SCHEDULE A PARAGON CAPITAL LP NEW YORK, NY 10022

 
SCHEDULE
A

PARAGON
CAPITAL LP
000
XXXX 00XX XXXXXX, 29TH FL
NEW
YORK, NY 10022
(212)
593-1600

December
28, 2007

Xx. Xxxxx
Xxxxxxxxx
2770 So.
Maryland Pkwy.
Las
Vegas, NV 89109

              Re:

              Prevention
      Xxxxxxxxx.xxx, Inc.

Dear Xx.
Xxxxxxxxx:

The
following sets forth the agreement (this “Agreement”) between Paragon Capital,
LP (“Paragon”), Xxxxx Xxxxxxxxx (“Xxxxxxxxx”) and Prevention Xxxxxxxxx.xxx, Inc.
(the “Company”) for the payment of a total of $600,000 to Xxxxxxxxx as set forth
below for the settlement of all outstanding debts and liabilities owed by the
Company and the spin-off of all of the shares of the Company’s subsidiary, Quick
Pay, Inc. to Xxxxxxxxx:

              1.

              In
      accordance with the Stock Purchase Agreement dated December 31, 2007,
      Paragon has paid a total of $250,000 for a total of 71,428,571 shares of
      the Company.  The parties agree that of such amount $225,000
      shall be paid to Xxxxxxxxx at such time as all of the liabilities, debts,
      payables, tax liabilities and any other amounts relating to business of
      the Company prior to December 31, 2007, including but not limited to, any
      outstanding notes payable owed to Xxxxxxxxx have been satisfied. At such
      as Paragon confirms that all liabilities owed prior to December 31, 2007
      have been satisfied and the Company in current in its 1934 Exchange Act
      reporting requirements the $200,000 will be released. Such payment of
      $200,000 and the spin-off of the shares of the Company’s subsidiary, Quick
      Pay, Inc. to Xxxxxxxxx shall be in consideration for satisfaction of all
      of the issued and outstanding shares of preferred stock, warrants and
      notes held by Xxxxxxxxx. The additional $25,000 amount held by the Company
      (in excess of the $225,000 to be paid to Xxxxxxxxx) shall be utilized by
      the Company for legal fees, audit, filings and other administrative
      purposes incurred after December 2007. Such $25,000 shall not be utilized
      to pay any liabilities of the Company incurred prior to December 31,
      2007.

              2.

              In
      addition, Xxxxxxx agrees that the Company will pay an additional
      $400,000  to Xxxxxxxxx upon the earlier of (i) eighteen (18)
      months from the date hereof; (ii) at such time as the Company has
      completed a PIPE financing of at least $2,000,000; or (iii) at such time
      as the Company completes a reverse merger
  transaction.

In the
event the Company has to pay any outstanding liabilities or obligations for
debts or lawsuits incurred prior to December 31, 2007, the $400,000 amount will
be reduced by such costs. At such time as Xxxxxxxxx is paid the $400,000 (less
any liabilities, if any) at such date he shall also receive 4,000,000 warrants
exercisable at $.0035.  In the event that Xxxxxxxxx is not paid the
$400,000 within eighteen (18) months from the date hereof, Xxxxxxxxx shall have
the option to purchase shares aggregating in value $400,000 at a price of $0.25
per share and shall receive the 4,000,000 warrants as set forth above. Such
shares shall have piggyback registration rights.

              3.

              Notwithstanding
      anything set forth in the Stock Purchase Agreement, Xxxxxxxxx shall remain
      a consultant to the Company at no consideration for 15 days from the
      Closing to resolve any outstanding debts and liabilities of the
      Company.  During such time, he shall have no authority to act on
      behalf of the Company without the consent of the Paragon in any
      manner.

              4.

              All
      notices, requests and instructions hereunder shall be in writing and
      delivered to each party at the addresses set forth above or to such other
      address as may from time to time be designated by a party
      hereto.

              5.

              In
      the event that any term, covenant, condition, or other provision contained
      herein is held to be invalid, void or otherwise unenforceable by any court
      of competent jurisdiction, the invalidity of any such term, covenant,
      condition, provision or agreement shall in no way affect any other term,
      covenant, condition or provision or agreement contained herein, which
      shall remain in full force and
effect.

              5.

              This
      Agreement contains all of the terms agreed upon by the parties with
      respect to the subject matter hereof.  This Agreement has been
      entered into after full
investigation.

              6.

              This
      Agreement shall be construed in accordance with and governed by the laws
      of the State of New York applicable to agreements made and to be performed
      within the State of New York without giving the effect to the conflict of
      law principals thereof.

              7.

              No
      amendments or additions to this Agreement shall be binding unless in
      writing, signed by both parties, except as herein otherwise
      provided.

Please
sign below to acknowledge the acceptance of the terms of this
Agreement.
 
Very
truly yours,
 
PARAGON
CAPITAL LP

BY:
_____________________________
XXXX XXXXXXXXX
Managing Member of Paragon Capital
Advisors
LLC, 
       
General Partner of Paragon
Capital LP

ACCEPTED
AND AGREED TO BY:

BY:
_____________________________
XXXXX XXXXXXXXX
 
ACCEPTED
AND AGREED TO BY:
 
PREVENTION
XXXXXXXXX.XXX, INC.

BY:
_____________________________
XXXXX XXXXXXXXX
        President
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SCHEDULE A PARAGON CAPITAL LP NEW YORK, NY 10022

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