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

 

Date of Report (Date of earliest event reported)      June 17, 2009

 

PROBE MANUFACTUIRNG, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-125678

 

20-2675800

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

25242 Arctic Ocean Drive, Lake Forest, CA

 

92630

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code      (949) 206-6868

 

 

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

 

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

 

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

 

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

 

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

 

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

 

 




 




ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


The registrant entered into settlement agreements with its creditors.  Pursuant to the settlement agreements, the registrant settled $840,203 of indebtedness for $130,000.


ITEM 1.02

TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.


Pursuant to Item 1.01 above, the note’s underlying the settlement agreements are terminated pursuant to the settlement agreements.


ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.


On July 13, 2009, the registrant completed the disposition of its wholly owned subsidiary Solar Masters, Inc.   The registrant will receive payments totaling $35,000. at a rate of $2,000 per month.



ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES.


On June 17, 2009, the issuer sold 152,000,000 shares of its common stock for $120,000 to KB Development Group, LLC.  KB Development Group, LLC is affiliated with our director and chief executive officer Kambiz Mahdi.


ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT.

On June 17, 2009, the registrant sold 152,000,000 shares of its common stock.  Prior to this transaction there were 32,638,320 shares issued and outstanding.  Post transaction, KB Development Group LLC owns 82.3% of the registrant.


ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


On July 27, 2009, Kambiz Mahdi was appointed as the chief executive officer of the registrant.  On July, 27, Barrett Evans resigned as interim chief executive officer and as a director of the registrant.  There were no disputes that led to Mr. Evans’ resignation.  On June, 15, Jeffrey S. Conrad  resigned  as a director of the registrant.  There were no disputes that led to Mr. Conrads’ resignation.




ITEM 8.01

OTHER EVENTS




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit Number

 

Description

10.1

10.2

10.3

10.4

 

Settlement Agreements

Sale of Solar Masters

Sale of Common Stock

Resignation Letters of Evans and Conrad

 

 

 

 

 

 





SIGNATURE

 

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

 

 

 

Probe Manufacturing, Inc.

 

(Registrant)

 

 

Date

  August 7, 2009

 

 

 

 

 

/s/ Kambiz Mahdi

 

(Signature)

 

Print Name: Kambiz Mahdi

 

Title: Chief Executive Officer






Settlement Agreement and Mutual General Release




 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Reza Zarif, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

2.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $38,168.39 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

3.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting



Settlement Agreement and Mutual General Release




through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

4.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

5.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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6.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

7.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

8.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

9.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

10.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

11.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

12.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

13.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

14.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

15.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

16.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

17.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

18.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

19.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


REZA ZARIF


_________________________________

Reza Zarif

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Hoa Mai Capital, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

20.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

21.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $2,604.45 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

22.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

23.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

24.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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25.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

26.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

27.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

28.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

29.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

30.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

31.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

32.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

33.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

34.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

35.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

36.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

37.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

38.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


HOA MAI


_________________________________

Hoa Mai

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Rufina Paniego, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

39.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

40.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $10,563.05 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

41.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

42.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

43.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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44.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

45.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

46.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

47.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

48.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

49.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

50.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

51.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

52.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

53.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

54.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

55.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

56.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

57.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


RUFINA PANIEGO


_________________________________

Rufina Paniego

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Frank Kavanaugh, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

58.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

59.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $8,268.26 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

60.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

61.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

62.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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63.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

64.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

65.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

66.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

67.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

68.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

69.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

70.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

71.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

72.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

73.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

74.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

75.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

76.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


FRANK KAVANAUGH


_________________________________

Frank Kavanaugh

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Ashford Capital, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

77.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

78.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $14,132.98 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

79.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

80.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

81.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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82.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

83.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

84.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

85.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

86.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

87.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

88.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

89.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

90.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

91.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

92.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

93.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

94.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

95.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


ASHFORD CAPITAL


_________________________________

Frank Kavanaugh

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) William Duncan, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS


WHEREAS , the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS , the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS , the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS , the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

96.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

97.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $6,798.15 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

98.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).

99.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

100.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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101.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

102.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

103.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

104.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

105.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

106.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

107.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

108.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

109.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

110.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

111.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

112.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

113.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

114.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above.


Dated:  _________, 2009


WILLIAM DUNCAN


_________________________________

William Duncan

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated July 13, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) eFund Capital Partners, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, PM Parties has an investor that is requiring cancellation of the debt owed to Creditor in exchange for investing into PM.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

115.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

116.

Cancellation of Debt.  Creditor has agreed to cancel its debt with PM Parties as a requirement for PM Parties to obtain financing.    

117.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

118.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

119.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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120.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

121.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

122.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

123.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

124.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

125.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

126.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

127.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

128.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

129.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

130.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

131.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

132.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

133.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


EFUND CAPITAL PARTNERS, LLC

_________________________________

Barrett Evans

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Kambiz Mahdi

Title:   Director





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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Edward Lassiter, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

134.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

135.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $20,014.24 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

136.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

137.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

138.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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139.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

140.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

141.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

142.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

143.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

144.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

145.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

146.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

147.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

148.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

149.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

150.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

151.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

152.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


EDWARD LASSITER


_________________________________

Edward Lassiter

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer




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 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated July 13, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Barrett Evans, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to an consulting agreement between the Parties and any other claims, including interest accrual arising from or out of the agreement (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, PM Parties has an investor that is requiring the termination of the consulting agreement as a precondition of investing into PM.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

153.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

154.

