Exhibit 10.2


    Exhibit
      10.2

     

    SETTLEMENT
      AGREEMENT

     AND
      

    RELEASE

    


    This
      Settlement Agreement and Release (the "Agreement")
      is
      entered into as of the 26th
      day
      of
      May, 2006, by and between Diversified Financial Resources Corporation, a
      corporation (“DVFN”) and Richard Surber, personally ("Surber").

    


    RECITALS

    


    A.
      WHEREAS, DVFN received certain loans and investment funds from Surber,
      represented by a debenture for $75,000 and a promissory note in the amount
      of
      $34,500: and

    


    B.
      WHEREAS, DVFN has payment and delivery obligations to Surber for the payment
      of
      those loans and investments, including principal and interest; and.

    


    C.
      WHEREAS, the parties desire in exchange for the releases and promised delivery
      designated herein to release and discharge any and all claims that exist between
      the parties hereto arising from that Stock Purchase Agreement;

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein which
      are
      acknowledge to be good and valuable consideration the parties agree as
      follows:

    


    
      	1.  	
              DVFN
                shall deliver to Surber $109,500 (One Hundred Nine Thousand Five
                Hundred
                dollars) within two business days of the execution of this agreement
                and
                will issue 937,500 (Nine hundred thirty-seven thousand five hundred)
                restricted shares of its common stock to Surber.
                

            


    

    


    
      	2.  	
              DVFN
                and Surber shall each release and discharge the other party from
                any and
                all charges, claims and rights that were asserted or could have been
                asserted as to the other party arising out of the debenture and promissory
                note given to Surber by DVFN upon the execution and performance provided
                for herein.

            


    

    


    
      
        
        

      

      
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      	3.  	
              Except
                as expressly set forth in this agreement, the parties hereby release,
                acquit and forever discharge each other, their present and former
                officers, directors, members, employees, affiliates, owners, partners,
                attorneys, agents, successors and assigns, of and from any and all
                claims,
                demands, promises, costs, damages, expenses and/or causes of action
                of any
                nature whatsoever, which exist or may exist, as of the date of this
                agreement, including, but not limited to, those claims which are
                made or
                could be made in a legal action, whether known or unknown, liquidated
                or
                contingent. In this regard, the parties acknowledge and represent
                that
                they have made their own investigation with respect to the claims
                involved
                in any prior dealings and the advisability of settlement and that
                they
                have not relied upon any representations of any other party to this
                agreement in agreeing to settlement of the all claims and the mutual
                release contained herein.

            


    

    


    
      	4.  	
              The
                parties acknowledge and agree that this agreement is entered into
                in
                settlement and compromise of disputed or potential claims and shall
                not
                constitute an admission of any evidence of wrongdoing by any party
                and
                that each party denies any liability to any other party to this
                agreement.

            


    

    


    
      	5.  	
              DVFN
                understands that Surber is relying upon DVFN=s
                representations and warranties as contained in this Agreement and
                the
                settlement of claims as set forth
                herein.

            


    

    


    
      	6.  	
              Should
                legal action be necessary to enforce, construe, rescind, terminate
                or
                recover for the breach of the provisions of this agreement, the prevailing
                part or parties shall be entitled to recover all costs of suit, including
                reasonable attorney's fees.

            


    

     

    
      	7.  	
              This
                Agreement shall be governed by and construed in accordance with the
                Laws
                of the State of Utah.

            


    

    


    
      	8.  	
              The
                individuals signing this Agreement warrant that they have full authority
                to bind their principals as parties to this
                Agreement.

            


    

     

    
      
        
        

      

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

     

     

     

    
      	
              DIVERSIFIED
                FINANCIAL  

              RESOURCES
                CORPORATION

            	 	 	
              RICHARD
                SURBER

            
	 	 	 	 
	 	 	 	 
	/s/ Elson
              Soto, Jr.	 	 	/s/ Richard
              Surber
	
              

            	 	 	
              

            
	
              Elson
                Soto, Jr.

              President

            	 	 	Richard
              Surber


    

    


    
      
        
        

      

      
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