Skkynet owes to Officer/Director US$ for services incurred by Officer/Director during the period of November 1, 2013 through October 31, 2015 (the "Accrued Fees"). Skkynet and Officer/Director desire to settle the Accrued Fees pursuant to the terms of this Agreement.

Skkynet agrees to issue to Officer/Director shares of common stock, par value $.001 per share, of Skkynet.

In consideration of the performance of Skkynet described in Paragraph 2, above, Officer/Director, on behalf of itself and its successors, assigns, members, managers, officers, Officer/Directors, agents, and representatives hereby releases and forever discharges, Skkynet, together with its successors, assigns, directors, officers, agents, Officer/Directors, and representatives, from any and all actions, causes of action, claims, liability, demands, damages, costs, and expenses of every kind whatsoever, in law or in equity, known or unknown, contemplated, accrued, existing or not yet mature, which Officer/Director has or may have as of the Effective Date relating specifically to the Accrued Fees. This paragraph shall not discharge Skkynet from any obligations arising out of this Agreement.

The Parties represent that they have made no assignment and will make no assignment of the actions, causes of action, or claims released herein.

It is expressly understood that any action by any Party in connection with this Agreement is not, and shall not be construed as, an admission of liability; rather, any such actions are made and done only as part of this settlement and release of disputed claims.

Each undersigned Party acknowledges that: (1) the Party has read this Agreement fully and carefully before signing it; (2) the Party has consulted with or has had the opportunity to consult with an attorney regarding the legal effect and meaning of this Agreement and all of its terms and conditions, and that the Party is aware of the contents of this Agreement and its legal effects; (3) the Party has had the opportunity to make whatever investigation or inquiry that the Party deems necessary or appropriate in connection with the subject matter of this Agreement; (4) the Party is of sound mind and is executing this Agreement voluntarily and free from any undue influence, coercion, duress, or fraud of any kind; and (5) the Party is waiving and releasing all claims against the other Party as provided herein knowingly and voluntarily.

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

SETTLEMENT AND RELEASE AGREEMENT

It is expressly understood and agreed that the execution and performance of this Agreement is in full accord and satisfaction of all demands between the Parties as of the Effective Date of this Agreement. This Agreement shall be binding and inure to the benefit of the Parties and their successors and assigns.

The Parties acknowledge that this Agreement contains the entire agreement and understanding between the Parties relating to the subject matter hereof, and that this Agreement merges and supersedes all prior discussions and understandings between the Parties relating to said subject matter. The Parties confirm that no promise or inducement not expressed in the written terms of this Agreement has been made to the other. In entering into this Agreement, the Parties are not relying upon any statement or representation not contained in this Agreement made by any other Party, the Party's counsel, partners, directors, managers, members, officers, Officer/Directors, agents, or any other person representing either of the Parties concerning the nature, severity, extent, or consequences of any injuries, damages, losses, costs, and claims of any Party hereto and any liability therefor.

Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be valid under existing law. A finding of invalidity as to any provision of this Agreement or any portion thereof, shall void only that provision or portion and no other, and this Agreement shall be interpreted as if it did not contain such invalid provision or portion.

The Parties shall perform any additional lawful acts, including the execution of additional agreements, as are reasonably necessary to effectuate the purposes of this Agreement.

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

This Agreement may be executed by exchange of facsimile copies. The facsimile copies showing the signatures of the Parties shall constitute originally signed copies of the Agreement requiring no further execution.

SETTLEMENT AND RELEASE AGREEMENT

SKKYNET CLOUD SYSTEMS, INC.

By:

Name:

Paul E. Thomas

Title:

President

COGENT REAL-TIME SYSTEMS INC.

By:

Name:

Andrew S. Thomas

Title:

President

OFFICER/DIRECTOR

By:

Name: