Filed by sedaredgar.com - Gemini Explorations, Inc. - Exhibit 10.7






PARTIAL SETTLEMENT AGREEMENT AND RELEASE

     THIS AGREEMENT is dated as of
September 17, 2008 and is made by and between TUXEDO HOLDINGS, LTD.(“Tuxedo”),
ICE CAP HOLDINGS, LTD. (“Ice Cap”), OUTBOARD INVESTMENTS, LTD., COMPASS CAPITAL
GROUP, INC. (“Compass”) (“Outboard”) and GEMINI EXPLORATIONS, INC.
(“Gemini”).

     WHEREAS On or about February 28,
2007, Gemini entered into a Services Agreement for the provision of geological
exploration services with Minera Primecup Geological Services, S.A. for the sum
of Two Hundred and Fifty Thousand Dollars ($250,000.00) .

     WHEREAS On or about August 6,
2008 Minera Primecup Geological Services, S.A. entered into an Assignment of
Debt with Tuxedo Holdings, Ltd. to assign all rights of the debt for services
for good and valuable consideration.

     WHEREAS On or about August 7,
2008 there was a Court approved Settlement Agreement reducing the principal
balance owed by settling a partial amount of Forty Five Thousand Dollars
($45,000.00) leaving a balance due and owing of Two Hundred and Five Thousand
Dollars ($205,000.00) .









     WHEREAS On or about August 20, 2008 there was a Court approved Settlement Agreement reducing the principal balance owed by settling a partial amount of Thirty Thousand Dollars ($30,000.00) leaving a balance due and
owing of One Hundred and Seventy Five Thousand Dollars ($175,000.00) .


     WHEREAS On or about September 17, 2008, Tuxedo Holdings, Ltd. entered into an agreement with Outboard Investments, LTD. to assign Five Thousand dollars ($5,000.00) of the debt to Outboard Investments, LTD. for good
and valuable consideration.


     WHEREAS On or about September 17, 2008, Tuxedo Holdings, Ltd. entered into an agreement with Ice Cap Holdings, Ltd. to assign Five Thousand dollars ($5,000.00) of the debt to Ice Cap Holdings, Ltd. for good and
valuable consideration.


     WHEREAS On or about September 17, 2008, Tuxedo Holdings, Ltd. entered into an agreement with Compass Capital Group, Inc. to assign Five Thousand dollars ($5,000.00) of the debt to Compass Capital Group, Inc. for
good and valuable consideration.






     WHEREAS, on or about August 7,
2008 Tuxedo, Ice Cap and Outboard filed an action against Gemini entitled
Outboard Investments, Ltd., Ice Cap Holdings, Ltd. And Tuxedo
Holdings, Ltd. vs. Gemini Explorations, Inc., Case No: 2008 CA 012367 NC,
(the “Action”) in the Circuit Court of the Twelfth Judicial Circuit, Sarasota
County, Florida (the “Court”), whereby Tuxedo, Ice Cap and Outboard asserted
claims against Gemini alleging Gemini failed to pay Tuxedo, Ice Cap and Outboard
according to the terms set forth in the Service Agreement, the amount due
and owing under the Debenture in the amount of Two Hundred and Five Thousand
($205,000.00) in principal plus interest (hereinafter, the “Claims”); 

     WHEREAS, Gemini, in its Answer,
denied any and all wrongdoing and asserted affirmative defenses; 

     WHEREAS, Gemini denied that it is
liable for the amount sought in the Action, but acknowledges that they do not
have sufficient cash to satisfy the claims made in the Action or to defend the
Action and Gemini seeks to resolve this Action and agrees to pay Tuxedo, Ice
Cap, Outboard and Compass on the Service Agreement;




