation, order or decree to which Employee, to his knowledge, is subject.

4.            Compensation and Benefits.

4.1           Base Salary. As base compensation for all services to be rendered by Employee under this Agreement during the Employment Period, the Company shall pay to Employee an annual base salary of no less than $[_______]1.  The annual base salary shall be paid in accordance with the Company’s normal payroll procedures and policies.

4.2           Incentive Compensation.  In addition to the base compensation to which Employee is entitled under Section 4.1, Employee shall be entitled to receive up to 80,000 shares of common stock, par value $0.001 per share, of SSGI, Inc., a Florida corporation and the parent company of the Company (the “Common Stock”), issuable to Employee in accordance with the following terms of this Section 4.2.  Such shares of Common Stock (the “Restricted Shares”) shall vest and be issued to Employee in accordance with the following vesting schedule, if (and only if) Employee is still employed with the Company on the applicable date set forth below:

Still employed on and after*	Number of the Restricted Shares vesting and issuable on the applicable date listed in the column to the left
May 13, 2011		26,667
May 13, 2012		26,667
May 13, 2013		26,666

* Each of the one (1) year periods listed above shall be referred to herein as the “Restricted Period Year”.

1 $140,100 for Phillip A. Lee; $119,500 for Evan D. Finch; and $105,200 for William H. Denmark.

2

If Employee’s employment with the Company is terminated by the Company for “Cause” (as defined in Section 7.1(c) below) or if the Employee voluntarily terminates his employment with the Company at any time prior to May 13, 2013 (the final vesting date), then (i) Employee shall have no further rights to receive the Restricted Shares which have not become vested on and as of the date of such termination in accordance with the foregoing schedule, and (ii) the Company shall have no further duty or obligation to issue to Employee such unvested Restricted Shares. If the Employee is terminated without Cause by the Company or if the Employee dies or becomes disabled prior to May 13, 2013, the Employee shall receive, as vested, a one-twelfth share of the Restricted Shares for each Whole Month, as defined below, of work completed during the then current Restricted Period Year (for example, if the Employee had worked 115 days during the Restricted Period Year when terminated (the equivalent of 3.5 Whole Months) and would have received 100 Restricted Shares if he had worked the full term of the Restricted Period Year, then the Company shall issue to the Employee 25 of the 100 Restricted Shares (3 Whole Months divided by 12 months multiplied by 100 Restricted Shares).  (“Whole Months” means a thirty (30) day interval which will begin on the date of this Agreement and each new Restricted Period Year.)  Employee shall be entitled to retain the Restricted Shares which have vested and been issued to Employee on or before the termination date of Employee’s employment with the Company.

4.3           Other Benefits.  During the Employment Period, the Company shall provide Employee and his dependents (if applicable) with health insurance in accordance with the Company’s health insurance policy in effect from time to time.  In addition, the Company shall make available to Employee for his use a Company-owned vehicle (and will pay or reimburse Employee for gas and insurance premiums necessary for the operation of such vehicle).

4.4           Expenses. During the Employment Period, the Company shall pay or reimburse Employee for all reasonable and necessary out-of-pocket expenses incurred by Employee in the performance of his duties under this Agreement, subject to the presentment by Employee of appropriate vouchers in accordance with the Company’s normal policies for expense verification.

4.5           Vacation. Employee shall be entitled to vacation time during the Employment Period in accordance with the Company’s vacation policy as in effect from time to time (currently, two weeks per calendar year, in addition to five personal/sick days per calendar year).  Any vacation taken by Employee shall be taken at such time as is reasonably convenient in relationship to the needs of the business of the Company, as determined in the reasonable discretion of the Company.  Vacation time shall not accrue beyond the calendar year in question.

4.6           Continuing Education and Licenses. During the Employment Period, the Company shall pay for Employee’s continuing education, including, but not limited to, course fees, travel expenses and hotel fees, as required to maintain Employee’s then current licenses with the issuers and to pay all of the Employee’s fees to maintain his license and to obtain additional licenses with the issuers of the licenses.

