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): April 21, 2014

Excel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	333-173702	27-3955524
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
595 Madison Avenue, Suite 1101    New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 921-2000

Not Applicable

 (Former name or former address, if changed since last report)

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:

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

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

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

o 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 February 17, 2014, Excel Corporation (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with Payprotec Oregon, LLC (d/b/a Securus Payments) (“Payprotec”), Mychol Robirds and Steven Lemma, to effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC (“Securus”).  On April 10, 2014, the Parties entered into an amendment (the “Amendment”) to the Agreement that extended the termination date to April 21, 2014.  On April 21, 2014, the parties to the Agreement closed the transaction (the “Transaction”).

In exchange for the membership interests in Payprotec and Securus, the Company issued to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company’s Common Stock and two shares of the Company’s Series A Preferred Stock.  Payprotec also entered into three year employment agreements (the “Employment Agreements”) with each of Messrs. Robirds and Lemma.  The company plans to file a certificate of designation for the Series A Preferred Stock ("Certificate of Designation") with the state of Delaware and will report such filing on a subsequent Form 8-K.

The foregoing summary of the Transaction is qualified in its entirety by reference to the Agreement and the forms of the Employment Agreement and Certificate of Designation as referenced in the Agreement, copies of which were filed as Exhibits 10.01, 10.02 and 10.03 to the Form 8-K filed on February 21, 2014 and are incorporated herein by reference.

Also on April 21, 2014, pursuant to a Securities and Exchange Agreement ("E-Cig Agreement") dated April 21, 2014 between the Company and E-Cig Ventures, LLC ("E-Cig"), the Company acquired an additional 10% of the membership interests of Payprotec in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guaranty a $1.5 million loan (the “Guaranty”) from Shadow Tree Income Fund A LP (“Shadow Tree”) to E-Cig (the "E-Cig Transaction"). As a result, the Company now owns 100% of the membership interests of Payprotec. The foregoing summary of the E-Cig Transaction is qualified in its entirety by reference to the E-Cig Agreement and the executed form of the Consent and Guaranty Agreement as referenced in the E-Cig Agreement, copies of which are filed as Exhibit 10.01 and 10.02 to this report and are incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in the final paragraph of Item 2.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Since it is impracticable to provide the required financial statements for the acquisition described above at the time of filing, and no financial statements (audited or unaudited) are available at this time, the Company hereby confirms that the required financial statements will be filed on or before July 7, 2014, which date is within the period allowed to file such an amendment.

(b) Pro Forma Financial Information

See paragraph (a) above.

(d) Exhibits

Exhibit No.	Document
10.01	Securities and Exchange Agreement, dated April 21, 2014, between the Company and E-Cig Ventures, LLC.
10.02	Consent and Guaranty Agreement, dated April 21, 2014, between the Company and Shadow Tree Income Fund A LP.

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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.

Date: April 25, 2014

EXCEL CORPORATION
By:	/s/ Ruben Azrak
	Name:        Ruben Azrak
	Title:          Interim Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Document
10.01	Securities and Exchange Agreement, dated April 21, 2014, between the Company and E-Cig Ventures, LLC.
10.02	Consent and Guaranty Agreement, dated April 21, 2014, between the Company and Shadow Tree Income Fund A LP.

EX-10.01

Exhibit 10.01

 SECURITIES EXCHANGE AGREEMENT, dated as of April 21, 2014, by and among Excel Corporation, a Delaware Corporation (the “Excel”) and E-Cig Ventures, LLC, a Delaware limited liability company (“Member").

W I T N E S S E T H:

WHEREAS, Excel is a public reporting company traded on the Over the Counter Bulletin Board under the symbol "EXCC.OB."

WHEREAS, the Member is the record and beneficial owner of (i) Ten (10%) Percent of all of the issued and outstanding membership interests of Payprotec Oregon, LLC d/b/a Securus Payments; and

WHEREAS, the Member desires to sell to Excel, and Excel desires to acquire from the Member, the Securities for the consideration and in exchange (the "Exchange") of the Exchange Shares on the terms set forth in this Agreement.

NOW, THEREFORE, in reliance upon the covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

 “AAA” has the meaning ascribed to such term in Section 10.10 hereof.

 “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or arbitration panel.

 “Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person.

 “Agreement” means this Agreement, including the Disclosure Schedule, the other Schedules and the Exhibits and all amendments hereto.

 “Ancillary Agreements” means such other documents as may be requested by the parties in connection with the closing of the transactions contemplated hereby.

 “Basis” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction that forms or could form the basis for any specified consequence.

 “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

 “Closing” means the completion of the Exchange pursuant to this Agreement.

 “Closing Date” has the meaning ascribed to such term in Section 2.03 hereof.

 “Code” means the Internal Revenue Code of 1986, as amended.

 “Contract” means any oral or written agreement, lease, License or sublicense, evidence of indebtedness, mortgage, indenture, security agreement, deed of trust or other contract, commitment, arrangement, understanding or obligation.

 “Control” means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.  The term “Controlled” shall have a correlative meaning.

 “GAAP” means United States generally accepted accounting principles.

 “Governmental Authority” means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or court, tribunal or judicial or arbitral body or any private arbitrator.

 “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

 “Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law.

 “Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, filings, qualifications, privileges, franchises and similar consents granted or issued by any Governmental Authority.

 “Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind, or any conditional sales Contract, title retention Contract or other Contract to create any of the foregoing (it being understood that a Contract which permits a party to return items purchased thereunder shall not be deemed to constitute a Lien solely by virtue thereof).

