Exhibit 10.3



                              SETTLEMENT AGREEMENT

         THIS  SETTLEMENT  AGREEMENT  ("Agreement"),  is made this  December 14,
2000, by and between  Barrington L. Simon,  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

         A. Simon 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
----------------------------------------------------------------------
Total: 482,538                                     $373,808


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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 L. Simon


/s/ Don Iwacha                                   /s/ Barrington L. Simon
------------------------------                   -------------------------------
Don  Iwacha, President                           Barrington L. Simon