MUTUAL
RELEASE AND SETTLEMENT AGREEMENT
   THIS
MUTUAL RELEASE AND SETTLEMENT AGREEMENT (the “Mutual Release”) is made and
entered into this 30th day of
December, 2008 (the “Effective
Date”) by and between VERSA CARD INC., f/k/a Intrepid Global Imaging 3D,
Inc., Delaware corporation (“Versa Card”), JAMES MACKAY, a
resident of Hong Kong (“JK”), MACKAY GROUP LTD, a
Hong Kong corporation (“MGL”), CELEBRITY FOODS, INC.
(“CFI”), and MICHAEL
CIMINO, a resident of the Commonwealth of Pennsylvania (“Cimino”).
  William
R. Dunavant, individually, and as an officer of Dunavant Family Holdings, Inc.
(collectively “Dunavant”), Rene Hamouth,
individually, and as trustee of the Hamouth Family Trust (collectively “Hamouth”), and Richard Specht
(“Specht”), join in the
execution of this Mutual Release for the purpose of joining in the mutual
releases in this Mutual Release (Dunavant, Specht, and Hamouth, are collectively
referred to as the “Versa
Stockholder Releasors”).
  Prior the
Effective Date, Versa Card and MGL entered into a Stock Purchase Agreement dated
April 28, 2008 (the “Acquisition Agreement”)
pursuant to which Versa Card acquired all of the outstanding capital stock of
First Versatile Smartcard Solutions Corporation (“FVS”).  Prior to the
date of the Acquisition Agreement, Versa Card and MGL had entered into a Merger
Agreement dated November 26, 2007 (the “Original Agreement”). In
furtherance of the transactions contemplated by the Original Agreement, Versa
Card issued 18,000,000 shares of its Common Stock, par value $.001 to MGL
originally evidenced by certificate 3553 dated November 27, 2007 (the “Original Acquisition
Shares”).  Prior to the date of this Agreement, MGL transferred
17,333,334 Original Acquisition Shares to JK and 666,666 Original Acquisition
Shares to third parties that are not a party to this Agreement (the “Third Party
Shares”).  As of the date of this Agreement JK holds 17,333,334
Original Acquisition Shares as follows: 408,000 Original Acquisition Shares are
held in street name, 9,333,334 Original Acquisition Shares are evidenced by
certificate 3724 dated September 19, 2008, and 7,592,000 Original Acquisition
Shares are evidenced by certificate 3728 dated October 15,
2008.  Following the issuance of the Original Acquisition Shares,
Versa Card issued 7,500,000 shares to JK evidenced by certificate 3719 dated
September 8, 2008; 2,000,000 shares to Celebrity Foods, Inc. (“CFI”) evidenced by
certificate 3718 dated September 8, 2008; and 500,000 shares to Shane Mulcahy
(“Mulcahy”) evidenced by
certificate 3722 dated September 8, 2008; (the “Additional
Shares”).
  The
parties desire to rescind the transactions contemplated by the Acquisition
Agreement, by (a) Versa Card returning to MGL all of the capital stock of
FVS, (b) JK returning to Versa 16,925,334 Original Acquisition Shares
evidenced by certificates 3724 and 3728 (the “JK Tendered Shares”) and
retaining 408,000 Original Acquisition Shares currently held in street name (the
“JK Retained Shares”),
(c) the holders of the Third Party Shares returning to Versa all Third
Party Shares, (d) the holders of the Additional Shares returning to Versa
all Additional Shares to Versa Card, except for 100,000 shares to be retained by
CFI (the “CFI Retained
Shares”), and (e) the execution of this Agreement.
  As used
in this Agreement, “Tendered
Shares”means the JK Tendered Shares, the Third Party Shares, and the
Additional Shares minus the
CFI Retained Shares, and “Retained Shares” means the JK
Retained Shares and the CFI Retained Shares.  The Tendered Shares are
listed on Exhibit
A.  The parties acknowledge and agree to instruct the transfer
agent to issue and deliver a certificate evidencing the CFI Retained Shares
promptly after receipt of certificate 3718.
  For and
in consideration of the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the receipt and legal sufficiency of which is
hereby acknowledged, the parties hereby covenant and agree:
 
