RELEASE AND SETTLEMENTAGREEMENT Dated:April __, 2009

 

(a)

By executing this AGREEMENT, thus agreeing to the cancelation of the warrants to purchase common stock of the COMPANY issued pursuant to the GRSA, The CALIFORNIA SHAREHOLDERS and LFG represent that they have not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of their ownership, rights, or other interests in such warrants as were issued to each of them pursuant to the GRSA.

 

(b)

By executing this AGREEMENT, thus agreeing to the cancelation of the warrants to purchase common stock of the COMPANY issued pursuant to the GRSA, TOTAL LOOK represents that it has not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of its ownership, rights, or other interests in such warrants as were issued to TOTAL LOOK pursuant to the GRSA.

 

(c)

By executing this AGREEMENT, thus agreeing to the cancelation of the warrants to purchase common stock of the COMPANY issued pursuant to the CONSULTING AGREEMENT, LFG represents that it has not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of its ownership, rights, or other interests in such warrants as were issued to LFG pursuant to the CONSULTING AGREEMENT.

 

(d)

By executing this AGREEMENT, thus agreeing to the cancelation of the warrants to purchase common stock of the COMPANY issued pursuant to the SEA, The DUTCH SHAREHOLDERS represent that they have not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of their ownership, rights, or other interests in such warrants as were issued to each of them pursuant to the SEA.

 

(e)

Upon execution of this AGREEMENT, whereby the warrants issued pursuant to the GRSA, the CONSULTING AGREEMENT, and the SEA are cancelled by agreement between the COMPANY, the CALIFORNIA SHAREHOLDERS, TOTAL LOOK, LFG and the DUTCH SHAREHOLDERS, the COMPANY will have no outstanding warrants to purchase shares of its common stock.

 

(f)

Upon execution of this AGREEMENT, the CALIFORNIA SHAREHOLDERS, TOTAL LOOK, LFG, and the DUTCH SHAREHOLDERS shall return, as soon as practically possible, all warrants to purchase shares of common stock of the COMPANY as issued and described in this Section of this AGREEMENT to the COMPANY, and the COMPANY shall take any and all necessary corporate, administrative, and other actions to finalize the cancellation of all such warrants.  If such warrants cannot be located, a party may certify that the warrant has been lost or destroyed, and such certification shall be deemed full satisfaction of this subparagraph. If any warrants cannot be located, the party unable to locate the warrants shall, as soon as practically possible, notify the COMPANY as such and the COMPANY shall file a Form 8-K with the United States Securities and Exchange Commission detailing as such in order to place the public on constructive notice that such warrants are cancelled and the COMPANY will not recognize such warrants if a party attempts to convert such warrants in the future.

 

(a)

By executing this AGREEMENT, and thus agreeing to rescind the CONSULTING AGREEMENT, the shares of common stock of the COMPANY and the warrants to purchase shares of common stock of the COMPANY issued to LFG pursuant to the CONSULTING AGREEMENT are hereby cancelled by agreement between the COMPANY and LFG. Thus upon execution of this AGREEMENT, LFG will no longer own, nor have any interest in, the 2,400,000 shares of common stock or the 2,400,000 warrants to purchase shares of common stock of the COMPANY as were issued to LFG pursuant to the CONSULTING AGREEMENT, and such shares and warrants will be cancelled.

 

(b)

By executing this AGREEMENT, thus agreeing to the cancelation of the shares of common stock of the COMPANY and warrants to purchase shares of common stock issued pursuant to the CONSULTING AGREEMENT, LFG represents that it has not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of its ownership, rights, or other interests in such shares of common stock and warrants as were issued to it pursuant to the CONSULTING AGREEMENT.

