VALIDITY GUARANTY
Porter Capital
Corp
2112 1st Ave
North
Birmingham, AL
35203
Gentlemen:
The undersigned
are an officer and/or director and/or stockholder and/or party
interested in LUMEA, INC. DBA LUMEA STAFFING OF CA, INC., LUMEA
STAFFING, INC. AND LUMEA STAFFING OF IL, INC. (jointly,
individually, severally and collectively hereinafter referred to as
the “Client”). In order to induce you to enter into
factoring or other financial arrangements with Client, the
undersigned hereby warrants, represents, covenants, and guarantees
to you as follows:
1. That all accounts
assigned to you by Client will be genuine and in all respects what
they purport to be; will represent bona-fide sales and bona-fide
and existing obligations of Client’s customers, arising out
of the sale and completed delivery of merchandise manufactured
and/or sold and/or the rendition of services by Client in the
ordinary course of its business in accordance with and in full and
complete performance of customer’s orders therefor; and will
not be invalid, incomplete, incorrect, defective, forged,
fictitious, or imperfect.
2. That Client will
not knowingly assign any accounts to you in which there are
offsets, defenses, or counterclaims of any nature whatsoever, and
that Client will do nothing to impede or interfere with your normal
collection of, or the payments of, the accounts assigned to
you.
3. That Client is
solvent.
4. That the accounts
assigned to you and merchandise relating thereto will be the sole
and absolute property of Client, free and clear of all liens or or
claims of any nature whatsoever, other than an
