SEPARATION AND RELEASE AGREEMENT

This SEPARATION AND RELEASE AGREEMENT (this "Agreement") is made and entered into by and between Exobox Technologies Corp., a Nevada corporation (the "Company"), and Robert B. Dillon ("Executive") on and as of this 6th day of May, 2009.  The Company and Executive are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

WHEREAS, Executive was the Chairman of the Board and Chief Executive Officer of the Company;

WHEREAS, the Executive and the Company desire to terminate the employment relationship between the Executive and the Company effective as of May 6, 2009; and

WHEREAS, it is the desire of the Company and Executive that they enter into a written agreement in order to confirm and establish their respective rights, duties, and obligations, to resolve any and all claims and differences that may exist or that in the future may arise, and generally to provide mutual releases to one another from any and all claims or other matters as set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing premises and the consideration more fully set forth hereinafter, and intending to be legally bound hereby, the Parties mutually agree as follows:

1.         COMPANY REFERENCES.   All references used herein to the "Company" shall refer to Exobox Technologies Corp. and its subsidiaries and affiliates and the successors of the Company and its subsidiaries and affiliates.

2.         TERMINATION DATE.   The employment relationship between Executive and the Company shall terminate and cease as of the close of business on May 6, 2009 (the "Termination Date"), and neither party shall have any further rights or obligations with respect to or arising from such employment relationship except as provided herein.  Effective as of the Termination Date, Executive hereby tenders, and Company accepts, Executive's resignation from any and all board seats, offices and positions that Executive may hold with the Company.

3.         SEVERANCE BENEFITS.   The Company will pay to Executive $300,000, which payment shall be made in twelve (12) equal payments of $25,000 each on the 15 th day of each calendar month beginning on May 15, 2009 and ending on April 15, 2010.  These severance payments shall be subject to withholding for payroll taxes only and no withholding shall be made for federal income taxes.  Executive agrees that he will timely pay all federal income taxes owed from his receipt of the severance payments. Executive will defend and indemnify the Company from and against any and all claims, lawsuits, actions, proceedings or the like against the Company for failure to comply with his covenant contained in the immediately preceding sentence (and will bear all costs in connection with such indemnification and defense).  At the Company’s option, in its sole and absolute discretion, the Company can make all or any portion of the severance payments (net of withholding amounts) under this Section 3 by issuing to Executive shares of its common stock valued at $0.06 per share.   In the event that Executive revokes this Agreement within the seven-day revocation period referred to at the end of this Agreement, the Company and any other parties that would otherwise have been released under Section 6 hereof and Section 7 hereof shall be entitled to set-off against any claims, or judgments in favor of, Executive amounts paid hereunder.  In addition, from the date hereof until the earlier to occur of (i) May 5, 2010 and (ii) the date on which Executive becomes eligible to receive health insurance benefits from another employer on substantially the same or better terms than he is receiving from the Company hereunder (the “Coverage Period”), Executive shall be entitled to continue to receive the health insurance benefits, at the same cost to Executive, to which he was entitled and was receiving immediately before the Termination Date.  If because of limitations required by third parties or imposed by law, the Executive cannot be provided such health insurance benefits through the Company's plans during the Coverage Period, then, during the Coverage Period, the Company will instead pay that portion of Executive’s COBRA premiums necessary to keep the costs to Executive the same as they were immediately before the Termination Date.  Except as specifically provided in this Agreement, no other amounts will be payable by Company to Executive resulting from his termination of employment.

In connection with Executive’s agreement to give the Company the option to make all or any portion of the severance payments (net of withholding amounts) under this Section 3 by issuing to Executive shares of its common stock, the Executive hereby represents and warrants to the Company as follows: (A) the Executive is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (B) the Executive understands that the shares of Company common stock that he will receive (the “Severance Shares”) will not be issued pursuant to a transaction registered under the Securities Act and will therefore be “restricted securities” under Rule 144 promulgated under the Securities Act (“Rule 144”); and (C) the Executive agrees that he will fully comply with Rule 144 in connection with any resale of the Severance Shares by him.

4.         LOANS FROM EXECUTIVE; VOTING AGREEMENT.   The Parties acknowledge that the Company is currently indebted to Executive in the principal amount of $101,000 for one or more promissory notes with a zero interest rate (the “Notes”) and $25,000 accrued but unpaid back pay owed Executive as described in the Company’s SEC filings (the “Back Pay Obligation”).  The Company reaffirms its obligations under the Notes and the Back Pay Obligation and agrees that such obligations are not being released by Executive hereunder.  Executive hereby agrees to extend the maturity date of the Notes and the payment of the Back Pay Obligation to May 31, 2010 and further agrees to execute and deliver to the Company amendments to the Notes consistent with the foregoing.