 

(c)

By executing this AGREEMENT, and thus agreeing to rescind the CONSULTING AGREEMENT, LFG releases the COMPANY, and all of its agents, assigns, attorneys, directors, employees, officers, representatives, and similar such individuals, from any and all past, current, and future requirements of payment and financial obligations required by the CONSULTING AGREEMENT. By executing this AGREEMENT, and thus agreeing to rescind the CONSULTING AGREEMENT, LFG also releases and cancels any and all debt or monies owed to LFG by the COMPANY pursuant to the CONSULTING AGREEMENT, and further releases the COMPANY, and all of its agents, assigns, attorneys, directors, employees, officers, representatives, and similar such individuals, from liability arising from such debt or monies owed.

 

(d)

Execution of this AGREEMENT releases both the COMPANY and LFG from any and all past, current, and future duties and obligations required of such parties under the CONSULTING AGREEMENT, and cancels any duty or obligation owed or owing previously under the CONSULTING AGREEMENT as well as any liability based upon any non performance or non-payment under the CONSULTING AGREEMENT.

 

(e)

Upon execution of this AGREEMENT, LFG shall return, as soon as practically possible, all shares of common stock of the COMPANY and warrants to purchase shares of common stock as were issued pursuant to the CONSULTING AGREEMENT, and as described in this Section, to the COMPANY, and the COMPANY shall take any and all necessary corporate, administrative, and other action to finalize the cancellation of all such shares and warrants.

 

(a)

The CALIFORNIA SHAREHOLDERS and LFG currently own shares of common stock of the COMPANY, issued pursuant to the GRSA as follows:

 

(b)

The CALIFORNIA SHAREHOLDERS, LFG and the COMPANY agree to cancel a portion of such shares in the amounts as follows: DOJO agrees to cancel 919,893 shares of common stock of the COMPANY issued pursuant to the GRSA, HYPERION agrees to cancel 959,572 shares of common stock of the COMPANY issued pursuant to the GRSA, PALISADES agrees to cancel 2,720,000 shares of common stock of the COMPANY issued pursuant to the GRSA, MORPHEUS agrees to cancel none of the shares of common stock of the COMPANY issued to it pursuant to the GRSA, BURTON agrees to cancel 1,839,787 shares of common stock of the COMPANY issued pursuant to the GRSA, PICASSO agrees to cancel 1,839,787 shares of common stock of the COMPANY issued pursuant to the GRSA, GLACIER agrees to cancel 1,839,787 shares of common stock of the COMPANY issued pursuant to the GRSA, and LFG agrees to cancel 3,060,000 shares of common stock of the COMPANY issued pursuant to the GRSA.

 

(c)

After execution of this AGREEMENT, the CALIFORNIA SHAREHOLDERS and LFG’s ownership of common stock of the COMPANY will be as follows:

 

(d)

Prior to the execution of this AGREEMENT, the COMPANY had or has 125,611,739 shares of common stock outstanding. After the execution of this AGREEMENT, because the CONSULTING AGREEMENT is hereby being rescinded and the shares of common stock issued pursuant to the CONSULTING AGREEMENT are hereby cancelled, the COMPANY will have 123,211,739 shares of common stock outstanding. The shares retained by the CALIFORNIA SHAREHOLDERS AND LFG, as described in this Section, part (c), equal approximately 10% of 123,211,739, or 12,321,174 shares of common stock of the COMPANY.

 

(e)

The shares of common stock of the COMPANY not cancelled, and which are retained by the CALIFORNIA SHAREHOLDERS and LFG as described in this Section, part (c), shall be subject to anti-dilution rights as described in Section 5 of this AGREEMENT.

 

(f)

By executing this AGREEMENT, thus agreeing to the cancelation of certain shares of common stock of the COMPANY issued pursuant to the GRSA as described in this Section, the CALIFORNIA SHAREHOLDERS and LFG represent that they have not previously sold, exchanged, gifted, or otherwise transferred or encumbered in any way, any of their ownership, rights, or other interests in such shares of common stock of the COMPANY as was issued to each of them pursuant to the GRSA.

