SETTLEMENT
AGREEMENT

    


    THIS SETTLEMENT AGREEMENT (this “Agreement”)
is made and entered into as of the 16th day of October, 2008 by and among Lantis
Laser, Inc. (“Plaintiff”),
a corporation registered in the State of Nevada having its principal place of
business located at 11 Stonebridge Court, Denville, New Jersey 07834 on the one
hand, and Ice Cold Stocks, LLC, a New York limited liability corporation and has
its principal place of business located 24748 Long Valley Road,
Calabasas,  Los Angeles County, California, Var Growth Corporation, an
inactive New York corporation with its principal place of business located at
24748 Long Valley Road, Calabasas, California, Debbie Sutz, an individual who
resides at 419 Roads End Street, Glendale, California 91205, Barry Davis, an
individual who resides at 419 Roads End Street, Glendale, California 91205 and
Interwest Transfer Co., Inc., a corporation registered in the State of Utah
having its principal place of business located at 1981 East 4800 South, Suite
100, Salt Lake City, Utah 84117 (collectively,  “Defendants”),
on the other hand.

    


    WHEREAS,  Plaintiff
has filed a complaint against the Defendants captioned  Lantis Laser, Inc.
v.  Lantis Laser Inc. (“Lantis” or “Plaintiff”) v. Ice Cold Stocks,
Var Growth Corporation, Barry Davis, Debbie Sutz, United States District
Court Central District of California – Western Division, Case No.: CV 08-03587
(the “Litigation”);
and

     

    
       WHEREAS,
Defendants transferred 335,000 shares of Lantis Laser, Inc. stock to Thomas
Sweeney, Kim Davis, Daphna Rose, Glenn Meyers, Michael Lamis, Doug Newman,
Harvey Glicker, and Alan Schwartz (the “Transferred Stock”);
and 

    

    


    WHEREAS,
Plaintiff and Defendants desire to finally and completely resolve the
Litigation.

    


    NOW,
THEREFORE, for the consideration and mutual promises set forth herein, the legal
adequacy and sufficiency of which is acknowledged by all parties, the
undersigned parties agree as follows:

    


    Section 1.  Effective upon
the execution of this Agreement, and in consideration of the promises set forth
above, the Parties agree to release and relinquish any and all claims as to each
other as follows:

     

                         a.        The
words “claims” or “claim” wherever appearing in this Agreement, shall mean each
and every claim, demand, controversy, injury, damage, debt, liability, judgment
(whether in law or in equity), account, reckoning, obligation, contract,
agreement, loss, cost, expense, lien, suit and action or cause of action
relating to or concerning the Disputes and the claims released in this Agreement
(including but not limited to claims for costs and attorney’s fees for
settlement negotiation and other expenses).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                         b.        Except
as set forth in paragraph 4 below, the Parties, for themselves, their
representatives, employees, attorneys, associates, administrators, insurance
companies, agents, independent contractors, contractors, predecessors, heirs,
successors, assigns and transferees, and all persons acting by, through under
and in concert with them, or any of them, hereby fully and forever release and
fully and forever discharge each other, together with each of their respective
employees, representatives, contractors, officers, directors, agents,
shareholders, trustees, beneficiaries, co-venturers and partners, associates,
owners, parents, subsidiaries, affiliates, insurers, predecessors, successors,
assignees, transferees, heirs, attorneys, administrators, independent
contractors and all persons acting by, through, under or in concert with them,
or any of them, from any and all liability for any and all claims, including,
but not limited to, all fees, costs, payments, penalties or for any
indemnification or subrogation, arising in any way from  the
Litigation and Consulting Agreement, whether known or unknown,
suspected or unsuspected, fixed or contingent, whether at law or in equity, of
whatsoever kind nature or description, arising from the beginning of time to the
date of this Agreement.

     

                         c.        The
mutual releases given herein by the parties are and shall be releases of all
claims each of the Parties have against one another arising from or relating to
the Disputes and the Lawsuit, whether known or unknown, and the Parties
knowingly release and waive all rights reserved by Civil Code § 1542, which
provides as follows:

     

                         "A
GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

     

    Plaintiff
and the Defendant represent that they have read and understand the effect and
import of this provision, and that they have been represented and advised by
their respective attorneys concerning this provision.

