Unassociated Document


    

       

      THIS
        SETTLEMENT AND RELEASE dated
        effective the 8th
        day of
        December, 2006 by:

       

      New
        World Entertainment Corp.,
        a
        company incorporated under the laws of the State of Nevada and having an
        address
        for the purposes of this Agreement at 510 - 999 West Hastings Street, Vancouver,
        British Columbia V6C 2W2

       

      (“New
        World”)

       

      AND:

       

      Global
        Developments Inc.,
        a
        company incorporated under the laws of the State of Delaware and having an
        address for the purposes of this Agreement at 510 - 999 West Hastings Street,
        Vancouver, British Columbia V6C 2W2

       

      (“Global”)

       

      AND:

       

      555
        Holdings LLC.,
        a
        company incorporated under the laws of the State of Nevada and having an
        address
        for the purposes of this Agreement at 510 - 999 West Hastings Street, Vancouver,
        British Columbia V6C 2W2

       

      (“555”)

       

      AND:

       

      Liverpoole,
        Inc.,
        a
        company incorporated under the laws of Antigua, and having an address for
        the
        purposes of this Agreement at Suite 205 - 2922 Glen Drive, Coquitlam, British
        Columbia

       

      (“Liverpoole")
        

       

      AND:

       

      World
        Mobile Network Corp,
        a
        company incorporated under the laws of Nevada, and having an address for
        the
        purposes of this Agreement at Suite 205 - 2922 Glen Drive, Coquitlam, British
        Columbia

       

      (“WMN")
        

       

      



      
        
           

          
          

        

        
           

          
            

          

        

        
          
          

        

      


       

      WHEREAS:

       

      	A.  	
              Pursuant
                to transactions and understandings made prior to the date hereof,
                New
                World is indebted to Global and 555 in the aggregate amount of USD$3.25
                million (the “Debt”) of which an amount of USD$2.585 was used by
                Liverpoole, Inc. a Nevis company to acquire certain assets in May
                through
                August 2006;

            


       

      	B.  	
              Global,
                555, New World and WMN have agreed to release New World at no cost
                to New
                World, and New World has agreed to release Liverpoole from its obligations
                under a Share Exchange Agreement dated May 12th,
                2006 (the “Share Exchange Agreement”),

            


       

      all
        on
        the terms and conditions set out herein,

       

      NOW
        THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
        of the parties herein contained and for other valuable consideration, the
        receipt and sufficiency of which is acknowledged by each party to the other
        parties, the parties agree as follows:

       

      1.  Global
        and 555 hereby irrevocably each release New World from its obligation to
        repay
        the Debt to Global and 555, and each further release Liverpoole from any
        and all
        obligation in respect thereof, including any right now or in the future to
        demand repayment of the Debt from Liverpoole.

       

      2.  New
        World
        hereby releases Liverpoole from any and all obligation in respect of the
        Debt,
        including any right now or in the future to demand an exchange of shares
        from
        Liverpoole pursuant to the Share Exchange Agreement.

       

      3.  Liverpoole
        hereby releases New World from any and all obligation in respect thereof,
        including any right now or in the future to demand an exchange of shares
        from
        New World pursuant to the Share Exchange Agreement.

       

      4.  WMN
        hereby releases New World from any and all obligation in respect thereof,
        including any right now or in the future to demand an exchange of shares
        from
        New World pursuant to the Share Exchange Agreement.

       

      5.  Each
        party represents, warrants and covenants to the other party that it has obtained
        all requisite independent legal advice, corporate and other approvals or
        consents necessary for that party to enter into this Agreement and to perform
        each and every covenant of it contained herein.

       

      6.  Each
        party agrees to do such things and execute such documents as may be reasonably
        required to give full effect to the transaction contemplated by this
        Agreement.

       

      7.  This
        Agreement shall be governed by the laws of the Province of British
        Columbia.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      8.  This
        Agreement may be executed in counterparts and by the parties hereto on separate
        counterparts, each of which shall be deemed an original, but all of which
        together shall constitute one and the same instrument. Further, this Agreement
        constitutes the entire agreement of the parties with respect to the matters
        set
        out herein.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of and with
        effect
        from the date first above written.

       

      IN
        WITNESS WHEREOF the parties have hereunto set their hands and seals effective
        as
        of the Effective Date first above written.

      
        	
                 

                SIGNED,
                  SEALED AND DELIVERED BY

                NEW
                  WORLD ENTERTAINMENT CORP. per:

                 

                ____________________________________

                Authorized
                  Signatory

                 

                 

                Name
                  of Signatory: __________________________

                 

                Title
                  of Signatory: ___________________________

                 

              	 
	
                 

                SIGNED,
                  SEALED AND DELIVERED BY

                GLOBAL
                  DEVELOPMENTS INC. per:

                 

                ____________________________________

                Authorized
                  Signatory

                 

                 

                Name
                  of Signatory: ___________________________

                 

                Title
                  of Signatory: ____________________________

                 

              	 
	
                 

                SIGNED,
                  SEALED AND DELIVERED BY

                555
                  HOLDINGS LLC per:

                 

                ____________________________________

                Authorized
                  Signatory

                 

                 

                Name
                  of Signatory: __________________________

                 

                Title
                  of Signatory: ___________________________

              	 


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

       

      
        	
                 

                SIGNED,
                  SEALED AND DELIVERED BY

                LIVERPOOLE
                  INC. per:

                 

                ____________________________________

                Authorized
                  Signatory

                 

                 

                Name
                  of Signatory: __________________________

                 

                Title
                  of Signatory: ___________________________

                 

              	 
	
                 

                SIGNED,
                  SEALED AND DELIVERED BY

                WORLD
                  MOBILE NETWORK CORP. per:

                 

                ____________________________________

                Authorized
                  Signatory

                 

                 

                Name
                  of Signatory: __________________________

                 

                Title
                  of Signatory: ___________________________