Exhibit 10.15

                        SETTLEMENT AGREEMENT AND RELEASE
                        --------------------------------


     The parties to this Settlement Agreement and Release (Settlement Agreement)
are  Charles  McCarthy  ("McCarthy")  and Nighthawk Systems, Inc. ("Nighthawk").

                                    RECITALS
                                    --------

     WHEREAS,  McCarthy  commenced  an  action  against  Nighthawk in the Second
Judicial  District  Court  of  the State of Nevada entitled Charles R. McCarthy,
                                                            --------------------
Plaintiff,  v.  Nighthawk  Systems,  Inc.,  a  Nevada Corporation, and Does I-X,
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Defendants,  Case  No.  CV03-5406  (the  Litigation);  and
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     WHEREAS,  McCarthy  and  Nighthawk  desire to fully and finally resolve all
issues  pertaining  to  the  Litigation  and  the surrounding circumstances; and

     WHEREAS,  McCarthy  and  Nighthawk have reached a compromise and settlement
with  respect  to the Litigation and the surrounding circumstances and do hereby
memorialize  the  terms of their compromise and settlement by entering into this
Settlement  Agreement,  which  they  do  so freely and voluntarily, after having
received  the  benefit  of  independent  counsel  and with full knowledge of the
binding  and  conclusive  nature  thereof.

                                      TERMS
                                      -----

     NOW,  THEREFORE,  McCarthy  and  Nighthawk, for and in consideration of the
agreements  and  undertakings  contained  herein and for other good and valuable
consideration,  the  receipt  and  sufficiency  of which is hereby acknowledged,
agree  to a full and final compromise and settlement of all issues pertaining to
the  Litigation  and  the  surrounding  circumstances  in  accordance  with  the
following  terms  and  conditions:

1.     Purpose  of  the  Settlement  Agreement.  The  parties to this Settlement
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Agreement  understand and agree that the purpose of this Settlement Agreement is
to  resolve  all disputes relating to the Litigation, including any amounts owed
or  other  claims  or  causes  of  action  pertaining  to  the  Litigation.

     2.     Payment.  Nighthawk  shall  pay  to  McCarthy  the sum of FIFTY-FIVE
            -------
THOUSAND  DOLLARS  AND  NO/100  DOLLARS  ($55,000.00)  (the Settlement Payment),
according  to  the  following  terms  and  schedule:

          a.  $10,000.00,  to  be wired to the account of Rowe and Hales by 5:00
p.m.  October  25,  2004;  and

          b.  $20,000.00  to  be  paid to McCarthy within 90 days of the date of
execution  of  this  Settlement  Agreement;  and

          c.  $25,000.00 to be paid to McCarthy within one year from the date of
the  execution  of  this  Settlement  Agreement.

     3.     Confessions  of  Judgment.  In the event that payment is not made in
            -------------------------
accordance  with  the  terms  set forth above, McCarthy shall be allowed to file
with  the  Court  the  Confessions  of  Judgment  under  the  following  terms:

          a.  If  payment  of  the  $20,000.00 described in paragraph 3(b) above
is  not  paid  to  McCarthy  within  91  days  of  execution  of this Settlement
Agreement,  McCarthy  can  file  with  the Court a Confession of Judgment in the
amount  of  $15,000.00;  and

          b.  If  payment of the $25,000.00 described in paragraph 3(c) above is
not  paid to McCarthy within 366 days of execution of this Settlement Agreement,
McCarthy  can  file  with  the  Court  a Confession of Judgment in the amount of
$25,000.00.

     4.     Dismissal  of  the Litigation.  The parties agree that following the
            -----------------------------
execution  of  this  Settlement Agreement they will promptly file with the court
all  papers  necessary  to  effectuate the dismissal of Nighthawk with prejudice
from  the  Litigation.

     5.     Release.  Except as otherwise provided in this Settlement Agreement,
            -------
in  consideration  of  the  terms  of this Settlement Agreement, McCarthy hereby
releases,  acquits  and  discharges  Nighthawk  and  its  parents, subsidiaries,
affiliates,  officers,  directors,  employees,  representatives,  insurers,
attorneys, successors, assigns, and/or agents from any and all accounts, claims,
demands,  damages,  debts,  liabilities,  actions,  causes of action or suits of
whatsoever  kind  or nature, presently known or unknown, asserted or unasserted,
arising  out of or relating to the Litigation and the surrounding circumstances.
Nighthawk  releases  McCarthy,  save  and except for any claims that it may have
against  the  former Board of Peregrine Control Technologies and McCarthy in his
capacity  as the former Chairman of the Board of Peregrine Control Technologies.

     6.     No  Admission  as  to  Liability.   The  parties  to this Settlement
            --------------------------------
Agreement  each  acknowledge  and  agree  that  this  Settlement Agreement is in
compromise  of  disputed  claims  and  contentions  and that the settlement made
pursuant  to this Settlement Agreement shall not be construed as an admission of
liability  on  the  part  of  any  party  hereto.

     7.     Voluntary  and  Informed  Agreement.  The parties to this Settlement
            -----------------------------------
Agreement  represent  that each of them is legally sophisticated and represented
by  counsel  and that each of them have read completely and understood fully the
terms  of  this  Settlement Agreement.  The parties further represent that after
receiving advice of counsel they have voluntarily entered into this Agreement to
make  a  full,  final  and complete compromise of all disputes pertaining to the
Litigation existing between them upon the terms and conditions set forth herein.
The  parties  hereto further represent to each other that the releases, waivers,
discharges,  covenants  and agreements provided for in this Settlement Agreement
have  been  knowingly  and  voluntarily  granted and without any duress or undue
influence  of  any  nature  from  any  person.  The parties hereto represent and
warrant  to each other that this Settlement Agreement is binding and enforceable
in  accordance  with  its  terms.




