SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made effective as of the10 ^th   day             of February, 2009 (the “Effective Date”) between City Loan, Inc., a Nevada corporation (the “Company”), William R. Atkinson and Associates, Inc. (“WRA&A”), and William R. Atkinson (“Atkinson” and hereinafter with WRA&A called the “Atkinson Parties”).

A. In March 2008, WRA&A and the Company entered into a consulting agreement providing for the terms and conditions of Atkinson’s employment as Chief Executive Officer (“CEO”) of the Company (the “Consulting Agreement”).

B. Atkinson has been the CEO of the Company from April 14, 2008 until the Effective Date.

C. WRA&A is ending its employment relationship with the Company and Atkinson is concurrently resigning as Chief Executive Officer of the Company, and from all other positions he has with the Company.

D. In recognition of the past services of the Atkinson Parties to the Company and the Atkinson Parties willingness to provide the Company with the covenants provided herein, the Atkinson Parties and the Company desire to amicably conclude the Atkinson Parties employment with the Company and its affiliates on the terms set forth in this Agreement.

In consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned parties, intending to be legally bound, agree as follows:

1. Resignation from Officer Positions .   Atkinson hereby resigns as Chief Executive Officer of the Company and from all other positions he has with the Company and its affiliates, in each case as of the Effective Date.  Any employment relationships the Atkinson Parties have with the Company and its affiliates, including that certain Consulting Agreement, are also concluded and deemed to be terminated as of the Effective Date.

2. Severance Payments .   Subject to the Atkinson Parties continuing compliance with all the terms of this Agreement, the Company shall pay WRA&A an aggregate of $3,000.00, representing a one-time cash payment to WRA&A by the Company (the “Severance”).  The Severance shall be payable in accordance with the Company’s customary payroll practices and shall be reduced by all appropriate tax withholdings and other customary payroll deductions.

3. Mutual Release of Claims .

(a) The Atkinson Parties, and anyone claiming through the Atkinson Parties or on the Atkinson Parties behalf, agree to release the Company and the other Released Parties (as defined below) with respect to any and all claims, whether currently known or unknown, that the Atkinson Parties now have, have ever had, or may ever have against the Company and any of the other Released Parties arising from or related to any agreement, act, omission, or thing occurring or existing at any time prior to the Effective Date.  Without limiting the foregoing, the claims released by the Atkinson Parties hereunder include, but are not limited to:

(i) All claims for or related in any way to the Atkinson Parties employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims for salary, bonus, severance pay, vesting of options or any other compensation or benefit whether under an employment agreement, any other agreement, any Company policy, plan or program or otherwise;

(ii) All claims that were or could have been asserted by the Atkinson Parties or on the Atkinson Parties behalf:  (a) in any federal, state, or local court, commission, or agency; (b) under any common law theory; or (c) under any employment, contract, tort, federal, state, or local law, regulation, ordinance, constitutional provision, or executive order; and

(iii) All claims that were or could have been asserted by the Atkinson Parties or on the Atkinson Parties behalf arising under any of the following laws, as amended from time to time:  the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, or any other related laws, rules and regulations enacted in the State of Nevada.

(b) The Company and the Released Parties agree to release the Atkinson Parties and their heirs and assigns with respect to any and all claims, whether currently known or unknown, that the Company and the Released Parties now have, have ever had, or may ever have against the Atkinson Parties arising from or related to any agreement, act, omission, or thing occurring or existing at any time prior to the Effective Date. The only exception shall be that this release shall not prohibit the Company with respect to any criminal or fraudulent acts or omissions by the Atkinson Parties that are unknown by the Company as of the Effective Date.

(c) Specifically, but without limiting the foregoing, the Atkinson Parties hereby waive any rights or claims they may have pursuant to the Age Discrimination in Employment Act of 1967, as amended (the “Act”) and under the laws of any and all jurisdictions, including without limitation, the United States.  The Atkinson Parties recognize that they are not waiving any rights or claims under the Act that may arise after the date that they execute this Agreement and Release. Other than the sums and benefits set forth in this Agreement and Release, there are no other sums payable to the Atkinson Parties by the Released Parties. In addition, the Atkinson Parties agree that there will be no reinstatement or re-employment with the Released Parties and agree not to bring any claim based upon the failure or refusal of any of the Released Parties to employ him hereafter.

(d) The Atkinson Parties acknowledge that they have read and understand Section 1542 of the California Civil Code: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Atkinson Parties hereby expressly waive and relinquish all rights and benefits under Section 1542 and any law of any jurisdiction of similar effect with respect to his release of any unknown or unsuspected claims.

(e) The term “Released Parties” as used in this Agreement includes: (i) the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (ii) the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed in subpart (i) above; and (iii) the predecessors, successors, and assigns of each entity listed in subparts (i) and (ii) above.

(f) The Atkinson Parties and the Company acknowledge and agree that the releases provided in this Section 3 shall not apply to (i) breaches of the terms of this Agreement (ii) vested benefits under any employee welfare plan, including without limitation, 401(k), health and welfare plans, (iii) any rights to indemnification under applicable statutes, bylaws or contracts which existed prior to the date of this Agreement or as the same may in the future be expanded, and (iv) rights under COBRA, workmen’s compensation plans and HIPPA (Health Insurance Protection Portability Act).

(g) By signing this Agreement, the Atkinson Parties hereby acknowledge that: (i) the waiver and release specified herein do not apply to any rights or claims that may arise after the date the Atkinson Parties sign this Agreement or with respect to their rights hereunder; (ii) the Atkinson Parties have the right to consult with an attorney prior to signing this Agreement; (iii) the Atkinson Parties have twenty-one (21) days to consider this Agreement (although they may choose to sign it earlier); and (iv) the Atkinson Parties have seven (7) days after they sign this Agreement to revoke it.

4. Mutual Covenant Not-to-Sue .

(a) The Atkinson Parties covenant and agree not to file or initiate a lawsuit against any of the Released Parties in regard to any claims, demands, causes of action, suits, damages, losses and expenses released herein, arising from acts or omissions of the Company occurring on or before the Effective Date, and the Atkinson Parties will ask no other person or entity to initiate such a lawsuit on their behalf.  If the Atkinson Parties breach this covenant and agreement, the remaining payments and benefits, if any, to be paid to the Atkinson Parties under Sections 2 and 3 shall immediately terminate, and the Atkinson Parties shall indemnify and hold harmless the Company and any of the Released Parties from any and all costs incurred by any and all of them, including their reasonable attorneys’ fees, in defending against such lawsuit.

(b) The Company covenants and agrees not to file or initiate a lawsuit against the Atkinson Parties in regard to any claims, demands, causes of action, suits, damages, losses and expenses released herein, arising from acts or omissions of the Atkinson Parties occurring on or before the Effective Date, and the Company will ask no other person or entity to initiate such a lawsuit on its behalf. The only exception shall be that this covenant-not-to-sue shall not prohibit the Company with respect to any criminal or fraudulent acts or omissions by the Atkinson Parties that are unknown by the Company as of the Effective Date. If the Company breaches this covenant and agreement, the Company shall indemnify and hold harmless the Atkinson Parties from any and all costs incurred by them, including his reasonable attorneys’ fees, in defending against such lawsuit.

5. No Proceedings Initiated .   The Atkinson Parties represent and warrant that neither they nor anyone acting on their behalf has filed or initiated any charge or claim against the Company in any administrative or judicial proceeding.  The Company represents and warrants t