SETTLEMENT
AGREEMENT AND GENERAL RELEASE
 
 THIS SETTLEMENT AGREEMENT AND GENERAL
RELEASE(this “Agreement”) is made and
entered into as of February 25, 2009,  by and among The Blackhawk
Fund, a Nevada corporation (“BHWF”) and Debbie Avey, an
individual (“Avey”).  BHWF and
Avey are collectively referred to as the “Parties”.
 
 RECITALS
 
 A.  Conflict.   A
series of disputes has arisen between BWHF and Avey regarding that certain real
estate located at 908 Miramar Avenue, Oceanside, California 92054 (the “Property”) and the rights and
obligations of the Parties under that certain Joint Venture Agreement dated as
of June 20, 2006 and amended by that certain Amendment to Joint Venture
Agreement dated December 30, 2007 by and between the Parties (the “JV Agreement”).
  B.  Purpose.In
order to avoid the possible costs, burdens or distractions of litigation, the
Parties now desire, and through the execution of this Agreement, intend to
dispose of and resolve fully and completely any and all disputes, claims, issues
and differences between them, including, but not limited to,
any and all actual or implied claims, demands or causes of action asserted by
the Parties or which could have been asserted by or against the Parties in any
action or proceeding in any legal, administrative or other forum
whatsoever.
  AGREEMENT
  NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
  Section 1.Quitclaim
Deed.Concurrently with the
execution of this Agreement, BHWF shall transfer the property to Avey pursuant
to a Quitclaim Deed (the “Quitclaim Deed”), a copy of
which is attached hereto as Exhibit A.
  Section 2.Termination
of JV Agreement.  The Parties agree that all of the provisions
contained in the JV Agreement shall be terminated and of no further force and
effect.  In addition, each Party hereby waives any and all right to
any claims or damages previously incurred under the JV Agreement.
  Section 3.Release,
Termination, and Waiver.
  3.1BHWF, on behalf of itself
and each of its agents, attorneys, insurers, heirs, assigns, beneficiaries,
executors, trustees, conservators, representatives, predecessors-in-interest,
successors-in-interest, and whomsoever may claim by, under or through them, and
all persons acting by, through, under or in concert with any of them (the “BHWF Releasing Parties”),
hereby irrevocably and unconditionally forever release, remise, acquit and
discharge Avey and all of her present, former or future agents, representatives,
employees, independent contractors, directors, shareholders, officers,
attorneys, insurers, subsidiaries, divisions, parents, assigns, affiliates,
predecessors and successors from and against any and all debts, obligations,
losses, costs, promises, covenants, agreements, contracts, endorsements, bonds,
controversies, suits, actions, causes of action, misrepresentations, defamatory
statements, tortious conduct, acts or omissions, rights, obligations,
liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims,
or demands, in law or equity, asserted or unasserted, express or implied,
foreseen or unforeseen, real or imaginary, alleged or actual, suspected or
unsuspected, known or unknown, liquidated or non-liquidated, of any kind or
nature or description whatsoever, arising from the beginning of the world
through the date of this Agreement which each of the BHWF Releasing Parties ever
had, presently have, may have, or claim or assert to have, or hereafter have,
may have, or claim or assert to have, against Avey (the “BHWF Released
Claims”).
  1
 
 3.2Avey, on behalf of herself
and each of her agents, attorneys, insurers, heirs, assigns, beneficiaries,
executors, trustees, conservators, representatives, predecessors-in-interest,
successors-in-interest, and whomsoever may claim by, under or through her, and
all persons acting by, through, under or in concert with any of them (the “Avey Releasing Parties”),
hereby irrevocably and unconditionally forever release, remise, acquit and
discharge BHWF and all of its present, former, or future agents,
representatives, employees, independent contractors, directors, shareholders,
officers, attorneys, insurers, subsidiaries, divisions, parents, assigns,
affiliates, predecessors and successors, from and against any and all debts,
obligations, losses, costs, promises, covenants, agreements, contracts,
endorsements, bonds, controversies, suits, actions, causes of action,
misrepresentations, defamatory statements, tortious conduct, acts or omissions,
rights, obligations, liabilities, judgments, damages, expenses, claims,
counterclaims, cross-claims, or demands, in law or equity, asserted or
unasserted, express or implied, foreseen or unforeseen, real or imaginary,
alleged or actual, suspected or unsuspected, known or unknown, liquidated or
non-liquidated, of any kind or nature or description whatsoever, arising from
the beginning of the world through the date of this Agreement which the Avey
Releasing Parties ever had, presently have, may have, or claim or assert to
have, or hereafter have, may have, or claim or assert to have, against BHWF,
including without limitation, any claims under the JV Agreement (the “Avey Released
Claims”).
 