     WHEREAS, Gemini currently only
has the means to satisfy payment of Tuxedo, Ice Cap and Outboard, and Compass’
bona fide claims through the issuance of authorized shares to Tuxedo, Ice Cap,
Outboard and Compass, pursuant to Section 3(a)(10) of the Securities Act of 1933
(hereinafter the “Act”); WHEREAS, Gemini and Tuxedo, Ice Cap, Outboard and
Compass desire to partially resolve, settle, and compromise Tuxedo, Ice Cap and
Outboard and Compass’ bona fide claims that it has asserted against Gemini,
which arise out of or relate to the Service Agreement, in the amount of One
Hundred and Seventy Five Thousand Dollars ($175,000.00) due and owing
(hereinafter the “Compromised Amount”); With this background incorporated
herein, the parties hereby agree to the following settlement:

TERMS OF SETTLEMENT

     1. CLAIMS. Tuxedo, Ice
Cap, Outboard and Compass agrees to partially resolve its bona fide claim with
Gemini for the agreed upon sum of Twenty Thousand Dollars ($20,000.00) which
amount shall be deducted from the 




balance due and owing under the Service Agreement which is Two
Hundred and Five Thousand Dollars ($175,000.00) .

     2. SETTLEMENT SHARES. As
soon as practicable following entry of an order by the Court in accordance with
Paragraph 4 herein, Gemini shall issue and deliver to Tuxedo, Ice Cap and
Outboard shares of Gemini’s common stock, par value $0.01 per share, (“Common
Stock”) sufficient to satisfy the Compromised Amount through the issuance of
freely trading securities issued pursuant to Section 3(a)(10) of the Act. The
parties agree that the total amount of Common Stock to be delivered by Gemini to
satisfy the Compromised Amount shall be Five Million (5,000,000) freely trading
shares of Common Stock to Tuxedo, Five Million (5,000,000) freely trading shares
of Common Stock to Outboard, Five Million (5,000,000) freely trading shares of
Common Stock to Ice Cap and Five Million (5,000,000) freely trading shares of
Common Stock to Compass (the “Settlement Shares”).

     3. PAYMENT IN FULL.
Tuxedo, Ice Cap, Outboard, Compass and Gemini agree that delivery of the freely
trading Settlement Shares pursuant to the conditions set 




forth herein shall satisfy Gemini’s obligation to the extent
stated above regarding the Debenture. 

     4. FAIRNESS HEARING. Upon
execution hereof, Tuxedo, Ice Cap, Outboard, Compass and Gemini agree, pursuant
to 15 U.S.C. §77(a)(10), to immediately submit the terms and conditions of this
Agreement to the Court for a hearing on the fairness of such terms and
conditions, for the issuance of an exemption from registration of the Settlement
Shares and an Order approving the Agreement. Gemini aver it is a “reporting
issuer” that files reports with the SEC under Section 13 of the Securities and
Exchange Act of 1934 (the “Exchange Act”); Gemini aver it is NOT current in all
its filing required under the Exchange Act; and Tuxedo, Ice Cap, Outboard and
Compass avers that although there is not adequate public information and they
are aware that Gemini is not current in it filings he acknowledges this fact and
waives the right of access to this information. In connection with such a
fairness hearing, Gemini, the issuer of the securities, and Tuxedo, Ice Cap,
Outboard and Compass, the proposed parties to whom the securities are to be
issued, agree that the value of the Settlement Shares 




utilized to satisfy the Claims is fair and reasonable. This
Agreement shall become binding upon the parties only upon entry of an order by
the Court substantially in the form of annexed hereto as Exhibit A (the “Order”)
..

     5. NECESSARY ACTION. At
all times after the execution of this Agreement and entry of the Order by the
Court, each party hereto agrees to take or cause to be taken all such necessary
action including, without limitation, the execution and delivery of such further
instruments and documents, as may be reasonably requested by any party for such
purposes or otherwise necessary to complete or perfect the transaction
contemplated hereby.

     6. CONFIDENTIALITY
AGREEMENT. At all times prior to execution of this Agreement, the parties
hereto agree to not disclose to any other person any of the terms of said
Agreement.

     7. RELEASES. Upon delivery
of the Settlement Shares to Tuxedo, Ice Cap, Outboard and Compass and in
consideration of the terms and conditions of this Agreement, and except for the
obligations and representations arising or made hereunder or a breach 









hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholder, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys,
predecessors, successors and assigned (the “Released Parties”), of and from any and all claims, damages, causes of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or
unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing herein shall be deemed to negate or affect Tuxedo, Ice Cap, Outboard and Compass’ right and title to any
securities heretofore issued to it by Gemini.