 "Organizational Documents" means, with respect to any entity, the certificate of incorporation, the articles of incorporation, bylaws, articles of organization, certificate of formation, operating agreement, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, all stockholders’ agreements, all voting agreements, all voting trusts, all buy-sell agreements, all investor rights agreements, or other similar organizational and governing documents of such entity (in each case, as amended).

 “Person” means any natural person, general or limited partnership, trust, corporation, limited liability company, firm, association, Governmental Authority or other legal entity.

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 “Material Adverse Effect” means any event, change, occurrence or development that or could have a material adverse effect on (a) the business, assets, results of operations, prospects or condition (financial or otherwise) of either party hereto taken as a whole or (b) either Excel's party's ability to perform its obligations under this Agreement.

SECTION 1.02  Terms Generally.  Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, the terms “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified, and the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified.

ARTICLE II

  EXCHANGE

SECTION 2.01  Exchange.

(a)           At the Closing, on the terms and subject to the conditions contained herein, the Members shall sell, transfer, convey, assign and deliver the Securities to Excel, and Excel shall purchase and accept from the Member, all of the Member's right, title and interest in and to all of the Securities free and clear of any Liens, in exchange for an aggregate of Two Million (2,000,000) shares of Excel Common Stock (“Exchange Shares”) and for guaranteeing a $1.5 million loan to Member by Shadow Tree Fund A, LP, a copy of which is attached hereto as Exhibit A, such that subsequent to the Closing Date, Excel shall own 100% of all of the Securities of the Company and its Subsidiaries.

SECTION 2.02  Reserved.

SECTION 2.03  Closing.  Subject to the terms and conditions of this Agreement, the Closing shall take place at the offices of Schechter & Hillo, PC, 333 Seventh Avenue, 3rd Floor,  New York, New York 10001 or such other place or in such other manner as the parties may agree commencing at 9:00 a.m. on the Business Day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to the certificates, opinions and agreements to be delivered at the Closing); provided, however, that the date of the Closing shall be no later than April 21, 2014 (the date on which the Closing takes place being the “Closing Date”), unless extended by mutual consent of Excel and the Member.  The Closing shall be deemed effective as of the opening of business on the Closing Date.  Each party hereto agrees to use its or his reasonable efforts to satisfy promptly the conditions to the obligations of the respective parties hereto in order to expedite the Closing.

SECTION 2.04  Closing Deliveries by the Member.  At the Closing, the Member shall deliver or cause to be delivered to Excel:

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(a)           certificates representing the Securities in the name of Excel or such other documents reasonably satisfactory to Excel demonstrating that the Securities have been duly transferred to Excel.

(b)           executed copies of the Ancillary Agreements; and

(c)           a certificate of the Member, attaching certifying resolutions of the Member approving this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby and setting forth (I) such good standing certificates as Excel shall reasonably request, (II) a certified copies of the Member's Organization Documents.

SECTION 2.05  Closing Deliveries by Excel.  At the Closing, Excel shall deliver or cause to be delivered to the Members:

(a)           executed copies of the Ancillary Agreements to which it is a party.

(b)           a certificate of the CEO of Excel attaching certifying resolutions of Excel approving this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby and setting forth such good standing certificates as the Member shall reasonably request; and

(c)           certificates representing the Exchange Shares in the name of the Member or such other documents reasonably satisfactory to the Member demonstrating that the Exchange Shares have been duly transferred to the Member.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

Each of the Members and the Company, jointly and severally, represent and warrant to Excel that the statements contained in this Article III are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Disclosure Schedule.  The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.

SECTION 3.01  Corporate Organization; Standing and Qualification; Power and Authority; Capitalization.

                      (a)           The member is a company duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. The Member has the corporate power and authority to own, lease, and operate its assets, properties and business and to carry on the business as now being conducted. The Member is duly qualified or licensed to do business in each jurisdiction where its respective properties are owned or leased or the nature of the business conducted by it require such qualification, where the failure to do so would not be reasonably expected to have a Material Adverse Effect.  The execution and performance of this Agreement and any other certificate, document, agreement, instrument, stock power or agreement executed in connection herewith (collectively, the “Ancillary Agreements”) has been duly authorized by all necessary corporate action and, neither the execution nor the delivery of this Agreement nor the performance, observance or compliance with the terms and provisions of this Agreement will violate any provisions of Law, any Governmental Order of any Governmental Authority, the Organizational Documents of the Member, or any Contract to which each the Member is a party or by which the Member is bound.  This Agreement and each Ancillary Agreement to which it is a party, when executed and delivered, will constitute a legal, valid and binding obligation of the Member and will be enforceable against the Member in accordance with its terms except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights.

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            (b)           The Member has heretofore delivered to Excel true and correct copies of its Organizational Documents, as in effect on the date hereof.

SECTION 3.02   Approvals.  The execution and delivery of this Agreement and the Ancillary Agreements by the Member does not, and the performance of this Agreement and the Ancillary Agreements by the Member will not require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other Person under any Law or Contract other than such filings or registrations with, or authorizations, consents or approvals of (i) Governmental Authorities the failure of which to make or obtain would not have a  Material Adverse Effect.

SECTION 3.03  Title to Securities; Condition of the Assets and Related Matters.

(a)           The Member has good, valid and marketable title to and unrestricted power to sell the Securities free and clear of any Liens, and, upon purchase and exchange therefore and delivery to Excel thereof in accordance with the terms of this Agreement, Excel will obtain good and marketable title to the Securities free and clear of any Lien.

