SETTLEMENT AGREEMENT AND RELEASE

1

Immediate Payment. Simultaneously with SPG’s execution and delivery of this Agreement and the documents contemplated herein, the Company shall pay to SPG $250,000 in immediately available funds, by check or wire transfer in full settlement of any and all claims under the Consulting Agreement against the Company. Payment by wire transfer shall be made to Frydman LLC’s trust account with the following wire instructions: Bank Name: ABA #: ; Acct Name: Acct. #: . The parties acknowledge that $85,000 of the payments are in satisfaction of cash fees claimed by SPG to be due to SPG under the Consulting Agreement.

2

Secured Promissory Note. Upon execution and delivery of this Agreement, Ezra Green (“Green”) shall deliver to SPG a promissory note in the form attached hereto as Exhibit A (the “Green Note”) and the share pledge and escrow agreement in the form attached hereto as Exhibit B (the “Pledge Agreement”) as payment in consideration of the purchase by Green of the Subject Shares (as hereinafter defined). Contemporaneously with the delivery of the Green Note, SPG and Subbarao shall be deemed to have transferred, conveyed and assigned their entire right, title and interest in and to all of the shares of common stock, preferred stock or other securities, including any and all rights to receive any securities through the exercise of any warrant, option or other right, of which SPG and Subbarao own or are entitled to, without any further action or agreement. SPG and Subbarao represent and warrant that 140,000 shares of common stock of the Company represent all of the shares of common stock of the Company owned or controlled, directly or indirectly, by SPG and/or Subbarao, or to which either of SPG and/or Subbarao claim any right or interest in (collectively, the “Subject Shares”). Transfer of ownership of the Subject Shares shall be recorded on the stock transfer records of the Company to Green or his designee as of the date of this Agreement and the secretary of the Company is authorized to record such transfer in the transfer records of the Company. The Subject Shares shall be delivered to the “Agent” pursuant to the terms of the Pledge Agreement and disposed of in accordance with the terms thereof for the benefit of pledgee, provided, however, that neither SPG nor Subbarao shall have any further claim or right, title or interest in or to the Subject Shares or any other shares or interests in or to any other securities of the Company.

3

Cancellation of Warrant. The Company shall have no obligation to issue or deliver any warrants pursuant to the Consulting Agreement (the “Warrants”). Any right of SPG or Subbarao to receive any Warrants is hereby cancelled and of no force or effect. SPG and Subbarao hereby waive any and all claims to entitlement to the issuance of any warrants or options to receive any securities of the Company.

4

Representations, warranties and agreements of Subbarao and SPG.

5

Representations of the Company. The Company represents and warrants that the execution and delivery of this Agreement has been duly authorized and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by the laws of bankruptcy or insolvency and with respect to enforceability of rights of creditors generally. The representations and warranties of the Company set forth in this Agreement shall survive the closing of this Agreement.

6

Delivery of Shares.

7

Resignation of Subbarao. Upon the execution of this Agreement and payment of the amount as provided in Section 1 hereof, Subbarao’s resignation from the Board of Directors and any and all offices and positions of the Company and any of its subsidiaries or affiliated companies shall become immediately effective.

8

Company Information and Property. Each of Subbarao and SPG agrees to immediately return to the Company all documents, including electronic documents, supplied by the Company and all Company property in whatever form held in his or its possession including, but not limited to, Company reports, customer lists, supplier lists, consultant lists, formulas, files, manuals, memoranda, computer equipment, access codes, discs, software, and any other Company business information or records (including without limitation, tapes and transcripts, agenda, minutes reports and other written material or notes related thereto), in any form in which they are maintained, including records or information regarding Company customers, suppliers and vendors, pricing, products a development plans, budgets, business affairs and operations and agrees that he and it will not retain any copies, duplicates, reproductions, or excerpts thereof in any form. Each of Subbarao and SPG further agrees that he and it will not, in any manner, disclose or make use of any Company property or information. Each party represents that they will not disparage or make any negative, derogatory or defamatory statements about the other, their existing or planned business practices or activities, or about any former, current or future officer, director, consultant, agent, employee or representative of the other to any person. Each of Subbarao, SPG, the Company and Green acknowledge that any breach of this nondisparagement agreement would cause irreparable injury to the other for which there is no adequate remedy at law and in addition to any remedies that may be available in the event of a breach or threatened breach of this Section 8 the offended party shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction which would prevent violations of the provisions of this Section 8. In seeking such an order, any requirement to post a bond or other undertaking shall be waived. The terms of this nondisparagement will not apply to statements made under oath which are required in connection with any legally compelled statement, provided not less than 5 business days advance notice of such is provided the other party.

