On November 22, 2009, in a Cancellation of Claims, Disbursements & Irrevocable Instructions by and between the Company and R. Thomas Kidd, the parties agreed as follows:
* Upon closing of any settlement agreement between the Company and Victory Lane Financial Elite, et al, the Company shall pay to R. Thomas Kidd the sum of $192,500 in cash if cash is received, or at
2 <PAGE> minimum, $42,500 in cash and an assignment of a third party promissory note in the minimum amount of $150,000 executed by all Victory Lane Financial Elite, et al in favor of the Company on terms acceptable to KIDD provided that R. Thomas Kidd will cancel the promissory note executed by the Company in favor of R. Thomas Kidd in the amount of $192,500 and return the original promissory note to the Company;
* In the event of no settlement agreement between the Company and Victory Lane Financial Elite, et al, R. Thomas Kidd agree to accept and the Company agrees to pay R. Thomas Kidd the sum of $192,500 from the first proceeds of any award or judgment obtained as a result of the prosecution of the litigation and arbitration actions against the Victory Lane Financial Elite, et al;
* R. Thomas Kidd canceled the Assignment of Claims executed by the Company in favor of R. Thomas Kidd on August 26, 2009 and transferred title and ownership of the Victory Lane, LLC Units to the Company; in addition, R Thomas Kidd resigned as Managing Member of Victory Lane, LLC and appointed Scott Sieck as Managing Member of Victory Lane, LLC.