Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.2






SETTLEMENT AND TRANSFER AGREEMENT

THIS AGREEMENT is dated for reference as of the 13th day
of December, 2005.

	AMONG:
	
	  
	
	        
	  
	
	XLR MEDICAL
        CORP., a Nevada corporation, having an address at Suite 3400 Park
        Place, 666 Burrard Street, Vancouver, BC, Canada V6C 3P6 

	
	        

	
	(hereinafter called the “Company")
          
	  
	
	       
      
	OF THE FIRST PART 
	
	        
	  
	AND:
	
	  
	
	        
	  
	
	PETER A. HOGENDOORN,
        of 13288 Amble Greene Place, Surrey, BC V4A 6P5

	
	        
	  
	
	(hereinafter called "Hogendoorn")
          
	  
	
	       
      
	OF THE SECOND PART 


WHEREAS:

	
      A. 
	
      The Company is indebted to Hogendoorn in the amount of
      $50,630.74 (the “Indebtedness”). 


	  	  
	B. 	Hogendoorn has resigned as a director and
      officer of the Company. 
	  	  
	
      C. 
	
      Hogendoorn is the registered owner of 2,250,000 shares of
      the Company’s common stock. 


	  	  
	
      D. 
	
      The parties wish to resolve all matters outstanding
      between them, including but not limited to, matters relating to the
      Indebtedness and any other liabilities of the Company to
  Hogendoorn.





NOW THEREFORE for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

	
      1. 
	
      Hogendoorn agrees to remise, release and forever
      discharge the Company and its directors, officers, servants and agents
      (collectively, the “Releasees”) from any and all actions, causes of
      action, suits, debts, dues, sums of money, claims, demands and obligations
      whatsoever, at law or in equity, and whether known or unknown, suspected
      or unsuspected, which Hogendoorn has or may in the future have against the
      Releasees or any of them, including, but not limited to, any and all
      actions, causes of action, suits, debts, dues, sums of money, claims,
      demands and obligations in connection with the Indebtedness. 







	  	  
	
      2. 
	
      Hogendoorn agrees to transfer to the Company 2,000,000
      shares of the Company’s common stock registered in Hogendoorn’s name (the
      “Company Shares”). 




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	3. 	
      Hogendoorn represents and warrants to the Company
      that:

	 	 	 
		(a) 	
      he has good and marketable title to the Company Shares as
      the legal and beneficial owner thereof, free and clear of all claims,
      charges, mortgages, liens, security interests, pledges, encumbrances and
      demands whatsoever;

	 	 	 
		(b) 	
      he has the right and authority to enter into this
      Agreement on the terms and conditions herein set forth and to transfer the
      legal and beneficial title and ownership of the Company Shares to the
      Company; and

	 	 	 
		(c) 	
      no person has any right, agreement or option, or any
      right or privilege (whether legal, beneficial, court ordered, pre-emptive,
      contractual or otherwise) capable of becoming a right, agreement or
      option, for the purchase or acquisition, directly or indirectly, of the
      Company Shares (or any portion thereof).




	
      4. 
	
      Hogendoorn acknowledges that his Options to acquire
      shares of the Company have expired and can no longer be exercised.
  


	  	  
	
      5. 
	
      Hogendoorn acknowledges that this Agreement has been
      prepared by O’Neill Law Group PLLC acting on behalf of the Company only
      and that he has been advised to obtain independent legal advice.




	  	  
	
      6. 
	
      Time shall be of the essence of this Agreement.


	  	  
	
      7. 
	
      This Agreement supersedes any prior written or oral
      agreements or understandings between the parties relating to the subject
      matter hereof. 


	  	  
	
      8. 
	
      No modification or amendment of this Agreement shall be
      valid unless in writing and signed by or on behalf of the parties hereto.
      


	  	  
	
      9. 
	
      A waiver of the breach of any term or condition of this
      Agreement shall not be deemed to constitute a waiver of any subsequent
      breach of the same or any other term or condition. 



	  	  
	
      10. 
	
      This Agreement is intended to be performed in accordance
      with, and only to the extent permitted by, all applicable laws,
      ordinances, rules and regulations. If any provision of this Agreement, or
      the application thereof to any person or circumstance, shall, for any
      reason and to any extent, be held invalid or unenforceable, such
      invalidity and unenforceability shall not affect the remaining provisions
      hereof and the application of such provisions to other persons or
      circumstances, all of which shall be enforced to the greatest extent
      permitted by law. 






	  	  
	
      11. 
	
      This Agreement shall ensure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns. 




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      12. 
	
      This Agreement may be executed in one or more
      counter-parts, each of which so executed shall constitute an original and
      all of which together shall constitute one and the same agreement.
  





IN WITNESS WHEREOF the parties have executed this
Agreement as of the day first above written.

XLR MEDICAL CORP.
by its authorized signatory:

/s/ Logan B. Anderson
Authorized Signatory

SIGNED, SEALED AND DELIVERED
BY PETER A.
HOGENDOORN
in the presence of:

	________________________________  	 	/s/ Peter A.
      Hogendoorn 	(seal) 
	Signature 	 	PETER A. HOGENDOORN 	  
	________________________________	 	 	 
	Name 	 	  	  
	________________________________	 	 	 
	Address 	 	  	  


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