UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 8-K



CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


August 17, 2010

(Date of Report: Date of earliest event reported)



Reflect Scientific, Inc.

(Exact name of registrant as specified in its charter)



Utah

000-31377

87-0642556

(State or other jurisdiction  (Commission File Number)  (IRS Employer ID No.)

     of incorporation)



1270 South 1380 West, Orem, Utah 84058

 (Address of principal executive office)


Registrant's telephone number, including area code: (801) 226-4100



NA

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.



Item 1.01 Entry into a Material Definitive Agreement


On August 17, 2010, Reflect Scientific, Inc. (“Reflect”) concluded a Release and Settlement Agreement with Enable Growth Partners LP and Enable Opportunity Partners LP (“hereinafter referred to collectively as “Enable”) and Pierce Diversified Strategy Master Fund LLC (“Pierce”) for the satisfaction of the debentures and warrants purchased by Enable and Pierce on June 29, 2007.


The agreement provides that, upon making a sale of securities with aggregate proceeds to Reflect of at least $300,000, Reflect will make payment of $285,000 to Enable and $15,000 to Pierce, a combined total cash payment of $300,000. Reflect will also issue 1,140,000 shares of its restricted common stock to Enable and 60,000 shares of its restricted common stock to Pierce, for a combined stock issuance of 1,200,000 shares of restricted common stock.


Enable and Pierce have agreed that, upon receipt of the  consideration specified above, they will release Reflect from any and all claims relating to the debentures, including penalty and accrued interest, registration rights, warrants and purchase agreements, and any other claim which they may have against Reflect.


ITEM 9.01 Financial Statements and Exhibits


(d) Exhibits.


Exhibit Number

Title

10.1

Release and Settlement Agreement- Enable Growth Partners LP

10.2

Release and Settlement Agreement- Enable Opportunity Partners, LP

10.3

Release and Settlement Agreement- Pierce Diversified Strategy Master Fund LLC


SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


Reflect Scientific, Inc.



By: /s/ Kim Boyce

Date: August 19, 2010

      Kim Boyce, Chief Executive Officer






RELEASE

And

SETTLEMENT AGREEMENT


This Release and Settlement Agreement (this “ Agreement ”), by and among Reflect Scientific, Inc., a Utah corporation (the “ Company ”) and Enable Growth Partners LP  (“ Enable ”), is entered into on this 17th day of August, 2010 (the “ Effective Date ”).


RECITALS:


WHEREAS , on June 29, 2007, the Company and Enable entered into a Securities Purchase Agreement (“ Purchase Agreement ”), along with related 12% Senior Convertible Debentures Agreement (“ Debenture ”), Series A/B Common Stock Purchase Warrants (“ Warrants ”), Registration Rights Agreement (“ Registration Rights Agreement ”), Escrow Agreement and Disclosure Schedules (collectively, the “ Transactional Documents ”).  Pursuant to the Transaction Documents, Enable purchased the Debenture with a principal amount of one million four hundred thousand dollars ($1,400,000) and a maturity date of June 29, 2009 (“ Maturity Date ”); and


WHEREAS , the Company was unable to pay the outstanding principal amount of the Debenture in accordance with its terms on the Maturity Date; and


WHEREAS,  the Company and Enable wish to agree upon terms of partial payment and partial conversion of the Debenture and Warrants, the termination of certain Transaction Documents, and the release of any and all claims that the parties may have arising from the Transaction Documents as set forth herein.


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.

Payment and Settlement of the Debenture .  The Company and Enable hereby agree to the following payment of the Debenture .  On the Closing Date (as defined below) of this Agreement, the Company will pay Enable two hundred forty thousand dollars ($240,000) and nine hundred sixty thousand (960,000) shares of the Company’s restricted common stock, $ 0.01 par value per share (“Common Stock”).  Upon the payment by the Company as set forth in this Section 2, the Debenture shall be deemed paid in full, cancelled and of no further force and effect and the Outstanding Obligation shall be paid in full and other penalties, interest or claims, whether known or unknown, arising out of the Debenture or Transaction Documents shall be deemed released and all Warrants shall be cancelled and voided.




