AMENDED AND RESTATED
                     SETTLEMENT AND MUTUAL RELEASE AGREEMENT


     THIS  AMENDED  AND  RESTATED  SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this
"Agreement") is made and entered into by and between IOM Holdings, Inc. ("IOMH")
and  DRT  Holdings,  Inc.  ("DRTH")  and  is  dated  April 9, 2003 for reference
purposes  only  and  is effective as of November 5, 2000. IOMH and DRTH are each
referred  to  herein  as  a  "Party"  and  together  as  the  "Parties."

                                    RECITALS

     This  Agreement  is  entered  into  with  reference to the following facts:

A.     IOMH  has  loaned  $1  million  to  DRTH  (the  "Loan").

B.     DRTH  has  recently  indicated  that  it  cannot  pay  back  the  Loan.

C.     IOMH  and  DRTH have entered into a certain Settlement and Mutual Release
Agreement  dated  November  5,  2000  which contained certain inadvertent errors
including  a reference in Section 13.3 of that agreement to parties not involved
in  the matters covered by that agreement. In addition, that agreement contained
an  inadvertent  error  on the signature page thereto stating that the agreement
was  executed  as of November 5, 2002 when in fact the agreement was executed as
of  November  5,  2000.

D.     IOMH  and  DRTH  now  desire  to  amend  and  restate in its entirety the
Settlement  and  Mutual  Release Agreement dated November 5, 2000 to correct the
aforementioned  errors  and  other  minor  typographical  and  other  errors.
NOW, THEREFORE, in consideration of the covenants and promises contained herein,
and  for other good and valuable consideration, the existence and sufficiency of
which  is  hereby  acknowledged,  the  Parties  hereto  agree  as  follows:

1.     Representations  and  Warranties.
       --------------------------------

1.1     Authority.  Each  Party  represents and warrants that the person signing
this  Agreement on behalf of the respective Parties has full power and authority
to cause such Party to enter into this Agreement an its behalf, and to bind such
Party  to  the  terms  hereof.

1.2     Ownership  of Released Matters. The Parties hereby warrant and represent
that  they  are the sole and lawful owners of all rights, title and interests in
and  to  all "Claims," as hereinafter defined, and that they have not heretofore
assigned  or  transferred or purported to assign or transfer to any other person
any  released  matters  or  any  part  or  portion  of any "Claims" or "Released
Matters"  as  defined  herein.

2.     Mutual  Release.
       ---------------

2.1     DRTH  hereby  transfers  and  assigns all of its assets to IOMH free and
clear  of  all  liens  and  encumbrances, except financial institution liens. As

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<PAGE>

consideration  for  such  transfer,  IOMH and DRTH hereby expressly release each
other  (including  each  party's  directors,  officers,  shareholders,  assigns,
employees,  agents,  predecessors  and  attorneys)  from  any legal or equitable
claims  ("Claims"),  including,  but  not  limited to Claims arising from the $1
million  loan,  under  or  through them, both past and present, from any and all
manner  of  action  or  actions, cause or causes of action, in law or in equity,
suits,  debts,  liens,  contracts (express, implied in fact, or implied in law),
agreements,  promises,  liabilities,  claims,  set  offs,  rights and claims for
indemnity  and/or contribution, refunds, overpayments, demands, damages, losses,
costs,  or  expenses,  of  any nature whatsoever, known or unknown, suspected or
unsuspected,  fixed  or  contingent, which each now has or may hereafter have by
reason  of  any  matter, cause or thing whatsoever from the beginning of time to
the  date  hereof  (the  "Released  Matters").

2.2     As  further  consideration under this settlement and release, all shares
of  DRTH  shall be transferred to Fei Fei Linn and all officers and directors of
DRTH  shall  resign.  Fei  Fei  Linn shall become the sole officer and director.

3.     California  Civil  CodeSection  1542  Waiver.
       --------------------------------------------

     THE  PARTIES  HEREBY  EXPRESSLY  WAIVE  ALL  RIGHTS UNDER THE PROVISIONS OF
SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA AND ANY SIMILAR RIGHTS
IN  ANY  STATE  OR  TERRITORY  OR UNDER ANY SIMILAR STATUTE OR REGULATION OF THE
UNITED  STATES  OR  ANY  OF  ITS AGENCIES. SECTION 1542 OF THE CIVIL CODE OF THE
STATE  OF  CALIFORNIA  READS  AS  FOLLOWS:

"A  GENERAL  RELEASE  DOES  NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT
KNOW  OR  SUSPECT  TO  EXIST  IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH  IF  KNOWN  BY  HIM  MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

4.     Compromise.
       ----------
     This  Agreement and the releases contained herein affect the compromise and
settlement  of  disputed and contested claims and nothing contained herein shall
be construed as an admission by any Party hereto of any liability of any kind to
any other Party. Each Party hereby expressly denies that it is in any way liable
to  any  other  Party  to  this  Agreement.

