RELEASE And SETTLEMENT AGREEMENT

RELEASE

And

SETTLEMENT AGREEMENT

RECITALS:

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants of the parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.

Recitals.  The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

2.

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3.

Termination of Certain Agreements.  Pursuant to the terms and conditions of this Agreement, the Company and Enable hereby agree that the agreements set forth below shall be terminated by mutual consent of the parties thereto and shall be of no further force or effect as of the Closing Date.  The agreements set forth below and any and all claims, whether known or unknown, penalties, liquidated damages or other obligations in connection with such agreements shall be deemed settled pursuant to the terms of this Agreement.

a)

Registration Rights Agreement;

b)

Debenture;

c)

Warrants; and

d)

Purchase Agreement.

4.

Condition Precedent.  As a condition to the closing of this Agreement, the Company shall make an offering and sale of securities of the Company with aggregate proceeds to the Company of at least $250,000 (such sale with aggregate proceeds of at least $250,000, the “Raise”).  The Company shall provide immediate notice to Enable of the closing of the Raise.  For purposes of this Agreement, “Closing Date” means the date on which the Company closes the Raise.

5.     

Mutual Releases.  

(a)

(b)

Release by Enable.  In consideration of the mutual covenants and undertakings set forth herein, Enable, and each of its subsidiaries, successors, affiliates, predecessors, assigns, agents, advisors, officers, directors, employees, legal representatives, partners and all persons acting by, through or under Enable (hereafter referred to in this subpart as “Enable Releasors”) hereby release and forever discharge the Company, and each of their respective subsidiaries, successors, affiliates, predecessors, assigns, agents, advisors, employees, legal representatives, partners and all persons acting by, through or under the Company (hereafter referred to in this subpart as “Company Releasees”) of and from all obligations, actions, causes, causes of action, claims at law or in equity, suits, debts, liens, encumbrances, contracts, agreements, promises, liabilities, demands, damages, liquidating damages, penalties, losses, costs or expenses of any nature whatsoever, known 

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6.

Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

7.

Further Amendments.  All provisions in the Transaction Documents in conflict with this Agreement shall be and hereby are changed to conform to this Agreement.

8.

Authority.  The parties hereto warrant that they have the full power and authority to execute and deliver this Agreement and to perform the obligations hereunder.

9.

Assignment.  Neither this Agreement nor any right, obligation or interest hereunder or under the Debenture or other Transactional Documents shall be assignable, transferable or otherwise alienable by the Company or the Subsidiary except with the prior written consent of Enable.  This Agreement and Enable’s rights under the Debenture or other Transactional Documents, and any and all rights, obligations or interests therein, may be transferred or assigned by Enable in its discretion.  Subject to the foregoing, this Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns.

10.

Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by each of the parties hereto.  No waiver by any party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other parties shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party that is not set forth in this Agreement.

11.

Severance and Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

12.

Counterparts; Telecopied Signatures.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.  Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

13.

Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, supersedes any prior agreement by and among the parties, and may not be changed or terminated orally.  No change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party to be bound.

14.

Negotiated Agreement.  This Agreement has been negotiated and shall not be construed against the party responsible for drafting all or parts of this Agreement.

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15.

REFLECT SCIENTIFIC, INC.,

By:

/s/▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇, CEO

ENABLE OPPORTUNITY PARTNERS, LP

By:

/s/▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Managing Partner

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