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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 $300,000 (such sale with aggregate proceeds of at least $300,000, 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)

Release by the Company .  In consideration of the mutual covenants and undertakings set forth herein, the Company, and each of its 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 Releasors ”) hereby release and forever discharge Enable, and each of its respective 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 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 or unknown, fixed or contingent, which Company Releasors now have against Enable Releasees that arise under the Debenture and the Transactional Documents.


(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 Releases ”) 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 or unknown, fixed or



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contingent, which Enable Releasors now have against Company Releasees that arise under the Debenture and the Transactional Documents.  

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.

Governing Law; Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah.   

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date hereof .



REFLECT SCIENTIFIC, INC.,

a Utah corporation



By:

/s/Kim Boyce

Kim Boyce, CEO



ENABLE GROWTH PARTNERS LP



By:

/s/Mitch Levine

Name:

Mitch Levine

Title:

CEO

 



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RELEASE

And

SETTLEMENT AGREEMENT


This Release and Settlement Agreement (this “ Agreement ”), by and among Reflect Scientific, Inc., a Utah corporation (the “ Company ”) and Enable Opportunity Partners, LP (“ Enable ”), is entered into on this 17th day of August, 2010 (the “ Effective Date ”).


RECITALS:


WHEREAS , on June 29, 2007, the Company and Enable entered into a Securities Purchase Agreement (“ Purchase Agreement ”), along with related 12% Senior Convertible Debentures Agreement (“ Debenture ”), Series A/B Common Stock Purchase Warrants (“ Warrants ”), Registration Rights Agreement (“ Registration Rights Agreement ”), Escrow Agreement and Disclosure Schedules (collectively, the “ Transactional Documents ”).  Pursuant to the Transaction Documents, Enable purchased the Debenture with a principal amount of two hundred sixty two thousand five hundred dollars ($262,500) and a maturity date of June 29, 2009 (“ Maturity Date ”); and


WHEREAS , the Company was unable to pay the outstanding principal amount of the Debenture in accordance with its terms on the Maturity Date; and


WHEREAS,  the Company and Enable wish to agree upon terms of partial payment and partial conversion of the Debenture and Warrants, the termination of certain Transaction Documents, and the release of any and all claims that the parties may have arising from the Transaction Documents as set forth herein.


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.

Payment and Settlement of the Debenture .  The Company and Enable hereby agree to the following payment of the Debenture .  On the Closing Date (as defined below) of this Agreement, the Company will pay Enable forty five thousand dollars ($45,000) and one hundred eighty thousand (180,000) shares of the Company’s restricted common stock, $ 0.01 par value per share (“ Common Stock ”).  Upon the payment by the Company as set forth in this Section 2, the Debenture shall be deemed paid in full, cancelled and of no further force and effect and the Outstanding Obligation shall be paid in full and other penalties, interest or claims, whether known or unknown, arising out of the Debenture or Transaction Documents shall be deemed released and all Warrants shall be cancelled and voided.




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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 $300,000 (such sale with aggregate proceeds of at least $300,000, 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)

Release by the Company .  In consideration of the mutual covenants and undertakings set forth herein, the Company, and each of its 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 Releasors ”) hereby release and forever discharge Enable, and each of its respective 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 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 or unknown, fixed or contingent, which Company Releasors now have against Enable Releasees that arise under the Debenture and the Transactional Documents.


(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 or unknown, fixed or



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contingent, which Enable Releasors now have against Company Releasees that arise under the Debenture and the Transactional Documents.  

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.

Governing Law; Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah.   

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date hereof .



