SETTLEMENT AGREEMENT AND RELEASE
                        --------------------------------

This  Agreement  is  made  as  of  July  __, 2003, by and between KANAN, CORBIN,
SCHUPAK & ARONOW, INC. ("KCSA"), with an address at 800 Second Avenue, New York,
NY  10017,  on  the one hand, and ASIA PROPERTIES, INC. ("API"), with an address
at  114  Magnolia  Street,  Suite  400-115,  Bellingham,  WA  98225.

                               W I T N E S S E T H

     WHEREAS, pursuant to the agreement between API and KCSA, dated May 23, 2001
(the  "Agreement"),  in satisfaction of an unpaid amount owed by API to KCSA for
services rendered by KCSA, API conveyed to KCSA 58,000 shares of common stock in
API,  represented  by  certificate  No.  229  (the  "KCSA  Shares");  and

WHEREAS, the KCSA Shares were subject to a restriction prohibiting their sale or
transfer  by  KCSA  within  two  (2)  years  of  the  date of the Agreement; and

WHEREAS,  KCSA  wishes  to  have  the opportunity to sell, transfer or otherwise
convey  the  KCSA  Shares;  and

WHEREAS,  API  wishes to grant KCSA the right to convey the KCSA Shares, subject
to  certain  limitations.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereto agree as
follows:

     1.     API  shall  instruct  its  transfer  agent,  Computershare Trust Co.
("Computershare"), by letter substantially in the form annexed hereto as Exhibit
A,  to  issue  to  KCSA,  or  its designee, a new share certificate representing
58,000  shares of common stock of API free of any restrictions or limitations on
transfer  upon  receipt  of  share  certificate  No.  229.

2.     KCSA  agrees that neither it nor its designee shall offer the KCSA Shares
for  sale at a price less than eighty-five percent (85%) of the last sale of API
stock  made  on  the  previous  business  day.

3.     KCSA  further  agrees  to  provide,  or  have its designee provide, trade
confirmations  or  other  reports to API evidencing the sales of the KCSA Shares
via  facsimile  transmission within three (3) business days of the settlement of
any  trade,  with  a  back-up  copy  to  be  provided  by  mail.

4.     In  consideration  of  the  foregoing,KCSA and each of KCSA's successors,
heirs,  executors, administrators, agents, representatives, partners, employees,
assigns  and licensees hereby release and forever discharge API and each of API'
successors, heirs, executors, administrators, agents, representatives, partners,
employees  and assigns from any and all actions, causes of action, suits, debts,
damages,  claims, demands, obligations, losses, expenses, attorneys' fees and/or
liabilities  of any kind, nature and description, known or unknown, suspected or
claimed,  existing  prior  to  or  after  the  effective date of this Settlement
Agreement  and  Release,  based  on,  arising  out  of or in connection with the
Agreement.

5.     API  and  each  of  API's  respective  successors,  heirs,  executors,
administrators,  agents,  representatives,  partners,  employees,  assigns  and
licensees  hereby  release  and  forever  discharge  KCSA  and  each  of  KCSA's
successors, heirs, executors, administrators, agents, representatives, partners,
employees  and assigns from any and all actions, causes of action, suits, debts,
damages,  claims, demands, obligations, losses, expenses, attorneys' fees and/or
liabilities  of any kind, nature and description, known or unknown, suspected or
claimed,  existing  prior  to  or  after  the  effective date of this Settlement
Agreement  and  Release,  based  on,  arising  out  of or in connection with the
Agreement.

6.     In the event that KCSA breaches its obligations as set forth in paragraph
2,  API  shall  be  entitled  to  liquidated  damages  in an amount equal to the
difference  between  the  proceeds  of any sale at a price less than eighty-five
percent  (85%)  of  the last sale of API stock made on the previous business day
and thirty-seven thousand dollars multiplied by the ratio the numerator of which
is  the  number  of  shares  sold  at such price and the denominator of which is
fifty-eight thousand.  The parties agree that this liquidated damages provisions
shall  not  be  construed  as  a  penalty  under  the  law.

7.     Each  party  hereto  represents and warrants to each of the other parties
hereto,  that  it  has the full right, authority and capacity to enter into this
Agreement  and  grant  the  rights  granted  herein.