Termination of Consulting Agreement.  Creditor has agreed to terminate its agreement with PM Parties and forgiveness of any amounts due under the agreement.    

155.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting



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through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

156.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

157.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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158.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

159.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

160.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

161.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

162.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

163.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

164.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

165.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

166.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

167.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

168.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

169.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

170.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

171.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009



_________________________________

Barrett Evans

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Kambiz Mahdi

Title:   Director





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SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Dennis Benner TTEE Benner Exemption Trust, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS


WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

172.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

173.

Payments to the Creditor Parties .  The PM Parties agree to pay the Creditor Parties $ 19,449.62 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

174.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members,



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trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

175.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

176.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  



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177.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

178.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the



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Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

179.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

180.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

181.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

182.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

183.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

184.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

185.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations



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hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

186.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

187.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

188.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

189.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

190.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


BENNER EXEMPTION TRUST


_________________________________

Dennis Benner Trustee

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   Interim Chief Executive Officer





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SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated June 15, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Jeff Conrad, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS


WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).

WHEREAS, Creditor has performed certain services for PM Parties and may be due certain amounts of money for services.

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

191.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

192.

Payments to the Creditor Parties .  The PM Parties have agreed to arrange a settlement payment to the Credior Parties through its sale of its subsidiary company in the amount of $10,500 for the full settlement of any and all debt or any other obligation owed to Creditor Parties.  Payment to the Creditor Parties shall be made by U.S mail to the address on file unless otherwise instructed in writing.  

193.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs,



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executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

194.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

195.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim,



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set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  

196.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:

a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

197.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was



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untrue or that his or its understanding of the facts or law was incorrect shall not entitle the Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.

198.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

199.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

200.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

201.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

202.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

203.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

204.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest



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confidence.  Except as required by law or necessary to enforce any rights or obligations hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.

205.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

206.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

207.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

208.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

209.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


_____________________ ______

Jeff Conrad

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,

  ____________________________  

Name: Barrett Evans

Title:   Interim Chief Executive Officer






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SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”), dated July __, 2009 (the “Execution Date”), is entered into by and between (1) Probe Manufacturing, Inc, and related entities, including Solar Masters (collectively, the “PM Parties” or “PM”) and (2) Kambiz Mahdi, including its members, subsidiaries or affiliates (collectively, “Creditor Parties”).  Individually, the PM Parties and Creditor Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”


RECITALS

WHEREAS, the Creditor has potential claims against PM Parties relating to loans provided to PM Parties and any other claims, including interest accrual arising from or out of the loans (collectively, the “Creditor Claims”).  

WHEREAS, the Parties, without acknowledging or admitting any liability whatsoever, and to avoid the costs associated with litigation or arbitration, now desire (1) to settle and resolve all differences, disagreements and disputes embodied in the Creditor Claims and any other claims, known or unknown, that the Parties might have against each other, upon the terms set forth below and (2) for the Parties to provide each other with a complete release of any and all known or unknown claims which exist or may exist between the Parties, including, but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims.

WHEREAS, PM Parties has an investor that is requiring cancellation of the debt owed to Creditor in exchange for investing into PM.

WHEREAS, the Parties agree that upon execution of this Settlement and Mutual General Release that Creditor has released all Parties from any future obligation, excluding the obligations of this Settlement Agreement.

WHEREAS, the Parties believe that the terms of this Agreement are fair, equitable, and the result of an arm’s length, bargained-for, contemporaneous exchange for new value.  

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

210.

Recitals Incorporated Into Agreement .  The Parties incorporate into this Agreement the recitals set forth above as part of the terms of this Agreement.

211.

Cancellation of Debt.  Creditor has agreed to cancel its debt with PM Parties as a requirement for PM Parties to obtain financing.    

212.

Mutual General Release.   Upon full performance of Paragraph 2 above and in consideration for the performance of all terms and conditions of this Agreement, except as to such rights as may be created by this Agreement, the Parties, and each of them, on behalf of themselves and their past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, hereby generally release and forever discharge



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each other and their respective past and present parents, subsidiaries, affiliates, officers, directors, agents, servants, professional corporations, employees, heirs, executors, representatives, investors, shareholders, attorneys, predecessors, successors, assigns, sureties, insurers, excess insurers, reinsurers, principals, managing members, trustees, beneficiaries, unit holders, limited and general partners, and all persons acting through or in concert with any of them, if any, from any and all claims, losses, debts, liabilities, demands, obligations, rights, disputes, fees, controversies, costs, expenses, damages, actions and causes of action whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, fixed or contingent, existing as of the date of this Agreement and accrued or hereafter accruing from any cause whatsoever, including , but not limited to , any and all claims, demands and allegations, made, or which could have been made, arising out of or relating to the Creditor Claims (collectively, the “Released Claims”).  

213.