                                        3
     8.     Confidentiality.  The  parties to this Settlement Agreement agree to
            ---------------
keep  the  terms  of  this  Settlement  Agreement  confidential and agree not to
disclose  the  terms of the settlement to any third party, except as mandated by
law.

     9.     Warranties  of  Authority. The parties to this Settlement Agreement,
            -------------------------
and each of them, expressly warrant and represent to all other parties that each
has  the full right, title and authority to enter into this Settlement Agreement
as  provided  herein,  that  no  approvals  or  consents  of  any other persons,
entities,  trusts  or  agencies  are  necessary  to effect the same, and that no
claims,  damages,  settlements,  verdicts  or  recoveries have been assigned, by
operation  of law or by subrogation or otherwise, to any other person or entity.

     10.    Further  Assurances.  The  parties  shall  execute  such  additional
            -------------------
documents  and  perform such further acts as may be reasonably necessary to give
effect  to  the  purposes  and  provisions  of  this  Settlement  Agreement.

     11.     Binding  Effect.  This Agreement shall be binding upon and inure to
             ---------------
the benefit of the parties hereto and their respective successors, predecessors,
parents,  affiliates,  shareholders,  employees,  heirs,  executors,  and
administrators.

     12.     Entire  Agreement. This Settlement Agreement constitutes the entire
             -----------------
understanding  and  agreement  between  the  parties with respect to the subject
matter  hereof  and shall not be amended, supplemented or changed, nor shall any
provision  hereof be waived or terminated except by written instrument signed by
the  party  against  whom  enforcement  of  any  such  amendment,  supplement,
modification,  waiver  or  termination is sought. The parties hereto acknowledge
and agree that they have not relied upon any representations or warranties other
than  those  expressly  contained  in this Settlement Agreement in entering into
this  Settlement  Agreement and that no promises, representations, or warranties
have  been  made concerning this Settlement Agreement other than those expressly
contained  herein.

     13.     Construction.  The  parties  hereto  acknowledge  that each has had
             ------------
input  into  the  drafting of this Settlement Agreement and that this Settlement
Agreement  represents  the  parties'  joint  efforts.  Should  any dispute arise
concerning  the  meaning or construction of any term or terms of this Settlement
Agreement,  no  term  of  this  Settlement  Agreement  shall be construed for or
against  any  party  as  the  drafting  party.  The  captions  appearing  at the
commencement  of  each  paragraph  are  descriptive  only and for convenience of
reference. In the event of a conflict between such captions and the paragraph at
the  head  of which they appear, the paragraph and not such caption shall govern
in  the  construction  of  this  Settlement  Agreement.

     14.     Governing  Law.  The  law of Nevada shall govern the interpretation
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and  enforcement  of  this  Settlement  Agreement.

     15.     Specific  Performance and Settlement Agreement as Defense to Future
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Actions.  The  obligations  and covenants set forth in this Settlement Agreement
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may be specifically enforced in any court of competent jurisdiction by any party
or  parties  entitled  to  the  benefit  thereof. This Settlement Agreement may,
additionally,  be  pleaded  as  a  full and complete defense to, and the parties
hereto  consent  that  it may be used as the basis for an injunction to halt any
action  suit  or  other proceeding based upon claims released by this Settlement
Agreement.

     16.     Costs  of  Enforcement.  In  the  event  any  litigation  or  other
             ----------------------
proceeding  is  brought  for the enforcement of this Settlement Agreement, or is
brought  because of an alleged dispute, default, misrepresentation, or breach in
connection  with  any  of  the  provisions  of  this  Settlement  Agreement, the
successful  or  prevailing  party  or  parties  shall  be  entitled  to  recover
reasonable  attorneys'  fees, costs and expenses actually incurred in initiating
or  responding to such proceeding, in addition to any other relief to which such
party  or  parties  may  be  entitled.

     17.     Counterparts and Copies.  This Settlement Agreement may be executed
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in  counterparts  and  shall  be  deemed  executed  when  counterparts  of  this
Settlement  Agreement  have  been executed by all the parties; such counterparts
taken  together  shall be deemed to be the agreement.  All fully executed copies
of  this  Settlement  Agreement  are  duplicate originals, equally admissible in
evidence.

     18.     Effective  Date.  The effective date of this Settlement Agreement's
             ---------------
execution  shall  be  the  date  indicated  below.

IN  WITNESS  WHEREOF, this Settlement Agreement has been executed by the parties
and  attested  by  their  duly  authorized  representatives  this  ______ day of
______________,  2004.



                                  ________________________________
                                  CHARLES  R.  MCCARTHY


                                  NIGHTHAWK  SYSTEMS,  INC.

                                  By:  ____________________________
                                       H.  DOUGLAS  SAATHOFF
                                  Its:  Chief  Executive  Officer

                                  APPROVED  AS  TO  FORM  &  CONTENT

                                  ________________________________
                                  JAMES  R.  HALES,  ESQ.
                                  ATTORNEY  FOR  CHARLES  R.  MCCARTHY

                                  ________________________________
                                  JOHN  P.  DESMOND,  ESQ.
                                  RYAN  W.  HERRICK,  ESQ.
                                  JONES  VARGAS
                                  ATTORNEY  FOR  NIGHTHAWK  SYSTEMS,  INC.