 1.  Release
by Versa Card. Versa
Card and the Versa Stockholder Releasors hereby jointly and severally release,
acquit, and forever discharge MGL, each of MGL’s past, present, and future
officers, directors, shareholders, agents, employees, attorneys, heirs,
successors, assigns, parents, subsidiaries, affiliates, and representatives, JK,
Mulcahy, CFI, and Cimino, and their respective heirs, successors, assigns, and
representatives (collectively the “MGL Releasees”) of and from
any and all actions, causes of action, claims, suits, damages, judgments, and
demands whatsoever in law and/or equity, known or unknown, accrued or unaccrued,
suspected or unsuspected, fixed or contingent, liquidated or unliquidated,
matured or unmatured, developed or undeveloped, discoverable or undiscoverable,
which Versa Card and the Versa Stockholder Releasors, had, now has, or may later
have or claim to have against the MGL Releasees, or any of them, involving or
arising out of any act or failure to act, or any transaction, event,
circumstance, occurrence, or state of facts, which existed, occurred, or
transpired or is alleged to have existed, occurred, or transpired at any time
from the beginning of time through and including the Effective Date, including
without limitation, all matters arising out of or related to the Original
Agreement, Acquisition Agreement, the issuance of the Acquisition Shares and the
Additional Shares, the rescinding of the transactions contemplated by the
Acquisition Agreement, and all other matters whatsoever which have or allegedly
have occurred or transpired at any time from the beginning of time through and
including the Effective Date, excluding only the rights of Versa Card or the
Versa Stockholder Releasors arising out of this Mutual Release.
  
