SETTLEMENT AGREEMENT


         Agreement made this 21st day of July, 2003 by and among LAURUS MASTER
FUND,  LTD.,  KESHET,  L.P.,  NESHER,  LTD. and TALBIYA B. INVESTMENTS, LTD.
(collectively, the "Investors") and ICOA INCORPORATED (the "Company").

         WHEREAS, the Investors are the holders of various convertible notes of
the Company originally issued on or about August 28, 2000, February 8, 2001, May
14, 2001, June 13, 2001 and July 26, 2001 (the "Notes") issued pursuant to
several subscription agreements (the "Subscription Agreements") and more fully
described in Schedule A attached hereto; and

         WHEREAS, the Investors are the holders of various warrants of the
Company originally issued on or about August 28, 2000, February 8, 2001, May 14,
2001, June 13, 2001 and July 26, 2001 (the "Warrants") issued pursuant to
several subscription agreements (the "Subscription Agreements") and in
connection with various conversions and more fully described in Schedule B
attached hereto; and

         WHEREAS, the Company and the Investors are entering into this Agreement
with respect to the termination of the Notes and Warrants and the settlement of
all obligations of the Company with respect thereto;

   NOW THEREFORE, for good and valid consideration, the receipt and sufficiency
of which are acknowledged, the Parties agree as follows:

     1.   Effective as of the date hereof, in consideration for the undertakings
          of the  Company  hereunder,  all of the  Notes and  Warrants,  and all
          obligations of the Company thereunder including without limitation all
          principal  and  accrued  interest,  are  hereby  terminated  in  their
          entirety and shall be of no further  force and effect,  subject to any
          Re-Instatement  following  an Event of  Default  under  Section 8. The
          Notes and  Warrants  are hereby  delivered  to the  Company and marked
          cancelled.   Each  Investor   hereby  releases  the  Company  and  its
          affiliates, officers, directors, employees, representatives and agents
          from any and all obligations thereunder,  and all collateral delivered
          to the Investors to secure the  obligations of the Company  thereunder
          is hereby released on the date hereof, including any shares of Company
          Stock  deposited  in escrow by George  Strouthopoulos.  Each  Investor
          represents  and warrants that it is the current  legal and  beneficial
          owner of its respective Note(s) and Warrant(s) originally issued to it
          and that such  Investor  has not assigned any right or interest in any
          such  Note(s)  or  Warrant(s)  to any  other  person  or  entity.  The
          Investors hereby,  jointly and severally,  agree to indemnify and hold
          harmless the Company and its successors, affiliates,  representatives,
          assigns,  agents,  employees,  officers and  directors  from any claim
          asserted by anyone  claiming to be an assignee or partial  assignee of
          any of the Notes or Warrants to be terminated hereunder. Each Investor
          acknowledges that this  representation of non-assignment is a material
          inducement to the Company in entering this Settlement Agreement.  Such
          indemnification  shall  include,  but is not limited to, the amount of
          said  claims  and  the  cost  of  defending  against  them,  including
          attorneys' fees, expenses, interest, and costs of court.

<PAGE>


     2.   The Company shall pay to Laurus Master Fund, as duly authorized  agent
          for the  Investors,  either of the  following,  as  determined  by the
          Company  in  its  sole  discretion  (the  "Cash  Settlement"):  (i) an
          aggregate  of $350,000  within  thirty (30) days of the date hereof or
          (ii) an  aggregate  of $450,000  within six months of the date hereof;
          provided,  however  that  if the  Company  elects  option  (ii),  then
          beginning  thirty (30) days after the date hereof,  and  thereafter on
          the fifth day of each of the six succeeding  months, the Company shall
          place $75,000 in a restricted cash account,  in the Company's name, to
          be  released  to the  Investors  at the end of such six month  period,
          together  with any  additional  payments as shall be necessary to make
          the  full  $450,000  payment  to the  Investors  at  such  time if the
          proceeds in the restricted cash account are less than $450,000.