Executive hereby agrees that for a period of one year from the date hereof, he and Michael G. Wirtz (who is executing a similar Separation and Release Agreement concurrently herewith with this same provision) will vote all of their Control Shares (as defined below) with respect to the Specified Stockholder Actions (as defined below) as of the record date for the vote on the Specified Stockholder Actions in accordance with the instructions of the Board of Directors of the Company as conveyed to Executive in writing by the Chief Executive Officer of the Company or the Chairman of the Board of the Company.  For the purposes hereof, the term “Control Shares” shall mean those shares of common stock of the Company that Executive, on the one hand, and Mr. Wirtz, on the other hand, own or hold, of record and/or beneficially (including, without limitation, any shares over which Executive, on the one hand, and Mr. Wirtz, on the other hand, has voting control), including, without limitation, in the case of Executive, those shares owned or held by First Brampton Corporation.  For the purposes hereof, the term “Specified Stockholder Actions” shall mean (i) the election of one or more directors, (ii) the removal of one or more directors, (iii) the approval of an amendment to the Company’s charter as required to increase the number of shares of the Company’s common stock that can be issued and (iv) any action that requires the approval of more than 51% of the outstanding shares of the Company’s common stock.  Executive further agrees that, for a period of one year from the date hereof, he will not relinquish voting control over any of his current and hereafter acquired Control Shares except in connection with the bona fide sale of such shares to an unaffiliated third party.  Executive further acknowledges and agrees that this provision (together with the same provision in Mr. Wirtz’s Separation and Release Agreement) is intended to constitute a voting “agreement” under Subsection 3 of Section 78.365 of the Nevada Revised Statutes.

5.         WELFARE BENEFIT PLAN CONTRIBUTIONS AND ACCRUALS.   After the Termination Date, except as provided in Section 3 hereof, the Company shall not be obligated to continue, pay for, or provide Executive's health, dental, disability, life insurance and any other "welfare benefits" (as such term is defined under Section 3(1) of ERISA) or fringe benefits or perquisites.

6.       RELEASE AND WAIVER OF CLAIMS BY EXECUTIVE.   For good and valuable consideration, including the Company's agreements contained in Section 3 hereof and elsewhere herein, the Executive hereby releases, discharges and forever acquits the Company, its affiliates and the past, present and future stockholders, members, partners, directors, managers, employees, agents, attorneys, heirs, legal representatives, successors and assigns of the foregoing, in their personal and representative capacities (collectively, the "Company Parties" or singularly, a “Company Party”), from liability for, and hereby waives, any and all claims, damages, punitive damages, attorneys’ fees and causes of action of any and every kind, whether in contract or in tort, known or unknown, matured or unmatured, at law or in equity, including, but not limited to, any and all claims for breach of contract, breach of fiduciary duty, torts, intentional torts, negligence, gross negligence and claims arising under or by virtue of any state or federal statute or constitution, for all actions and/or inactions by the Company occurring on or before the effective date of this Agreement, including, but not limited to, all matters related to, Executive's employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter with respect to the Executive's employment with the Company on or prior to the date of this Agreement including without limitation any alleged violation through the date of this Agreement of (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended; (iv) Section 1981 through 1988, and Section 2000 et seq ., of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the Fair Labor Standards Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Worker Adjustment and Retraining Notification Act of 1988; (xi) the Sarbanes-Oxley Act of 2002, as amended; (xii) the Equal Pay Act, as amended; (xiii) the National Labor Relations Act, as amended; (xiv) the Family and Medical Leave Act, as amended; (xv) the Older Workers Benefit Protection Act, as amended; (xvi) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (xvii) the Health Insurance and Portability Accountability Act of 1996, as amended; (xviii) 29 U.S.C. Section 201 et seq. ; (xix) 29 U.S.C. Section 206; (xx) 29 U.S.C. Section 1001, et. seq.; (xxi) the Texas Health and Safety Code, (xxii) the Texas Payday Act, (xxiii) the Texas Commission on Human Rights Act, (xxiv) the Texas Labor Code (including but not limited to Chapters 21, 61 and 451thereof), (xxv) any other state or federal employment or civil rights act or provision of law, and any and all claims for severance pay or benefits under any compensation or employee benefit plan, program, policy, contract or other arrangement; (xxvi) any other state anti-discrimination law; (xxvii) any other state wage and hour law; (xxviii) any other local, state or federal law, regulation, or ordinance; (xxix) any public policy, contract, tort, or common law claim; (xxx) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters; (xxxi) any and all rights, benefits, or claims the Executive may have under any employment contract, incentive compensation plan, or stock option plan with any Company Party, or to any ownership interest in any Company Party; and (xxxii) any claim for compensation or benefits of any kind (collectively, the "Released Claims").  The foregoing release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious.  Rather, the Executive is simply agreeing that, in exchange for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that the Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived.  By signing this Agreement, the Executive is bound by it.  Anyone who succeeds to the Executive's rights and responsibilities, such as heirs or the executor of the Executive's estate, is also bound by this Agreement.  The foregoing release also applies to any claims brought by any person or agency or class action under which the Executive may have a right or benefit.   THE FOREGOING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

The Executive affirms that he has not filed, caused to be filed, and presently is not a party to, any claim, complaint, or action against the Company in any forum or form.  The Executive further affirms that, except as set forth in Section 4 hereof, he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to him.  The Executive furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993.  The Executive agrees not to bring or join any lawsuit against any of the Company Parties in any court relating to any of the Released Claims.  The Executive represents that he has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any   court or before any government agency and has made no assignment of any rights the Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.  If the Executive brings or joins any lawsuit against any of the Company Parties in any court (except as   necessary to protect the Executive's rights under this Agreement or with respect to the Executive's entry into this release) relating to any of the Released Claims, and the Executive is the prevailing party in such lawsuit, the Executive shall be obligated to return to the Company all amounts paid to the Executive under this Agreement, to the extent permitted under applicable law and ordered by the court.  Further, if the Executive violates the covenant not to sue set forth in this paragraph, the Executive shall be required to