Unassociated Document


    SETTLEMENT
      AGREEMENT AND GENERAL RELEASE

    


    The
      following is a Settlement Agreement and General Release (the "Agreement") by
      and
      among THE SMALL BUSINESS COMPANY, INC. (hereafter referred to as "SBCO") and,
      DAVID LARSON (hereafter referred to as “LARSON”, regarding any and all past and
      present known and unknown claims and disputes (and their future effects) that
      have arisen or could arise out of the events described in the recitals below.
      SBCO and LARSON may be collectively referred to herein as the
      "PARTIES".

    


    For
      the
      purposes of this Agreement, the PARTIES addresses of record are 674 Via de
      la
      Valle, Ste. 226, Solana Beach, CA 92075.

    


    Definitions

    


    “Effective
      date”
      shall
      mean “effective date” shall mean that all of the transactions contemplated
      herein, including but not limited to those related to the issuance of stock
      pursuant to the terms of this Agreement will have occurred on or before June
      30,
      2008.

    


    Recitals

    


    A.
      SBCO
      is a corporation duly formed, existing, and operating in good standing under
      the
      laws of the State of Delaware. 

    


    B.
      On or
      about January 1, 2008, LARSON and SBCO entered into a written note by which
      LARSON lent SBCO aggregate sums totaling forty thousand dollars ($40,000.00).
      Specifically, LARSON’S payments to SBCO occurred on:

    


    -
      January
      29, 2008 for $10,000

    -
      February 14, 2008 for $20,000

    -
      March
      31, 2008 for $10,000

    


    The
      note
      is attached to this settlement agreement and incorporated herein by reference.
      The terms of the note provided that SBCO would repay LARSON the principal and
      interest on demand. LARSON has made demand upon SBCO for repayment of the note
      in both principal and interest. SBCO offered to pay LARSON, in lieu of cash,
      restricted stock as satisfaction of both the principal and interest owed by
      SBCO. LARSON is amenable to this resolution, and the PARTIES agree that the
      acceptable price per share for this restricted stock issuance shall be two
      cents
      [$0.02] per share.

    


    C.
      The
      PARTIES, having negotiated in good faith, with a view to resolve the claims
      of
      LARSON without formal mediation, arbitration or litigation, agree to the
      following.

    


    Incorporation
      of Recitals

    


    1. The
      contents of the Recitals above are incorporated herein by reference as though
      fully set out. The PARTIES waive any rules of construction making the Recitals
      inapplicable in construing or enforcing this Agreement.

    


    Terms
      and Conditions

    


    2. Settlement
      Amount.
      After
      this Agreement is signed by all the PARTIES, SBCO agrees to take action by
      resolution of its board of directors to [1] formally accept the terms of this
      Agreement; and, [2] direct its transfer agent to issue two million [2,000,000]
      shares of restricted common stock in SBCO as full and final payment to LARSON
      for all sums of interest and principal due and payable to him under the
      note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.
      Release
      of Claims.
      In
      further consideration of the mutual covenants hereto, and except as otherwise
      provided herein, the PARTIES agree on behalf of themselves their heirs,
      executors, administrators, successors, agents, employees, officers, and board
      members as the case may be, to irrevocably and unconditionally release and
      forever discharge each and the other, their agents, directors, officers,
      employees, representatives, insurance carriers, attorneys, divisions,
      subsidiaries, affiliates (and agents, directors, officers, employees,
      representatives, insurance carriers, and attorneys of such divisions,
      subsidiaries, and affiliates), and their predecessors, successors, heirs,
      executors, administrators, and assigns, and all persons acting by, through,
      under, or in concert with any of them (collectively "Releasees"), of and from
      any and all claims, actions, causes of action, suits, debts, charges,
      complaints, claims, liabilities, obligations, promises, agreements,
      controversies, damages, and expenses (including attorney fees and costs actually
      incurred), of any nature whatsoever, known or unknown, in law or equity, arising
      out of the facts contained in the Recitals [incorporated by reference herein
      as
      though fully set out], as well as any other claims based on constitutional,
      statutory, common law, or regulatory grounds.

    


    5.
      Limitation
      of Waiver,
      Future
      Suits and Proceedings. Except as provided for herein, the PARTIES promise not
      to
      institute any future suits or proceedings at law or in equity or any
      administrative proceedings against each and the other for or on account of
      any
      claim or cause of action arising out of the facts in the Recitals herein
      [incorporated by reference as though fully set out].

    


    6.
      Disclaimer
      of Liability and Future References.
      This
      General Release and Settlement Agreement does not constitute and shall not
      be
      construed as an admission of liability or wrongdoing by any party, its agents,
      employees, or successors, with respect to any claims asserted by
      LARSON.

    


    7.
      Full
      Knowledge and Volition; Civil Code §1542 Waiver.
      This is
      intended, as a full and complete release and discharge of any or all claims
      that
      LARSON may or might have or had against SBCO, and in accepting said sum and
      stated terms and conditions LARSON does so in full settlement, release and
      discharge of any and all such claims, and intends to and does hereby release
      and
      discharge SBCO of and from any and all liability of any nature whatsoever for
      all claims arising out of the Recitals herein, specifically including, but
      not
      limited to, all contract and consequential damages to LARSON on account of
      said
      events alleged in the Recitals, as well as for all consequences, effects and
      results thereto and resulting damages to LARSON, whether the same or any
      circumstances pertaining thereto are now known or unknown to LARSON or anyone
      else, expected or unexpected by LARSON or anyone else, or have already appeared
      or developed or may now be latent or may in the future appear or develop or
      become known to LARSON or anyone else, and all rights under Section 1542 of
      the
      Civil Code of the State of California are hereby expressly waived by LARSON,
      who
      understands, and has had the opportunity to meet and confer with counsel of
      his
      choice as to the effects of waiving Section 1542, that said Section provides
      as
      follows:

    


    "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."

    


    8.
      Resolution
      of All Claims.
      LARSON
      acknowledges and understands that this Agreement specifically includes and
      resolves any and all claims that he may individually have against SBCO regarding
      the subject matter hereof. 

     

    
      
         

      

      
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    9.
      Materiality
      of All Conditions and Obligations.
      Except
      as otherwise expressly provided in this agreement the PARTIES understand and
      acknowledge that all of the conditions and obligations in this Agreement are
      material and that the non-occurrence or breach of any such condition or
      obligation by a party is not allowed and shall result in the other party being
      entitled to assert any and all rights it may have in law or equity.

    


    10.
      Complete
      Agreement.
      This
      General Release and Settlement Agreement contains the entire Agreement between
      LARSON and SBCO and there is no agreement on the part of either PARTY to do
      any
      act or thing other than as expressly stated in this Agreement. There will also
      be no modifications or amendments to this Agreement unless they are in writing,
      signed by all of the PARTIES.

    


    11.
      Counterpart
      Originals.
      This
      Agreement may be signed in counterparts and facsimile signatures are agreed
      to
      be as effective as the original for purposes of this Agreement. It is also
      agreed by the PARTIES that counterpart signatures, once collected and exchanged
      unilaterally, shall all be collectively construed to be a complete document
      when
      combined with other counterpart signatures.

    


    12.
      Governing
      Law; Jurisdiction.
      This
      Agreement shall be construed and enforced under California law. The PARTIES
      agree that the Superior Court for the State of California, County of San Diego,
      shall have jurisdiction over any dispute arising over the terms, conditions,
      application or interpretation of this Agreement. Should any legal dispute
      between the PARTIES arise, and legal action is commenced, then the prevailing
      party to any such litigation shall recover, as an element of costs, their
      reasonable attorney fees.

    


    13.
      Corporate
      Authority.
      All
      necessary corporate action has been taken to enter into this Agreement and
      comply with its terms. The corporate and other business entities who execute
      this Agreement on behalf of the PARTIES have complete and sole authority to
      enter into this Agreement on behalf of their respective entities.

    


    14.
      Notices;
      Delivery.
      Any
      covenants herein requiring SBCO to deliver stock certificates to LARSON shall
      be
      made to 674 Via de la Valle, Ste. 226, Solana Beach, CA 92075.

    


    15.
      ACKNOWLEDGMENT.
      THE
      PARTIES ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ THIS GENERAL RELEASE AND
      SETTLEMENT AGREEMENT AND UNDERSTAND ITS CONTENTS AND CONSEQUENCES; THAT EACH
      HAS
      BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF CHOICE; THAT LARSON
      UNDERSTANDS THE EFFECT OF HIS WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542;
      THAT
      THE ONLY PROMISES MADE TO LARSON TO SIGN THIS AGREEMENT ARE THOSE STATED IN
      THE
      AGREEMENT; THAT LARSON HAS HAD SUFFICIENT TIME TO REVIEW THIS AGREEMENT; AND,
      THAT LARSON IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITHOUT ANY
      COERCION, OR DURESS. LARSON ALSO ACKNOWLEDGES THAT HE HAS NOT RELIED ON ANY
      REPRESENTATIONS, PROMISES, OR AGREEMENT OF ANY KIND MADE TO HIM IN CONNECTION
      WITH HIS DECISION TO ACCEPT THE SETTLEMENT EXCEPT THOSE SET FORTH IN THIS
      DOCUMENT.

    


    
      
         

      

      
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    "LARSON”

    “DAVID
      LARSON"

     

    
      	
              By:
                

            	
                      
                

            	
              Dated:
                JUNE 1, 2008

            
	 	
              DAVID
                LARSON

            	 


    

     

    "SBCO”

    “THE
      SMALL BUSINESS COMPANY, INC."

     

    
      	
              By:
                

            	
                        
                

            	
              Dated:
                June 1, 2008

            
	 	
              THE
                SMALL BUSINESS COMPANY, INC.

            
	 	
              By:
                [Printed Name]: _______________________________

            
	 	
              Position:
                ________________________________________

            


    

    


    
      
         

      

      
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