 

(g)

Upon execution of this AGREEMENT, the CALIFORNIA SHAREHOLDERS and LFG shall return, as soon as practically possible, shares of common stock of the COMPANY that will be cancelled by agreement upon execution of this AGREEMENT, as issued and described in this Section to the COMPANY, and the COMPANY shall take any and all necessary corporate, administrative, and other action to finalize the cancellation of all such shares.  Upon receipt of share certificates representing the shares owned by the CALIFORNIA SHAREHOLDERS, the COMPANY shall, within five business days, issue new certificates representing the shares that have not been cancelled, free of restrictive legend pursuant to Rule 144.  The COMPANY shall obtain any necessary legal opinions required for this issuance.

 

(a)

As part of the GRSA, Total Look transferred shares of preferred stock of the COMPANY to the CALIFORNIA SHAREHOLDERS and LFG in exchange for $7500.00. The CALIFORNIA SHAREHOLDERS and LFG thereafter converted such preferred stock into shares of common stock of the COMPANY.

 

(b)

Such converted shares are, as part of this AGREEMENT, being cancelled and retained as described in Section 3, above, and are not being returned to TOTAL LOOK as part of the rescission of the GRSA.

 

(c)

The COMPANY shall, as soon as practically possible upon execution of this AGREEMENT, issue 13,178,826 shares of common stock to TOTAL LOOK, in order to place TOTAL LOOK into a share ownership position similar to that which TOTAL LOOK held prior to the execution of the GRSA. The shares of common stock of the COMPANY issued to TOTAL LOOK pursuant to this Section of this AGREEMENT shall be subject to anti-dilution rights as described in Section 5 of this AGREEMENT.

 

(d)

By executing this AGREEMENT, TOTAL LOOK releases the CALIFORNIA SHAREHOLDERS and LFG, and all of its agents, assigns, attorneys, directors, employees, officers, representatives, and similar such individuals, from any and all past, current, and future requirements of payment and financial obligations required by the GRSA.

 

(e)

By executing this AGREEMENT, the COMPANY, TOTAL LOOK, the CALIFORNIA SHAREHOLDERS, and LFG hereby release each and all of the others, and all of their agents, assigns, attorneys, directors, employees, officers, representatives, and similar such individuals, from any and all past, current, and future liabilities arising out of the GRSA.

 

(a)

The shares of common stock of the COMPANY issued to TOTAL LOOK pursuant to the GRSA, totaling 49,500,000, shall be subject to the anti-dilution provisions as described and defined in this Section to this AGREEMENT.

 

(b)

The shares of common stock of the COMPANY issued to TOTAL LOOK pursuant to the Section 4 to this AGREEMENT, totaling 13,178,826, shall be subject to the anti-dilution provisions as described and defined in this Section to this AGREEMENT.

 

(c)

The shares of common stock of the COMPANY retained by the CALIFORNIA SHAREHOLDERS and LFG after execution of this AGREEMENT as described in Section 3, part (c) herein, shall be subject to the anti-dilution provisions as described and defined in this Section to this AGREEMENT.

 

(d)

The shares of common stock of the COMPANY issued to the DUTCH SHAREHOLDERS pursuant to the SEA (30,000,000 shares owned by BOUWENS, and 6,000,000 shares owned by DE METZ, MNH, and BLIJLEVEN, each) shall be subject to the anti-dilution provisions as described and defined in this Section to this AGREEMENT.

 

(e)

This anti-dilution provision requires that the company issue shares of restricted common stock of the COMPANY to the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS in the event that the COMPANY engage in any diluting event such as a forward or reverse stock split, any issuance of shares of common stock,, warrants  or other securities convertible into common stock, stock consolidation, exchange of shares, reverse, reorganization or similar event that would dilute the ownership percentage of common stock of the COMPANY of the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, or the DUTCH SHAREHOLDERS. In the event of such a diluting event, the COMPANY shall issue shares of common stock of the COMPANY, or identical securities of such issuance is of any security other than common stock (such as warrants or preferred stock) to the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, or the DUTCH SHAREHOLDERS in such amounts as would make such parties’ ownership percentage the same, or approximately the same, percentage ownership as each party held prior to the diluting event.