SECTION 3.04  Reserved.

SECTION 3.05  Securities Laws.

(a)           Information on Excel.   (i)  Member has been furnished with or received either verbally or in writing from Excel such information (“Reports”) concerning its operations, financial condition and other matters as Member have requested in writing, and considered all factors Member deems material in deciding on the advisability of owning the Exchange Shares;  (ii) the Member understands the investment objectives and policies of, and the investment strategies which may be pursued by, Excel;  (iii) Member has evaluated the risks of investing in the Exchange Shares and have determined that the Exchange Shares are a suitable investment for the Members and have reviewed the Excel SEC Documents; and (iv) Member has consulted with its own advisors and is fully informed as to the legal and tax requirements within the Member’s own country (countries) and U.S. tax considerations applicable to the Member’s purchase of the Exchange Shares.

           (b)           Information on Members.   (i) Member is an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the  Securities Act of 1933, as amended (the “Securities Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Member to utilize the information made available by Excel to evaluate the merits and risks of and to make an informed investment decision with respect to the Exchange Shares, which represents a speculative investment;  (ii) Member has the authority and are duly and legally qualified to purchase and own the Exchange Shares; (iii) Member is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof; and (iv) the information set forth on the signature page hereto regarding such Member is accurate.

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                                        (c)          Purchase of Exchange Shares.  On the Closing Date, Member will purchase the Exchange Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

                                        (d)          Compliance with Securities Act.   Member understands and agrees that the Exchange Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of the Members contained herein), and that such Exchange Shares must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.

(e)          Communication of Offer.  At no time was Member presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting.

(f)           No Governmental Review.  Member understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Exchange Shares or the suitability of the investment in the Exchange Shares nor have such authorities passed upon or endorsed the merits of the sale of the Exchange Shares.

(g)          Exchange Share Legend.  The Exchange Shares shall bear the following or similar legend:

"THE ISSUANCE AND SALE OF THE EXCHANGE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE  SECURITIES ACT, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE EXCHANGE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE EXCHANGE SHARES UNDER THE SECURITIES ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY EXCEL), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. "

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SECTION 3.06  No Fraudulent Conveyance. The Member is not now insolvent and will not be rendered insolvent by the sale, transfer and assignment of the Securities pursuant to the terms of this Agreement. The Member is not entering into this Agreement or any of the other agreements referenced in this Agreement with the intent to defraud, delay or hinder their respective creditors and the consummation of the transactions contemplated by this Agreement, and the other agreements referenced in this Agreement, will not have any such effect. The transactions contemplated in this Agreement or any agreements referenced in this Agreement will not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of the Member to any of the Securities after the Closing.

SECTION 3.07  Disclosure. Except as set forth in this Agreement, there is no fact relating to the Member or the Securities that the Member has not disclosed to Excel in writing that has had or is currently having a material and adverse effect or, insofar as the Member can now foresee, will materially and adversely affect the condition of the Securities. No representation or warranty by the Member herein and no information disclosed in the schedules or exhibits hereto by the Member contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EXCEL

Excel represents and warrants to the Member that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

SECTION 4.01  Organization, Etc.

(a)           Excel is duly organized, validly existing and in good standing under the laws of the State of Delaware.  Excel is duly qualified or licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the character of its business or the nature of its properties makes such qualification or licensing necessary, except where the failure to so qualify or be licensed would not have a Material Adverse Effect.

(b)           Excel has full power and authority to conduct its business as it is now being conducted and to own, operate or lease the properties and assets it currently owns, operates or holds under lease. Excel has heretofore made available to the Member true and correct copies of its Organizational Documents as in effect on the date hereof.

(c)           Excel has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to carry out its  obligations under this Agreement and each of the Ancillary Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby.  This Agreement has been, and each Ancillary Agreement to which Excel is a party will be, duly executed and delivered by Excel, and (assuming due authorization, execution, and delivery by the Members) this Agreement is, and each Ancillary Agreement, when duly executed and delivered, will be a legal, valid and binding obligation of Excel, enforceable against Excel in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).

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SECTION 4.02  No Violation.  Assuming all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, the execution, delivery and performance of this Agreement and the Ancillary Agreements do not and will not (a) violate or conflict with the Organization Documents of Excel, (b) conflict with or violate any Law or Governmental Order applicable to Excel.

SECTION 4.03  Approvals.  The execution and delivery of this Agreement and the Ancillary Agreements by Excel do not, and the performance of this Agreement and the Ancillary Agreements by Excel will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other Person under any Law or Contract, other than such filings or registrations with, or authorizations, consents or approvals of (i) Governmental Authorities the failure of which to make or obtain would not have a Material Adverse Effect.

SECTION 4.04  Validity of Exchange Shares.  The Exchange Shares to be issued at the Closing, when issued and delivered, shall be duly and validly issued, fully paid and non-assessable. Based in part on the representations and warranties of the Member as contemplated by Article III hereof and assuming the accuracy thereof, the issuance of the Exchange Shares upon consummation of the Exchange will be exempt from the registration and prospectus delivery requirements of the Securities Act and from the qualification or registration requirements of any applicable state “Blue Sky” or securities laws.

SECTION 4.05   SEC Reporting and Compliance.

(a)           Excel filed a registration statement on Form S-1 under the Securities Act, which became effective on July 25, 2011 (the “Excel Registration Statement”). Except as evidenced by the Excel SEC Documents (as defined below), since the date of the Excel Registration Statement, Excel has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all reports required to be filed pursuant to the Securities Act. Excel has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)           Excel has made available online to the Member true and complete copies of the registration statements, information statements and other reports (collectively, the “Excel SEC Documents”) filed by Excel with the Commission. None of the Excel SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading.

(c)           Prior to and until the Closing, Excel will provide to the Member copies of any and all amendments or supplements to the Excel SEC Documents filed with the Commission and all subsequent registration statements and reports filed by Excel subsequent to the filing of the Excel SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Excel with the Commission or delivered to the shareholders of Excel.

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(d)           Excel is not an investment company within the meaning of Section 3 of the Investment Company Act of 1940, as amended.

(e)           The shares of Excel Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “EXCC.OB” and Excel is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Excel Common Stock.

(f)           Between the date hereof and the Closing Date, Excel shall continue to satisfy the filing requirements of the Securities Act and the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board.

(g)           The Excel SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Excel nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

(h)           In issuing the Exchange Shares in the Exchange hereunder, neither Excel nor anyone acting on its behalf has offered to sell the Exchange Shares by any form of general solicitation or advertising.

SECTION 4.06  Disclosure.  Except as set forth in this Agreement, there is no fact relating to Excel that Excel has not disclosed to the Member in writing that has had or is currently having a material and adverse effect nor, insofar as Excel can now foresee, will materially and adversely affect, the condition of Excel. No representation or warranty by Excel herein and no information disclosed in the schedules or exhibits hereto by Excel contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

SECTION 4.07  Sole Representations and Warranties.  Except for the representations and warranties expressly set forth in this Article IV, Excel makes no representation or warranty, express or implied, at law or in equity, in respect of the Exchange Shares and Excel or the transactions contemplated hereby.

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ARTICLE V

RESERVED

ARTICLE VI

RESERVED

ARTICLE VII

RESERVED

ARTICLE VIII

RESERVED

ARTICLE IX

RESERVED

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01  Reserved.

SECTION 10.02  Expenses.  Except as may be otherwise specified herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 10.03  Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile (followed by delivery of a copy via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.03), with a contemporaneous copy sent by email to the lawyers listed below:

(a)           if to the Member, to the address set forth on the signature pages hereto:

(b)           if to Excel:

Excel Corporation

595 Madison Avenue, 3rd Floor

New York, NY 10022

Attn: CEO

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with a copy to (which shall not constitute notice):

Schechter & Hillo, PC

333 Seventh Avenue, 3rd Floor

New York, NY 10001

Attn: Robert Schechter, Esq.

(212) 245-9101ras@schechill.com

(c)           All parties shall also send a copy of any notices hereunder to:

   Mitchell C. Shapiro, Esq.

15 Cutter Mill Road, #207

Great Neck, New York 11021

mcs@mcshapirolaw.com

SECTION 10.04     Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 10.05     Severability.  If any term or other provision of this Agreement is held invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

SECTION 10.06     Entire Agreement.  This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof, including, without limitation, any purported or actual summary of terms that may have been provided by one party to another.

SECTION 10.07     Assignment.  No party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto, and any such attempted assignment without the prior written consent of the other party shall be void and of no force or effect. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

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SECTION 10.08     No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 10.09     Amendment.  This Agreement may not be amended or modified except by an instrument in writing signed by Excel, the Company and the Members.

SECTION 10.10     Arbitration, Governing Law; Submission to Jurisdiction, Waivers

(a)           Arbitration.  In the event that any dispute, disagreement or controversy arises out of or relates to or concerns any rights, obligations or other aspect of this Agreement, either party may notify the other in writing within 30 days of the circumstances giving rise to such dispute.  If Excel and the Members are not able to resolve such dispute within 30 days of the applicable party’s receipt of notice of such dispute hereunder, such dispute shall promptly be submitted to arbitration in New York City before the American Arbitration Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA.  The arbitration tribunal shall be composed of one arbitrator.  The arbitrator will be directed to resolve such dispute, disagreement or controversy.  The award of the arbitrator shall be enforceable in any court of competent jurisdiction.  Notwithstanding the foregoing, any party shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction.

(b)           Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws.

SECTION 10.11    Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by fax shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.12    Construction.  The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The parties intend that each representation, warranty and covenant contained herein shall have independent significance.  If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant.

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SECTION 10.13    Specific Performance.  Each party acknowledges and agrees that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached.  Accordingly, each party agrees that the other party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

SECTION 10.14    Survival of Representations, Warranties and Covenants.  All of the representations and warranties contained in this Agreement shall survive the Closing hereunder and continue in full force and effect until the expiration of any applicable statute of limitations (including all periods of extension whether automatic or permissive), except i) as to any matters with respect to which a bona fide written claim shall have been made or an action at law or in equity shall have commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim) until the final resolution of such claim or action, including all applicable periods for appeal.

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

EXCEL CORPORATION:
By:	/s/
	Name: Ruby Azrak
	Title: CEO

MEMBER:
E-CIG VENTURES, LLC
By:	/s/
Name:	Shalom Auerbach
Title:	Sole Member

Address for Notices:

Fax: 

email:

EX-10.02

Exhibit 10.02

CONSENT TO TRANSACTION AND

GUARANTY OF PAYMENT

THIS GUARANTY OF PAYMENT (this “Guaranty”) is made as of the 21st day of April, 2014, by EXCEL CORP., a Delaware corporation with its offices at ____________________________ (the “Guarantor” or “Excel”) in favor of SHADOW TREE INCOME FUND A LP, a Delaware limited partnership having an address at 8 Hollowtree Road, Briarcliff Manor, New York 10510 (the “Lender”).

