SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS

Exhibit 99.2

SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS  

This Settlement Agreement and Mutual Release of Claims Agreement ("Settlement Agreement") is made and entered into as of the last date of execution of this Settlement Agreement as shown on the signature page of this Settlement Agreement (“Effective Date”) by and between PSPP Holdings, Inc., a Nevada Corporation, (“PSPP”); UC HUB Group, Inc., a Nevada Corporation, (“UCHUB”); eSafe, Inc., a Nevada Corporation, (“ESAFE”); Wilcox Family Partners, a California Limited Partnership (“WFP”); Piedmont Properties, Inc., a, Oregon corporation (“PIEDMONT”); Larry Wilcox, an individual (“WILCOX”); Leonard Gotshalk, an individual (“LEONARD”); Kyle Gotshalk, an individual (“KYLE”) and Cherish Adams, an individual (“ADAMS”) hereinafter collectively or individually referred to as the “Parties” or “Party,” respectively.

Whereas , UCHUB, et. al., filed an action in the Unites States District Court, Central District of California, Western Division, on October 18, 2007 entitled action number CV07-6776 AHM (SSx) (“The Action”); and

Whereas , the Defendants to The Action have offered and UCHUB, WILCOX and WFP have agreed to settle this dispute and to resolve The Action without the cost of continued litigation; and

Whereas , the Parties to this Settlement Agreement intend that this Settlement Agreement shall be enforceable pursuant to the California Code of Civil Procedure Section 664.6 upon any Parties’ noncompliance with the terms of this Settlement Agreement.

Now, Therefore , for and in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed by and between the Parties as follows:

  1. PSPP, UCHUB and ESAFE shall immediately enter into an agreement to rescind the Acquisition Agreement (the “Rescission Agreement”). Such Rescission Agreement shall be effective on even date hereof and shall be annexed hereto as an Exhibit and become a part of this Settlement Agreement.

  2. Subject to the conditions of this Settlement Agreement and the Rescission Agreement, the Parties to this Settlement Agreement, on their own behalf and on behalf of their respective, general and limited partners, corporate parents, subsidiaries, affiliates, officers and directors, attorneys, agents, representatives, predecessors in interest, shareholders, successors and ssigns, and each of them, hereby release and forever discharge each other, and their general and limited partners, corporate parents, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, representatives, predecessors in interest, shareholders, successors, and assigns, and each of them separately and collectively, from any and all charges, complaints, claims, liens, demands, causes of action, obligations, loans, damages and liabilities, of every kind, nature and description whatsoever, known or unknown, that the Parties to this Settlement Agreement or those joindered to this Settlement Agreement have had in the past, or now have, or may have in the future against each other, arising directly or indirectly out of, or related in any way to: (i) any claims asserted in The Action or which could have been asserted in The Action; (ii) the Acquisition Agreement; (iii) this Settlement Agreement; (iv) the agreements dated August 16, 2007 (“August 16 Agreements”); (v) or any other subsequent agreements or events pertaining to the subject matter thereof including but not limited to any and all tort, contract and statutory claims, equitable claims, and any and all claims arising under any statute, decision, executive order, court order, regulation, or ordinance, which could have been asserted or might be asserted now or in the future.

  3. The Parties to this Settlement Agreement expressly understand and acknowledge that it is possible that unknown losses or claims exist or that present losses may have been underestimated in amount or severity, and the Parties have explicitly taken this into account in determining the consideration to be provided by way of this Settlement Agreement, and a portion of said consideration, having been bargained for between the Parties with the knowledge of the possibility of such unknown claims, was given in exchange for a full accord, satisfaction and discharge of all such claims arising from or relating to The Action. Consequently, the Parties to this Settlement Agreement expressly waive all rights under California Civil Code Section 1542, which provides that:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

  4. PSPP, LEONARD, KYLE and ADAMS, on the one hand (referred to in this ¶4 only as the “Gotshalk Indemnitors”), shall individually and collectively indemnify, defend and hold harmless UCHUB, WFP and WILCOX, and any of their respective, general and limited partners, corporate parents, subsidiaries, affiliates, officers and directors, attorneys, agents, representatives, predecessors in interest, shareholders, successors and assigns, on the other hand (referred to in this ¶4 only as the “Wilcox Indemnitees”), from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses (including legal fees) resulting from or arising out of any claim, cause of action or lawsuit made, alleged or filed against the Wilcox Indemnitees, individually or as a group, arising out of or in any way connected to WILCOX’s actions or inactions as an officer, director, employee or representative of PSPP and/or ESAFE; the Acquisition Agreement; the August 16, 2007 Agreements; this Settlement Agreement; the Rescission Agreement; and/or any other agreements or events pertaining to the subject matters thereof. The Gotshalk Indemnitors shall defend and settle, at their sole expense, and through counsel of the Wilcox Indemnitees’ choosing, all suits or proceedings arising therefrom. The Wilcox Indemnitees, as the case may be, shall immediately inform PSPP and/or the Gotshalk Indemnitors, in writing of any such suit or proceeding against any of the Wilcox Indemnitees. The Wilcox Indemnitees, at their individual discretion, and without limiting the obligations of the Gotshalk Indemnitees, shall have the right to participate in the defense of any such suit or proceeding; provided however , that should an apparent conflict be deemed to have arisen between the Wilcox Indemnitees and the Gotshalk Indemnitors, the Wilcox Indemnitees pursuant to this ¶4, shall retain independent legal counsel and the Gotshalk Indemnitors shall be responsible for and shall pay for said counsel, to continue the representation and defense of the Wilcox Indemnitees.

  5. Notwithstanding the foregoing ¶4 UCHUB, WFP and WILCOX, on the one hand (referred to in this ¶5 only as the “Wilcox Indemnitors”), shall individually and collectively indemnify, defend and hold harmless PSPP, LEONARD, KYLE and ADAMS, and any of their respective, general and limited partners, corporate parents, subsidiaries, affiliates, officers and directors, attorneys, agents, representatives, predecessors in interest, shareholders, successors and assigns, on the other hand (referred to in this ¶5 only as the “Gotshalk Indemnitees”), from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses (including legal fees) resulting from or arising out of any claim, cause of action or lawsuit made, alleged or filed against the Gotshalk Indemnitees, individually or as a group, by or on behalf of a shareholder of UCHUB arising solely out of or in connection to KYLE’s or ADAMS’s actions or inactions as officers, directors, employee or representative of ESAFE; the Acquisition Agreement; this Settlement Agreement; the August 16 Agreements; or any other subsequent agreements or events pertaining to the subject matter thereof. Notwithstanding the foregoing, the indemnification granted herein in this ¶5, only applies to those UCHUB shareholders of record between May 28, 2007 and the Effective Date hereof, and only to the extent that said shareholders were not also shareholders of PSPP during the same period. The Wilcox Indemnitors shall defend and settle, at their sole expense, and through counsel of the Gotshalk Indemnitees’ choosing, all suits or proceedings arising therefrom. The Gotshalk Indemnitees, as the case may be, shall immediately inform the Wilcox Indemnitors, in writing of any such suit or proceeding against the Gotshalk Indemnitees. The Gotshalk Indemnitees, at their individual discretion, shall have the right to participate in the defense of any such suit or proceeding; provided however that should an apparent conflict be deemed to have arisen between the Gotshalk Indemnitees and the Wilcox Indemnitors, the Gotshalk Indemnitees pursuant to this ¶5, shall retain independent legal counsel and the Wilcox Indemnitors shall be responsible for and shall pay for said counsel, to continue the representation and defense of the Gotshalk Indemnitees.