8.     The  agreements  contained  herein and any other consideration herein are
being  made and provided by way of resolution of claims which are denied by API,
and  are  not  an  admission  of any liability, responsibility, breach, wrongful
conduct  or bad faith by API and shall not be interpreted or enforced as such by
any  court  or  tribunal.

9.     Each of the parties hereto shall bear their own costs and attorneys' fees
in  connection  with  the  negotiation  of  this Agreement.  Each of the parties
hereto  agrees  that it will, upon request, execute any further documents and do
all acts reasonably necessary or desirable to fully effectuate the terms of this
Agreement.

10.     This  Agreement  shall  be  deemed to have been made in the State of New
York, and its validity, construction and effect shall be governed by the laws of
the  State  of  New  York applicable to agreements wholly performed therein. Any
action  brought  under this Agreement shall be filed in the courts of the County
of  New  York, State of New York and the parties hereto hereby submit themselves
to  the  exclusive  jurisdiction  of such courts.  In the event any provision of
this  Agreement shall be found to be invalid in any respect, the validity of the
remaining  provisions  shall  not  in  any  way  be  impaired  thereby.

11.     This  Agreement shall be binding upon and for the benefit of the parties
hereto,  their  respective  successors,  devisees,  executors,  affiliates,
representatives,  assigns,  officers, directors, shareholders, attorneys, agents
and  employees.

12.     This  Agreement  constitutes  the  entire  agreement,  written and oral,
between  the  parties  relating  to  the  subject  matter  hereof.  There are no
representations, warranties, promises, covenants or undertakings with respect to
the subject matter hereof other than those expressly set forth herein, and it is
expressly  understood  and  agreed  that  this  Agreement  may not be amended or
modified,  nor  may any provision be waived, in any respect, except by a writing
duly  executed  by  the  party(ies)  to  be  charged  thereby.

     13.     This  Agreement  may  be  executed  simultaneously  in  two or more
counterparts,  each  of  which  will  be  deemed  an  original, but all of which
together  will  constitute one and the same instrument.  Any signed copy of this
Agreement or of any other document or agreement referred to herein, or copies or
counterparts  thereof,  delivered  by  facsimile  transmission,  shall  for  all
purposes  be  treated  as  if  it  were  delivered containing an original manual
signature  of  the  party  whose signature appears in the facsimile and shall be
binding  upon  such party in the same manner as though an originally signed copy
had  been  delivered.

     IN  WITNESS  WHEREOF, the parties hereto have duly executed this Settlement
Agreement  and  General  Release  on  the  year  and  date  first above written.

KANAN,  CORBIN,  SCHUPAK              ASIA PROPERTIES, INC.
&  ARONOW,  INC.

By:                                    By:


<PAGE>
                             ASIA PROPERTIES, INC.
                               114 Magnolia Street
                                  Suite 400-115
                              Bellingham, WA  98225
                              Tel:  (360) 392-2841
                              Fax:  (604) 535-8456


VIA  FACSIMILE  (303.262.0604  OR  5)     JULY  14,  2003

Computershare  Trust  Co.
350  Indiana  Street
Suite  800
Golden,  CO  80401

Dear  Sir/Madam:
This  is  to  inform  you  of  the  following:

1.     KCSA  is not at present, and has not been during the preceeding three (3)
months,  an "affiliate" of Asia Properties, Inc. as that term is defined in Rule
144  of  the  Securities  Act  of  1933;  and
2.     KCSA acquired and provided full consideration for 58,000 shares of common
stock  of Asia Properties, Inc., represented by share certificate No. 229 on May
23,  2001.
Accordingly,  upon  the tender of share certificate No. 229 by UBS Paine Webber,
the  designated  of  KCSA,  please provide to them a certificate, or equivalent,
representing  58,000 shares of common stock of Asia Properties, Inc. free of any
restrictions  or  limitations.
The  undersigned  represents that the information furnished above is correct and
complete  to  the  best  of  my  knowledge,  information  and  belief.
Please  feel  free  to  contact  me  if  you  have  any  questions.
Sincerely,
ASIA  PROPERTIES,  INC.

By:
     Daniel  S.  McKinney,  President

Cc:     Wayne  M.  Josel,  Esq.  (via  fax  914.698.7850)
     Howard  Schur,  UBS  PaineWebber  (via  fax  914.287.6021)