RECITALS:

WHEREAS, on or about January 28, 2014, E-Cig Ventures LLC, a Delaware limited liability company (“Borrower”) purchased from Payprotec Oregon LLC d/b/a Securus Payments (“Securus”) the first two hundred thousand dollars ($200,000) in net monthly residuals (net of all fees and obligations to ISO's or SPs (as those terms are defined in the Residual Purchase Agreement (the “RPA”) dated January 28, 2014 by and between Borrower and Securus) to be received by Securus from First Data Merchant Services Corporation ("FDC") (the "Residuals"); and

WHEREAS, Securus and Borrower entered into an Option Agreement (the “Option Agreement”), with an effective date of January 27, 2014, pursuant to which Securus has the option to repurchase the Residuals for (a) $2,200,000 (if repurchased within 90 days after closing on the sale pursuant to the RPA) or (b) $2,400,000 (if repurchased more than 90 days after such closing); and

WHEREAS, Guarantor will, upon the closing of the transactions contemplated by a Securities and Exchange Agreement (the "Securities and Exchange Agreement") dated as of February 17, 2014, as amended on April 10, 2014, by and among Excel, Securus, Mychol Robirds, Steven Lemma, own 90% of the membership interests in Securus; and;

WHEREAS, contemporaneously herewith, the Lender is, pursuant to a Loan and Security Agreement of even date herewith (“the Loan and Security Agreement”), lending Borrower $1,500,000 (the “Loan Amount”), whichLoan Amount is evidenced a promissory note of even date herewith , made by Borrower to Lender, bearing interest at 13% per annum, (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Note,” a copy of which is attached hereto as Exhibit “A” and is incorporated by reference herein); and

WHEREAS, the LSA also provides that the Loan Amount is due and payable upon the earliest (the “Maturity Date”) of (a) April 20, 2015, (b) the repurchase of the Residuals by Securus or (c) their sale to a third party; and

WHEREAS, the Note is secured by, among other things, all of Borrower’s assets including, but not limited to, the Residuals; and

WHEREAS, the Lender requires, as a condition to accepting the Note from Borrower, that: (a) the Guarantor execute and deliver this Guaranty for the benefit of the Lender, (b) agree that all of the rights and obligations of Securus under the RPA and the Option Agreement, and the guaranties (the “Guarantees”) given by Mychol Robirds (“Robirds”) and Steven Lemma (“Lemma”) to Borrower in connection with the RPA, will remain in full force and effect following, and not be in any way affected by, the Loan and Security Agreement and (c) that Guarantor affirm and guaranty all of the obligations of any of Lemma, Robirds and/or Securus under the RPA, the Option Agreement and/or the Guarantees.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lender to accept the Note from the Borrower, the Guarantor hereby represents, warrants and covenants to the Lender as follows:

1.          Guarantor hereby consents to Borrower granting Lender a security interest in and to the Residuals, and in and to all of Borrower’s rights under the RPA and the Option Agreement.

2.          Guarantor hereby represents, covenants and warrants that the obligations of Securus under the RPA and the Option Agreement, and the obligations of Lemma and Robirds under their respective Guarantees, will remain in full force and effect following the consummation of the transactions contemplated by the Securities and Exchange Agreement and will in no way be affected thereby.

3.          Guarantor represents, covenants and warrants that, if Borrower defaults under any of the Loan Documents, it will attorn to the Lender and recognize Lender as the Purchaser under the RPA and the Optionor under the Option Agreement. Lender, by virtue of Borrower’s default under the Loan Agreements, wil be deemed to have assumed and agreed to be bound, as substitute Borrower or Optionor, whichever is applicable, by the terms and conditions of said RPA and Option Agreement until the Maturity Date, except that such assumption shall not be deemed of itself an acknowledgment of Lender of the validity of any then existing claims of Securus and/or Excel against Borrower and/or any of its principals. All rights and obligations herein and hereunder to continue as though such default had not occurred had not been brought, except as aforesaid. Excel agrees to execute any and all documents, take any and all steps and deliver to Lender such further assurance, confirming the foregoing as Lender may reasonably request.

4.          In addition to, and not in limitation of Paragraph 2 above, Excel represents, covenants, warrants and reaffirms that (a) each of the Guarantees remains in full force and effect and that (b) should Borrower default under any of the Loan Documents, Lender will accede to all of Borrower’s rights under the RPA, the Option Agreement and the Guarantees including, but not limited to, enforcing any rights against him under any of the aforesaid, the performance of each is hereby guaranteed by Guarantor.

5.           In addition to, and not in limitation of Paragraph 2 above, Excel specifically represents, covenants and warrants that it will:

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a. Make such payments as are due under the RPA and/or the Option Agreement directly to Lender, upon Borrower’s written request prior to any default under any of the Loan Documents; and

b. Upon written notice from Lender that Borrower is in default under any of the Loan Documents, make such payments are due under the RPA and/or the Option Agreement directly to Lender

6.          Borrower specifically represents, covenants and warrants that, if it is in default under any of the Loan Documents, Lender shall have the right, without further notice to Borrower or any of its principals, to direct Excel to make such payments as are required under the RPA and/or the Option Agreement directly to Lender.