     

                         d.        The
Parties hereby acknowledge they are aware that they may hereafter discover facts
in addition to or different from those which they now know or believe to exist
with respect to all or a part of the subject matter of the release set forth
herein, but that the release given and made in this Agreement shall remain in
effect as a full, complete and irrevocable general release notwithstanding the
discovery or existence of any such additional or different facts.

     

                         e.        Notwithstanding
anything to the contrary contained in this Agreement or in the release herein,
whether appearing hereinabove or herein below, the Parties to this Agreement do
not and shall not release, discharge, relinquish or impair any rights, claims or
obligations which this Agreement creates or expressly preserves.  The
rights and claims which are preserved herein shall wholly and completely survive
the releases set forth herein and the performance of this
Agreement.

     

    Section
2.        Dismissal of Claims by
Plaintiff and Counterclaims by Defendants.  Within ten (10)
days of the date of this Re-Issuance of Stock to Defendants as set forth in
Section 3, below, Plaintiff shall dismiss with prejudice all claims asserted or
that could have been asserted by Plaintiff against Defendants in the
Litigation.  Within ten (10) days of the date of Re-Issuance of Stock
to Defendants as set forth in Section 3, below, Defendants shall dismiss with
prejudice all counterclaims asserted or that could have been asserted by
Defendants against Plaintiff in the Litigation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Section
3.        Plaintiff’s Re-Issuance of
Stock to Defendants.

    


     a.        Plaintiff
shall re-issue one or more certificates as instructed by Defendants
for 1,415,000 shares (1,750,000 shares minus 335,000 shares of the
Transferred Stock) (the “Reissued Shares”) of its common stock within (10)
days after the date of this Agreement. The Reissued Shares shall be unregistered
and shall bear an appropriate restrictive legend. The Reissued Shares shall be
provided as a replacement for the certificate previously issued pursuant to the
Consulting Agreement dated November 14, 2007, and shall be deemed to have been
issued as of that date. 

    


     b.        Pursuant
to Securities and Exchange Commission Rule 144, the holding period for the
Reissued Shares shall expire on or about November 14, 2008.  The
Defendants hereby agree that they will not submit any of the Reissued Shares for
removal of the restrictive legend on or after November 14, 2008 except as
follows:  (i) at any time on or after January 15, 2009, Defendants may
submit up to 100,000 shares of the Reissued Shares to the transfer agent for the
removal of the restrictive legend; (ii) at any time on or after March 15, 2009
the Defendants may submit up to an additional 150,000 shares of the Reissued
Shares to the transfer agent for the removal of the restrictive legend; (iii) at
any time on or after April 15, 2009 the Defendants may submit up to an
additional 150,000 shares of the Reissued Shares to the transfer agent for the
removal of the restrictive legend; (iv) at any time on or after June 15, 2009
the Defendants may submit any or all of the balance of 1,015,000 of the Reissued
Shares to the transfer agent for the removal of the restrictive legend; and (vi)
at any time on or after June 15, 2009 the Transferred Stock may be submitted to
the transfer agent for removal of the restrictive legend. Provided that the
Defendants have supplied the transfer agent with all required information with
respect to the request to remove the restrictive legends pursuant to the
schedule set forth above, the Plaintiff shall instruct its transfer agent to
comply with the Defendants request and remove the restrictive legend from the
submitted shares.   It is expressly understood that should the
Defendants submit any of the Reissued Shares to the transfer agent for removal
of the restrictive legend prior to the dates set forth above that the transfer
agent may reject such request, and the Defendants expressly waive any potential
claim against the transfer agent based on its refusal to remove the restrictive
legend except as provided for in this paragraph. 

    


     c.        Defendants
shall return within one (1) day after the date of this Agreement by overnight
courier addressed to Plaintiff at the address set forth above the certificate
previously issued by Plaintiff in the amount of 3,165,000 (3,500,000 minus
335,000 shares of the Transferred Stock) shares to Plaintiff that Plaintiff
shall cancel and replace with the certificate above for 1,415,000 shares issued
in the name as directed by Defendant Davis.  Plaintiff makes no
assurance of the price at which the shares of its common stock may be sold by
Defendants and Defendants expressly waive any potential claim against Plaintiff
based on any expectation by the Defendants of the price at which such shares
could or should be sold. 