  2.  Release
by MGL Releasees. MGL, JK,
Mulcahy, CFI, and Cimino, and their respective heirs, successors, and assigns,
hereby release, acquit, and forever discharge Versa Card, each of the Versa
Stockholder Releasors, and each of Versa Card’s past, present, and future
officers, directors, shareholders, agents, employees, attorneys, heirs,
successors, assigns, parents, subsidiaries, affiliates, and representatives
(collectively, the “Versa Card
Releasees”) of and from any and all actions, causes of action, claims,
suits, damages, judgments, and demands whatsoever in law and/or equity, known or
unknown, accrued or unaccrued, suspected or unsuspected, fixed or contingent,
liquidated or unliquidated, matured or unmatured, developed or undeveloped,
discoverable or undiscoverable, which the MGL Releasees, or any of them, had,
now have, or may later have or claim to have against the Versa Card Releasees,
or any of them, involving or arising out of any act or failure to act, or any
transaction, event, circumstance, occurrence, or state of facts, which existed,
occurred, or transpired or is alleged to have existed, occurred, or transpired
at any time from the beginning of time through and including the Effective Date,
including without limitation, all matters arising out of or related to the
Acquisition Agreement, all matters arising out of or related to the Original
Agreement, Acquisition Agreement, the issuance of the Acquisition Shares and the
Additional Shares, the rescinding of the transactions contemplated by the
Acquisition Agreement, breach of fiduciary duty by any present or past officer,
director, or shareholder of Versa Card, the failure of Versa Card to adhere to
statutory procedures related to the approval of, and the abandonment of, the
transactions contemplated by the Acquisition Agreement, and all other matters
whatsoever which have or allegedly have occurred or transpired at any time from
the beginning of time through and including the Effective Date, excluding only
the rights of JK and CFI arising out of this Mutual Release.
  3.  Delivery of Tendered Shares. Contemporaneously
with the execution and delivery of this Mutual Release, the holders of the
Tendered Shares shall deliver certificates evidencing the Tendered Shares to
Signature Stock Transfer, Inc. (the “Transfer Agent”) via an
overnight delivery service for cancellation.  By execution of this
Agreement and delivery of the Tendered Shares to the Transfer Agent, MGL, JK,
Mulcahy, CFI, Cimino, and the holders of the Third Party Shares each agree that
the Tendered Shares may be cancelled by the Transfer Agent and agrees that Versa
Card may deliver a copy of this Agreement to the Transfer Agent to confirm the
intent of MGL, JK, Mulcahy, CFI, Cimino, and the holders of the Third Party
Shares to cancel the Tendered Shares, subject to the issuance of the CFI
Retained Shares.
  4.  Resignations.
  (a)  Mulcahy
hereby resigns as an officer, employee, and director of Versa, and as a member
of any committee of the Board of Directors of which Mulcahy is a member,
effective the Effective Date.  Mulchay releases Versa of and from any
and all liability or obligation whatsoever for compensation, back pay, benefits,
and other remuneration.
  (b)  Cimino
and CFI hereby resign as an independent contractor of Versa effective the
Effective Date.  Cimino and CFI each release Versa of and from any and
all liability or obligation whatsoever for compensation, back pay, benefits, and
other remuneration.
  (c)  Zacarias Rivera (“Rivera”) hereby resigns as an
officer, employee, and director of Versa, and as a member of any committee of
the Board of Directors of which Rivera is a member, effective the
Effective Date.  Rivera releases Versa of and from
any and all liability or obligation whatsoever for compensation, back pay,
benefits, and other remuneration.
  5.  Resale Limitation. JK and
CFI each agree that no more than 20,000 Retained Shares may be sold in the
aggregate by JK and CFI during any calendar week (the “Resale Restriction”). The
Resale Restriction shall not apply if and when (a) the trading volume
exceeds 250,000 shares per week for four consecutive weeks, until such time as
the weekly trading volume falls below 250,000 shares per week or
(b) the trading market is changed to the NASDAQ Stock Market, New York
Stock Exchange, or the American Stock Exchange.  If the Resale
Restriction is violated, Versa Card shall have the right to place a stop
transfer order with the Transfer Agent and cancel a number of Retained Shares
equal to 200% of the number of Retained Shares sold in excess of the Resale
Restriction.  Upon request JK and CFI shall provide evidence of
compliance with the terms of this Section 5, which may include copies of the
account statements for the brokerage accounts in which the Retained Shares were
deposited.  Subject to the Resale Restriction, holders of the Retained
Shares shall have complete discretion to determine when, if, and how to sell the
Retained Shares.
  6.  Non-Interference.
  (a)  Once
the Retained Shares have been held for 6 months from the original date of
issuance, Versa Card shall fully cooperate the holders of the Retained Shares in
causing the restrictive legends to be removed from the certificates evidencing
the Retained Shares, if and to the extent the holder of such shares is not then
an affiliate of Versa Card and if and when thereafter that such holder is not an
affiliate of Versa Card, Versa Card shall promptly after request fully cooperate
in causing the removal of such restricted legend.
  -2-
  (b)  Neither
Versa Card, nor any Versa Stockholder Releasor, nor any party acting on its or
their behalf, shall initiate any action to cancel, reduce, stop transfer, or
terminate the Retained Shares or to interfere with the lawful disposition of the
Retained Shares in accordance with Rule 144.
  (c)  Versa
Card covenants that for six (6) months after the Effective Date (the “Protected Period”), Versa
Card shall not effect any reverse stock split, stock consolidation, or any other
corporate reorganization, merger, or similar transaction that would reduce the
total number of outstanding shares of stock of Versa Card or any successor
company on a pro-rata basis (a “Transaction”), except for one
1 for 2 reverse stock split, unless Versa Card shall issue a additional shares
of Common Stock to JK and CFI so that the number of shares of Common Stock held
by JK and CFI immediately following the Transaction is equal to the number of
shares of Common Stock held by JK and CFI immediately before such Transaction
(the “Gross
Up”).  For clarity, the Gross Up shall not apply to the initial
Transaction during the Protected Period, but would apply to any subsequent
Transaction during the Protected Period.  The Gross Up shall not apply
after the Protected Period.  If after, or in connection with, the
initial Transaction during the Protected Period, Versa issues to Hamouth or any
affiliate of Hamouth additional shares of Common Stock or securities convertible
into, exercisable for, or exchangeable for, Common Stock (“Securities”), Versa shall
make a written irrevocable offer to issue a proportional number of Securities to
JK and CFI on the same terms and conditions that such Securities were offered to
Hamouth or an affiliate of Hamouth.  JK and CFI shall have 30 days
from the date they receive written notice of the issuance of the Securities to
Hamouth to accept the offer.
  7.  Representations. Each
party to this Agreement represents and warrants to each other party to this
Agreement that: (a) such party has the necessary power, authority, and
legal capacity to execute and deliver this Agreement; (b) this Agreement
has been duly and validly executed by, and is enforceable against, such party in
accordance with its terms; and (c) such party has had the opportunity to
review this Agreement and the transactions contemplated by this Agreement with
such parties’ own legal counsel and advisors and is not relying on Krevolin
& Horst, LLC, with respect to this Agreement or the securities laws of any
jurisdiction.  Krevolin & Horst, LLC has represented Versa Card in
this matter and not any present or future officer, director, or
shareholder.
  8.  Miscellaneous. This
Mutual Release may be executed in any number of counterparts, each of which
shall be deemed an original but all of which together shall be deemed for all
purposes to constitute one and the same instrument.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to its rules governing conflicts of
law.  Paragraph headings are inserted only for convenience and are not
to be used to define, limit, or construe the scope of any term or provision of
this Agreement.  This Mutual Release shall be binding upon and inure
to the benefit of the parties hereto and their respective affiliates,
successors, and assigns.  Versa Card agrees to indemnify any MGL
Releasee and any Third Party against any loss, damage, cost, or expense incurred
by such MGL Releasee or any third party resulting from a violation of Section 6
of this Agreement.
  IN
WITNESS WHEREOF, the parties hereto have executed this Mutual Release as of the
date first above written.
  Versa
      Card Inc. and Mulcahy
              