7.          Authorization and Enforceability of Loan Documents.  The Note, this Guaranty, the Loan and Security Agreement, the RPA, the Option Agreement by and between Securus and Borrower; the guaranties given by any Other Guarantor to Lender; the guaranties given by Mychol Robirds (“Robirds”) and Steven Lemma (“Lemma”) to Borrower in connection with the RPA; the guaranties being given by each of Ruben Azrak (“Azrak”) and Shalom Auerbach (“Auerbach”; Azrak and Auerbach being an “Other Guarantor”) to Lender of even date herewith, together with all extensions, renewals, modifications, substitutions and amendments of any of the foregoing (collectively the “Loan Documents”) have been duly authorized and executed by all parties thereto and are legal, valid and binding instruments, enforceable against each such party in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other legal or equitable principles now or hereafter in effect generally affecting creditors’ rights and remedies.

8.           Obligations Guaranteed.  The Guarantor unconditionally guarantees to the Lender (i) the prompt and unconditional payment of all sums due under the Note, whether now or hereafter advanced, as the same shall become due and payable thereunder, whether at stated maturity, by acceleration or otherwise, and any and all sums of money that, at the time, may have become due and payable under the provisions of the Note, the Loan and Security Agreement and/or any other Loan Document, and the due and prompt performance of all of the terms, agreements, covenants and conditions of the Note, the Loan and Security Agreement and any of the other Loan Documents, and (ii) payment in full of any and all expenses that may be paid or incurred by the Lender in the collection of all or any portion of the Guarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of the Lender under the Loan Documents or hereunder including, without limitation, reasonable attorneys’ fees, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations.

9.           Unconditional Guaranty.  This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and performance and not of collection and is in no way conditioned or contingent upon any attempt to enforce the Lender’s rights against the Borrower or any Other Guarantor or to collect from the Borrower or any Other Guarantor or upon any other condition or contingency; accordingly, the Lender shall have the right to proceed against the Guarantor immediately upon any Event of Default (as defined in the Loan Agreement or the Note) under the Loan Agreement, without taking any prior action or proceeding to enforce the Loan Documents or any of them or for the liquidation or foreclosure of any security the Lender may at any time hold pursuant thereto.

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10.           Waiver and Release by Guarantor.  The Guarantor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) that the Guarantor may have against the Borrower arising from a payment made by the Guarantor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of the Guarantor or any right of the Guarantor to proceed against the Borrower for reimbursement.  It is expressly understood that the waivers and agreements of the Guarantor constitute additional and cumulative benefits given to the Lender for its security and as an inducement for its extension of credit to the Borrower.  The Lender may at any time and from time to time take any and all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from the Guarantor any amounts then due and payable hereunder by the Guarantor and to cause the Guarantor to fulfill its obligations hereunder.  The Lender may at any time and from time to time take any and all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from the Guarantor any amounts then due and payable hereunder by the Guarantor and to cause the Guarantor to fulfill their respective obligations hereunder.

11.           Liability Unimpaired.  The Guarantor’s liability hereunder shall in no way be limited or impaired by, and the Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents or any other instrument made to or with the Lender by the Borrower, the Guarantor and/or any Other Guarantor.  In addition, the Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Note, (iii) any exculpatory provision in any of said instruments limiting Lender’s rights to a deficiency judgment against the Borrower and/or any Other Guarantor, (iv) the release of the Borrower and/or any Other Guarantor or any other person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to file any Uniform Commercial Code financing statements (or the Lender’s improper recording or filing of same) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement executed or delivered to the Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to the Borrower’s obligations under the Loan Documents to payment of its obligations under the Note, (viii) the inaccuracy of any of the representations and warranties made by the Borrower in the Loan Agreement or (ix) any other action or circumstance whatsoever that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of the Borrower for its obligations under any of the Loan Documents or of the Guarantor under this Guaranty; and, in any such case, whether with or without notice to the Guarantor and with or without consideration.

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12.          Preservation of Loan Documents.  The Guarantor will cause the Borrower to maintain and preserve the enforceability of the Loan Documents as the same may be modified and will not permit the Borrower to take or fail to take actions of any kind which might be the basis for a claim that the Guarantor has a defense to the Guarantor’s obligations hereunder.

13.           Security; Guarantor’s Events of Default.  As security for any and all of the obligations of the Guarantor under this Guaranty, now existing or hereafter arising hereunder or otherwise (collectively, the “Liabilities”), the Guarantor hereby grants to the Lender a lien upon and a security interest in and to all of its right, title and assets of any kind or type including, but not limited to, Guarantor’s membership interests in Securus, whether now owned or hereinafter acquired, and the proceeds thereof; and any all of its funds, securities, choses in action and any and all other forms of property whether real, personal or mixed, and any right, title or interest of the Guarantor therein or thereto, and the proceeds thereof.