Waiver of Unknown Claims.   The Parties are aware that they may have claims of which they have no present knowledge or suspicion.  Having taken into account such a possibility in entering into this Agreement, the mutual general release set forth in Section 3 of this Agreement shall constitute full and final release by the Parties of any unknown claim or claims and expressly waives any right or claim of right to assert hereafter that any claim has, through oversight or error, been omitted from the Creditor Claims.  Accordingly, the Parties expressly waive any rights or benefits which they otherwise might have under California Civil Code Section 1542, and any other statutory or nonstatutory law of any jurisdiction that is similar in wording, import, or effect to California Civil Code Section 1542.  California Civil Code Section 1542 provides as follows:

 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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.

In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys, accountants, or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but nonetheless, they intend hereby fully, finally, and forever to settle and release all matters being released herein, whether known or unknown, suspected or unsuspected, which now exist or may heretofore have existed.  In furtherance of the intentions of the Parties, the mutual general release given in Section 3 of this Agreement by the Parties shall be and remain in effect as a full and complete mutual general release notwithstanding the discovery or existence of any additional or different claims or facts or the failure of any consideration or promises between or among the Parties.

214.

Limitation on Release .  The Parties hereby expressly acknowledge that no Party to this Agreement is, by this Agreement, releasing any cause of action, claim, set-off, or defense that arises from the terms of this Agreement, or the breach of such terms.  

215.

Mutual Representations and Warranties .   Each Party represents and warrants for the benefit of the other Party as follows:



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a.

The Party has all necessary power and authority to execute, deliver, perform and comply with this Agreement;

b.

The Party, or the Party’s authorized agent, has duly authorized, executed, and delivered this Agreement to the other Party, and this Agreement constitutes a legal and binding agreement, enforceable against each Party in accord with the terms of this Agreement;

c.

To the knowledge of the signatory on behalf of each Party, that Party’s execution, delivery, performance of, and compliance with this Agreement does not violate or conflict with the terms of any agreement, instrument, order, judgment, or applicable law, statute, regulation, or rule to which the Party or any assets of the Party is bound and shall not require the Party to file or register with, or obtain any permit, authorization, consent, or approval of any governmental authority;

d.

To the knowledge of the signatory on behalf of each Party, there is no action or proceeding, judicial or non-judicial, by which any third party, prior creditor, or claimant of the Party, or non-party seeks to restrain, prohibit, or invalidate the Party’s execution, delivery, and/or performance of, and/or compliance with, this Agreement;

e.

The Party is and has been represented by legal counsel of his or its choice, or has had the opportunity to be represented by legal counsel of his or its choice, throughout the negotiations and drafting that preceded the finalization and execution of this Agreement.  The Party (i) has carefully read and reviewed this Agreement; (ii) has had or has had the opportunity to have the provisions, and consequences thereof, fully explained by such Party’s legal counsel; and (iii) is freely and voluntarily signing this Agreement;

f.

Each Party is the sole owner of all rights and interest in the Released Claims, and has not assigned, transferred, or granted an interest or lien in, or purported to assign, transfer, or grant an interest or lien, in any of the Released Claims; and

g.

Each Party and the signatory on their behalf have no actual knowledge or notice of any claim of assignment, transfer, or granting of an interest or lien in any of the Released Claims.

The above representations and warranties shall survive the execution and delivery of this Agreement.

216.

Assumption of Risk .  Each Party assumes the risk, in entering into this Agreement, that the facts or law are not as they believe them to be.  The discovery by a Party that any fact was untrue or that his or its understanding of the facts or law was untrue or that his or its understanding of the facts or law was incorrect shall not entitle the Party to any relief, or to rescind, or set aside this Agreement.  This Agreement is final and binding between the Parties regardless of any claims of mistake of fact or law.



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217.

Attorneys’ Fees and Costs .  The Parties shall bear their own costs and attorneys’ fees incurred relating to the Creditor Claims and this Agreement.  However, in the event that proceedings are implemented to enforce any provision of this Agreement, including, but not limited to, the mutual general release provided above by Section 3 of this Agreement, the Court or Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs incurred in such enforcement efforts.  

218.

Integration Clause .  This Agreement contains the entire agreement between the Parties to this Agreement relating to the settlement and transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party’s legal counsel.  The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.  No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing.

219.

Neutral Interpretation .  This Agreement shall be interpreted in accordance with the fair meaning of its language and to implement the intent of the Parties.  The provisions contained herein shall not be construed in favor of or against any Party because that Party or its counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement, and any rules of construction to the contrary, including, without limitation, California Civil Code Section 1654, are hereby specifically waived.  The terms of this Agreement were negotiated at arm’s length by the Parties hereto.

220.

Severability .  If any term or provision of this Agreement is determined by any court, regulatory or governmental agency, or self-regulatory agency, to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part thereof shall be deemed stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement, unless to so do would deprive a Party of a substantial part of its bargain.  It is understood that the Parties will cooperate and take all reasonable actions to avoid any such determination.  

221.

Successors In Interest .  The terms, conditions and provisions of this Agreement are binding upon and shall inure to the benefit of all assigns, successors in interest, personal representatives, estates, administrators, heirs, devisees, insurers, and legatees of each of the Parties hereto.  This Agreement shall not be interpreted, however, to inure to the benefit of any third parties who are not expressly identified as such herein.

222.