 3.3The Parties acknowledge
and understand that hereafter they may discover or appreciate claims, facts,
issues or concerns in addition to or different from those that they now know or
believe to exist with respect to the subject matter of this Agreement that, if
known or suspected at the time of execution of this Agreement, might have
materially affected the settlement embodied herein.  The Parties
nevertheless agree that the general releases and waivers described in Paragraphs
3.1 and 3.2 above apply to any such additional or different claims, facts,
issues or concerns.  The Parties acknowledge that this release is
intended to be very broad and is a critical element of the Parties’
settlement.
 
 3.4It is the intention of the
Parties that the foregoing general releases shall be effective for use as a
protective bar to all BHWF Released Claims and Avey Released
Claims.  In furtherance, and not in limitation of such intention, the
general release provided for herein shall be, and shall remain in effect, as a
full and complete release, notwithstanding the later discovery or existence of
any additional or different facts or claims, without limitation.
  2
 
 3.5The Parties expressly
acknowledge that they have been advised by their respective attorneys and are
familiar with and understand the provisions of California Civil Code Section
1542, which provides as follows:
 
 A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.
 
 Party
Initials:
 
 BHWF:
_______                                                      Avey:
_______
 
 3.6The Parties hereby
voluntarily and expressly waive and relinquish each and every right or benefit
which they may have under California Civil Code Section 1542 to the full extent
that they may lawfully waive such rights.  The Parties acknowledge
that they may hereafter discover facts in addition to or different from those
which they presently know or believe to be true regarding the subject matter of
the dispute and the other matters herein released, but agree that they have
taken that possibility into account and that it is their intention hereby to
fully, finally and forever settle and release the matters, disputes and
differences, now known or unknown, suspected or unsuspected, arising out of or
in any way relating to the matters released pursuant to this
Agreement.
 
 3.7The Parties hereto
acknowledge that they expressly understand that this Agreement and the
settlement it represents (a) is entered into solely for the purpose of avoiding
any possible future expenses, burdens or distractions of litigation and (b) in
no way constitutes an admission by any party hereto of any liability of any kind
to any other party or of any wrongdoing on the part of either
Party.  In this connection, the Parties specifically deny any
liability in connection with any claims which have been made or could have been
made, or which are the subject matter of, or arise from, or are connected
directly or indirectly with or related in any way to the rights, duties and
obligations by, between, and among the parties, including, but not limited to,
any violation of any federal or state law (whether statutory or common law),
rule or regulation, and the Parties deny that a violation of any such law, rule
or regulation has ever occurred.
 
 Section 4.Miscellaneous.
 
 4.1Representations
and Warranties.  Each Party represents and warrants that each
is the sole owner of all claims, rights, demands, and causes of action that each
is relinquishing by executing this Agreement and that no other persons or
entities have any interest in such claims, rights, demands or causes of
action.
 
 4.2Representation
by Counsel.  The Parties acknowledge that they are executing
and delivering this Agreement with full knowledge of any and all rights which
they may have with respect to the claims and causes of action herein settled and
released. The Parties acknowledge that they are represented by and have
consulted with attorneys of their own choosing to the extent desired before
executing and delivering this Agreement in order to review this document and the
claims and causes of action being settled and released hereby and thereby, and
that they have had a reasonable and sufficient opportunity to do
so.
  3
 
 4.3Binding
Effect of Agreement.  This Agreement shall inure to the benefit
of the Parties and shall be binding upon the Parties, and their respective
heirs, administrators, executors, representatives, attorneys, agents,
predecessors in interest (if any), successors, affiliates, assigns and
beneficiaries.
 
