exhibit 10. 2 termination and settlement agreement this termination and settlement ( “ agreement ” ) dated this 20th day of november, 2008, is by and between interactive business development, llc. ( “ ibd ” ) and xenacare holdings, inc ( “ xhi ” ). whereas, ibd and xenacare holdings, inc entered into that certain consulting agreement dated 10 / 1 / 2007 ( “ consulting agreement ” ) ; and whereas, xhi desires to terminate the agreement ; whereas, ibd and xhi believe that a termination of the agreement under the terms and conditions set forth below is in their best respective interests ; now therefore, ibd and xhi, in consideration of the promises and covenants contained herein, the sufficiency of which is acknowledged, agree as follows : 1. recitals. the above recitals are true, correct and are herein incorporated by reference. 2. termination, settlement and release. the parties agree that in full settlement of the remaining obligations any and all disputed claims by ibd : ( a ) within five ( 5 ) business days following the parties mutual execution and exchange of this agreement, xhi will issue to ibd and or its assigns 1, 248, 549 shares of xhi common stock ( the “ settlement shares ” ). the settlement shares will contain the appropriate restrictive legends representing that the settlement shares have not been registered under the securities act of 1933, as amended. ( b ) upon completion of the delivery of share certificates representing the settlement shares, as described in section 2 ( a ) ibd shall remise, release, acquit, satisfy and forever discharge xhi of and from all, and all manner of action and actions, cause and causes of action, rights, liens, agreements, obligations, claims, debts, dues, sums of monies, costs, expenses, attorneys fees, judgments, orders and liabilities, accounts, promises, damages, warranties, suits, covenants, contracts, controversies, variances, trespasses and extents, of whatever kind and nature in law or equity or otherwise whether now known or unknown, which ibd ever had, or which any executor, administrator, personal representative, insurer, successor, heir, or assign of ibd hereafter can, shall or may have, against xhi for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date