SETTLEMENT
      AND RELEASE AGREEMENT

    


    This
      Settlement and Release Agreement (“Agreement”) is entered into and dated
      effective as of this 21st day of August, 2007 by and between Feldman Weinstein
      & Smith, LLP (“Creditor”) and Catalyst Lighting Group, Inc., a Delaware
      corporation (“Catalyst”). 

    


    RECITALS


    


    WHEREAS,
      Creditor acknowledges that Catalyst owes Creditor $21,917.19 for services
      previously rendered by Creditor to Catalyst (“Account Payable”); 

    


    WHEREAS,
      Catalyst has insufficient financial resources to pay Creditor the Account
      Payable;

    


    WHEREAS,
      Catalyst intends to file with the U.S. Securities and Exchange Commission
      (“SEC”) to become a reporting company under the Securities Exchange Act of 1934,
      as amended (“Exchange Act”) after the audit of Catalyst’s financial statements
      is completed; 

    


    WHEREAS,
      after becoming a reporting company under the Exchange Act, Catalyst intends
      to
      seek to effect a business combination with a corporation or other business
      entity with current business operations in a reverse merger or reverse takeover
      transaction (“Reverse Merger”); 

    


    WHEREAS,
      in order to pursue a Reverse Merger, Catalyst needs to pay, settle and/or
      satisfy all of its liabilities and obligations; 

    


    WHEREAS,
      Creditor and Catalyst desire to settle and satisfy all claims, liabilities
      and
      obligations between them including, without limitation, the Account Payable
      pursuant to the terms and conditions hereof;

    


    WHEREAS,
      Creditor and Catalyst further desire to terminate and cancel all contracts
      and
      agreements between them, whether oral or written, without further liability
      or
      obligation on behalf of either of them, pursuant to the terms and conditions
      of
      this Agreement; and

    


    WHEREAS,
      Creditor and Catalyst further desire to release each other from any and all
      liabilities and obligations of any kind or nature, whether known or unknown,
      pursuant to the terms and conditions of this Agreement;

    


    AGREEMENTS

    


    Now,
      Therefore,
      in
      consideration of the above recitals, the following representations, warranties,
      covenants and conditions, and other good and valuable consideration, the receipt
      of which is acknowledged, the parties agree as follows:

    


    1. Termination
      of Agreements.
      Subject
      only to the issuance of securities by Catalyst to Creditor as set forth in
      Section 3 hereof, Catalyst, on the one hand, and Creditor, on the other hand,
      each hereby: (i) mutually terminate and cancel any and all agreements and
      contracts (whether oral or written) between Catalyst, on the one hand, and
      Creditor, on the other hand, pertaining to any matters between such parties
      (“Contracts”), and (ii) release each other from any further liability and
      obligations under the Contracts. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. Waiver
      and Release.
      Subject
      only to the issuance of securities by Catalyst to Creditor as set forth in
      Section 3 hereof, Catalyst, on the one hand, and Creditor, on the other hand,
      each hereby waive, and forever and irrevocably release and discharge the other
      party and its respective successors and assigns, and their respective past
      and
      present officers and directors, employees, shareholders, members, consultants,
      attorneys, accountants, other professionals, insurers, agents and all other
      related entities, including, but not limited to, assigns, predecessors,
      successors, controlling corporations, subsidiaries or other affiliates, from
      all
      liabilities and obligations owed by either party to the other party, and from
      any and all claims, demands, and causes of action of every kind and nature,
      including, without limitation, the Account Payable, those relating to or arising
      out of any federal, state or local laws, and common law, claims for advances
      or
      other loans, claims for unpaid fess, interest, penalties, expense reimbursement
      or other compensation, claims for fees or expenses for services rendered;
      provided, however, that nothing contained herein shall be construed to limit
      in
      any way the rights of either party, and their successors and assigns, to enforce
      the terms of this Agreement. Further, each party irrevocably
      agrees to refrain from directly or indirectly asserting any claim or demand
      or
      commencing (or causing to be commenced) any suit, action, or proceeding of
      any
      kind, in any court or before any tribunal, against the other party based upon
      any released claim. 

     

    3. Issuance
      of Securities.
      In full
      satisfaction of all obligations and liabilities of Catalyst owed to Creditor,
      including, without limitation, the Account Payable, Catalyst hereby agrees
      to
      issue to Creditor a total of 212,668 shares of Catalyst’s common stock
      (“Shares”). The Shares shall be issued pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (“Securities Act”),
      and the certificates representing the Shares shall contain the restrictive
      legend under the Securities Act. Prior to the issuance of the Shares, Creditor
      shall deliver to Catalyst a representation letter with respect to the issuance
      of the Shares, which shall be in the form attached hereto as Exhibit A. The
      Shares will be entitled to piggyback registration rights as set forth in the
      Registration Rights Agreement, the form of which is attached hereto as Exhibit
      B
      (“Registration Rights Agreement”). 