 4.4Expenses
and Fees.  Each Party shall bear its own attorneys’ fees, costs
and expenses, and consultants, advisors and experts’ fees, costs and expenses,
arising or relating to the negotiation, execution, and delivery of this
Agreement.  The Parties expressly agree to waive all statutory,
contractual, and/or common law rights to recover any attorney’s fees, costs and
expenses, and consultants, advisors and experts’ fees, costs and expenses,
arising or relating to the negotiation, execution, and delivery of this
Agreement.
 
 4.5Governing
Law.  The Parties agree that the validity, effect and
construction of this Agreement as well as any rights, duties and obligations
thereunder, and any disputes concerning any of the provisions of this Agreement
or over the negotiation or execution thereof, shall be interpreted under,
governed by and construed in accordance with the laws of the State of California
without regard to conflict of law provisions.
 
 4.6Dispute
Resolution.  Any dispute between any of the Parties concerning
any of the provisions of this Agreement or the rights, duties and obligations
hereunder shall be exclusively resolved in an action or proceeding brought
against in the state or federal courts of the State of California, County of
Orange and each of the parties hereby consents to the exclusive jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein.  The
parties hereto each waive any claim that such jurisdiction is not a convenient
forum for any such action; provided, however, that each party reserves the right
to seek to remove the action or proceeding from the state court to the federal
court in such jurisdiction or vice
versa.  The prevailing party in any proceeding instituted to
resolve any dispute between any of the Parties arising out of or relating to
this Agreement shall be entitled, in addition to any award rendered, to all
reasonable attorneys’ fees, costs and expenses incurred in connection with any
such proceeding.
 
 4.7Additional
Documents.  The Parties and their counsel agree to execute all
further and additional documents and to take such other acts necessary under the
circumstances to accomplish the purposes set forth in this
Agreement.
 
 4.8Entire
Agreement; Amendments.  This Agreement and the exhibits hereto
and thereto and the documents referenced herein and therein, respectively,
constitute the entire understanding and agreement of the Parties with respect to
the subject matter hereof and thereof and supersede all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto and
thereto.  This Agreement may be amended, altered, modified or waived,
in whole or in part, only in a writing executed by all the Parties to this
Agreement.  This Agreement may not be amended, altered, modified or
waived, in whole or in part, orally.
  4
 
 4.9Severability.  In
the event that any one or more of the provisions contained in this Agreement
shall, for any reason, be declared in a legal forum to be invalid, illegal,
ineffective or unenforceable in any respect, such invalidity, illegality,
ineffectiveness or unenforceability shall not affect any other provision of this
Agreement, which Agreement shall remain in full force and effect, valid and
binding upon the Parties, and each of the provisions of this Agreement shall be
enforceable independently of any other provision of this Agreement and
independently of any other claim or cause of action.
 
 4.10Execution
in Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be considered to be an original or total copy
of the Agreement. The Agreement shall become effective only upon its execution
by all Parties hereto.  A facsimile copy of said signatures of all of
the Parties will be sufficient to make this Agreement binding on all
Parties.
 
 4.11Non-Waiver.  The
failure of any Party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver thereof or deprive
that Party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement.
 
 4.12Titles.  The
titles of the Sections of this Agreement are inserted for convenience only and
shall not affect the meaning or construction of any of the terms of this
Agreement.
 
 4.13Acknowledgment.  The
Parties acknowledge that they have read this Agreement and that they fully know,
understand, and appreciate its contents and that they have executed the same and
make the settlement and release provided for herein voluntarily and of their own
free will.
  5
 
 IN WITNESS WHEREOF, the
Parties hereto, intending to be legally bound, have each executed this Agreement
as of the date first set forth above.


BHWF:
              THE BLACKHAWK
    FUNDBy:Name:
      Frank MarshikTitle:
      President




Avey:Debbie Avey
  6