Exhibit 10.18

                        SETTLEMENT AGREEMENT AND RELEASE

     This Settlement  Agreement and Release  ("Agreement") is entered into as of
this __ day of June,  2012,  by and  between La Jolla Cove  Investors,  Inc.,  a
California   corporation  ("LJCI")  and  The  X-Change  Corporation,   a  Nevada
corporation  ("XCHC").  LJCI and XCHC will sometimes be referred to individually
as a "Party" and  collectively  as the "Parties"  throughout this Agreement with
respect to the following recitals:

                                    Recitals

     A. WHEREAS, the Parties entered into the following agreements or issued the
following financing documents:

     a.   Securities  Purchase Agreement (the "Securities  Purchase  Agreement")
          dated as of August 29, 2007 between LJCI and XCHC;

     b.   6 1/4% Convertible  Debenture in the principal amount of $250,000 (the
          "Debenture") issued on August 29, 2007 by XCHC to LJCI;

     c.   Warrant to Purchase Common Stock (the "Warrant")  issued on August 29,
          2007 by XCHC to LJCI;

     d.   6 1/4%  Convertible  Debenture  in the  principal  amount of  $150,000
          issued on October 9, 2007 by XCHC to LJCI (the "Second Debenture");

     e.   Warrant to Purchase  Common  Stock (the  "Second  Warrant")  issued on
          October 9, 2007 by XCHC to LJCI; and

     f.   Addendum To Stock Purchase  Agreement And Convertible  Debenture dated
          as of January, 2011 between LJCI and XCHC (the "Addendum");

     B. WHEREAS,  XCHC failed to issue shares to LJCI  following the delivery by
LJCI of a  "Conversion  Notice"  dated July 6, 2011, as defined in the Debenture
and the Second Debenture;

     C. WHEREAS, LJCI did not exercise any warrants to purchase common shares in
connection with three prior conversion notices ("Disputed Conversions") and XCHC
asserts that LJCI was required, under the terms of the Warrant and/or the Second
Warrant to exercise warrants in connection with those conversions;

     D. WHEREAS,  LJCI asserts that it was not required to exercise any warrants
in connection with the Disputed Conversions and a dispute has arisen between the
parties concerning all these matters;
<PAGE>
     E WHEREAS, on or about December 8, 2011, LJCI filed a lawsuit against XCHC,
known as La Jolla Cove Investors,  Inc. vs. The X-Change  Corporation,  Superior
Court Case No. 37-2011-00102204-CU-CO-CTL (the "Lawsuit");

     F. WHEREAS,  XCHC has filed its Answer and Cross-Complaint  against LJCI in
the Lawsuit;

     G WHEREAS,  LJCI and XCHC now want to resolve the  dispute  that has arisen
among them, and desire to enter into this Agreement as a means of fully settling
any claims or causes of action each may have against each other  relating to the
Lawsuit.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Recitals, Definitions and Condition: The Recitals set forth above are an
integral part of this Agreement, and shall be used in any interpretation of this
Agreement. All terms used herein and not otherwise defined herein shall have the
meanings set forth in the Securities  Purchase  Agreement,  the  Debenture,  the
Second Debenture,  the Warrant, the Second Warrant or the Addendum,  as the case
may be.

     2. Obligation to Sign New Addendum. On or before June 15, 2012, the parties
shall each execute an addendum to their agreements ("New Addendum"), in the form
attached hereto as Exhibit "A" and incorporated herein by this reference.

     3.  Obligation of LJCI.  On or before July 1, 2012,  LJCI shall dismiss the
Lawsuit  without  prejudice.  On or before July 1, 2012,  XCHC shall dismiss its
Cross-Complaint against LJCI in the Lawsuit without prejudice.

     4.  General   Release.   Except  for  (i)  claims  arising  for  breach  or
non-performance  of the terms and conditions of this  Agreement,  LJCI and XCHC,
and  on  behalf  of  their  respective  agents,  attorneys,   heirs,  executors,
beneficiaries,  administrators, successors and assigns, hereby fully and forever
release, remise, discharge, and acquit the other party (and such party's agents,
attorneys,  beneficiaries,  administrators,  heirs,  executors,  successors  and
assigns)  from and against any and all claims and causes of action of every kind
and nature, whether at this time known or unknown, anticipated or unanticipated,
direct or indirect,  which may presently  exist or may hereafter arise or become
known, and which such party may or might have by reason of or otherwise  arising
in connection with his interest in or relating to the Lawsuit.

     It is further agreed and  understood  that all rights under Section 1542 of
the  California  Civil Code  pertaining to unknown  claims are hereby  expressly
waived with  respect to such  unknown  claims  that are related to the  Lawsuit.
Section 1542 provides as follows:

                                       2
<PAGE>
          A general  release does not extend to claims  which the creditor  does
          not know or suspect to exist in his favor at the time of executing the
          release,  which  if known by him must  have  materially  affected  his
          settlement with the debtor.

LJCI and XCHC each  hereby  acknowledge,  agree and  certify  that each has read
Section 1542 set out above,  has considered and understands the implications and
risks  involved  with waiving its  application,  and, by each  party's  initials
below, freely and intentionally waive its protection and application.

     5.  Representations  and Warranties.  Each of the parties to this agreement
represent and warrant to, and agree with, each other party hereto, as follows:

     (a) Each party or responsible  officer  thereof has read this agreement and
understands the contents thereof.

     (b) In entering into this agreement and the settlement provided for herein,
each party assumes the risk of any misrepresentation,  concealment,  or mistake.
If any party should  subsequently  discover  that any fact relied upon by him in
entering into this agreement was untrue,  or that a fact was concealed from him,
or that his  understanding  of the facts or the law was  incorrect,  such  party
shall not be entitled to any relief in connection therewith,  including, but not
limited to, any alleged  right or claim to set aside or rescind this  agreement.
This  agreement  is intended  to be and is final and  binding  among the parties
hereto,  regardless  of any claims of  misrepresentation,  promise  without  the
intent to  perform,  concealment  of fact,  mistake of fact or law, or any other
circumstance.

     (c) Each party has not heretofore  assigned,  transferred,  or granted,  or
purported  to  assign,  transfer,  or grant,  any of the  claims,  demands,  and
cause(s) of action disposed of by this agreement.

     (d) Each term of this agreement is contractual and not merely a recital.

     (e) Each party is aware  that he or she may  hereafter  discover  claims or
facts in addition to or  different  from those he or she knows or believes to be
true  with  respect  to the  matters  related  herein.  Nevertheless,  it is the
intention of the parties fully,  finally,  and forever to settle and release all
such matters and all claims relative  hereto,  which do now exist, may exist, or
heretofore have existed between them,  except as to such rights or claims as may
be created by this  agreement.  In furtherance of such  intention,  the releases
given herein shall be and remain in effect as full and complete  mutual releases
of  all  such  matters,  notwithstanding  the  discovery  or  existence  of  any
additional or different claims or facts relative thereto.

                                       3
<PAGE>
     (f) It is within the  contemplation  of each party to this  agreement,  and
understood  by each  party to this  agreement,  that  this  agreement  is not an
admission  of  liability  by way of the parties  hereto and is a  compromise  of
disputed claims. Nothing in this agreement shall be construed as an admission of
liability or  responsibility  on the part of any party  hereto.  This  agreement
affects the  settlement  of claims which are denied and  contested.  Each of the
parties hereto denies any liability in connection with any claim. This agreement
and the settlement  terms embodied herein are  confidential  and are intended to
remain confidential following execution.

     6. Attorneys' Fees. In the event of any action or proceeding arising out of
or relating to this Agreement,  its breach or enforcement,  including any action
for declaratory  relief or specific  performance,  the prevailing  party in such
action or proceeding shall be entitled to recover all court costs,  expenses and
reasonable attorneys' fees to be fixed by the court. Such recovery shall include
court costs,  expenses and  attorneys'  fees on appeal,  if any. The court shall
determine  the  prevailing  party,  whether or not the  dispute  or  controversy
proceeds to final judgment.

     7.  Successors and Assigns.  All terms of this  Agreement  shall be binding
upon,  and inure to the benefit of and be  enforceable by the parties hereto and
their respective legal representatives, successors and assigns.

     8. Modification. No modification, waiver, amendment, discharge or change of
this  Agreement  shall be valid  unless the same is in writing and signed by the
party against which the  enforcement of such  modification,  waiver,  amendment,
discharge or change is or may be sought.

     9.  California  Law.  This  Agreement  shall be  construed  and enforced in
accordance with the laws of the State of California.

     10. No Pursuit of Actions.  The Parties hereto covenant and agree that they
will not  individually  or in  concert  with any other  person  or entity  file,
commence, prosecute, or pursue (or cause to be filed, commenced,  prosecuted, or
pursued)  against  any  person or entity  released  herein  any  action or other
proceeding based upon any claim, demand, cause of action, obligation, damage, or
liability which is/are the subject of the releases contained herein.