 

(f)

It is hereby agreed by the COMPANY, the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS that the anti-dilution provisions herein shall not apply, and any anti-dilution rights shall be and are hereby waived by the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS, in the event of  the issuance of shares of common stock pursuant to a “bonafide financing,” an acquisition of another entity or property, or as part of a settlement of a lawsuit, arbitration, or other legal conflict; provided, however, that this exception shall not apply to any acquisition or settlement unless each of the following conditions are satisfied:

 

(i)

The acquisition or settlement is with a party that is not an officer or director or ten percent or more shareholder of the Company, or any party to this Agreement;

 

(ii)

The acquisition or settlement is negotiated in good faith, in an arm’s length negotiation, on terms that are fair and reasonable to the Company;

 

(iii)

The Company shall offer to sell to CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS, a number of shares of common stock, at the price per share reasonably attributed to the consideration received by the Company for the shares issued pursuant to the acquisition or settlement, equal to the percentage of shares owned by each such shareholder as a percentage of the total number of shares held by all such shareholders.  Thus, for example only, assume the total number of shares of common stock of the Company owned by all of CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS is 1,000,000 shares, and TOTAL LOOK owns 200,000 of such shares.  The Company then issues 100,000 shares pursuant to a settlement or acquisition in which the shares of common stock are valued at $0.10 per share.  In such case, TOTAL LOOK would have the right to purchase 20,000 shares for $0.10 per share.  A shareholder shall have thirty days to accept and purchase its allotment of shares, starting from the date of its receipt of (i) written notice by the Company of such shareholders right to purchase shares, including the number of shares and the purchase price of such shares, and a reasonable description of the event triggering such right, and (ii) a copy of the relevant acquisition or settlement agreement.

 

(g)

“Bonafide financing” consists of an event where by the COMPANY issues shares of common stock of the COMPANY in exchange for capital investment made into the COMPANY including offers and sales of COMPANY common stock made pursuant to an exemption from registration pursuant to the United States Securities and Exchange Commission, public or private offerings for the purpose of raising capital for the COMPANY, or other similar such capital raising activities. “Bonafide financing” does not include the trading of COMPANY shares now registered and trading on any exchange.  In the event of a Bonafide financing, the Company shall offer to each of CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK, and the DUTCH SHAREHOLDERS, the right to purchase shares pursuant to such offering at the lowest price as is offered to or accepted from any other party.

 

(h)

The shares subject to the anti-dilution provisions will be non-dilutable as long as such shares are owned by the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK and the DUTCH SHAREHOLDERS.  If such shares are sold, gifted, transferred, traded, lost, encumbered by a third-party or otherwise become no longer in the possession and control of such original shareholder (the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK or the DUTCH SHAREHOLDERS), or subject to the control or interest of a third-party, then the CALIFORNIA SHAREHOLDERS, LFG, TOTAL LOOK and the DUTCH SHAREHOLDERS hereby agree that the anti-dilution provisions described herein for such shares no longer apply.  For clarification, any shares transferred or sold in a private transaction to an affiliate of the transferor, such as a trust or other entity owned in whole or in part by the transferor or its affiliates, shall not be deemed to terminate the anti-dilution rights described herein.

 

(a)

The COMPANY, the CALIFORNIA SHAREHOLDERS, and LFG hereby agree that LFG will be paid a 5% commission of the gross sale for any sales made through individuals and/or entities that are introduced to the COMPANY by the CALIFORNIA SHAREHOLDERS or LFG or their affiliates.

 

(b)

Each such sales commission shall be memorialized and further described and defined in separate agreements made with regard to each sale or customer that the CALIFORNIA SHAREHOLDERS or LFG introduce to the COMPANY.