    


    Section
4.        Non-Disparagement.
The parties agree that they will not make any disparaging or defamatory remarks
or comments regarding each other (including, but not limited to, any other
party’s employees, practices, products, and services), expressly or by
implication.

    


    Section
5.        Termination of Consulting
Agreement.  Plaintiff and Defendants agree that, except with
respect to the issuance of shares and the reissuance of said shares as provided
for in paragraph 5, above, the Consulting Agreement dated November 15, 2007 upon
which the Litigation was brought is hereby terminated and shall be considered
null and void and of no further effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
6.        Severability.  Should
any provision in this Agreement be declared or determined to be illegal or
invalid, the validity of the remaining parts, terms, or provisions shall not be
affected thereby, and the illegal or invalid part, term, or provision shall be
deemed not to be part of this Agreement, and all remaining provisions shall
remain valid and enforceable.

    


    Section
7.        No
Waiver.  The failure of any party to this Agreement to enforce
at any time, or for any period of time, any one or more of the terms of this
Agreement shall not be a waiver of such terms or conditions or of such party’s
right thereafter to enforce each and every term and condition of this
Agreement.

     

    Section
8.        Authority.   The
corporate parties listed below, by their signatures, represent and warrant that
the persons signing this Agreement on their  behalf have full and
binding authority to do so.

     

    Section
9.        Choice of
Law.  This Agreement shall be interpreted and enforced in
accordance with the laws of California, notwithstanding any contrary choice of
law principles.

     

    Section
10.        Jurisdiction.  The
parties understand and agree that the Superior Court of United States District
Court Central District Of California – Western Division has continuing
jurisdiction of this action for purposes of enforcing the terms of this
Agreement.

     

    Section
11.        Entire
Agreement.  This Agreement constitutes the entire and exclusive
agreement between and among the parties on the matters set forth herein, and any
and all prior or contemporaneous agreements, understandings, promises,
representations, warranties, and covenants, whether written or oral, and whether
express, implied, or apparent, are hereby deemed to be merged into and made part
of this Agreement.

     

    Section
12.        No Presumption Against
Drafter.  This Agreement has been drafted through a cooperative
effort of all parties, and none of the parties shall be considered the drafter
of this Agreement so as to give rise to any presumption or convention regarding
construction of this document.

     

    Section
13.        Fees and
Costs.  Except as set forth above, the parties agree to bear
their own costs and attorneys’ fees related to the Litigation.

     

    Section
14.        Confidentiality of this
Settlement Agreement.  The terms of this Agreement are to be
kept confidential by the parties except as may be necessary to enforce any terms
of this Agreement or otherwise required by law.

     

    Section
15.        Recitals.  The
parties acknowledge the accuracy of the Recitals and incorporate the Recitals
into and make them a part of this Agreement.

     

    Section
16.        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  Each such original, electronically-imaged, or facsimile
copy of this Agreement executed in counterpart by any of the parties shall be
deemed to be an original for all purposes.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
17.        Legal
Advice.  The parties understand and agree to the terms of this
Agreement.  They represent that they have sought and obtained legal
advice about its scope and effect and have entered into the Agreement freely and
voluntarily.

    [Signature Page to Settlement
Agreement follows]

    
      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        LANTIS
      LASER, INC.

                                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                        By:

                                      	

                                        /s/

                                      	 
      	 
      
	
                                        Its:

                                      	 
      	 
      	
                                        
                                          /s/

                                        

                                      
	 
      	 
      	 
      	
                                        Debbie
      Sutz

                                      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	 
      	
                                        VAR
      GROWTH CORPORATION

                                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                        
                                          /s/

                                        

                                      	 
      	
                                        By:

                                      	
                                        
                                          /s/

                                        

                                      
	
                                        Barry
      Davis

                                      	 
      	
                                        Its:

                                      	
                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    [Signature Page to Settlement
Agreement]