No Admissions .  This Agreement effectuates the settlement of claims, whether or not asserted, denied, or contested, and the contents hereof shall not be construed as an admission by any Party of any liability or any factual contention of any kind to any other Party or any other person, entity or association, whether or not the person, entity, or association is a Party.

223.

Confidentiality .  The Parties understand and agree that the terms and conditions of this Settlement Agreement are to be maintained by them in the strictest confidence.  Except as required by law or necessary to enforce any rights or obligations hereunder, the parties agree not to disclose any of these matters to anyone other than their attorneys, accountants, the Internal Revenue Service, or state and federal agencies.



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224.

Modification .  This Agreement may be modified, amended, changed or rescinded, and any provision may be waived, only by a writing signed by the Parties to be bound thereby.  The failure of a Party to exercise any right or remedy provided by this Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it constitute a modification of this Agreement.

225.

Cooperation .  The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary to give full force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.

226.

Applicable Law .  This Agreement shall be construed in accordance with and be governed by the laws of the State of California, County of Orange.

227.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

228.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original.  The counterparts shall constitute one and the same Agreement.  Facsimile signatures shall have the same force and effect as original signatures.


The parties have executed this Agreement effective as of the day and year first set forth above.

Dated:  _________, 2009


KAMBIZ MAHDI

_________________________________

Kambiz Mahdi

 

 

Dated:  ________, 2009

PROBE MANUFACTURING, INC.,


By:  _________________________________

Name: Barrett Evans

Title:   interim Chief Executive Officer





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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is dated as of July __, 2009, by and between Probe Manufacturing, Inc., a Nevada company (the "Seller") and Solar Masters Acquisition Company, LLC, a Nevada limited liability company (the "Purchaser").

RECITALS


WHEREAS, On the terms and conditions set forth herein, the Company desires to sell to the Puchaser, and the Purchaser desires to purchase from the Company, shares of the Company’s Common Stock (the “Common Stock”), on the terms and conditions set forth below;


WHEREAS, The Seller is selling all of its shares of Common Stock in Solar Masters, Inc. for a total purchase price of $35,000.00, as full payment for said shares.


WHEREAS, The Seller is the sole shareholder of Solar Masters, Inc., meaning that it owns one hundred percent of the issued and outstanding stock of Solar Masters, Inc. (the “Shares”).

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE I
TERMS OF PURCHASE AND SALE

1.01.

Sale of the Shares .  At the Closing (as defined in Section 1.03 hereof ), subject to the terms and conditions set forth herein, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

1.02.

Purchase Price .   Subject to the terms and conditions of this Agreement, in full payment of the purchase price for the Shares, the Purchaser shall pay to the Seller a total of Thirty-Five Thousand and No/100 Dollars ($35,000.00) (the "Purchase Price") payable as outlined in Exhibit A.

1.03.

Closing .

(a)

The closing of the transaction contemplated hereby (the "Closing") shall take place on the date first set forth above



by the Purchaser and the Seller delivering, by electronic facsimile transmission (followed by two duplicate signed copies by overnight courier), a signed copy of this Agreement to the Seller’s office at the address set forth in Section 7.02 hereof (the "Closing Date").

(b)

At the Closing, subject to the terms and conditions set forth herein, the Purchaser shall execute and deliver to the Seller a signed copy of this Agreement.  The Purchase Price shall be payable on the terms outlined in Exhibit A.

(c)

At the Closing, subject to the terms and conditions set forth herein and following receipt by the Seller of this Agreement, the Seller shall deliver or cause to be delivered to the Purchaser stock certificates representing the Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Shares in blank.  The Shares shall bear legends giving notice of restrictions on transfer as set forth in Section 7.11 hereof .

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

2.01.

Organization; Good Standing .  Probe Manufacturing, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Probe Manufacturing has all requisite corporate power and authority under such laws to carry on its business as now conducted.  Solar Masters, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Solar Masters has all requisite corporate power and authority under such laws to carry on its business as now conducted.

2.02.

Power and Authority; Effect of Agreement .  The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller.  This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.

2.03.

No Conflict .  The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with or constitute a default under (a) any provision of law, rule or regulation to which the Seller is subject, (b) any order, judgment or decree applicable to the Seller, (c) any provision of the charter documents of Probe Manufacturing or Solar Masters or (d) any indenture, agreement or other instrument by which the Seller is bound.



2.04.

Title to Shares .

(a)

The Shares will be duly and validly issued and are to be fully paid and non-assessable.  The Seller owns and has good and marketable title to, and sole record and legal ownership of, the Shares, free and clear of any and all liens, security interests, pledges, mortgages, charges, limitations, claims, restrictions, rights of first refusal, rights of first offer, rights of first negotiation or other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances").

(b)

Upon consummation of the Closing, without exception, the Purchaser will acquire from the Seller legal and beneficial ownership of, good and marketable title to, and all rights to vote, the Shares to be sold to the Purchaser by the Seller, free and clear of all Encumbrances.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and war rants to the Seller as follows:

3.01.

Power and Authority; Effect of Agreement .  The purchase of the Shares, the payment and delivery of the Purchase Price, the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Purchaser.  This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.

3.02.