     11. No Admission of Liability.  The Parties understand and acknowledge that
this Agreement constitutes a compromise and settlement of disputed claims and is
made to buy peace and for no other reason. No action taken by the Parties hereto
either  previously  or in  connection  with  this  Agreement  shall be deemed or
construed to be an  admission  of the truth or falsity of any claims  heretofore
made, or an  acknowledgement or admission by any Party of any fault or liability
whatsoever to the other Parties or third parties.

     12.  Authority.  The Parties  represent  and warrant  that the  undersigned
individuals  have the  authority to act on behalf of the signing  Party and have
the  authority  to bind that  Party,  and all that may claim  through it, to the
terms and conditions of this Agreement.  Each Party warrants and represents that
there are no liens or claims of lien or  assignment or equity or otherwise of or
against any of the claims or causes of action released herein.

                                       4
<PAGE>
     13.  Representation.  The Parties represent and warrant that they each have
had an  opportunity  to consult with an attorney,  and have  carefully  read and
understand  the scope and effect of the provisions of this  Agreement.  No Party
has relied upon any representations or statements made by any other Party, which
are not  specifically  set forth in this Agreement.  Each of the Parties warrant
and represent that in executing this  Agreement,  such Party has relied on legal
advice from the attorney of its choice, that the terms of this Agreement and its
consequences  have been  completely  read and  explained  to such  Party by that
attorney, and that such Party fully understands the terms of this Agreement.

     14. No Prior Assignment; Indemnity. Each Party represents and warrants that
it is the sole and lawful owner of all right, title and interest in and to every
claim and other matter which it purports to release herein,  and that such Party
has not hereto assigned or transferred,  or purported to assign or transfer,  to
any person or entity any  right,  title or  interest  in any  claims,  future or
current,  have been or could have been  released in this dispute or other matter
herein  released.   In  the  event  that  any  Party  shall  have  assigned  and
transferred,  or  purported  to assign or  transfer,  any claim or other  matter
herein released, such Party shall indemnify,  defend and hold harmless the other
Parties from and against any loss, cost, or claim or expense (including, but not
limited  to, all costs  related to  defense of any action  including  reasonable
attorneys' fees) based upon, arising out of or occurring as a result of any such
claim or assignment to transfer. Each Party further warrants and represents that
each and every  successor  to the  respective  Parties,  and any  party  that is
granted an assignment of claims by the respective Parties,  will be bound by the
terms of this Agreement.

     15.  Confidentiality.   The  Parties  hereby  agree  that  they  and  their
affiliates,  attorneys  and/or  other  representatives  will  not,  directly  or
indirectly,  disclose  to  anyone  not a  Party  hereto  the  facts,  terms  and
conditions of this Agreement,  except:  (i) as necessary to enforce the terms of
this Agreement;  (ii) as reasonably  necessary in connection with any audits, or
financial or legal due diligence; (iii) insofar as it is necessary to reveal the
terms hereof to their  attorneys,  accountants,  and/or tax  preparers;  (iv) in
response  to a  properly  issued  subpoena;  (v) in  response  to  inquiries  or
investigations  by local,  state or federal  authorities  or  agencies;  (vi) in
filings with the SEC or (vii) as may be otherwise  required by law. In the event
of a subpoena or other compulsory  process that would require  disclosure to the
non-party, the Party receiving such process shall give to the other Party prompt
notice  thereof so as to permit the  opportunity  for such Party to contest  the
disclosure.

     16.  Severability.  In the event that any provision hereof becomes declared
by a court of competent jurisdiction to be illegal,  unenforceable or void, this
Agreement  shall  continue  in  full  force  and  effect  without  said  illegal
provision,  so long as the general  purpose and intent of this  Agreement can be
achieved.

     17. Entire  Agreement.  This Agreement  represents the entire agreement and
understanding  between the  Parties,  and  represents  the  complete,  final and
exclusive  embodiment of their agreement concerning the matters set forth in the
Recitals.  Further, this Agreement shall supersede and replace any and all prior
and contemporaneous agreements, representations and understandings regarding the
subject of this Agreement.  No representation,  inducements,  or agreement among
the Parties not  contained  or embodied  herein shall be of any force or effect.
Notwithstanding  the provisions of California  Evidence Code Section 1152,  this
Agreement is admissible for purposes of enforcement.