3

5.           Confidential Information; Noncompetition and Nonsolicitation.

5.1           Confidential Information.  Employee acknowledges that, during the course of his employment by the Company, Employee will become privy to certain Confidential Information (hereinafter defined), and the Company hereby agrees to provide Employee with Confidential Information.  Accordingly, Employee agrees that he shall not, both during and after the Employment Period, without the prior written consent of the Company, except as required to perform his duties of employment with the Company, use, disseminate, disclose, or communicate any Confidential Information to any person or entity inside or outside the United States. Employee acknowledges that the Confidential Information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company and that any disclosure or other use of any Confidential Information other than for the sole benefit of the Company would be wrongful and may cause irreparable harm to the Company.  Both during and after the Employment Period, Employee will refrain from any acts or omissions that would reduce the value of any Confidential Information to the Company. The foregoing obligations of confidentiality shall not apply to any Confidential Information which is now published or which subsequently becomes generally publicly known other than as a direct or indirect result of the breach of this Agreement by Employee.  As used herein, the term “Confidential Information” means all information relating or belonging to the Company or any of its affiliates that is disclosed or made known to Employee as a direct or indirect consequence of or through his employment with the Company that is not generally known in the industries in which the Company or any of its affiliates is or may become engaged, including, but not limited to, information about (i) the customers and vendors of the Company and its affiliates (including, without limitation, their identities); (ii) profitability and other financial information; (iii) past, present, and future plans with respect to the business of the Company; (iv) strategies, processes and techniques; (v) any Company system, procedure, or administrative operation; and (vi) present or future plans for the extension of the present business or commencement of a new business of the Company or any affiliate of the Company.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Employee from contacting or doing business with any of the customers, suppliers, vendors or any other contacts of the Company, who are generally known in the business or industry (the “Customers”) after the expiration of the Covenant Period (as defined in Section 5.4 below), or prohibit or restrict Employee from contacting or doing business with Customers during the Covenant Period so long as such activities would not violate the provisions of Section 5.4 below.

5.2           Third Party Information. Employee recognizes that the Company and its affiliates have received and in the future will receive from third parties their confidential or proprietary information subject to a duty on their parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that he owes the Company, its affiliates, and such third parties, during the Employment Period and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity (except as necessary in carrying out his duties for the Company consistent with the Company’s agreement with such third party) or to use it for the benefit of anyone other than for the Company or such third party (consistent with the Company’s agreement with such third party) without the express written authorization of the Company or its affiliates, as the case may be.

5.3           Returning Company Documents.  When Employee ceases to be an employee of the Company, Employee shall promptly deliver all documents, memorandum, records, notes, and other materials in his possession, whether prepared by him or others, and all copies thereof, that contain Confidential Information, and Employee shall have no rights therein.

4

5.4           Noncompetition Covenant.  Employee covenants and agrees that he shall not (and shall not permit any of his affiliates to), directly or indirectly, engage in the business of designing, constructing or maintaining retail or industrial petroleum facilities within any state in which the Company or any of its affiliates is doing business in any manner or capacity (including, without limitation, as an advisor, consultant, principal, agent, partner, officer, director, stockholder, employee, member of any association or other­wise) for the duration of the Employment Period and for 12 months thereafter (the “Covenant Period”).  Notwithstanding the foregoing, if Employee’s employment with the Company is terminated for any reason other than by the Company for “Cause” (as defined in Section 7.1(c) below) or voluntarily by Employee, then for purposes of this Section 5.4 the “Covenant Period” shall be deemed to end on the date of such termination of Employee’s employment with the Company.

5.5           Nonsolicitation Covenant.  Employee covenants and agrees that for the duration of the Covenant Period, Employee will not directly solicit or aid the solicitation of any person who is employed by the Company to leave his or her employment with the Company.

5.6           Scope. Employee acknowledges and agrees that the length and scope of the restrictions contained in Sections 5.4 and 5.5 are reasonable and necessary to protect the legitimate business interests of the Company.  Employee further acknowledges and agrees that the restrictions contained in Sections 5.4 and 5.5 are valid and enforceable under Florida law and that he will immediately notify the Company’s Chief Executive Officer in writing should he believe or be advised that the restrictions are not, or likely are not, valid or enforceable under Florida law or the law of any other state that he contends or is advised is applicable. The duration of the agreements contained in Sections 5.4 and 5.5 shall be extended for the amount of any time of any violation thereof and the time, if greater, necessary to enforce such provisions or obtain any relief or damages for such violation through the court system. The Company may, at any time by written notice, reduce the length or scope of any restrictions contained in Sections 5.4 and 5.5 and, thereafter, Employee shall comply with the restriction as so reduced, subject to subsequent reductions.  If any covenant in Section 5.4 or 5.5 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope and time, and such lesser scope or time, or both of them, as an arbitrator or a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Employee.  In the event of termination of Employee’s employment with the Company for any reason, Employee consents to the Company communicating with Employee’s new employer, any entity in the business in which the Company engages or through or in connection with which Employee is restricted hereunder, or any other party about the restrictions and obligations imposed on Employee under this Agreement.

