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SETTLEMENT AGREEMENT AND RELEASE

THIS SETTLEMENT AGREEMENT AND RELEASE (hereinafter referred to as the

“Agreement”) is entered into by and between PARTY ONE and each of its
predecessors, parents, subsidiaries, affiliated companies, successors in interest,
and/or their shareholders, directors, and officers (hereinafter collectively referred to
as “PARTY 01”), and PARTY TWO and each of its predecessors, parents (including
specifically without limitation PARENT CORP), subsidiaries, affiliated companies,
successors in interest, and/or their shareholders, directors, and officers (hereinafter
collectively referred to as “PARTY 02”), as of the date of the execution of this
Agreement by all parties hereto, and in accordance with the terms and conditions
set forth below.

RECITALS

WHEREAS, PARTY 01 entered into an agreement with PARTY 02 for

development of a website for a total price of $15,000.00 (the “project”);

WHEREAS, a dispute arose regarding whether the project was completed

according to the agreement;

WHEREAS, both PARTY 01 and PARTY 02 deny any and all liability for the
cause of the dispute;

WHEREAS, PARTY 01 commenced litigation against PARTY 02 in an action

entitled PARTY ONE v. PARTY TWO, United States District Court, Northern
District of Illinois, Case No. 07-CV-1111 (hereinafter referred to as the “PARTY
01 suit”) seeking various forms of relief;

WHEREAS, PARTY 02 has filed counterclaims against PARTY 01 in the

PARTY 01 suit;

WHEREAS, PARTY 01 and PARTY 02 now desire to compromise, settle and

adjust fully and finally all disputes which now or hereafter may exist between them
with respect to any and all claims, known and unknown, past, present or future,
which have or may arise relating to the project, on the terms hereinafter set forth;
and

WHEREAS, PARTY 01 and PARTY 02, by and through their representatives

and counsel, participated in a Settlement Conference with U.S. District Court
Magistrate Judge Nan R. Nolan on January 26, 2009 and therein reached an
enforceable agreement to resolve this matter, the basic terms of which were read
into the record on such date and for which this Agreement is a formal recognition of
such resolution.

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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 COVENANTS

NOW, THEREFORE, in consideration of the foregoing and the mutual promises

and covenants set forth below, PARTY 01 and PARTY 02 (hereinafter collectively
referred to as “the parties”) mutually agree, as follows:

1. Settlement Terms

(a) PARTY 02 shall pay to PARTY 01 the sum of Twenty-Five Thousand

Dollars ($25,000.00) within seven (7) days of the execution of this
Agreement. The check shall be made payable to “Thurston Law
Offices, P.C.” and mailed to PARTY 01’s counsel’s address of record;

(b) PARTY 02 shall transfer the hard drive currently in PARTY 02’s
counsel’s possession to PARTY 01. Respective counsel for PARTY 01
and PARTY 02 shall make arrangements for the physical transfer to
take place prior to dismissal of the PARTY 01 suit;

(c) PARTY 02, its parent company PARENT CORP, and all subcontractors,
including without limitation SUBCONTRACTOR 01 and
SUBCONTRACTOR 02 (collectively referred to as “PARTY 02”), shall
execute a Declaration acknowledging that PARTY 01 owns the
computer source code associated with the project; that all computer
source code associated with the project in the possession of PARTY
02 has been turned over to PARTY 01; that PARTY 02 has destroyed
all remaining copies of the computer source code associated with the
project; and that PARTY 02 will never use the computer source code
associated with the project;

(d) Neither Justin London nor any entity in which Justin London owns five
percent (5%) or more of all outstanding shares, including without
limitation PARTY 01, shall ever transact business with PARTY 02, its
parent company PARENT CORP or any entity owned by PARENT CORP;

(e) The parties shall completely dismiss with prejudice all claims, including
without limitation counterclaims, in the PARTY 01 case with the parties
bearing their own fees and costs and as part of such dismissal PARTY
02 agrees to voluntarily withdraw its pending Motion to Dismiss; and

(f) The parties agree to provide general mutual releases, mutual

confidentiality, and mutual non-disparagement to each other and all
subcontractors, including without limitation SUBCONTRACTOR 01 and
SUBCONTRACTOR 02.

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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 2. Dismissal

Within thirty (30) days from the date of the Settlement Conference or
completion of the Settlement Terms herein, whichever is earlier, the parties shall
electronically file with the Court an AGREED JOINT ORDER dismissing the PARTY 01
case with prejudice, with all parties bearing their own costs and attorneys fees.

3. General Mutual Releases

In consideration of satisfaction of the Settlement Terms set forth above,

PARTY 01 hereby fully releases and forever discharges PARTY 02, and its parent
company PARENT CORP, subsidiaries, affiliated companies, predecessor companies,
successors in interest, and all subcontractors, including without limitation
SUBCONTRACTOR 01 and SUBCONTRACTOR 02, and all of their past and present
officers, directors, employees, shareholders, representatives and attorneys of and
from any and all claims, actions, causes of action, rights, liabilities, obligations and
demands of every kind and nature, known and unknown, past, present, and future,
for any and all claims arising from or relating to the project.