     3.   Upon  receiving all necessary  regulatory,  corporate and  shareholder
          approvals,  the  Company  shall  issue  to the  Investors  Convertible
          Preferred Stock in the original  liquidation value ("Stated Value") of
          $300,000  ("Preferred  Stock"),  which  terms  shall  include an eight
          percent (8%) cumulative dividend,  payable in cash. Following one year
          from  the  date of  issuance,  the  Company,  if not  prohibited  from
          repurchasing  the Preferred Stock under  applicable law, will begin to
          repurchase any unconverted portion of the Preferred Stock at a rate of
          $10,000 of Stated  Value per month.  The  repurchases  shall  continue
          until the balance of the  Preferred  Stock plus any accrued but unpaid
          dividends is fully redeemed.  Repurchase payments shall apply first to
          accrued and unpaid dividends,  if any and then to the Preferred Stock.
          The Preferred  Stock will be  convertible  into the  Company's  Common
          Stock at a price of $.03 per share (adjusted after the date hereof for
          any stock  splits,  recapitalizations,  reclassifications  or  similar
          transactions);  and the Company  shall have the option to buy back the
          Preferred  Stock at a 15%  premium of the Stated  Value.  The  Company
          shall issue such shares of Preferred Stock on or about that date which
          is within five (5) business  days after the date that all  regulatory,
          corporate  and  shareholder  approvals  ("Approval  Date")  have  been
          obtained  by the  Company  with  respect  to (i) the  issuance  of the
          Preferred Stock, (ii) the issuance of the Common Stock as set forth in
          Paragraph 4 below, and (iii) the Company's  reverse stock split,  with
          respect to which any  required  preliminary  shareholder  solicitation
          materials  shall be filed by the  Company  with the SEC no later  than
          ninety (90) days from the date hereof.  The Common Stock issuable upon
          conversion of the Preferred  Shares and under Paragraphs 4 and 8 below
          shall have piggyback  registration  rights with any filings undertaken
          by the Company  other than  filings on Forms S-8,  S-4, or any similar
          Form.

     4.   On or about the date which is within five (5) business  days after the
          Approval Date, the Company shall issue to the Investors  shares of the
          Company's  Common Stock  having a market value of $200,000,  priced at
          the market close bid price on the business day  immediately  preceding
          the date of  issuance.  The  Investors  agree not to sell or otherwise
          dispose of such  shares,  or any shares of Common  Stock  issued  upon
          conversion  of the Preferred  Stock,  for a period of ninety (90) days
          from the Approval Date.

     5.   The Investors  collectively shall not sell or otherwise dispose of, on
          a monthly basis,  shares of the Company's Common Stock that exceed 15%
          of the prior calendar month's trading volume.

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<PAGE>

     6.   The  Investors  will not and will not  cause  any  person  or  entity,
          directly or  indirectly,  to engage in "short  sales" of the Company's
          Common Stock. Each Investor acknowledges that there is a public market
          for  the  Company's  securities,  and  no  Investor  will  effect  any
          transactions  in  securities  of the Company held by such  Investor at
          such times as it is in possession of material  non-public  information
          with respect to the Company.

     7.   Any  payments  required  to be paid  hereunder  by the  Company to the
          Investors shall be made to the following account:

                               Bank of America, NA
                                 ABA# 121000358
                  Account Name: Banc of America Securities, LLC
                              Account #: 1233932118
                 For Further Credit To: Laurus Master Fund, Ltd.
                              Account #: 313-15751

     8.   Any failure of the Company to pay the Cash Settlement to the Investors
          or to issue the Preferred  Stock or the Common Stock under  paragraphs
          2, 3, and 4 hereof  shall be deemed  an event of  default  under  this
          Agreement (an "Event of Default"). Upon the occurrence of an un-waived
          Event of Default the Company shall have a five (5) business day period
          to cure any such  Event of  Default.  If the Event of  Default  is not
          cured, the following default provisions shall apply:

     a.   If the Common Stock is not issued in accordance with paragraph 4, then
          for every dollar of Common  Stock not issued,  one dollar of the Notes
          and Accrued Interest per Schedule A, and terminated in accordance with
          paragraph  1 hereof,  shall be  re-instated  under the same  terms and
          conditions that existed immediately prior to this agreement.

     b.   In the  event  the  Company  is  unable  for any  reason  to issue the
          Preferred  Stock,  then the Company shall issue a Convertible  Note in
          the   principal   amount  of  $300,000  and   containing   repurchase,
          conversion,  and  interest  payment  provisions  similar to those that
          would have applied to the Preferred Stock.

     c.   If any portion of the Cash Settlement in Paragraph 2 remains unpaid at
          the end of six  months  from  the date  hereof  (such  unpaid  portion
          referred to as the "Cash Settlement  Shortfall"),  then an amount,  as
          determined  below,  shall be re-instated as the principal  amount of a
          Note  under the same terms and  conditions  that  existed  immediately
          prior to this agreement.