                                       5
<PAGE>
     18.  Acknowledgement.  Each  Party  acknowledges  that  it  has  read  this
Agreement in its entirety, that it understands the terms of this Agreement, that
the Agreement shall be binding upon its legal representatives,  successors,  and
assigns,  and that it sought advice from counsel as it deemed necessary in order
to understand the meaning of this Agreement.

     19.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State  of  California,   including  all  matters  of   construction,   validity,
performance,  and  enforcement  and without  giving effect to the  principles of
conflict of laws.

     20.  Counterparts.  This Agreement may be executed in counterparts and each
counterpart  shall have the same force and effect as an original and  constitute
an effective,  binding  agreement on the part of each of the  undersigned.  This
Agreement may be transmitted by facsimile or otherwise.

     21. No  Construction  Against the Drafter.  This Agreement  shall be deemed
jointly  drafted and written by all Parties to it and shall not be  construed or
interpreted  against any particular Party,  regardless of which Party or counsel
originated or drafted any portion of it.

     22.  Notices.  Any  notices,  consents,  waivers,  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered personally; (ii) upon confirmation of receipt, when sent by facsimile;
(iii) on the date of actual  receipt,  when being sent by U.S.  certified  mail,
return receipt  requested,  or (iv) on the date of actual receipt when deposited
with an  internationally  recognized  overnight  delivery service,  in each case
properly  addressed to the Party to receive the same.  The address and facsimile
numbers for such communications shall be:

     If to XCHC, to:

     The X-Change Corporation
     12655 North Central Expressway Suite 1000
     Dallas, TX 75243
     Telephone: (972) 386-7360

     With a copy to:

     McDowell Odom LLP
     Attn: Claudia J. McDowell, Esq.
     28494 Westinghouse Place Suite 213
     Valencia, CA 91355
     Telephone: (661) 449-9630
     Facsimile: (818) 475-1819
     claudia@mcdowellodom.com

                                       6
<PAGE>
     If to LJCI, to:

     La Jolla Cove Investors, Inc.
     1150 Silverado Street, Suite 203
     La Jolla, California 92037
     Telephone: (858) 551-8789
     Facsimile: (858) 551-8779

Each Party may change its  foregoing  address by notice  given  pursuant to this
Section.

     23. Survival of Warranties. The representations and warranties contained in
this Agreement are deemed to and do survive the execution hereof.

     24. No  Implied  Waiver.  No action or failure  to act shall  constitute  a
waiver of any right or duty afforded under this Agreement,  nor shall any action
or failure to act  constitute  an approval of, or  acquiescence  in, any breach,
except as may be  specifically  agreed in writing.  Waiver of any one  provision
herein shall not be deemed to be a waiver of any other provision herein.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

The X-Change Corporation, a Nevada        La Jolla Cove Investors, Inc., a
corporation                               California corporation


By:                                       By:
    -------------------------------           ----------------------------------
Name:                                     Name:
     ------------------------------            ---------------------------------
Title:                                    Title:
      -----------------------------             --------------------------------

                                       7
<PAGE>
                 EXHIBIT "A" TO SETTLEMENT AGREEMENT AND RELEASE

                    ADDENDUM TO SECURITIES PURCHASE AGREEMENT
                           AND CONVERTIBLE DEBENTURES

This  Addendum to  Securities  Purchase  Agreement  and  Convertible  Debentures
("Addendum")  is entered into as of the __ day of June,  2012 by and between The
X-Change  Corporation,  a Nevada  corporation  ("Company"),  and La  Jolla  Cove
Investors, Inc., a California corporation ("LJCI").

WHEREAS,  LJCI and  Company  are  parties  to that  certain  6 1/4%  Convertible
Debenture in the principal amount of $250,000 that was issued on August 29, 2007
by  Company  to LJCI  (the  "Debenture")  pursuant  to that  certain  Securities
Purchase Agreement dated as of August 29, 2007 between the Company and LJCI (the
"Purchase Agreement"), the 6 1/4 % Convertible Debenture in the principal amount
of  $150,000  that was  issued on  October  9, 2007 by the  Company to LJCI (the
"Second  Debenture"),  a Warrant to Purchase Common Stock (the "Warrant") issued
on August 29, 2007 by XCHC to LJCI and a Warrant to Purchase  Common  Stock (the
"Second Warrant") issued on October 9, 2007 by XCHC to LJCI;.

