COMMERCIAL FINANCING AGREEMENT

Exhibit 10.5

COMMERCIAL FINANCING AGREEMENT

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

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

2.    Definitions.

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

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

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

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

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

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

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

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

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

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

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

3.    Tender of Accounts Receivable; Invoices.

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

5.    Purchase Price, Reserve Account.

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

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

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

9.    Collection of Accounts Receivable.

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

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

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

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

11.    Term.

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

COMMERCIAL FINANCING AGREEMENT

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

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

12.    Facility Fee; Credits.

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

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

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

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

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

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

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

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

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

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

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

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

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

COMMERCIAL FINANCING AGREEMENT

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

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

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

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

COMMERCIAL FINANCING AGREEMENT

I, the undersigned n