No Conflict .  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with or constitute a default under (a) any provision of law, rule or regulation to which the Purchaser is subject, (b) any order, judgment or decree applicable to the Purchaser, (c) any provision of the charter documents of the Purchaser or (d) any indenture, agreement or other instrument by which the Purchaser is bound.

3.03.

Accredited Investor .  The Purchaser is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act").

3.04.

Investigation; Economic Risk .  The Purchaser has performed its own due diligence review of Seller and has had access to such financial and other information concerning Seller and the Shares it has deemed necessary in connection with its decision to purchase the Shares.  The Purchaser hereby acknowledges and agrees that, except for the representations and warranties made by the Seller in this Agreement, neither the Seller nor Seller nor any of their



respective officers, directors, employees, shareholders, affiliates, attorneys, agents or advisors, has made any representation to it with respect to Seller or the offer or sale of the Shares.

3.05.

Purchase Entirely for Own Account .  The Shares will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Purchaser further represents that it does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of the Shares.

3.06.

Exemption from Registration; Restricted Securities .  The Purchaser understands that the sale of the Shares will not be registered under the Securities Act on the basis that such sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of the Seller on such exemption is predicated in part on the Purchaser's representations set forth in this Agreement.  The Purchaser understands that the Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act, and must be held pursuant to the requirements of Rule 144 unless they are subsequently registered or an exemption from such registration is available.

3.07.

No Advertisement .  The Purchaser hereby acknowledges and agrees that neither the Seller nor any of its respective officers, directors, employees, shareholders, affiliates, attorneys, agents or advisors, has offered or sold the Shares to the Purchaser by any form of general solicitation or general advertising, including, but not limited to, (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

3.08.

Further Limitations on Disposition .  Without in any way limiting the representations set forth above, the Purchaser further agrees, for the benefit of the Seller, not to make any disposition of all or any portion of the Shares unless and until the transferee has agreed in writing for the benefit of the Seller to be bound by this Article III , and:

(a)

There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)

(i) The Purchaser shall have notified the Seller of the proposed disposition and shall have furnished the Seller with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Seller, the Purchaser shall have furnished the Seller with an opinion of counsel, reasonably satisfactory to the Seller, as applicable, that such disposition will not require registration of the Shares under the Securities Act.  It is agreed that neither the Seller will require opinions of counsel from the Purchaser for transactions made pursuant to Rule 144 under the Securities Act except in unusual circumstances.



ARTICLE IV
COVENANTS OF THE PARTIES

4.01.

Cooperation; Further Assurances .  Prior to the Closing, the Seller and the Purchaser will use all reasonable efforts, and will cooperate with each other, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to comply with applicable state securities laws and to effectuate the transactions contemplated hereby, and will otherwise use all reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.  At any time or from time to time after the Closing, at the request of the Seller or the Purchaser, the parties shall execute and deliver any further instruments or documents and take all such further action as may be reasonably necessary in order to evidence or otherwise facilitate the consummation of the transactions contemplated hereby.

ARTICLE V
CONDITIONS TO CLOSING

5.01.

Conditions to the Obligations of the Seller .  The Seller's obligation to sell the Shares shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)

Compliance with this Agreement .  The Purchaser shall have performed and complied with all agreements and conditions contained herein that are required to be performed or complied with on or prior to the Closing Date.

(b)

Payment of Purchase Price .  The Purchaser shall have delivered to the Seller the Purchase Price in accordance with Article I hereof.

5.02.

Conditions to Obligation of Purchaser .  The obligation of the Purchaser to purchase the Shares shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)

Compliance with this Agreement .  The Seller shall have performed and complied with all agreements, covenants and conditions contained herein that are required to be performed or complied with on or prior to the Closing Date.

(b)

Consents; Permits .  The Seller shall have received all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any state securities laws, in connection with the transactions contemplated by this Agreement.

ARTICLE VI
TERMINATION PRIOR TO CLOSING

6.01.

Termination .  This Agreement may be terminated at any time prior to the Closing:



(a)

By the mutual written consent of the Seller and the Purchaser; or

(b)

By either the Seller or the Purchaser by written notice, without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in default or in breach of this Agreement), if there shall have been a breach by the other party of any of its representations, warranties, covenants or agreements contained herein, which breach results in a failure to satisfy a condition to the terminating party's obligation to consummate the transactions provided herein.

6.02.

Effect on Obligations .  Termination of this Agreement pursuant to this Article VI shall terminate all obligations of the parties hereunder, except for their obligations under Section 7.01 hereof ; provided , however , that termination pursuant to clause (b) of Section 6.01 hereof shall not relieve the defaulting or breaching party from any liability to the other party hereto.

ARTICLE VII
MISCELLANEOUS

7.01.

Expenses .  Except as otherwise provided herein, the Purchaser shall pay all costs and expenses incurred by or on behalf of the Purchaser, and the Seller shall pay all costs and expenses incurred by or on behalf of the Seller, in connection with the negotiation of this Agreement and the performance of the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of its financial consultants, accountants and legal counsel.

7.02.

Notices .  Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party shall be in writing and shall be given (and will be deemed to have been duly given upon receipt) by delivery in person, by electronic facsimile transmission, cable, telegram, telex or other standard forms of written telecommunications, by overnight courier or by registered or certified mail, postage prepaid, as follows:

If to the Seller, to:

Probe Manufacturing, Inc.