6.           Ventures.  If, at any time during the Employment Period, Employee is engaged or associated with the planning or implementing of any project, program or venture involving the Company or any of its affiliates and a third party or parties, all rights in such project, program or venture shall belong to the Company or such affiliates, as the case may be.  Except as formally approved in writing by the Company, Employee shall not be entitled to any interest in such project, program or venture or to any commission, finder’s fee or other compensation in connection therewith other than the base salary and other compensation to be paid to Employee as provided in this Agreement.

5

7.           Termination.

7.1           Bases for Termination. This Agreement and the employment relationship created hereunder between the Company and Employee shall terminate prior to the end of the term specified in Section 2 hereof only upon the occurrence of any one of the following events:

(a)           The death of Employee;

(b)           The permanent disability of Employee, which, for purposes of this subsection (b), shall mean when Employee is unable to continue his normal duties of employment, by reason of a medically determined physical or mental impairment, for a continuous period of nineteen (19) consecutive weeks or for any twenty-six (26) weeks within a fifty-two (52) week period (or such longer period, not to exceed thirty-eight (38) weeks, if the Company’s disability insurance policy requires a benefit waiting period longer than such twenty-six (26) period);

(c)           Delivery to Employee by the Company of written notice of termination for Cause (for purposes of this Agreement, “Cause” shall mean (i) commission by Employee of an act of material willful dishonesty toward the Company, (ii) a material breach by Employee of a fiduciary duty owed to the Company, (iii) a willful violation by Employee of any material law, rule or regulation applicable to the Company or its business that has a material adverse effect on the Company or its business (except for violations arising from a conflict between applicable laws), (iv) a material breach by Employee of any provision of this Agreement and the breach is not cured within ten (10) days after written notice thereof is delivered to Employee, (v) the conviction of Employee of a felony or other non-felonious crime involving moral turpitude (or a plea of nolo contendere thereto), or (vi) Employee’s refusal or failure to follow a legal directive from Employee’s superiors that is within the scope of Employee’s employment and such refusal or failure is not cured within ten (10) days after written notice thereof is delivered to Employee.

(d)           Delivery to Employee by the Company of written notice of termination without Cause; or

(e)         15 days after delivery to the Company by Employee of written notice of Employee’s voluntary and unilateral termination of this Agreement;provided, however, that the Company may elect to pay Employee 15 days’ base salary in lieu of Employee’s final 15 days of employment hereunder.

Notwithstanding any termination of this Agreement, Employee, in consideration of his employment hereunder to the date of such termination, agrees to remain bound by the provisions of this Agreement that specifically relate to periods, scope, activities or obligations upon or subsequent to the termination of Employee’s employment, including, without limitation, the provisions of Sections 5 and 7.3 hereof.

6

7.2           Effect of Termination.

(a)           If this Agreement is terminated pursuant to clause (a), (b), (c) or (e) of Section 7.1 hereof, Employee shall be entitled to receive his base salary pro-rated through the effective date of such termination, which pro-rated base salary shall be paid to Employee within 15 days of such effective date.  Employee shall also be entitled to reimburse­ment for expenses incurred by Employee prior to such effective date, which unreimbursed expenses shall be paid to Employee within 15 days after Employee submits to the Company appropriate documentation of such unreimbursed expenses.

(b)          If this Agreement is terminated pursuant to clause (d) of Section 7.1 hereof, Employee shall be entitled to receive (as severance pay) 12 months of his base salary in effect as of the date immediately prior to the effective date of such termination, payable in accordance with the Company’s normal payroll procedures and policies; provided, however, that Employee’s right to the foregoing severance is specifically conditioned upon him releasing the Company from any and all claims relating to wrongful discharge pursuant to the Company’s then current form of release. The Company shall also reimburse Employee for expenses incurred by Employee prior to such effective date, which unreimbursed expenses shall be paid to Employee within 15 days after Employee submits to the Company appropriate documentation of such unreimbursed expenses.

Except as specifically provided in this Section 7.2 above, Employee shall not be entitled to any compensation, benefits or other remuneration as a result of any termination of his employment.

7.3           Surrender of Records and Property. Upon termination of his employment with the Company, Employee shall promptly deliver to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations and copies thereof, which are the property of the Company or which relate in any way to the businesses, practices or techniques of the Company, and all other property, trade secrets and Confidential Information of the Company, including, without limitation, all documents which in whole or in part contain any trade secrets or other Confidential Information of the Company which in any of these cases are in his possession or under his control.