REFLECT SCIENTIFIC, INC.,

a Utah corporation



By:

/s/Kim Boyce

Kim Boyce, CEO



ENABLE OPPORTUNITY PARTNERS, LP



By:

/s/Mitch Levine

Name:

Mitch Levin

Title:

CEO

 



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RELEASE

And

SETTLEMENT AGREEMENT


This Release and Settlement Agreement (this “ Agreement ”), by and among Reflect Scientific, Inc., a Utah corporation (the “ Company ”) and Pierce Diversified Strategy Master Fund LLC (“ Pierce ”), is entered into on this 17th day of August, 2010 (the “ Effective Date ”).


RECITALS:


WHEREAS , on June 29, 2007, the Company and Pierce entered into a Securities Purchase Agreement (“ Purchase Agreement ”), along with related 12% Senior Convertible Debentures Agreement (“ Debenture ”), Series A/B Common Stock Purchase Warrants (“ Warrants ”), Registration Rights Agreement (“ Registration Rights Agreement ”), Escrow Agreement and Disclosure Schedules (collectively, the “ Transactional Documents ”).  Pursuant to the Transaction Documents, Pierce purchased the Debenture with a principal amount of eighty seven thousand five hundred dollars ($87,500) and a maturity date of June 29, 2009 (“ Maturity Date ”); and


WHEREAS , the Company was unable to pay the outstanding principal amount of the Debenture in accordance with its terms on the Maturity Date; and


WHEREAS,  the Company and Pierce wish to agree upon terms of partial payment and partial conversion of the Debenture and Warrants, the termination of certain Transaction Documents, and the release of any and all claims that the parties may have arising from the Transaction Documents as set forth herein.


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.

Payment and Settlement of the Debenture .  The Company and Pierce hereby agree to the following payment of the Debenture .  On the Closing Date (as defined below) of this Agreement, the Company will pay Pierce fifteen thousand dollars ($15,000) and sixty thousand (60,000) shares of the Company’s restricted common stock, $ 0.01 par value per share (“ Common Stock ”).  Upon the payment by the Company as set forth in this Section 2, the Debenture shall be deemed paid in full, cancelled and of no further force and effect and the Outstanding Obligation shall be paid in full and other penalties, interest or claims, whether known or unknown, arising out of the Debenture or Transaction Documents shall be deemed released and all Warrants shall be cancelled and voided.




- 1 -






3.

Termination of Certain Agreements .  Pursuant to the terms and conditions of this Agreement, the Company and Pierce 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 $300,000 (such sale with aggregate proceeds of at least $300,000, the “ Raise ”).  The Company shall provide immediate notice to Pierce 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)

Release by the Company .  In consideration of the mutual covenants and undertakings set forth herein, the Company, and each of its 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 Releasors ”) hereby release and forever discharge Pierce, and each of its respective subsidiaries, successors, affiliates, predecessors, assigns, agents, advisors, officers, directors, employees, legal representatives, partners and all persons acting by, through or under Pierce (hereafter referred to in this subpart as “ Pierce 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 or unknown, fixed or contingent, which Company Releasors now have against Pierce Releasees that arise under the Debenture and the Transactional Documents.


(b)

Release by Pierce .  In consideration of the mutual covenants and undertakings set forth herein, Pierce, 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 Pierce (hereafter referred to in this subpart as “ Pierce 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 or unknown, fixed or



- 2 -






contingent, which Pierce Releasors now have against Company Releasees that arise under the Debenture and the Transactional Documents.  

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 Pierce.  This Agreement and Pierce’s rights under the Debenture or other Transactional Documents, and any and all rights, obligations or interests therein, may be transferred or assigned by Pierce 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.

Governing Law; Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah.   

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date hereof .



REFLECT SCIENTIFIC, INC.,

a Utah corporation



By:

/s/Kim Boyce

Kim Boyce, CEO



PIERCE DIVERSIFIED STRATEGY MASTER FUND LLC



By:

/s/Mitch Levine

Name:

Mitch Levine

Title:

CEO

 



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