9

Mutual Release. All parties to this Agreement and any of their respective agents, representatives, attorneys, heirs, estates, successors and assigns (on their own behalf and which shall also be binding on behalf of such other persons) (in such capacity, the “Releasor”) hereby irrevocably, fully, and finally, without further word, deed, action, execution, or further documentation release the other, together with its officers, directors, employees, agents and stockholders and each of their respective agents, representatives, attorneys, heirs, estates, successors, assigns and affiliates (in such capacity, collectively, “Releasees”) from any and all claims, actions, causes of action, suits, debts, accounts, reckonings, covenants, contracts, controversies, agreements, promises, damages, expenses, demands and other obligations or liabilities of any nature whatsoever, in law or equity, whether known or unknown, which any Releasor ever had or now has against any of the Releasees, for, upon, or by reason of, any matter, course or thing whatsoever from the beginning of the world to the date of this Agreement relating to or arising out of the Consulting Agreement or by reason of any dealings the parties may have had with one another up until the date hereof. Nothing contained within this Agreement shall be deemed to release or discharge any representation, warranty or other obligation undertaken in this Agreement by any of the parties hereto.

10

Indemnification.

11

Cooperation. It is further agreed by all parties that in addition to any express obligation set forth herein, they shall execute whatever additional documents or agreements may be necessary or desirable to effectuate the intent and purposes of this Agreement.

12

No Admission of Liability. It is expressly agreed and understood that this Agreement shall not constitute or be deemed an admission of liability by any party hereto but is designed solely to amicably resolve claims and disputes between and among the parties.

13

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws. Actions or proceedings relating to this Agreement may only be brought in a state or federal court sitting in New York County, New York, and each of the parties irrevocably consents to the jurisdiction of such courts in any such action or proceeding. Each of the parties to this Agreement further agrees to accept service of process in any action or proceeding relating to this Agreement by the delivery of such process in the manner designated in Section 16 of this Agreement.

14

Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns.

15

Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated except by a written instrument signed by all of the parties. Except for any indemnification provisions contained in the Certificate of Incorporation or Bylaws of the Company, this Agreement supersedes any and all prior agreements and negotiations between the parties hereto and supersedes any and all obligations the parties hereto may have to one another under any prior agreements, including, without limitation, the Consulting Agreement.

16

Notices. Any notices, demands and other communications to be given or delivered hereunder shall be in writing and shall be deemed to have been given when delivered personally or when mailed by certified or registered mail, return receipt requested and postage prepaid, or by a nationally recognized overnight courier service and addressed to the addresses of the respective parties set forth below or to such changed address for any party as such party may have fixed by notice sent in accordance with this Section 16:

17

Disclosure. The parties shall not disclose, directly or indirectly, the terms and existence of this Agreement or the negotiations or underlying facts that led up to this Agreement, except to their attorneys and accountants and to the extent such disclosure is required to be made by compulsion of legal process or to enforce the terms of this Agreement and the agreements contemplated herein under any applicable law, rule or regulation. Notwithstanding the foregoing, either party may disclose such matters as are necessary or appropriate to be disclosed in any report or other document required to be filed with the Securities and Exchange Commission and any drafts of such documents.

18

Costs and Expenses. The parties agree that each is to bear its own costs and expenses, including attorneys’ fees, in connection with this Agreement. In the event that either party brings an action for enforcement of any of the terms or provisions of this Agreement that is unsuccessful, the prevailing party shall be paid all of the costs and expenses (including reasonable attorneys fees) incurred in defense of such action.

19

Construction. The parties have mutually participated in the drafting of this Agreement, and neither this Agreement nor any Section hereof shall be construed against any party due to the fact that it was drafted by said party.

20

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile signatures shall be deemed originals.

Name: Ezra Green

Title:    Chief Executive Officer

Name: David Dell

Title:   President and Chief Executive Officer