    


    4. Representations
      and Warranties of Catalyst.
      Catalyst represents and warrants to Creditor that: (i) on the date of this
      Agreement, Catalyst has all necessary authority to execute this Agreement;
      (ii)
      there is no claim, action, suit or other proceeding pending, threatened or
      known, which, if decided adversely, would interfere with the consummation of
      the
      transaction contemplated hereby; (iii) no approval or consent of any
      governmental authority or third party is required for Catalyst to enter into
      or
      perform this Agreement; (iv) this Agreement is enforceable in accordance with
      its terms, subject to the laws of insolvency and general principles of equity;
      and (v) this Agreement has been duly authorized and adopted by
      Catalyst.

    


    5. Representations
      and Warranties of Creditor.
      Creditor represents and warrants to Catalyst that: (i) on the date of this
      Agreement, Creditor has all necessary authority to execute this Agreement;
      (ii)
      there is no claim, action, suit or other proceeding pending, threatened or
      known, which, if decided adversely, would interfere with the consummation of
      the
      transaction contemplated hereby; (iii) no approval or consent of any
      governmental authority or third party is required for Creditor to enter into
      or
      perform this Agreement; and (iv) this Agreement is enforceable against Creditor
      in accordance with its terms, subject to the laws of insolvency and general
      principles of equity. 

    


    6. Delivery
      and Cooperation.
      If
      either party requires any further documentation (including, without limitation,
      any UCC termination filings), the other party will promptly respond to any
      reasonable requests for additional documentation.

     

    
      
         

      

      
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    7. Miscellaneous.

    


    (a) Successors
      and Assigns.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns. 

    


    (b) Survival
      of Covenants and Representations.
      All
      agreements, covenants, representations and warranties made by the parties herein
      shall survive the delivery of this Agreement. 

    


    (c) Severability.
      Should
      any part of this Agreement for any reason be declared invalid or unenforceable,
      such decision will not affect the validity or enforceability of any remaining
      portion, which remaining portion will remain in force and effect as if this
      Agreement had been executed with the invalid portion thereof eliminated, and
      it
      is hereby declared as the intention of the parties hereto that the parties
      would
      have executed the remaining portion of this Agreement without including therein
      any such part or portion that may, for any reason, be hereafter declared invalid
      or unenforceable.

    


    (d) Governing
      Law and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to choice of law principles. 

    


    (e) Captions.
      The
      descriptive headings of the various Sections or parts of this Agreement are
      for
      convenience only and shall not affect the meaning or construction of any of
      the
      provisions hereof.

    


    (f) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties hereto concerning
      the subject matter contained herein, and supersedes all prior agreements or
      understanding of the parties. No provision of this Agreement may be waived
      or
      amended except in a writing signed by both parties. A waiver or amendment of
      any
      term or provision of this Agreement shall not be construed as a waiver or
      amendment of any other term or provision.

    


    (g) Counterparts.
      This
      Agreement may be executed by facsimile or electronic signatures and in multiple
      counterparts, each of which shall be deemed an original. It shall not be
      necessary that each party executes each counterpart, or that any one counterpart
      be executed by more than one party so long as each party executes at least
      one
      counterpart. 

    


    (h) Arbitration.
      All
      disputes, controversies or claims (“Disputes”)
      arising out of or relating to this Agreement shall in the first instance be
      the
      subject of a meeting between a representative of each party who has
      decision-making authority with respect to the matter in question. Should the
      meeting either not take place or not result in a resolution of the Dispute
      within twenty (20) business days following notice of the Dispute to the other
      party, then the Dispute shall be resolved in a binding arbitration proceeding
      to
      be held in New York, New York in accordance with the international rules of
      the
      American Arbitration Association. The arbitrators may award attorneys’ fees and
      other related arbitration expenses, as well as pre- and post-judgment interest
      on any award of damages, to the prevailing party or parties, in their sole
      discretion. The parties agree that a panel of three arbitrators shall be
      required, all of whom shall be fluent in the English language, and that the
      arbitration proceeding shall be conducted entirely in the English language.
      Any
      award of the arbitrators shall be deemed confidential information for a minimum
      period of five years.

     

    
      
         

      

      
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    [Remainder
      of this page intentionally left blank.]


    


    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first written
      above.

     

    
      	 	 	 
	 	CATALYST LIGHTING GROUP,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Dennis Depenbusch 
	 	
              
Dennis
              Depenbusch, CEO


    

     

    
      
        	 	 	 
	 	CREDITOR: 
	 	 
	 	Feldman Weinstein & Smith, LLP
	 
 	 
 	 
 
	
              	By:  	 /s/
                David Feldman 
	 	
                

                Name:
                  David Feldman

                


                Title:
                  Managing Partner

              


      

         

    

    
      
         

      

      
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    Exhibit
      A
      - Creditor Investor Representation Letter

    


    Exhibit
      B
      - Registration Rights Agreement

     

    
      
         

      

      
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