25242 Arctic Ocean Drive

Lake Forest, CA 92630

 

If to the Purchaser, to:

Solar Masters, Inc.

17451 Mt. Herrmann, Unit D

Fountain Valley, CA 92708

 

or at such other address for a party as shall be specified by like notice.



7.03.

Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

7.04.

Entire Agreement .  This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, discussions, representations, warranties or other communications.

7.05.

Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.06.

Amendments .  This Agreement may not be amended or modified without the written consent of the Seller and the Purchaser, nor shall any waiver be effective against any party unless in writing executed on behalf of such party.

7.07.

Severability .  If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

7.08.

Titles and Subtitles .  The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

7.09.

Successors and Assigns .  This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, executors, beneficiaries and permitted assigns of the parties hereto.

7.10.

Confidentiality .  Each party hereto agrees that, except with the prior permission of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any information or knowledge relating to (a) any provisions of this Agreement, (b) any discussions or negotiations relating to this Agreement and (c) the identity of the parties to this Agreement, except as required by law or any regulatory agencies.  The parties hereto further agree that there shall be no press release or other public statement issued by either party relating to this Agreement or the transactions contemplated hereby, unless the parties otherwise agree in writing.

7.11.

Restrictive Legends .  The certificates representing the Shares will bear the following legends, including legends giving notice of restrictions on transfer as follows:



(a)

THE ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION.  THIS SECURITY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNTIL THE SECURITY HAS BEEN REGISTERED UNDER AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

(b)

Any other legends required by applicable state securities laws.

IN WITNESS WHEREOF , the Seller and the Purchaser have caused this Stock Purchase Agreement to be executed and delivered by the undersigned as of the day and year first above written.

SELLER

PROBE MANUFACTURING, INC.


__________________

__

Kambiz Mahdi, Director


PURCHASER

SOLAR MASTERS ACQUISITION COMPANY, LLC


By: __________________      ___




EXHIBIT A



Solar Masters, Inc agrees to assume Probe’s obligations to Jeff Conrad including a Note payable to Conrad and professional fees due to Conrad in the amounts of $27,796 and $35,500 respectively, and agrees to compensate Conrad as stated in the following sentence.  

Solar Masters, Inc. agrees to pay $35,000 payable as follows:

Beginning September 15, 2009:

$1,400.00 monthly to Probe Manufacturing; and $600.00 monthly to Jeff Conrad,

until such time as Solar Masters has paid a combined total of $35,000.00 to Probe and Conrad.  Probe is to receive $24,500 and Conrad is to receive $10,500.  The payments are to begin September 15 and continue until the obligations have been satisfied.





STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is dated as of June __, 2009, by and between Probe Manufacturing, Inc., a Nevada company (the "Seller") and KB Development Group, LLC, a Nevada limited liability company (the "Purchaser").

RECITALS


WHEREAS , On the terms and conditions set forth herein, the Company desires to sell to the Puchaser, and the Purchaser desires to purchase from the Company, shares of the Company’s Common Stock (the “Common Stock”), on the terms and conditions set forth below;


WHEREAS , The Seller is selling 152,000,000 shares of its Common Stock in Probe Manufacturing, Inc to the Purchaser for a total purchase price of $120,000.00, as full payment for said shares.

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE I
TERMS OF PURCHASE AND SALE

1.01.

Sale of the Shares .  At the Closing (as defined in Section 1.03 hereof ), subject to the terms and conditions set forth herein, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

1.02.

Purchase Price .   Subject to the terms and conditions of this Agreement, in full payment of the purchase price for the Shares, the Purchaser shall pay to the Seller a total of One Hundred Twenty Thousand and No/100 Dollars ($120,000.00) (the "Purchase Price").

1.03.

Closing .

(a)

The closing of the transaction contemplated hereby (the "Closing") shall take place on the date first set forth above by the Purchaser and the Seller delivering, by electronic facsimile transmission (followed by two duplicate signed copies by overnight courier), a signed copy of this Agreement to the Seller’s office at the address set forth in Section 7.02 hereof (the "Closing Date").

(b)

At the Closing, subject to the terms and conditions set forth herein, the Purchaser shall pay and deliver to the Seller the Purchase Price.  The Purchase Price shall be payable to the Seller at the Closing by check or wire transfer in immediately available funds to a bank account designated by the Seller in writing prior to the Closing.



(c)

At the Closing, subject to the terms and conditions set forth herein and following receipt by the Seller of the Purchase Price, the Seller shall deliver or cause to be delivered to the Purchaser stock certificates representing the Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Shares in blank.  The Shares shall bear legends giving notice of restrictions on transfer as set forth in Section 7.11 hereof .

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

2.01.

Organization; Good Standing .  Probe Manufacturing, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Probe Manufacturing has all requisite corporate power and authority under such laws to carry on its business as now conducted.

2.02.

Power and Authority; Effect of Agreement .  The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller.  This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.

2.03.

No Conflict .  The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with or constitute a default under (a) any provision of law, rule or regulation to which the Seller is subject, (b) any order, judgment or decree applicable to the Seller, (c) any provision of the charter documents of Commerce Planet or (d) any indenture, agreement or other instrument by which the Seller is bound.

2.04.

Title to Shares .