WHEREAS, the Parties agree that as of June 1, 2012, the balance of the Debenture
is $140,225,  plus $35,215.70 in accrued interest, and the balance of the Second
Debenture is $145,000, plus $34,915.80 in accrued interest.

WHEREAS,  the parties now desire to amend the Debenture,  Second Debenture,  the
Warrant and Second Warrant in certain respects.

NOW, THEREFORE,  in consideration of the mutual promises and covenants contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, XCHC and LJCI agree as follows:

     1.   The Recitals set forth above are an integral  part of this  Agreement,
          and  shall  be  used in any  interpretation  of  this  Agreement.  All
          capitalized  terms used and not  defined  herein  have the  respective
          meanings assigned to them in the Debenture.

     2.   The Maturity  Dates of the Debenture  and Second  Debenture are hereby
          extended to December 31, 2013.

                                       8
<PAGE>
     3.   The Expiration Dates (as defined in the Warrant and Second Warrant) of
          the Warrant and Second  Warrant  are hereby  extended to December  31,
          2013.

     4.   During the term of the  Debenture  and Second  Debenture,  the parties
          agree that all  conversions  will be  accompanied  by a  corresponding
          warrant  exercise  pursuant to the terms of the Warrant  and/or Second
          Warrant,,   except  as  permitted  in  the  Debenture   and/or  Second
          Debenture, as amended.

     5.   Section 3.1(c) in the Debenture and Second  Debenture shall be deleted
          in its entirety and replaced with the following:

          Section  3.1(c):  If the  Holder  elects to  convert a portion  of the
          Debenture  and,  on the day that the  election  is  made,  the  Volume
          Weighted  Average  Price is below  $0.30,  the Company  shall have the
          right to prepay that portion of the Debenture  that Holder  elected to
          convert, plus any accrued and unpaid interest, at 120% of such amount.
          In the event that the  Company  elects to prepay  that  portion of the
          Debenture,  Holder  shall have the right to  withdraw  its  Conversion
          Notice.  If, at anytime during the month,  the Volume Weighted Average
          Price is below  $0.30,  Holder  shall not be  obligated to convert any
          portion of the Debenture  during that month. If at any time during the
          term of this  Debenture (i) the Company has not authorized or reserved
          enough  shares of its Common  Stock to account for the  conversion  of
          this  Debenture and the exercise of the Warrant  Shares (as defined in
          the  Warrant)  and the  issuance of shares of the Common  Stock of the
          Company to Holder in connection  therewith;  and/or (ii) the Holder is
          prohibited for any reason,  including without limitation in connection
          with any  claim,  suit,  federal  or  state  law,  regulation,  order,
          interpretation,   statute,   or  similar  authority,   from  otherwise
          converting  this Debenture and, in connection  with such conversion of
          the Debenture,  exercising  such portion of the Warrant as is required
          under  the  terms  of the  Warrant,  then  the  Holder  shall  have no
          obligation  to  exercise  any portion of the  Warrant,  and Holder may
          elect in Holder's sole and absolute  discretion to convert any portion
          of the  outstanding  Principal  Amount and accrued and unpaid interest
          under this  Debenture into such amount of Common Shares of the Company
          equal to the dollar amount of the Debenture being converted divided by
          the Conversion Price.

     6.   All terms used herein and not otherwise  defined herein shall have the
          definitions  set forth in the  Securities  Purchase  Agreement  or the
          Debentures or the Warrants, as the case may be.

     7.   This  Addendum,  the  Debentures,  the  Warrants  and  the  Securities
          Purchase  Agreement  between LJCI and Company each constitute a legal,
          valid and binding  obligation  of both  parties and any  successor  or
          resulting  corporation  by  way  of  merger,  consolidation,  sale  or
          exchange of all or substantially  all of the assets of either party or
          otherwise, each enforceable in accordance with its respective terms.

                                        9
<PAGE>
     8.   Except as specifically  amended herein, all other terms and conditions
          of the  above-referenced  documents  shall  remain  in full  force and
          effect.

IN WITNESS  WHEREOF,  Company and LJCI have caused this Addendum to be signed by
its duly authorized officers on the date first set forth above.

The X-Change Corporation                  La Jolla Cove Investors, Inc.


By:                                       By:
    -------------------------------           ----------------------------------
Name:                                     Name:
     ------------------------------            ---------------------------------
Title:                                    Title:
      -----------------------------             --------------------------------

                                       10