In consideration of satisfaction of the Settlement Terms set forth above,

PARTY 02 hereby fully releases and forever discharges PARTY 01, and its parent
and related companies, subsidiaries, affiliated companies, predecessor companies,
successors in interest, and all of their past and present officers, directors,
employees, shareholders, representatives and attorneys of and from any and all
claims, actions, causes of action, rights, liabilities, obligations and demands of
every kind and nature, known and unknown, past, present, and future, for any and
all claims arising from or relating to the project.

4. No Admissions of Liability

Nothing contained herein shall be construed to be an admission of any kind

by any signatory hereto. Specifically, and without limitation, nothing contained
herein constitutes an admission of liability by PARTY 02, PARTY 01, and their
respective parent and related companies, subsidiaries, affiliated companies,
predecessor companies, successors in interest, and all of their past and present
officers, directors, employees, shareholders, representatives and attorneys.

5. Confidentiality

This Agreement, and all matters relating to the terms and negotiations of this
Agreement, shall be confidential and are not to be disclosed to any person or entity,
except the Agreement may be disclosed: (i) to any accountants or auditors of the
Parties in the normal course of a Party’s business if such accountants or auditors
are advised that the disclosure is subject to confidentiality provisions of this
Agreement; (ii) in an action to enforce or defend the terms of this Agreement
provided that a protective order or confidentiality agreement is secured in advance
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
PARTY ONE v. PARTY TWO
Page 3 of 7
to prevent further dissemination and disclosure of this Agreement and its terms; or
(iii) under a valid order of a court or administrative agency of competent
jurisdiction with the statutory power to compel such disclosure.

6. Mutual Non-Disparagement

The parties agree that their professional and personal reputations are
important and should not be impaired by either party after this Agreement is
executed. PARTY 01 therefore agrees not to disparage the professional or
personal reputation of PARTY 02 and PARTY 02 agrees not to disparage the
professional or personal reputation of PARTY 01.

7. No Assignment or Transfer

The parties to this Agreement each represent and warrant that they have not
and will not in any manner assign, transfer, convey or sell, or purport to assign,
transfer, convey or sell to any entity or person any cause of action, chose in action,
or part thereof, arising out of or connected with the matters released herein, and
that they are the only persons or entities entitled to recover for damages under
such claims, causes of action, actions, and rights. The parties to this Agreement
each also represent and warrant that no subrogation of any such causes of action,
chose in action, or part thereof, has taken place. The parties to this Agreement
each further represent and warrant that they will not in any way voluntarily assist
any other person or entity in the establishment of any claim, cause of action,
action, or right against the other parties to this Agreement arising out of, resulting
from or in any way relating to the project.

8. No Construction Against Any Party

This Agreement prevails over prior communications regarding the matters

contained herein between the signatories hereto or their representatives. This
Agreement has been reviewed by counsel for the signatories hereto, and shall not
be construed against any signatory, each signatory expressly waiving the doctrine
of contra proferentum.

9. Entire Agreement

This Agreement is an integrated Agreement and contains the entire

Agreement regarding the matters herein between the signatories hereto, and no
representations, warranties, or promises have been made or relied on by any
signatory hereto other than as set forth herein.

10. Application of Agreement Only to the Parties

This Agreement is intended to confer rights and benefits only on the

signatories hereto as described in this Agreement, and is not intended to confer any
right or benefit upon any other person or entity unless otherwise expressly stated

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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herein. No person or entity other than the signatories hereto shall have any legally
enforceable right under this Agreement unless otherwise expressly stated herein.
All rights of action for any breach of this Agreement are hereby reserved to the
signatories herein.

11. Authority to Execute

Each of the parties hereto represents and warrants:

a. That it is a corporation duly organized and validly existing in

good standing under the laws of one of the States of the United
States;

b. That it has taken all necessary corporate and legal actions to

duly approve the making and performance of this Agreement
and that no further corporate or other approval is necessary;

c. That the making and performance of this Agreement will not

violate any provision of law or of their respective Articles of
Incorporation or Bylaws;

d. That a duly authorized representative has read this Agreement

and knows the contents hereof, that the terms hereof are
contractual and not by way of recital, and that he/she has
signed this Agreement of their own free acts; and

e. That in making this Agreement, it has obtained the advice of

legal counsel.

12. Binding Agreement

Each of the terms of this Agreement is binding upon each signatory hereto,
and their respective predecessors, successors, parents, subsidiaries, affiliated
companies, transferees, assigns, representatives, principals, agents, officers,
directors, and employees.

13. Section Headings

Section headings in this Agreement are provided solely for the convenience
of the Parties and shall not be construed as affecting the rights or obligations of any
party hereto.

14. Counterparts

The parties to this Agreement hereby agree that this Agreement may be
executed in counterparts, and that all such counterparts shall constitute one

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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instrument binding on the signatories in accordance therewith, notwithstanding that
all signatories are not signatories to the original or the same counterpart.

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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 SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Settlement

Agreement and Release on the dates shown below:

PARTY ONE PARTY TWO

_______________________________ _______________________________
Signature Signature

_______________________________ _______________________________
Printed Name Printed Name

_______________________________ _______________________________
Title Title

Dated: _______________ Dated: _______________

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

PARTY ONE v. PARTY TWO
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