(a)

The Shares will be duly and validly issued by Probe Manufacturing and are to be fully paid and non-assessible.  The Seller owns and has good and marketable title to, and sole record and legal ownership of, the Shares, free and clear of any and all liens, security interests, pledges, mortgages, charges, limitations, claims, restrictions, rights of first refusal, rights of first offer, rights of first negotiation or other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances").

(b)

Upon consummation of the Closing, without exception, the Purchaser will acquire from the Seller legal and beneficial ownership of, good and marketable title to, and all rights to vote, the Shares to be sold to the Purchaser by the Seller, free and clear of all Encumbrances.



2.05.

Use of Proceeds.  Seller hereby agrees to use the proceeds of this Agreement to settle certain obligations with creditors pursuant to Exhibit A of this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and war rants to the Seller as follows:

3.01.

Power and Authority; Effect of Agreement .  The purchase of the Shares, the payment and delivery of the Purchase Price, the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Purchaser.  This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.

3.02.

No Conflict .  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated herein will not, with or without the giving of notice or the lapse of time, or both, violate, conflict with or constitute a default under (a) any provision of law, rule or regulation to which the Purchaser is subject, (b) any order, judgment or decree applicable to the Purchaser, (c) any provision of the charter documents of the Purchaser or (d) any indenture, agreement or other instrument by which the Purchaser is bound.

3.03.

Accredited Investor .  The Purchaser is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended (the "Securities Act").

3.04.

Investigation; Economic Risk .  The Purchaser has performed its own due diligence review of Seller and has had access to such financial and other information concerning Seller and the Shares it has deemed necessary in connection with its decision to purchase the Shares.  The Purchaser hereby acknowledges and agrees that, except for the representations and warranties made by the Seller in this Agreement, neither the Seller nor Seller nor any of their respective officers, directors, employees, shareholders, affiliates, attorneys, agents or advisors, has made any representation to it with respect to Seller or the offer or sale of the Shares.

3.05.

Purchase Entirely for Own Account .  The Shares will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  The Purchaser further represents that it does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of the Shares.



3.06.

Exemption from Registration; Restricted Securities .  The Purchaser understands that the sale of the Shares will not be registered under the Securities Act on the basis that such sale provided for in this Agreement is exempt from registration under the Securities Act, and that the reliance of the Seller on such exemption is predicated in part on the Purchaser's representations set forth in this Agreement.  The Purchaser understands that the Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act, and must be held pursuant to the requirements of Rule 144 unless they are subsequently registered or an exemption from such registration is available.

3.07.

No Advertisement .  The Purchaser hereby acknowledges and agrees that neither the Seller nor any of its respective officers, directors, employees, shareholders, affiliates, attorneys, agents or advisors, has offered or sold the Shares to the Purchaser by any form of general solicitation or general advertising, including, but not limited to, (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

3.08.

Further Limitations on Disposition .  Without in any way limiting the representations set forth above, the Purchaser further agrees, for the benefit of the Seller, not to make any disposition of all or any portion of the Shares unless and until the transferee has agreed in writing for the benefit of the Seller to be bound by this Article III , and:

(a)

There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b)

(i) The Purchaser shall have notified the Seller of the proposed disposition and shall have furnished the Seller with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Seller, the Purchaser shall have furnished the Seller with an opinion of counsel, reasonably satisfactory to the Seller, as applicable, that such disposition will not require registration of the Shares under the Securities Act.  It is agreed that neither the Seller will require opinions of counsel from the Purchaser for transactions made pursuant to Rule 144 under the Securities Act except in unusual circumstances.

ARTICLE IV
COVENANTS OF THE PARTIES

4.01.

Cooperation; Further Assurances .  Prior to the Closing, the Seller and the Purchaser will use all reasonable efforts, and will cooperate with each other, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to comply with applicable state securities laws and to effectuate the transactions contemplated hereby, and will otherwise use all reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.  At any time or from time to time after the Closing, at the request of the Seller or the Purchaser, the parties shall execute and deliver any further instruments or documents and take all such further



action as may be reasonably necessary in order to evidence or otherwise facilitate the consummation of the transactions contemplated hereby.

ARTICLE V
CONDITIONS TO CLOSING

5.01.

Conditions to the Obligations of the Seller .  The Seller's obligation to sell the Shares shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)

Compliance with this Agreement .  The Purchaser shall have performed and complied with all agreements and conditions contained herein that are required to be performed or complied with on or prior to the Closing Date.

(b)

Payment of Purchase Price .  The Purchaser shall have delivered to the Seller the Purchase Price in accordance with Article I hereof.

5.02.

Conditions to Obligation of Purchaser .  The obligation of the Purchaser to purchase the Shares shall be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)

Compliance with this Agreement .  The Seller shall have performed and complied with all agreements, covenants and conditions contained herein that are required to be performed or complied with on or prior to the Closing Date.

(b)

Consents; Permits .  The Seller shall have received all consents, permits, approvals and other authorizations that may be required from, and made all such filings and declarations that may be required with, any person pursuant to any state securities laws, in connection with the transactions contemplated by this Agreement.

ARTICLE VI
TERMINATION PRIOR TO CLOSING

6.01.

