Exhibit
      10.1

     

    SETTLEMENT
      AGREEMENT AND RELEASE

     

    This
      Settlement Agreement and Release (the “Agreement”) is made as of this
      18th
      day of
      July 2007 by and between AMF Capital, Inc. (formerly known as Hansen Gray &
Company, Inc.) (“AMF”), on the one hand, and Celsia Technologies, Inc. (formerly
      known as iCurie, Inc.) (“Celsia”), on the other.

     

    RECITALS

     

    WHEREAS,
      a dispute has arisen between the parties with respect to (i) the rights of
      AMF under that certain Registration Rights Agreement dated as of July 11, 2005
      by and among AMF, Celsia and certain additional parties (the “Registration
      Rights Agreement”) and (ii) certain prior discussions between AMF and
      Celsia with respect to the potential issuance and sale of debentures by AMF
      to
      Celsia and certain related discussions (collectively, the “Dispute”);
      and

     

    WHEREAS,
      AMF and Celsia desire to compromise, settle, and resolve the Dispute between
      them, including but not limited to any claims which have been or could have
      been
      claimed for contractual, extra-contractual, or any other claim, be it founded
      in
      contract, tort, equity or any other possible theory of recovery, whether or
      not
      asserted during the Dispute, in accordance with the terms of this
      Agreement.

     

    NOW,
      THEREFORE,
      for and
      in consideration of the mutual promises set forth in this Agreement, and for
      other good and valuable consideration, the receipt, adequacy and sufficiency
      of
      which the parties acknowledge, the parties agree as follows:

     

    1.  The
      Recitals set forth above are incorporated into and made part of this
      Agreement.

     

    2.  Upon
      the
      execution of this Agreement by AMF and the resignation of Alan B. Miller from
      the board of directors of Celsia, Celsia shall (i) make a single payment to
      AMF in the total amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
      ($100,000.00), by wire to AMF, which payment shall be considered an advance
      to
      AMF under that certain Revenue Share Agreement dated May 18, 2005 by and among
      Celsia Technologies UK Limited, AMF and CHL Investment Partnership (the “Revenue
      Share Agreement”) and (ii) issue to AMF a warrant in the form attached
      hereto as Exhibit
      A
      (the
“Warrant”) to purchase 1,000,000 shares of common stock of Celsia at an exercise
      price of $0.88 per share.

     

    3.  AMF,
      on
      behalf of itself and its agents, principals, officers, directors, shareholders,
      employees, representatives, parents, affiliates, subsidiaries, divisions,
      associates, predecessors, successors, owners and assigns, hereby releases Celsia
      and its agents, principals, officers, directors, shareholders, employees,
      representatives, parents, affiliates, subsidiaries, divisions, associates,
      predecessors, successors, owners and assigns, in such capacities, of and from
      any and all manner of action, suits, claims, causes of action, whether class,
      derivative or individual, in law or in equity, for indemnity or otherwise,
      obligation or debt AMF had, has, or may have against such parties, whether
      pursuant to a written agreement or otherwise or whether presently known or
      unknown, suspected or unsuspected, fixed or contingent, from the beginning
      of
      time to the date hereof whether with respect to the Dispute or any other matter;
      provided, however, that nothing in this release shall constitute or be construed
      to be a release or waiver of any of AMF’s rights or entitlements created under
      or pursuant to the Revenue Share Agreement or this Agreement and this releases
      shall not abrogate, impair, or affect in any way any of AMF’s future rights and
      interests as a common shareholder of Celsia (which rights AMF acknowledges
      are
      no greater or less than other holders of Celsia common shares, in their
      capacities solely as shareholders), all of which rights, interests and
      entitlements are expressly preserved. AMF further warrants and represents that
      it has not assigned or otherwise transferred any claim or cause of action
      released by this Section 3. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.  AMF
      hereby consents to, authorizes, confirms, ratifies and approves the effective
      subordination of its rights under the Registration Rights Agreement to the
      rights of the parties to that certain Registration Rights Agreement dated as
      of
      May 25, 2007 by and between Celsia and certain security holders of Celsia (the
      “New Registration Rights Agreement”) and further authorizes and approves any
      amendments to the Registration Rights Agreement or such other agreements
      necessary or desirable to reflect such subordination, including, without
      limitation, the Amendment to Registration Rights Agreement dated as of
      May 25, 2007. By executing and returning this consent, AMF hereby
      appoints the Company and each of its officers as its attorneys-in-fact, each
      with the limited power to act alone, to approve and execute any such amendments
      to the Registration Rights Agreement or such other agreements to effect the
      subordination agreed to in this Section 4. Further, AMF and the Company hereby
      specifically agree that as of the date hereof, AMF shall be deemed not to have
      exercised its demand rights pursuant to Section 1.2(b) of the Registration
      Rights Agreement and shall not be entitled to exercise such demand rights until
      the Company has registered all securities required to be registered under the
      New Registration Rights Agreement.

