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EXHIBIT 10.39

 

SETTLEMENT AND RELEASE
AGREEMENT




THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made
and entered into effective the 22nd day of October 2008, by and between W
Technologies, inc., a Delaware corporation (the "Company") and
Newmarket Investment PLC, a company formed under the laws of the United Kingdom
("Newmarket").




Premises




a)

The Company and Newmarket have been in discussions on debt that
may be owed by the Company to Newmarket. Neither the Company nor Newmarket have
been able to locate records on the debt.




b)

The Company has sold all of its assets and currently does not have
any means to pay any debts, including the debt that may be owed to Newmarket. As
such, Newmarket and the Company have proposed accepting stock in the Company as,
if and when the Company is purchased by an operating entity ("NewCo") in full
settlement of any and all debt, liabilities or claims Newmarket may have against
the Company,




c)

Accordingly, Newmarket agrees that its debt is the amount of
$125,000 and agrees to accept stock in NewCo in full settlement of any and all
claims Newmarket may have against the Company. The parties want to set forth
their understanding in this Agreement.




Agreement




Based on the foregoing premises, which are incorporated herein by
this reference, the mutual covenants and conditions set forth herein, and in
consideration of the execution of this Agreement,
the relinquishment of the parties respective legal rights with reference to any
and all potential claims, the giving, receipt or exchange of the promises
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Parties hereto agree as follows:




1) Acknowledgement of Debt. Newmarket and the Company
hereby agree the amount owed to Newmarket is one hundred twenty five thousand
dollars ($125,000). Such amount will bear no interest. The one hundred twenty
five thousand dollars ($125,000) represents the amounts previously owed to
Newmarket, and includes and any and all potential claims, causes of actions,
demands, damages, costs fees and expenses of any kind, whether known or unknown,
related to any debts or dealings between Newmarket and the Company.
Additionally, Newmarket agrees the payment of the amount will
be only in shares of common stock of NewCo as, if and when NewCo is formed.
Newmarket shall receive its distribution of NewCo's common stock upon the
completion of a restructuring of the Company and the completion of a merger to
form NewCo. Company makes no representation or warranty that NewCo will be
formed or that Newmarket will receive any shares in NewCo. Newmarket
acknowledges that it is possible that no shares of common stock will be issued
to Newmarket from the restructuring and that Newmarket may receive nothing on
its debt if
the restructuring is not completed, Nevertheless, Newmarket's debt will
be voided and terminated if the restructuring is not completed and NewCo is not
formed. Newmarket understands, even if it receives shares of common stock in
NewCo, the common stock may have no value now or in the future and may be worth
substantially less than the one hundred and twenty five thousand dollars
($125,000), if anything.

2)

 Release and Settlement. Based on the terms and
conditions set forth in this Agreement, Newmarket, its officers, directors,
shareholders, employees, affiliates and assigns (hereinafter collectively
referred to as "Newmarket") for the payment of one hundred twenty five thousand
dollars ($125,000), as set forth in section 1 hereof, payable only with shares
of NewCo common stock, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, hereby releases and discharges the
Company, its officers, directors, successors and assigns, from any further
obligation or claims relating to the debt owed by the Company to Newmarket along
with any and all existing or possible actions, causes of actions, claims,
demands, damages, costs, fees and expenses of any kind, whether known or
unknown, on account of or in any way arising from or related to the agreement or
debt between the parties.

 

3)

 Governing Law. This Agreement shall be governed by,
enforced and construed under and in accordance with the laws of the United
States of America and, with respect to matters of state law, with the laws of
the State of
Nevada.

 

4)

 Attorney's Fees. In the event that any party
institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the breaching party or parties shall
reimburse the nonbreaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or collecting
any judgment rendered therein.

 

5)

 Entire Agreement. This Agreement represents the
entire agreement between the parties relating to the subject matter hereof. All
previous agreements between the parties, whether written or oral, have been
merged into this Agreement. This Agreement alone fully and completely expresses
the agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein.

 

6)

 Survival: Termination. The representations,
warranties, and covenants of the respective parties shall survive the Closing
Date and the consummation of the
transactions herein contemplated.

 

7)             
Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which taken together shall
be but a single instrument.

 


 

8)

 Facsimile Transmissions. Facsimile transmission of
any signed original document, and retransmission of any signed facsimile
transmission, shall be the same as delivery of an original. At the request of
any party hereto, the parties will confirm facsimile transmitted signatures by
signing an original document.

 

9)

 Amendment or Waiver. Every right and remedy provided
herein shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and such remedies may be enforced concurrently,
and no waiver by any party of the performance of any obligation
by the other shall be construed as a waiver of the same or any other default
then, theretofore, or thereafter occurring or existing.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers, hereunto duly authorized, as of the date first above
written.

W
Technologies, Inc.




By:__/s/_Wayne
Allen Root___________

A Duly
Authorized Manager













Newmarket
Investment PLC










By:__/s/_Jonathan
Cohen_____________

A Duly
Authorized Manager