8.           Miscellaneous.

8.1           Governing Law; Exclusive Jurisdiction and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SAID STATE. Each of the Company and Employee (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Florida and the courts of the State of Florida located in Palm Beach County, Florida, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of any such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

7

8.2           Entire Agreement. This Agreement contains the entire agreement of the parties hereto relating to the employment of Employee by the Company and the other matters discussed herein and supersedes all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

8.3           Withholding Taxes. The Company may withhold from any compensation or other benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

8.4           Supplements and Amendments. This Agreement may be supplemented or amended only upon the written consent of each of the parties hereto.

8.5           Assignment.  This Agreement shall not be assignable, in whole or in part, by either party without the prior written consent of the other party, except that the Company may, without the prior written consent of Employee, assign its rights and obligations under this Agreement to any affiliate of the Company or to any other partnership, corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company.

8.6           No Waiver.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

8.7           Severability.  The provisions of this Agreement are severable, and if any one or more provisions may be determined to be judicially unenforceable and/or invalid by a court of competent jurisdiction, in whole or in part, the remaining provisions shall nevertheless be binding, enforceable and in full force and effect.

8.8           Titles and Headings. The titles and headings of the various Sections of this Agreement are intended solely for convenience of reference and not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions hereof.

8.9           Attorneys’ Fees. In the event that any party hereto brings suit against the other party, based upon or arising out of a breach or violation of this Agreement, each party hereto agrees that the party who is successful on the merits, upon final adjudication from which no further appeal can be taken or is taken within the time allowed by law, shall be entitled to recover her or its reasonable attorneys’ fees and expenses from the party which is not successful.

8

8.10           Injunctive Relief.  Employee agrees that it would be difficult to compensate the Company fully for damages for any violation of the provisions of this Agreement, including, without limitation, the provisions of Sections 5 and 7.3 hereof.   Accordingly, Employee specifically agrees that the Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this Agreement and that such relief may be granted without the necessity of proving actual damages.  This provision with respect to injunctive relief shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.

8.11           Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  This Agreement may be duly executed by facsimile signature, with a manually executed copy to follow.

[Remainder of page intentionally left blank; signature page to follow.]

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SURGE SOLUTIONS GROUP, INC.
By:
	Larry M. Glasscock, Jr., President & CEO
EMPLOYEE:
By:
	[________________]

10

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

SSGI ANNOUNCES THE ACQUISITION

OF B&M CONSTRUCTION CO., INC.

WEST PALM BEACH, Florida — May 18, 2010 — SSGI, Inc. (OTC: SSGI)today announced the recent acquisition of B&M Construction Co., Inc., a construction company headquartered in Lakeland, Florida, that specializes in the design, construction and maintenance of retail petroleum facilities. Through the acquisition, SSGI also acquired a 70% interest in Willis Electric, L.L.C.  Willis, also headquartered in Lakeland, Florida, is an electrical contractor specializing in “big box” retail installations.

In connection with the acquisition, three senior executives and former shareholders of B&M – Phillip Lee, William Denmark and Evan Finch – joined the executive management team of SSGI.

“We are delighted to announce this acquisition,” said Larry Glasscock, SSGI’s newly appointed President and Chief Executive Officer.  “Adding B&M greatly increases SSGI’s market share, revenue production, and cash flow from operations. The combination also expands existing operations in13additional states. Phillip Lee, Billy Denmark and Evan Finch bring strong experience and demonstrated success to the SSGI team.  The company will certainly benefit from their leadership and ongoing contributions.”

Former B&M President, Chief Executive Officer and majority shareholder, Bobby L. Moore, Jr., added: “I believe the combination of SSGI, B&M and Willis is one that will benefit the customers and employees of B&M and positions SSGI for great success.  I look forward to continuing my relationship with the company as a significant owner of SSGI shares.”  Mr. Moore will assist in the transition as a consultant to SSGI.

About B&M

B&M is a recognized leader in the installation and maintenance of petroleum fueling systems located at such places as convenience stores, truck stops, car washes, and bulk fueling facilities. B&Malso installs underground and above ground fuel tanks, piping, canopies, and dispenser systems, and serves as a general contractor in the retail food segment and for other businesses.B&M was incorporated in 1968 and has operating licenses in 14 states throughout the Southeastern United States as well as Texas and Missouri.  Visit http://www.bmconstruction.com for more information.

1

About SSGI

SSGI, Inc., through its wholly-owned operating subsidiary, Surge Solutions Group, Inc., is a petroleum contractor providing construction and environmental compliance services for its government and private sector clients. As a general contractor, SSGI provides general contractor services for commercial construction projects. Visit http://www.surgesolutionsgroup.com for more information.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this press release are “forward-looking statements” that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company’s filings with the Securities and Exchange Commission which may cause actual results, performance and achievements of the company to be materially different from any future results, performance or achievements expressed or implied.

# # #

2