Exhibit 10.2
SETTLEMENT & WAIVER AGREEMENT
THIS SETTLEMENT & WAIVER AGREEMENT ("Agreement"), by and between Omega
Holdings, Bahamas, Ltd., 000 Xxxxxxx Xxxxxx, X.X. Xxx X000, Xxx Xxxxxx and Bank
Lane, Nassau, Bahamas ("Omega"), and Light Management Group, Inc., a Nevada
corporation (the "Company"), (hereinafter collectively referred to as the
"Parties"), is entered into this 1st day of March 2001, to settle the Company's
$1.6 million debt to Omega.
RECITALS
A. Omega paid approximately $1.6 million to satisfy a debt of the
Company on or before September 1, 2000 (the "Debt");
B. The Company desires to settle the Debt owed to Omega by issuing
Omega shares of the Company's common stock.
C. Based on recent financing attempts, during which potential equity
investors have noted resale restrictions and the OTC-BB listing and therefore
demanded 40-50% discounts to the prevailing market price of the Company's common
stock, the board of directors believes it to be in the Company's best interest
to discount the prevailing price of the Company's common stock, which as of
February 28, 2001 closed at $1.50, by 42.5%. Such discount reduces the
applicable price to be utilized in computing the number of shares required to
satisfy the Debt to $0.8625 per share, thus requiring the issuance of 1,855,072
shares of the Company's common stock to resolve the Company Debt.
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. The Company hereby agrees to repay the Debt by immediately issuing
Omega One Million Eight Hundred Fifty-five Thousand Seventy-two (1,855,072)
shares of Common Stock (the "Common Shares").
2. Omega agrees to waive and fully discharge the Debt upon the issuance
of the Common Shares in Omega's name.
3. Omega and the Company agree that the execution of the above actions
will cancel the Debt as heretofore is owed by the Company to Omega.
IN WITNESSETH WHEREOF, the signatures below hereby evidence the Parties
execution of and satisfaction with this Settlement Agreement.
Light Management Group, Inc. Omega Holdings, Bahamas, Ltd.
/s/ Xxxxxx Iwacha /s/ Xxxxxxxx Xxxxxx
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Xx. Xxxxxx Iwacha, President Xxxxxxxx Xxxxxx, Directors