Termination .  This Agreement may be terminated at any time prior to the Closing:

(a)

By the mutual written consent of the Seller and the Purchaser; or

(b)

By either the Seller or the Purchaser by written notice, without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in default or in breach of this Agreement), if there shall have been a breach by the other party of any of its representations, warranties, covenants or agreements contained herein, which breach results in a failure to satisfy a condition to the terminating party's obligation to consummate the transactions provided herein.

6.02.

Effect on Obligations .  Termination of this Agreement pursuant to this Article VI shall terminate all obligations of the parties hereunder, except for their obligations



under Section 7.01 hereof ; provided , however , that termination pursuant to clause (b) of Section 6.01 hereof shall not relieve the defaulting or breaching party from any liability to the other party hereto.

ARTICLE VII
MISCELLANEOUS

7.01.

Expenses .  Except as otherwise provided herein, the Purchaser shall pay all costs and expenses incurred by or on behalf of the Purchaser, and the Seller shall pay all costs and expenses incurred by or on behalf of the Seller, in connection with the negotiation of this Agreement and the performance of the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of its financial consultants, accountants and legal counsel.

7.02.

Notices .  Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party shall be in writing and shall be given (and will be deemed to have been duly given upon receipt) by delivery in person, by electronic facsimile transmission, cable, telegram, telex or other standard forms of written telecommunications, by overnight courier or by registered or certified mail, postage prepaid, as follows:

If to the Seller, to:

Probe Manufacturing, Inc.

25242 Arctic Ocean Drive

Lake Forest, CA 92630

 

If to the Purchaser, to:

KB Development Group, LLC.


 

or at such other address for a party as shall be specified by like notice.

7.03.

Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

7.04.

Entire Agreement .  This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, discussions, representations, warranties or other communications.

7.05.

Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



7.06.

Amendments .  This Agreement may not be amended or modified without the written consent of the Seller and the Purchaser, nor shall any waiver be effective against any party unless in writing executed on behalf of such party.

7.07.

Severability .  If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

7.08.

Titles and Subtitles .  The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

7.09.

Successors and Assigns .  This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors, executors, beneficiaries and permitted assigns of the parties hereto.

7.10.

Confidentiality .  Each party hereto agrees that, except with the prior permission of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any information or knowledge relating to (a) any provisions of this Agreement, (b) any discussions or negotiations relating to this Agreement and (c) the identity of the parties to this Agreement, except as required by law or any regulatory agencies.  The parties hereto further agree that there shall be no press release or other public statement issued by either party relating to this Agreement or the transactions contemplated hereby, unless the parties otherwise agree in writing.

7.11.

Restrictive Legends .  The certificates representing the Shares will bear the following legends, including legends giving notice of restrictions on transfer as follows:

(a)

THE ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION.  THIS SECURITY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNTIL THE SECURITY HAS BEEN REGISTERED UNDER AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

(b)

Any other legends required by applicable state securities laws.



7.12.

Arbitration .  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined



by arbitration in Los Angeles County, California before one arbitrator.  The arbitration shall be administered by JAMS, if possible, pursuant to its Streamlined Arbitration Rules and Procedures; if JAMS is not able to conduct the arbitration in California, then arbitration shall be conducted in California by a mutually-agreeable arbitrator utilizing the JAMS Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.  The arbitration Award may be confirmed in any court of competent jurisdiction.

IN WITNESS WHEREOF , the Seller and the Purchaser have caused this Stock Purchase Agreement to be executed and delivered by the undersigned as of the day and year first above written.

SELLER

PROBE MANUFACTURING, INC.


__________________

__

Barrett Evans, interim CEO


PURCHASER

KD DEVELOPMENT GROUP, LLC


By: __________________      ___




EXHIBIT A





Creditor

Balance March 31, 2009

Settlement Amount

Rufina Zarif

$38,951.00

$10,563.05

Ashford Capital

$52,115.00

$14,132.98

Dennis Benner

$71,720.00

$19,449.62

William Duncan

$25,068.00

$6,798.15

Edward Lassiter

$73,802.00

$20,014.24

Hoa Mai

$9,607.00

$2,605.31

Reza Zarif

$13,221.00

$3,585.38

Frank Kavanaugh

$30,489.00

$8,268.26

Reza Zarif

$127,524.00

$34,583.01

 

$442,497.00

$120,000.00





July 27, 2009



VIA FACSIMILE


Kambiz Mahdi

Director

Probe Manufacturing, Inc.

25242 Arctic Ocean Drive

Lake Forest, CA 92630


RE:

Resignation from Probe Manufacturing, Inc.’s Board of Directors


Dear Mr. Mahdi:


Please accept my resignation from the Board of Directors and as interim chief executive officer of Probe Manufacturing, Inc. effective immediately.


I have enjoyed working with you and Probe.  I wish you and the Board all the best in your efforts to make Probe a success.


Very truly yours,



Barrett Evans





June 15, 2009


Mr. Barrett Evans

Interim Chief Executive Officer

Probe Manufacturing, Inc.

25242 Arctic Ocean Drive

Lake Forest, CA 92630


Mr. Evans,

Effective today, June 15, 2009, I hereby resign from the board of directors of Probe Manufacturing, Inc in order to pursue other opportunities.


Regards


Jeffrey Conrad