Unassociated Document


    Cienega
Creek Holdings, Inc.

     

    
      TERMINATION
OF EMPLOYMENT

    

    
    

    


    Dec. 2, 2009

     

    Michael
A. Klinicki

    9181 S.
Antler Crest Drive

    Vail, AZ
85691

    


    Dear Mr.
Klinicki:

    


    This
letter (the “Agreement”) confirms the agreement between you and Cienega Creek
Holdings, Inc., a Nevada corporation (the “Company”),
regarding the termination of your employment with the Company.

     

    Termination
Date.  Your employment with the Company, pursuant to a certain
Employment Agreement made on December 4, 2008, by and between you and the
Company and attached hereto as Exhibit A (the “Employment
Agreement”), will terminate as of the Closing Date pursuant to Section 1
of a certain Stock Purchase Agreement between you, Belmont Partners, LLC, and
the Company, dated 12/2/2009 (the “Termination
Date”) and the Employment Agreement will be terminated.

     

    Consideration.  As
of the Termination Date, the Company will pay you a consideration in the amount
of Ten U.S. Dollars ($10.00) (the “Consideration”).  You acknowledge
that, prior to the execution of this Agreement, you were entitled to receive a
severance payment in the amount of twelve (12) months salary, however upon
execution of this Agreement, you are to relinquish any and all claims to receive
any money from the Company other than the Consideration specified herein, and
that the only payments and benefits that you are entitled to receive from the
Company in the future are those specified in this Agreement.

     

    Release of All
Claims.  In consideration for receiving the Consideration
described herein, to the fullest extent permitted by law, you waive, release and
promise never to assert any claims or causes of action, whether or not now
known, against the Company or its predecessors, successors or past or present
subsidiaries, stockholders, directors, officers, employees, consultants,
attorneys, agents, assigns and employee benefit plans with respect to any
matter, including (without limitation) any matter related to your employment
with the Company or the termination of that employment, including (without
limitation) claims to attorneys’ fees or costs, claims of wrongful discharge,
constructive discharge, emotional distress, defamation, invasion of privacy,
fraud, breach of contract or breach of the covenant of good faith and fair
dealing and any claims of discrimination or harassment based on sex, age, race,
national origin, disability or any other basis under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the
Americans with Disabilities Act and all other laws and regulations relating to
employment.

     

    
      
        Termination
Agreement

        
        

      

      
        Page 1 of
3

        
          

        

      

      
        
        

      

    

     

    No
Admission.  Nothing contained in this Agreement will constitute
or be treated as an admission by you or the Company of liability, any wrongdoing
or any violation of law.

     

    Company
Property.  You represent that you have returned to the Company
all property that belongs to the Company, including (without limitation) copies
of documents that belong to the Company and files stored on your computer(s)
that contain information belonging to the Company.

     

    Confidentiality of
Agreement.  You agree that you will not disclose to others the
existence or terms of this Agreement, except as required by law.  You
may disclose such information to your spouse, attorney or tax adviser if such
individuals agree that they will not disclose to others the existence or terms
of this Agreement.

     

    No
Disparagement.  You agree that you will never make any negative
or disparaging statements (orally or in writing) about the Company or its
stockholders, directors, officers, employees, products, services or business
practices, except as required by law.

     

    Severability.  If
any term of this Agreement is held to be invalid, void or unenforceable, the
remainder of this Agreement will remain in full force and effect and will in no
way be affected, and the parties will use their best efforts to find an
alternate way to achieve the same result.

     

    Choice of Law.  This
Agreement will be construed and interpreted in accordance with the laws of the
Commonwealth of Virginia.

     

    Execution.  This
Agreement may be executed in counterparts, each of which will be considered an
original, but all of which together will constitute one
agreement.  Execution of an electronic or faxed copy will have the
same force and effect as execution of an original, and a signature returned by
facsimile or electronic transmission will be deemed an original and valid
signature.

     

    [BALANCE
OF PAGE LEFT BLANK]

     

    
      
        Termination
Agreement

        
        

      

      
        Page 2 of
3

        
          

        

      

      
        
        

      

    

     

    Please
indicate your agreement with these terms by signing below and returning this
document to me.

     

    
      
        	 	 	 	Very
      truly yours,	 
	 	 	 	 	 
	 	 	 	Cienega Creek Holdings,
      Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	 	
                /s/
      Daniel J. Cavazos

              	 
	
                 

              	 	 	
                By:  Daniel
      J. Cavazos, Director

              	 


      

    

     

    I agree
to the terms of this Agreement, and I am voluntarily signing this release of all
claims.  I acknowledge that I have read and understand this Agreement,
and I understand that I cannot pursue any of the claims and rights that I have
waived in this Agreement at any time in the future.

     

    
      
        	 	 	 	 	 
	
                /s/ Michael A. Klinicki

              	 	 	
              	 
	
                By:
      Michael A. Klinicki

              	 	 	
                 

              	 


      

    

     

     

    [notary
block]

     

    
      
        Termination
Agreement

        
        

      

      
        Page 3 of
3

        
          

        

      

      
        
        

      

    

     

    January
1, 2010

    


    


    Board of
Directors

    Cienega
Creek Holdings, Inc.

    9181 S.
Antler Crest Drive

    Vail, AZ
85641

     

    Dear
Board of Directors,

    


    Please
accept this notice as my termination of the employment agreement dated December
4, 2008 (The “Agreement”) between myself and Cienega Creek Holdings, Inc. (The
“Company”).  In light of the current financial condition of the
Company I wish to forgo any future salary and benefits payable under the
Agreement beginning January 1, 2010.  I shall remain with the Company
in my current capacity as President and Chief Executive Officer without salary
until subsequent employment agreement is made.

     

    
      
        
          	Michael
      A. Klinicki	 	 	 	 
	 	 	 	 	 
	
                  /s/ Michael A. Klinicki

                	 	 	
                	 


        

      

       

      
        
          	Acceptance:	 	 	 	 
	 	 	 	 	 
	
                  /s/ Michael A. Klinicki

                	 	 	
                	 
	
                  Cienega
      Creek Holdings, Inc. (Director)