     

    5.  AMF
      represents that it is an “accredited investor,” as defined under the Securities
      Act of 1933, as amended (the “1933 Act”), and acknowledges that (i) the Warrant
      is being issued without registration under the 1933 Act pursuant to an exemption
      therefrom, and (ii) AMF is familiar with the operation and condition of the
      Company, and has reviewed the reports of the Company filed pursuant to the
      Securities Exchange Act of 1934, as amended.

     

    6.  This
      Agreement may be executed in one or more counterparts, any one of which need
      not
      contain the signature of more than one party and all of which taken together
      shall constitute one and the same Agreement. This Agreement shall become
      effective when fully executed and delivered by all parties hereto, whether
      in
      one or more counterparts. The signatures of the parties may be obtained by
      facsimile transmission with said signature being deemed sufficient to bind
      the
      parties for purposes of this Agreement. 

     

    7.  Each
      person executing this Agreement on behalf of a party hereto, for him/herself
      and
      on behalf of the party for which he/she is executing, represents and warrants
      that he/she has received all necessary power and authority to do
      so.

     

    8.  Except
      for execution and delivery of this Agreement by all parties hereto and as
      specifically set forth herein, there are no conditions precedent to this
      Agreement. 

     

    
      
         

      

      
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    9.  Each
      person executing this Agreement declares, warrants, and represents that he/she
      has the power and authority to enter into this Agreement on behalf of the party
      hereto for which he/she is executing, and to bind such party to this Agreement.
      Each person further declares, warrants, and represents that he/she fully
      understands the terms and nature of this Agreement. 

     

    10.  The
      parties warrant and represent to each other that they have had the benefit
      of
      legal representation of their choice in connection with this Agreement, that
      they and their attorneys have reviewed this Agreement prior to its execution,
      and that they have read, understand and intend to be bound by this Agreement
      and
      all terms and conditions herein contained.

     

    11.  Each
      party hereto has cooperated in the drafting and preparation of this Agreement.
      Hence, in any construction to be made of this Agreement, the same shall not
      be
      construed against any party.

     

    12.  This
      Agreement is and shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns; provided, however, that
      nothing contained herein shall create or be construed as creating any
      third-party beneficiary rights.

     

    13.  This
      Agreement embodies the sole and entire Agreement of the parties with respect
      to
      the subject matter hereof. No verbal statement, agreement, promise, undertaking,
      understanding, or arrangement made prior to or contemporaneously with the
      execution this Agreement shall be binding on any of the parties, unless
      expressly set forth herein. Nor shall any verbal agreement, statement, promise,
      undertaking, understanding, arrangement, act or omission of any party, occurring
      subsequent to the date hereof be deemed an amendment or modification of this
      Agreement unless reduced to writing and signed by the parties hereto or their
      respective successors or assigns. The terms of this Agreement are contractual
      in
      nature and not merely recitals.

     

    14.  This
      Agreement shall be governed by and construed, interpreted and enforced under
      and
      in accordance with the laws of the State of New York without giving effect
      to
      its rules and decisions on conflicts of laws. Venue for any cause of action
      brought pursuant to this Agreement shall be in the state or federal courts
      located in New York County, New York.

     

    15.  The
      parties to this Agreement shall pay their own expenses, including legal fees,
      incurred in resolving this Dispute and in preparing and executing this
      Agreement.

     

    16.  The
      parties understand, acknowledge, and agree that if any fact now believed to
      be
      true is found hereafter to be other than, or different from, that which is
      now
      believed, the parties expressly assume the risk of such difference in fact
      and
      agree that this Agreement shall be and will remain effective, notwithstanding
      any such difference in fact.

     

    17.  The
      parties agree that both the existence and the terms of this Agreement are
      strictly confidential and will not be disclosed or discussed with any other
      person without the prior written consent of the other party, with the exception
      of disclosures required by court order or by law or disclosures to their
      respective tax consultant, financial advisor, or attorney or to designated
      taxing authorities or state or local entities; provided, however, that the
      parties agree and acknowledge that this Agreement may be described and attached
      as an exhibit to a current report on Form 8-K to be filed by Celsia.


     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed the above and foregoing Agreement upon the day and
      year written below.

     

    
      	 	 	 
	 	
              Celsia
                Technologies, Inc.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Michael
              Karpheden
              
               

            
	 	
              

              Its:
                Chief Financial Officer

              Date:
                July 18, 2007

            


    

     

     

    
      	 	 	 
	 	
              AMF
                Capital, Inc.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Francis X. Weber, Jr.
              
               

            
	 	
              

              Its:
                President

              Date:
                July 18, 2007

            


    

     

    
      
         

      

      
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    EXHIBIT
      A

    Form
      of Warrant

    (Attached)

     

    
      
         

      

      
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