     8. CONTINUING JURISDICTION: Simultaneously with the execution of this Agreement, the attorneys representing the parties hereto will execute a stipulation of dismissal substantially in the form annexed hereto as
Exhibit B (the “Stipulation of Dismissal”), which shall be held by Tuxedo, Ice Cap, Outboards and Compass’ counsel and filed with the Court after Gemini’s delivery of the Settlement Shares in 











accordance with paragraph 2 herein. In order to enable the Court to grant specific enforcement and other equitable relief in connection with this Agreement, (a) the parties consent to the jurisdiction of the Court for purposes of enforcing this
Agreement and (b) each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that might otherwise preclude injunctive relief to enforce this Agreement.


     9. CONTINUING OBLIGATION Both parties agree to use their best efforts to cooperate with the Court to cause the Order to be timely entered and agree that delays caused due to Court calendars shall not constitute a
valid reason to void this Agreement.


     10. INFORMATION. Tuxedo, Ice Cap, Outboard and Compass and Gemini each represent that prior to the execution of this Agreement, they have had the advice of counsel, namely, Robert E. Turffs, Esquire of Robert E.
Turffs, P.A. for Tuxedo, Ice Cap, Outboard and Compass and Michael J. Raterink, Esquire of Michael J. Raterink, P.A. for Gemini, they fully informed themselves of its terms, 











contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.


     11. OWNERSHIP AND AUTHORITY. Tuxedo, Ice Cap, Outboard, Compass and Gemini represent and warrant that they have not sold, assigned transferred, conveyed or otherwise disposed of any or all of any claim, demand,
right or cause of action, relating to any matter which is covered by this Agreement, that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and
perform this Agreement and that this Agreement is a binding obligation of each, enforceable in accordance with its terms.


     12. BINDING NATURE. This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs. 


     13. AUTHORITY TO BIND. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transaction provided in this agreement have
been duly











authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further represents and warrants that it has been represented by independent
counsel of its choice with the negotiation and execution of this Agreement and that counsel has reviewed this Agreement. 


     14. SIGNATURES. This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed valid and binding on each party when duly executed by all parties.
Facsimile signatures shall be deemed valid and binding for all purposes.


     15. CHOICE OF LAW, ETC. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all terms and provisions hereof shall be governed by and construed in
accordance with the laws of the State of Florida, applicable to agreements made and to be fully performed in that State and without regard to principles of conflicts of law thereof. Any action brought to enforce, or otherwise arising out of this
Agreement shall be brought only in the Circuit Court 






of the Twelfth Judicial Circuit sitting in the State of
Florida, County of Sarasota.

     16. INCONSISTENCY. In the
event of any inconsistency between the terms of this Agreement and any other
document executed in connection herewith, the terms of this Agreement shall
control to the extent necessary to resolve such inconsistency.

IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first indicated above.

	 	  	OUTBOARD INVESTMENTS, INC. 
	 	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief
      Executive Officer 
	 	  	  
	 	 TUXEDO HOLDINGS, LTD. 
	 	 
	 	By: 	  
	 	 	 
	 	Its: 	Chief
      Executive Officer 
	 	 	 
	 	 ICE CAP HOLDINGS, LTD. 
	 	 
	 	By: 	 
    
	 	 	 
	 	Its: 	Chief
      Executive Officer 







	 	  	COMPASS CAPITAL GROUP, INC. 
	 	  	  
	 	By: 	 
    
	 	 	 
	 	Its: 	Chief
      Executive Officer 
	 	 	 
	 	  	           
                         
             AND 
	 	 	 
	 	  	GEMINI EXPLORATIONS, INC. 
	 	 	 
	 	By: 	 
    
	 	 	 
	 	  	Michael E. Hill 
	 	 	 
	 	Its: 	Chief
      Executive Officer