Exhibit 10.3
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("Agreement"), is made this December 14,
2000, by and between Barrington X. Xxxxx, an individual residing in Ancaster,
Ontario ("Simon"), and Light Management Group, Inc., a Nevada corporation
("LMG") (Simon & LMG are hereinafter referred to as the "Parties").
RECITALS
X. Xxxxx has loaned LMG a total of $207,141 (the "Debt") in accordance
with and as evidenced by the Promissory Note dated November 27, 2000.
B. LMG and Simon executed an employment agreement whereby LMG agreed to
pay Simon annual compensation of $250,000. LMG is eight (8) months delinquent in
making such compensation payments, which totals $166,667 ("Compensation").
C. LMG granted Simon stock options as bonus compensation pursuant to a
Stock Option Agreement, dated July 5, 2000 (the "Stock Options"). The Parties
desire to resolve the Debt and Compensation by applying both amounts to the
exercise price of those Stock Options which bear an aggregate exercise price
equal to both the Debt and Compensation.
AGREEMENT
NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. LMG herewith tenders the Debt and Compensation to Simon and Simon
acknowledges his receipt of US$373,808 as repayment o the $207,141 Debt and
receipt of $166,667 as payment of the Compensation.
2. Simon hereby exercises the following stock options granted pursuant to the
July 5, 2000 Stock Option Agreement, and Simon hereby tenders the aggregate
exercise price of options to purchase 482,538 shares of common stock by waiving
his right to collect from LMG the Debt and Compensation, which LMG accepts as
the appropriate exercise price for such 482,538 options:
Number of Shares Price per Share Amount
100,000 $0.25 $25,000
100,000 $0.50 $50,000
250,000 $1.00 $250,000
32,538 $1.50 $48,808
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Total: 482,538 $373,808
3. LMG shall effect the issuance of 482,538 shares of its common stock to Simon
in exchange for Simon's discharge of the Debt and Compensation.
IN WITNESS WHEREOF, the signatures below hereby evidence the Parties
execution of and satisfaction with this Settlement Agreement.
Light Management Group, Inc. Barrington X. Xxxxx
/s/ Don Iwacha /s/ Barrington X. Xxxxx
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Don Iwacha, President Barrington X. Xxxxx