 

(a)

The Releases:

 

a.

Upon the execution of this AGREEMENT, the COMPANY, TOTAL LOOK AND THE DUTCH SHAREHOLDERS each hereby releases and discharges each of the COMPANY, THE CALIFORNIA SHAREHOLDERS, LFG, and their respective agents, assigns, attorneys, directors, employees, officers, managers, members, trustees, beneficiaries, parents, partners, predecessors, representatives, subsidiaries, successors, transferees, and all other similar such individuals and entities, and all persons acting by, through, under or in concert with any of them, and each of them from any and all actions, causes of action, claims, costs, damages, debts, demands, expenses, liabilities, losses and obligations of every nature, character and description, known or unknown, suspected or unsuspected, actual or contingent, which the releasing party now owns or holds, or has at any time heretofore owned or held, or may at any time hereafter own or hold, by reason of any matter, cause or thing whatsoever incurred, done, omitted or suffered to be done arising out of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly connected with any fact, circumstance or event existing on or prior to the date hereof (all such released or discharged claims and items, collectively, the “Company Released Claims”.

 

b.

Upon the execution of this AGREEMENT, LFG and the CALIFORNIA SHAREHOLDERS each hereby releases and discharges the COMPANY, TOTAL LOOK AND THE DUTCH SHAREHOLDERS, and their respective agents, assigns, attorneys, directors, employees, officers, managers, parents, partners, predecessors, representatives, subsidiaries, successors, transferees, and all other similar such individuals and entities, and all persons acting by, through, under or in concert with any of them, and each of them from any and all actions, causes of action, claims, costs, damages, debts, demands, expenses, liabilities, losses and obligations of every nature, character and description, known or unknown, suspected or unsuspected, actual or contingent, which the releasing party now owns or holds, or has at any time heretofore owned or held, or may at any time hereafter own or hold, by reason of any matter, cause or thing whatsoever incurred, done, omitted or suffered to be done arising out of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly connected with any fact, circumstance or event existing on or prior to the date hereof (all such released or discharged claims and items, collectively, the “LFG Released Claims,” and, together with the Company Released Claims, the “Released Claims”).

 

(b)

The releases provided herein shall not be deemed an admission by any of the parties hereto of any sort. No right shall inure to any third party from the obligations, representations and agreements made or reflected herein.

 

(c)

Each of the parties to this AGREEMENT represents and warrants that it alone is the owner of the Released Claims, that it has not heretofore assigned or transferred, nor purported to assign or transfer to any third party, and is not aware of any third party, who might assert some interest in any of the Released Claims. Each party to this AGREEMENT further agrees to indemnify, defend and hold harmless the other from all liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by another party to this AGREEMENT as a result of any third party asserting any such assignment or transfer of any such interest, right or claim.

 

(d)

Each of the parties to this AGREEMENT represents and warrants that none of the Released Claims is subject to any purported or actual lien, security interest, encumbrance or other contractual right of any third party. Each Party further agrees to indemnify, defend and hold harmless the other from all liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by another party to this AGREEMENT as a result of any third party asserting the existence of any of the foregoing.

 

(e)

Each of the parties to this AGREEMENT acknowledges that it has read this AGREEMENT, has been, or has had the opportunity to be, represented by independent counsel of their own choice in connection with the circumstances leading up to the execution of the releases herein, understands the terms, conditions and consequences of such releases, and is freely and voluntarily entering into such releases.

 

(f)

By execution of this AGREEMENT and the releases contained in this Section, each releasing party represents and warrants to the released parties that no claim that he, she, or it has, had, might have or might have had in the past against any person or entity released hereby, has previously been conveyed, assigned, or in any manner transferred, in whole or in part, to any third party. Each releasing party expressly represents and warrants to all others that he, she or it has full authority to enter into this AGREEMENT and grant the releases contained in this Section.