SETTLEMENT AGREEMENT

1.   Payment .  Subject to all the conditions, covenants, obligations, and restrictions of this Agreement, TFI agrees to pay the following to Mr. Kittrell in complete settlement of any and all amounts due or payable by the Company to Mr. Kittrell:

(a)   Cash .  Twenty Thousand Dollars ($20,000.00) in cash;

(b)   Shares of Xpention .  All of the outstanding shares of capital stock of Xpention, Inc., a Colorado corporation (collectively, the “Xpention Shares”); and

(c)   Shares of TFI .  Five Hundred Thousand (500,000) shares of common stock of the Company (collectively, the “TFI Shares”), subject to any adjustments as provided in Section 2 .

2.   Adjustments . Mr. Kittrell understands that the number of TFI Shares receivable pursuant to this Agreement shall be subject to adjustment from time to time upon the happening of certain events as follows:

(a)   Adjustment for Reclassification, Reorganization or Merger .  In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company on or after the date hereof, or in case, after such date (but prior to the issuance of the TFI Shares to Mr. Kittrell), the Company shall merge with or into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case Mr. Kittrell, at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall hold such number of TFI Shares (as adjusted for such reclassification, change, reorganization, merger, or conveyance) in equal  proportion with all other shareholders of the Company immediately prior to the consummation of such reclassification, change, reorganization, merger, or conveyance.

(b)   Stock Splits and Reverse Stock Splits .  If at any time on or after the date hereof but prior to the issuance of the TFI Shares to Mr. Kittrell, the Company shall subdivide its outstanding shares of common stock into a greater number of shares, the number of the TFI Shares subject to this Agreement shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof (but prior to the issuance of the TFI Shares to Mr. Kittrell) the outstanding number of shares of common stock of the Company shall be combined into a smaller

3.   Condition .  The obligation of the Company to provide the consideration set forth in Section 1 of this Agreement is expressly conditioned upon the Company receiving the written resignation of Mr. Kittrell as an officer and a director of TFI.

4.   Acknowledgment .  Mr. Kittrell hereby acknowledges that the payments and other consideration provided in this Agreement constitutes full and complete payment to him of all sums, expenses, entitlements, or other amounts from the Company.  Mr. Kittrell further acknowledges that he is not entitled to any other payments from the Company otherwise than as provided in Section 1 above.

5.   No Admission of Liability .  Neither this Agreement nor anything contained herein, nor any action taken by any Party hereunder shall be construed as evidence of the validity of any claims nor an admission of the same by any such Party.

6.   Representations and Undertakings of Mr. Kittrell .  Mr. Kittrell, by signing this Agreement, herby makes the following representations and undertakings to the Company:

(a)   Grant of Repurchase Option .  Mr. Kittrell hereby grants to the Company the right and option, for the one (1) year period following the date of this Agreement, to repurchase and reacquire, for $20,000, the greater of:

(i)   twenty percent (20%) of the Xpention Shares issued to Mr. Kittrell hereunder; or

(ii)   a number of the Xpention Shares issued to Mr. Kittrell hereunder equal to twenty percent (20%) of the issued and outstanding shares of Xpention, Inc. (as calculated on a fully-diluted basis).

(b)   No Obligations to Related Parties .  Mr. Kittrell represents and warrants to the Company that, following the consummation of the acts and actions contemplated by this Agreement, that there will be no other obligations by the Company to him (save payment of the  exercise price of the option as described in subsection (a) of this Section 6 ) or to any other person or organization affiliated with him in any manner whatsoever.

(c)   Access to Information; Independent Investigation .  Mr. Kittrell, in making the decision to enter into this Agreement and receive the Xpention Shares and the TFI Shares (collectively, the “Shares”), has relied upon independent investigations made by him or his representative, if any, and Mr. Kittrell or his representative have, prior to the date of this Agreement, been given access and the opportunity to ask questions of and to receive answers from, the Company and Xpention, Inc. (collectively, the “Issuers”) or any person acting on behalf of the Issuers concerning the books and records of the Issuers, all material contracts and documents of the Issuers, and the terms and conditions of the transactions contemplated by this Agreement.  Mr. Kittrell or his representative have been furnished with all materials relating to the business, finances, and operation of the Issuers and Mr. Kittrell or his representative has received complete and satisfactory answers to any and all inquiries relating thereto.

(d)   Acquisition of Shares Entirely for Own Account .  Mr. Kittrell represents that the Shares are being acquired by Mr. Kittrell for his own account, not as a nominee or agent, and not