14.          Upon the occurrence of any of the following events (each, a “Guarantor’s Event of Default”):  a) the Guarantor defaults under this Guaranty or any Loan Document or any other agreement with the Lender to which the Guarantor is a party; b) any representation or warranty made by the Guarantor herein or in any other Loan Document to which the Guarantor is a party is false or untrue as of the date such representation or warranty is made; c) the Guarantor commences any case, proceeding, or other action under any law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors or seeks to have an order for relief entered with respect to the Guarantor or seeks to be adjudicated a bankrupt or insolvent, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to the Guarantor or the Guarantor’s debts, or seeks the appointment of a receiver, trustee, custodian, or other similar official for the Guarantor or for all or any substantial part of the Guarantor’s property; d) the Guarantor makes a general assignment for the benefit of creditors; e) there is commenced against the Guarantor, any case, proceeding or other action of the type referred to in clause (c) above or seeking the issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of the Guarantor’s property, which case, proceeding or other action results in an entry of an order for relief or is not dismissed, discharged or bonded within sixty (60) days of the commencement thereof; f) the Guarantor takes any action indicating the Guarantor’s consent to, approval of, or acquiescence in or in furtherance of, any of the acts set forth in clause (c) and (e) above; g) the death or incapacity of a Guarantor, if an individual; h) the Guarantor admits in writing the Guarantor’s inability to pay the Guarantor’s debts as they mature; or i) the existence or occurrence at any time of one or more conditions or events that, in the sole opinion of the Lender, has resulted or is reasonably likely to result in a material adverse change in the business, properties or financial condition of the Guarantor; then, any or all of the obligations of the Guarantor shall, at the Lender’s option, become (for the purpose of this Guaranty) immediately due and payable by the Guarantor, without demand or notice.  In addition, upon the occurrence of any Guarantor’s Event of Default, the Lender shall have all of the rights and remedies provided to a secured party by the Uniform Commercial Code as in effect in the State of New York at that time.  The Guarantor agrees that, in the event that notice is necessary, written notice mailed to the Guarantor at the address set forth on the signature page hereof five (5) days prior to the date of public sale of the property subject to the lien and security interest created herein or prior to the date after which private sale or any other disposition of said property will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient.  A default by Borrower and/or any Other Guarantor shall also constitute an Event of Default hereunder.

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15.          Indemnification; Payments; Certain Waivers.  The Guarantor (i) waives any right or claim of right to cause a marshalling of the Borrower’s and/or any Other Guarantor’s assets or to cause the Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against the Guarantor, (ii) agrees that any payments required to be made by the Guarantor hereunder shall become due on demand in accordance with the terms of Paragraph 2 hereof and without presentment to the Borrower and/or any Other Guarantor, demand for payment or protest, or notice of non-payment or protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable law to guarantors.  Without limiting the generality of the foregoing, the Guarantor hereby waives all rights (x) to participate in any claim or remedy the Lender may now or hereafter have against the Borrower and/or any Other Guarantor or in any collateral that the Lender has or hereafter may acquire for the obligations guaranteed hereby and (y) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from the Borrower, any Other Guarantor, or any other person now or hereafter primarily or secondarily liable for any of the Borrower’s obligations to the Lender, and whether arising by contract or operation of law or otherwise by reason of the Guarantor’s execution, delivery or performance of this Guaranty.  The Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against the Borrower or any Other Guarantor that the Guarantor may have (the “Undersigned’s Rights”); provided, however, that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever that may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of the Lender’ acts, and (ii) until the Loan shall have been paid in full, the Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to the Lender’s rights against the Guarantor under this Guaranty or against the Borrower and/or any Other Guarantor under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Note.

16.           Reinstatement.  This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by the Lender (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, any Other Guarantor, the Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, the Guarantor, any Other Guarantor or any other person or for a substantial part of the Borrower’s, the Guarantor’s, the Other Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made.  The Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of the Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by the Guarantor pursuant hereto and covered by the Guarantor’s indemnity pursuant to Paragraph 7 above.

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17.           Litigation; Compliance with Judgments.  Guarantor represents and warrants with respect to itself that there are no actions, suits or proceedings pending or threatened against or affecting him, at law, in equity or before or by any governmental authorities that would have a material effect on Guarantor’s ability to perform Guarantor’s obligations hereunder; to the best of Guarantor’s knowledge, Guarantor is not in default with respect to any order, writ, injunction, decree or demand of any court or governmental authorities.

18.           Authorization and Enforceability; No Conflicts.  Guarantor has the full power and authority to enter into and perform Guarantor’s obligations under this Guaranty and this Guaranty is a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms.  Guarantor represents and warrants with respect to itself that the consummation of the transactions contemplated hereby and the performance of this Guaranty and the other Loan Documents to which Guarantor is a party have not resulted and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, corporate charter, by-laws, partnership agreement or other instrument to which Guarantor is a party or by which it may be bound or affected.

19.           Compliance with Laws.  Guarantor represents and warrants with respect to itself that it is in compliance with, and the transactions contemplated by the Loan Documents and this Guaranty do not and will not violate any provision of, or require any filing, registration, consent or approval under, any federal, state or local law, rule, regulation, ordinance, order, writ, judgment, injunction, decree, determination or award (hereinafter, “Laws”) presently in effect having applicability to Guarantor, and agrees that Guarantor will comply promptly with all laws now or hereafter in effect having applicability to Guarantor.

20.           Accuracy of Information; Full Disclosure.  Guarantor represents and warrants with respect to itself that neither this Guaranty nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of such Guarantor to the Lender in connection with the negotiation of the Loan Documents or the consummation of the transactions contemplated thereby, or required herein or by the other Loan Documents to be furnished by or on behalf of Guarantor, contains any untrue or misleading statement of a material fact; there is no fact that Guarantor has not disclosed to the Lender in writing that materially affects adversely any of the property covered by the Mortgage or the business affairs or financial condition of Guarantor, or the ability of such Guarantor to perform this Guaranty and the other Loan Documents to which such Guarantor is a party.

