GENERAL MUTUAL RELEASE
AGREEMENT

    


    This
General Mutual Release Agreement (the “Agreement”) is entered into this 14th day of
November, 2008, by BAETA Corp. (the “Company”), Ventana Capital Partners, Inc.
(“Ventana”) and Ralph Amato, the President of Ventana (“Amato”).

    


    WHEREAS, on March 1, 2008, the
Company entered into Consulting Agreement (the “Consulting Agreement”) with
Ventana and Amato pursuant to which the Company retained Ventana was to provide
the Company advisory services and business financing activities to the Company
on an exclusive basis for a term of one year from the date of the Consulting
Agreement, and on a non-exclusive basis for an additional one year
thereafter.

    


    WHEREAS, in consideration for
the foregoing services to be provided by Amato pursuant to the Consulting
Agreement, Ventana and Amato received cash compensation in the amount of
$40,000, as well as 2,000,000 of the Company’s outstanding common
stock.

    


    WHEREAS, in connection with
the termination of the Consulting Agreement, the Company agrees to rescind; and
Ventana and Amato agree  return and disclaim all rights to the
2,000,000 shares received by Ventana.

    


    NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants, representations and
premises contained herein, and with full intent to be legally bound hereby, the
parties hereby agree and covenant as follows:

     

    
      1.    
        TERMINATION OF CONSULTING
AGREEMENT: The parties hereby terminate the Consulting Agreement,
effective upon the execution by the Agreement.

      
         

        
          	
                  
                  

                	
                  2. 

                	
                  RETURN OF
      SHARES:

                


        

        
          


          
            	
                     
      

                  	
                    (a)

                  	
                    Upon
      the execution of this Agreement, the Company shall rescind; and Ventana
      and Amato shall return and disclaim all rights to the 2,000,000 shares of
      the Company shares of common stock received by Ventana and Amato in
      connection with the Consulting
Agreement.

                  


          

          


          
            	
                     
      

                  	
                    (b)

                  	
                    Notwithstanding
      anything to the contrary contained herein, the parties agree that in
      connection with the rescission and return of the shares received by
      Ventana and Amato under the Consulting Agreement from the Company, the
      Company shall not issue Ventana or Amato a Form 1099 or other similar tax
      statement or form which would require Ventana or Amato to report the
      issuance of the shares by the Company to Ventana and Amato with the
      Internal Revenues Services or other regulatory agency; provided however,
      that the foregoing is not in violation of any laws, rules or regulations
      of any government or regulatory
agencies.

                  


          

          


          
            	
                  	
                    3. 

                  	
                    MUTUAL
      RELEASE:

                  


          

          


          
            	
                     
      

                  	
                    (a)

                  	
                    Amato
      and Ventana hereby release the Company from any and all actions, causes of
      action, suits, debts, dues, sums of money, accounts, contracts,
      controversies, agreements, charges, complaints, promises, damages,
      judgments, claims, liabilities and demands whatsoever which Amato and
      Ventana ever had, now has, or which he can, shall, or may have against the
      Company, by reason of any matter, cause, event or thing whatsoever from
      the beginning of the world to the date of this Release, including claims
      of which Amato and Ventana are not aware and those not mentioned in this
      Release.

                  


          

          


          
            	
                     
      

                  	
                    (b)

                  	
                    The
      Company hereby releases Amato and Ventana from any and all actions, causes
      of action, suits, debts, dues, sums of money, accounts, contracts,
      controversies, agreements, charges, complaints, promises, damages,
      judgments, claims, liabilities and demands whatsoever which the Company
      ever had, now has, or which they can, shall, or may have against Amato or
      Ventana, by reason of any matter, cause, event or thing whatsoever from
      the beginning of the world to the date of this Release, including claims
      of which the Company is not aware and those not mentioned in this
      Release.

                  


          

        

      

    

    
       

    

    
      
        
          
            
               

            

          

        

      

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                
                

              	
                (c)

              	
                The
      parties are bound by this Release.  Anyone who succeeds to the
      parties’ rights and responsibilities, such as his heirs or the executor or
      administrator of his estate or any assignee, is also
  bound.

              


      

    

    


    4.           CONFIDENTIAL
AGREEMENT:  In consideration of the covenants set forth above, the
parties hereby covenant and agree that they and their agents shall keep the fact
and terms of this Agreement confidential, and shall not, under any circumstances
whatsoever, reveal same to any person or entity, including but not limited to,
any employee, agent, associate, customer, or any person or entity with which the
parties has any business relationship whatsoever, or to any member of the press
or the public;  provided, however, that they may reveal such
information as is required by an enforceable court order, upon notice to the
other party, or as required by the Internal Revenue Service.

    


    5.           NO ADMISSION OF LIABILITY BY
PAYOR:  Neither the execution or terms of this Agreement, nor the
surrender of the 2,000,000 shares received by Amato and Ventana hereunder, shall
in any way constitute or imply an admission by the parties of liability in law
or in fact as to any claims which the parties have asserted or could have
asserted in any action brought by them.

    


    6.           PARTIAL
INVALIDITY:  If any provision of this Agreement shall be held void
as against public policy by any court or administrative agency, all other
provisions shall remain in full force and effect and this Agreement shall be
construed as if the offending provisions were never contained
herein.

    


    7.           GOVERNING LAW: 
The parties hereby acknowledge and agree that this Agreement is made and entered
into in the state of New Jersey and shall in all respects be interpreted,
enforced and governed under the laws of the State of New Jersey.

    


    8.           FINAL EXPRESSION OF
AGREEMENT:  This Agreement is intended by the parties as the final
expression of their agreement and as a complete and exclusive statement of the
terms and provisions thereof and fully supersedes any and all prior agreements
or understandings between the parties pertaining to the subject matter
hereof.

    


    9.           MODIFICATIONS OR
AMENDMENTS:  No modification or amendment to this Agreement may be
made unless it is in writing and signed by all of the parties
hereto.

    


    10.         LEGAL ADVICE: 
The parties acknowledge that they have sought and received the advice of legal
and tax counsel as to the meaning and execution of this Agreement and that they
enter into same voluntarily and after sufficient time to review and obtain
advice of counsel with respect to same.  The parties acknowledge that
they have carefully read this Agreement contained herein and have discussed it
with their attorney, and further acknowledge that they understand and agree to
the terms of the Agreement, have entered into the Agreement freely, voluntarily
and without coercion, have been afforded a sufficient period of time within
which to review, consider and accept its terms, and intends, by execution of the
Agreement, to be legally bound by all of the terms and provisions
thereof.

    


    11.         SIGNATURES.  The
execution of this Agreement may be by actual or facsimile signature and in
counterparts, which together, shall constitute one fully executed Agreement.

    


    WHEREAS, in witness hereof the parties
execute this Agreement on the date hereinabove first written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  BAETA
      CORP.

                                	 
      	
                                  VENTANA
      CAPITAL PARTNERS, INC.

                                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                  By:

                                	 
      	 
      	
                                  By:

                                	 
      
	 
      	 
      	
                                  Dr.
      Alexander Gak

                                	 
      	 
      	 
      	
                                  Ralph
      Amato

                                
	 
      	 
      	
                                  President

                                	 
      	 
      	 
      	
                                  President