     The  amount of Notes to be re-instated shall be determined as follows:

     i.   If the amount  paid under the Cash  Settlement  is less than  $300,000
          then the full amount of Notes and  Interest as described in Schedule A
          shall be  re-instated  minus a credit for the amount of Common  Stock,
          Preferred Stock, and actual Cash Settlement  payments  received by the
          Investors.

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<PAGE>

               Example:
               Cash Settlement Paid at the end of six months is       $  200,000
               Common Stock Issued                                       200,000
               Preferred Stock Issued                                    300,000
                                                                      ----------
                                          Total Offset to Notes       $  700,000
                                                                      ----------
               Original Balance of Notes & Interest                   $1,450,000
                          Balance of Notes to be Re-Instated          $  750,000
                                                                      ==========


     ii.  If the amount paid under the Cash  Settlement is greater than $300,000
          but less than the  $450,000  specified  in  Paragraph 2, then the Cash
          Settlement  Shortfall shall be multiplied by 2.0 (the  "Re-Instatement
          Multiplier")  and the  resulting  amount shall be  re-instated  as the
          principal  amount of a Note under the same terms and  conditions  that
          existed immediately prior to this agreement.

               Example:
               Cash Settlement Paid at the end of six months is        $ 350,000

               Cash Settlement Shortfall at the end of six months is   $ 100,000
               Re-Instatement Multiplier                                     2.0
                                    Balance of Notes to Re-Instate     $ 200,000
                                                                       =========


     9.   This Agreement supersedes all prior modification and waiver agreements
          executed  by and among the  Investors  and the  Company  and all other
          agreements relating to the subject matter hereof.

     10.  The  signatures  of the Company and the  Investors  to this  Agreement
          shall  be an  acknowledgement  of the  terms of this  Agreement  and a
          covenant by each such party not to take or suffer any action  contrary
          to or inconsistent with the terms of this Agreement.



     11.  This  Settlement  Agreement  shall be  governed  by and  construed  in
          accordance  with the laws of the State of New York. Any action brought
          by  either  party  against  the  other   concerning  the  transactions
          contemplated  by this  Agreement  shall be  brought  only in the state
          courts of New York  located in the City of New York or in the  federal
          courts  located  in the City and  State of New York,  and the  parties
          hereby agree to submit to the exclusive  jurisdiction  of such courts.
          The  prevailing  party in any such action shall be entitled to recover
          from the other party or parties  its  reasonable  attorney's  fees and
          costs.


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<PAGE>


WHEREFORE, the parties have signed this Agreement as of the date above written.


LAURUS MASTER FUND, LTD.                                       ICOA INCORPORATED

By:_________________                                           By:______________
Name:                                                          Name:
Title:                                                         Title:
KESHET, L.P.

By:_________________
Name:
Title:
NESHER, LTD.

By:_________________
Name:
Title:
TALBIYA B. INVESTMENTS, LTD.

By:_________________
Name:
Title:


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<PAGE>



                                   SCHEDULE A

                                      NOTES

                               As of July 21, 2003





                                    Principal      Interest        Total P & I


       Laurus Master Funds          $975,600      $184,507         $1,160,107


       Nesher                         47,246        12,312             59,558


       Keshet                         75,398        17,225             92,623


       Talbiya                        11,200         2,919             14,119

                                  -----------    ----------        ------------

      Total Convertible Notes     $1,109,444      $216,963         $1,326,407
                                  ===========    ==========        ============








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<PAGE>


                                   SCHEDULE B

                                    WARRANTS

                               As of July 21, 2003




                                                       Shares of Common Stock
                                                       Issuable upon Exercise

                 Laurus Master Funds                                 8,250,000

                 Nesher                                                 43,068

                 Keshet                                                646,337

                 Talbiya                                               152,690

                                                      --------------------------
                                      Total Warrants                 9,053,335
                                                      ==========================







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