21.           Non-Waiver Remedies Cumulative.  No failure or delay on the Lender’s part in exercising any right, power or privilege under any of the Loan Documents, this Guaranty or any other document made to or with the Lender in connection with the Loan shall operate as a waiver of any such privilege, power or right or shall be deemed to constitute the Lender’s acquiescence in any default by the Borrower or the Guarantor under any of said documents.  A waiver by the Lender of any right or remedy under any of the Loan Documents, this Guaranty or any other document made to or with the Lender in connection with the Loan on any one occasion shall not be construed as a bar to any right or remedy which the Lender otherwise would have on any future occasion.  The rights and remedies provided in said documents are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

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22.           Transfers of Interests in Loan.  The Guarantor acknowledges that the Lender, at the Lender’s sole discretion, may sell, assign or transfer interests in the Note, this Guaranty and the other Loan Documents to one or more participants, purchasers or assignees (collectively, “Participants”) and agrees in connection therewith, all Loan Documents and other documentation, financial statements, appraisals and other data, or copies thereof, relevant to the Borrower, the Guarantor, the Note and/or the Loan and Security Agreement, may be provided to and retained by any such Participant.  The Guarantor agrees that the Lender shall have no obligation to give the Guarantor written notice of any sale, assignment or transfer of any interest or participation in the Note or any part thereof.

23.           Separate Indemnity.  The Guarantor acknowledges and agrees that the Lender’s rights (and the Guarantor’s obligations) under this Guaranty shall be in addition to all of the Lender’s rights (and all of the Guarantor’s obligations) under any indemnity agreement executed and delivered to the Lender by the Borrower, any Other Guarantor or the Guarantor in connection with the Note, and payments by the Guarantor under this Guaranty shall not reduce any of the Guarantor’s obligations and liabilities under any such indemnity agreement.

24.           Severability.  Any provision of this Guaranty, or the application thereof to any person or circumstance, that, for any reason, in whole or in part, is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty (or the remaining portions of such provision) or the application thereof to any other person or circumstance, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision (or portion thereof) or the application thereof to any person or circumstance in any other jurisdiction.

25.           Entire Agreement; Amendments.  This Guaranty contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter, and none of the terms and provisions hereof may be waived, amended or terminated except by a written instrument signed by the Person against whom enforcement of the waiver, amendment or termination is sought.

26.           Successors and Assigns.  This Guaranty shall be binding upon and shall inure to the benefit of the Lender and the Guarantor and their respective heirs, personal representatives, successors and assigns.  This Guaranty may be assigned by the Lender with respect to all or any portion of the obligations guaranteed hereby, and when so assigned the Guarantor shall be liable under this Guaranty to the assignee(s) of the portion(s) of the obligations guaranteed hereby so assigned without in any manner affecting the liability of the Guarantor hereunder to the Lender with respect to any portion of the obligations guaranteed hereby retained by the Lender.

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27.          WAIVER OF TRIAL BY JURY.  THE GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, THE LENDER, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE GUARANTOR AND THE LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  THE GUARANTOR AND THE LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

28.          ADDITIONAL WAIVERS IN THE EVENT OF ENFORCEMENT. THE GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF THE LENDER ON THIS GUARANTY, ANY AND EVERY RIGHT THE GUARANTOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.  NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT THE GUARANTOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

29.          Governing Law; Submission to Jurisdiction.  This Guaranty and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (without giving effect to New York’s principles of conflicts of law).  The Guarantor hereby irrevocably submits to the nonexclusive jurisdiction of any New York state or federal court sitting in the County of Westchesterover any suit, action or proceeding arising out of or relating to this Guaranty, and the Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York state or federal court sitting in the County of New Yorkmay be made by certified or registered mail, return receipt requested, directed to the Guarantor at the address set forth on the signature page hereof, and service so made shall be complete five (5) days after the same shall have been so mailed.

30.           Paragraph Headings.  Any paragraph headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction hereof.

31.           Liability Unaffected by Release.  Any other Person liable upon or in respect of any obligation hereby guaranteed, may be released without affecting the liability of the Guarantor hereunder.

32.           Joint and Several Obligations.  If more than one Person comprises the Guarantor, then each such Person’s obligations and liability under this Guaranty shall be joint and several.

Notices.  Notices shall be given in the manner provided in the Note and Loan and Security Agreement and with respect to the Guarantor at the address set above

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33.           Principles of Construction.  All references to sections, paragraphs, schedules and exhibits are to sections, schedules and exhibits in or to this Guaranty unless otherwise specified.  Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty.  The recitals to this Guaranty shall be deemed a part hereof and all exhibits and schedules attached hereto, if any, are incorporated herein by reference for all purposes.  Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and “including” means including without limitation.  Whenever the context requires, each gender shall include all other genders.

34.           Audit; Inspection of Records. Excel agrees that, upon reasonable prior notice, it will permit any representative of Lender, during Excel’s normal business hours, not more often than quarterly unless an Event of Default (as defined in any of the Loan Documents) occurs and then as often as desired, to examine all the books of account, records, reports and other papers of Excel relating to the Residuals, to make copies and extract therefrom, to cause such books to be audited by independent accountants and to discuss the affairs, finances and accounts relating to the Residuals with its officers, employees and independent accountants (by this provision Excel hereby authorized said accountants to discuss with such representatives such affairs, finances and accounts).

35.           Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or other electronic means shall be effective as delivery of an original executed counterpart of this Guaranty.

IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executedas of the date first above written.

IN PRESENCE OF:

EXCEL CORP., Guarantor
By:
	RUBEN AZRAK, its CEO

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