              MK
      and MGLBy:Shane
      Mulcahy, individually, and as Chief Executive Officer of Versa Card,
      Inc.
              
              James
      Mackay, individually and as President of Mackay Group
  LtdVersa
      Stockholder Releasors
              
              Cimino
      and CFIWilliam
      R. Dunavant, individually, and as an officer of Dunavant Family Holdings,
      Inc.
              
              Michael
      Cimino, individually, and as President of Celebrity Foods,
  Inc.Rene
      Hamouth, individually, and as trustee of the Hamouth Family
TrustRiverajoins in the execution of this
      Agreement for purposes of Section 4(c)Richard
      Specht
              
              Zacarias
      Rivera
  -3-
  EXHIBIT
A
 TO
 MUTUAL
RELEASE AND SETTLEMENT AGREEMENT
   List
of Tendered Shares
 Certificate
      Number
              
              Holder
      Name
              
              Number
      of Shares3724
              
              James
      Mackay
              
              
              9,333,3343728
              
              James
      Mackay
              
              
              7,592,0003719
              
              James
      Mackay
              
              
              7,500,0003718
              
              Celebrity
      Foods, Inc.
              
              
              2,000,000
              13722
              
              Shane
      Mulcahy
              
              
              500,0003703
              
              Pacific
      Cement Philippines Inc.
              
              
              236,0003700
              
              Augusto
      Lim Pardo
              
              
              87,3333701
              
              Joseph
      Anthony B. Pardo
              
              
              87,3333702
              
              Jose
      Ramon V Cortez
              
              
              113,8673699
              
              Ndewura
      Wayo Isfau
              
              
              142,133Total
              
              
              
              
              24,833,334
  1     The
parties acknowledge and agree to instruct the transfer agent to issue and
deliver a certificate evidencing the CFI Retained Shares promptly after receipt
of certificate 3718.