Settlement Agreement And Release (Page 6 of 6) in pdf

Settlement Agreement And Release Page 6

Exhibit A

Form of Instruction Letter

March __, 2010

Dear Solomon Ward Seidenwurm & Smith, LLP

In connection with that certain Settlement Agreement and Release executed effective March

__, 2010, between Who’s Your Daddy, Inc., a Nevada corporation (“WYD”) on the one hand,

and Sacks Motor Sports, Inc. (“SMI”) and Greg Sacks, an individual (“Greg”) on the other

hand, we are delivering to you together with this irrevocable instruction letter a total of

1,000,000 (One Million) shares of WYD common stock in the form of ten (10) shares

certificates of 100,000 (One Hundred Thousand) each (each a “Certificate”) in the name of

Sacks Motor Sports, Inc..

You are hereby irrevocably instructed to release one (1) Certificate per month for ten (10)

consecutive

months

commencing

July

15,

2010

(the

“Shares”)

SMI

_____________________________ [address].

We will send you written notice no later than the tenth (10

) calendar day of each month to

remind you to do so.

Should any dispute arise with respect to the Shares or any Certificate, your sole duty will be

to interplead the remaining Certificates with the Superior Court in San Diego County and

provide notice to WYD and SMI accordingly.

Sincerely,

Who’s Your Daddy, Inc.,

a Nevada corporation

By: ______________________________

Mike Dunn, President

P:00533675.3:86531.001

Settlement Agreement And Release Page 6