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,
      TERRY OSTROWIAK (hereafter referred to as “OSTROWIAK ”, 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 OSTROWIAK 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, OSTROWIAK and SBCO entered into a written consulting
      agreement whereby OSTROWIAK agreed to provide consulting services to
      SBCO.

    


    The
      consulting agreement is attached to this settlement agreement and incorporated
      herein by reference. The terms of the consulting agreement provided that SBCO
      would pay OSTROWIAK cash money upon presentation of his invoice for payment.
      OSTROWIAK presented his invoice for a total of sixteen thousand, six hundred
      and
      sixty seven dollars [$16,667.00] to SBCO for payment. SBCO offered to pay
      OSTROWIAK in shares of restricted stock rather than cash money, and the PARTIES
      thereafter entered into good faith negotiations in this regard. This culminated
      in SBCO offering, and OSTROWIAK agreeing to accepting an issuance of restricted
      common shares instead of cash money to retire the debt, and that the cost basis
      evaluation for such issuance shall be set at two cents [$0.02] per share,
      equaling a total issuance of eight hundred and thirty three thousand, three
      hundred and fifty [833,350] restricted shares.

    


    C.
      The
      PARTIES, having negotiated in good faith, with a view to resolve the claims
      of
      OSTROWIAK 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 eight hundred and thirty
      three thousand, three hundred and fifty [833,350] restricted shares in SBCO
      as
      full and final payment to OSTROWIAK for all sums due and payable to him under
      the consulting agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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
      OSTROWIAK.

    


    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
      OSTROWIAK may or might have or had against SBCO, and in accepting said sum
      and
      stated terms and conditions OSTROWIAK 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 OSTROWIAK on account
      of
      said events alleged in the Recitals, as well as for all consequences, effects
      and results thereto and resulting damages to OSTROWIAK, whether the same or
      any
      circumstances pertaining thereto are now known or unknown to OSTROWIAK or anyone
      else, expected or unexpected by OSTROWIAK 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 OSTROWIAK or anyone else, and all rights under
      Section 1542 of the Civil Code of the State of California are hereby expressly
      waived by OSTROWIAK, 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.
      OSTROWIAK 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
      OSTROWIAK 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 OSTROWIAK
      shall
      be made to 674 Via de la Valle, Ste. 226, Solana Beach, CA 92075, or such other
      address as OSTROWIAK may direct.

    


    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; THATOSTROWIAK
      UNDERSTANDS THE EFFECT OF HIS WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542;
      THAT
      THE ONLY PROMISES MADE TOOSTROWIAK TO SIGN THIS AGREEMENT ARE THOSE STATED
      IN
      THE AGREEMENT; THATOSTROWIAK HAS HAD SUFFICIENT TIME TO REVIEW THIS AGREEMENT;
      AND, THATOSTROWIAK IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITHOUT
      ANY COERCION, OR DURESS.OSTROWIAK 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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    "OSTROWIAK”

    “TERRY
      OSTROWIAK"

     

    
      
        	
                By:
                  

              	
                           
                  

              	
                Dated:
                  JUNE 1, 2008

              
	 	
                TERRY
                  OSTROWIAK

              	 


      

       

    

    "SBCO”

    “THE
      SMALL BUSINESS COMPANY, INC."

     

    
      	
              By:

            	
                                
                

            	
              Dated:
                June 1, 2008

            
	 	
              THE
                SMALL BUSINESS COMPANY, INC.

            
	 	
              By:
                [Printed Name]: DAVID LARSON

            
	 	
              Position:
                PRESIDENT, CHIEF EXECUTIVE OFFICER

            


    

    


    
      
         

      

      
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