5.     Benefit  and  Burden.
       --------------------
     This  Agreement shall be binding upon and shall inure to the benefit of the
Parties hereto and their representatives, successors, assigns, agents, servants,
employees, predecessors, assignors, officers, directors, shareholders, partners,
parent  companies,  subsidiary  companies  and  affiliates.

6.     Cooperation.
       -----------
     The  Parties  hereto agree to execute, acknowledge and deliver such further
and  additional  instruments  and  documents  as reasonably shall be required or
appropriate  to  implement,  confirm or perfect the provisions and intentions of
this  Agreement.

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<PAGE>

7.     Waiver  and  Amendment.
       ----------------------
     This  Agreement  may only be amended by a written agreement executed by all
of  the  Parties  hereto.

8.     Governing  Law.
       --------------
     This Agreement and any other documents referred to herein shall be governed
by,  construed  and  enforced  in  accordance  with  the  laws  of  the State of
California.  Venue  for  any  proceeding  to construe or enforce this Agreement,
shall  be  the  Superior  Court  in and for the County of Orange in the State of
California.

9.     No  Admission.
       -------------
     In  entering  into  this  Agreement,  no  Party  herein  is  admitting  the
sufficiency of any claims, allegations, assertions, contentions, or positions of
any  other  party,  nor  the  sufficiency  of  the  defenses  of  such  claims,
allegations,  assertions,  contentions,  or  positions.

10.     Entire  Agreement;  Amendment  and  Restatement.
        -----------------------------------------------

10.1     All  agreements, covenants, representatives and warranties, express and
implied,  oral  and written, of the Parties hereto concerning the subject matter
hereof  are contained herein. No other agreements, covenants, representations or
warranties,  express  or  implied,  oral or written, have been made by any party
hereto  to  any  other Party concerning the subject matter hereof. All prior and
contemporaneous  conversations,  negotiations,  possible and alleged agreements,
representations,  covenants  and warranties concerning the subject matter hereto
are  merged  herein.  This  is  an  Integrated  Agreement.

10.2     The  provisions  of  this  Section  shall,  without  limiting  their
applicability  to  any  other facts or circumstances, apply specifically to that
certain  Settlement  and  Mutual  Release  Agreement between IOMH and DRTH dated
November  5,  2000  which is hereby amended and restated in its entirety by this
Agreement.

11.     Construction.
        ------------
     Each  Party  and  counsel  for  each  Party  have reviewed and revised this
Agreement,  and  the  normal  rules  of  construction  to  the  effect  that any
ambiguities  in  this  Agreement  are  to be resolved against the drafting parry
shall  not  be  employed  in  the  interpretation  of  this  Agreement.


12.     Counterparts.
        ------------
     This  Agreement  may be executed in one or more counterparts, each of which
shall  be  deemed  an  original,  and will become effective and binding upon the
Parties,  as  of  the effective date set forth above, at such time as all of the
signatories hereto have signed a counterpart of this Agreement. All counterparts
so  executed  shall  constitute one Agreement binding on all the parties hereto,
notwithstanding  the  fact  that  all  Parties  hereto  may  not  have  signed a
sufficient  number  of  counterparts  so  that  each  Party will receive a fully
executed  original  of  this  Agreement.

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<PAGE>

13.     Understanding.
        -------------
     The  Parties  hereto,  and  each  of  them, represent, warrant and agree as
follows:

13.1     They  have  received independent legal advice from their attorneys with
respect  to the advisability of making the settlement provided for herein and in
entering  into  this  Agreement;

13.2     They  have  made  such  investigation  of  the  facts pertaining to the
settlement  and  the  release  of  all  matters  pertaining  hereto as they deem
necessary  or  desirable;  and

13.3     Each  of  the  Parties  hereto acknowledges and understands that it has
been  advised  to  seek independent counsel regarding the legal ramifications of
the Agreement. Each of the Parties is relying upon its own business judgment and
has  been  provided  with  the  opportunity to consult with independent counsel.

14.     Voluntary  Agreement.
        --------------------
     The  Parties  hereto,  and each of them, further represent and declare that
they  have  carefully  read this Agreement and know the contents hereof and that
they  sign  the  same  freely  and  voluntarily.

     IN  WITNESS  WHEREOF,  the  Parties  hereto have executed this Agreement on
April  9, 2003  to  be  effective  as  of  the  5th  day  of  November,  2000.


IOM  HOLDINGS,  INC.


BY:     /s/  Tony Shahbaz

TITLE:  /s/  President


DRT  HOLDINGS,  INC.


BY:   /s/   Fei Fei Linn

TITLE:/s/   President

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