XcelMobility Inc.: Exhibit 10.2 - Filed by newsfilecorp.com





MUTUAL RELEASE AND SETTLEMENT AGREEMENT

     THIS MUTUAL RELEASE AND
SETTLEMENT AGREEMENT ("Agreement") is made and entered into this 6 day of March,
2013, between XcelMobility Inc., a Nevada corporation (the "Company"), and Mr.
Jack Zwick, an individual (“Zwick”) (sometimes referred to herein Individually
as "Party" and collectively as the "Parties").

Recitals

     A. WHEREAS Zwick has served as a
member of the Company's Board of Directors from April 1,2012 until November 28,
2012, and

     B. WHEREAS, The Company owes
Zwick 105,000 common shares and accrued directors fees of $20,000.00 as
documented in Zwick's Board Advisory Agreement, effective April1, 2012, and

     C. WHEREAS, the Parties desire to
fully and finally discontinue their relationship with one another, and the
Company is willing to pay 150,000 to Zwick in exchange for entering into this
Agreement and waiving his claim to the compensation owed and detailed in B
above.

Agreement

     NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein made, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

     1. Subject to the terms and
conditions of this Agreement, including the Company's payment of 150,000 common
shares to Zwick (the share certificate be in Zwick's possession on or before
March 31, 2013 and to have a restricted period of no longer than 6 months), the
receipt and sufficiency of which is hereby acknowledged and accepted, Zwick
agrees (on his own behalf and on behalf of each of his affiliates) to and does
hereby release and forever discharge the Company and its affiliates, officers,
directors, shareholders and successors in interest of and from any and all
claims, demands, rights, liabilities, and causes of action relating to any
matters of any kind, whether presently known or unknown, suspected or
unsuspected, which Zwick may now have, has ever had, or may hereafter have
against the Company or its affiliates arising contemporaneously with or prior to
the date hereof or arising out of any omissions, acts, or facts which have
occurred up until the date hereof and whether or not relating to · claims
pending on, or asserted after, the date hereof.

     2. Subject to the terms and
conditions of this Agreement, the Company agrees (on its own behalf and on
behalf of each of its affiliates) to and does hereby release and forever
discharge Zwick and his affiliates and successors in interest of and from any
and all claims, demands, rights, liabilities, and causes of action relating to
any matters of any kind, whether presently known or unknown, suspected or
unsuspected, which the Company may now have, has ever had, or may hereafter have
against Zwick or his affiliates arising contemporaneously with or prior to the
date hereof or arising out of any omissions, acts, or facts which have occurred
up until the date hereof and whether or not relating to claims pending on, or
asserted after, the date hereof.

     3. The Parties irrevocably
covenant to refrain from directly or indirectly asserting any claim or demand,
or commencing, instituting, or causing to be commenced, any proceeding of any
kind against the other Party, based upon any matter released hereby.

     4. Without in any way limiting
any of the rights and remedies otherwise available the other Party, each Party
(each an “Indemnifying Party”) shall indemnity and hold harmless each of the
other parties hereto from and against all loss, liability, claim, damage, or
expense (including costs of investigation and defense and reasonable attorneys'
fees), whether or not involving third party claims, arising directly or
indirectly from or in connection with (a) the assertion by or on behalf of
such Indemnifying Party (or any affiliate, assignee or successor of
such Indemnifying Party) or any claim or other matter released by such
Indemnifying Party pursuant to this Agreement, and (b) the assertion by any
third party of any claim or demand against any other party hereto which claim or
demand arises directly or indirectly from, or in connection with, any assertion
by or on behalf of such Indemnifying Party (or any affiliate, assignee or
successor of such Indemnifying Party) against such third party of any claims or
other matters released pursuant to this Agreement.

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     5. The Parties understand that
future claims. demands, rights, liabilities, and causes of action released under
Sections 1 and 2 above, which presently are unknown, unforeseen, or not
yet in existence may occur and consciously intend to release all such
claims.

     6. The Parties represent and
warrant that they have made no assignment. transfer, conveyance, pledge, or
other disposition of any of the claims, demands, causes of action, obligations,
damages, or liabilities released under Sections 1 and 2 above, and that
they are fully entitled to give its or his full and complete release of all such
claims and demands.

     7. The Parties agree and
understand that once this Agreement becomes effective, it cannot be revoked, and
no Party can proceed against the other Party on account of any of the claims
released herein. The Parties further agree and understand that any Party
defending an action or claim commenced, maintained, or prosecuted in violation
of this Agreement will be entitled to recover from the Party bringing the action
or claim any damages or costs, including reasonable attorneys' fees and costs,
incurred in defending the action or claim.

     8. The Parties represent and
warrant that (a) each has read and understands the terms of the Agreement, (b)
each has the full power and authority to execute and deliver this Agreement and
to perform and carry out all covenants and obligations to be performed and
carried out by them hereunder, (c) each has duly taken all required actions to
authorize the execution of this Agreement and the performance of the other
obligations to be performed by each of them hereunder, (d) this Agreement
constitutes a legal, valid, and binding obligation of the Parties, enforceable
against such party in accordance with its terms, and (e) each has entered into
this Agreement voluntarily and for reasons of their own and not based upon the
representations of the other party hereto except as contained in this
Agreement.

     9. The Parties shall (i) take all
actions necessary to comply promptly with all requirements which may be imposed
on them with respect to the consummation of the transactions contemplated by ·
this Agreement, and (ii) take all actions necessary to obtain (and shall
cooperate with the other Party in obtaining) any consent, signature. approval,
order or authorization of, or any registration, declaration or filing with, any
governmentalentity, required to be obtained or made in connection with the
taking of any action contemplated by this Agreement.

     10 The Parties hereby covenant
and agree that they will not, directly or indirectly, (a) disparage the other
party; or (b) disseminate, or cause or permit others to disseminate, negative
statements regarding the other party. The Parties further agree to caution their
respective affiliates and successors in interest to refrain from any disparaging
remarks or conduct.

     11. This Agreement and any
dispute arising hereunder shall be interpreted, enforced, and governed under the
laws of Michigan.

     12. This Agreement shall be
interpreted to be effective and valid under applicable law, but if any provision
shall be held to be prohibited or invalid, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the other remaining provisions of this
Agreement.

     13. This Agreement shall be
binding upon and inure to the benefit of each of the affiliates, officers,
directors, shareholders and successors in interest of each Party. The Parties
may not assign or

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     IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above
written.

	 	XCELMOBILITY INC. 
	 	a Nevada corporation 
	 	  
	 	By: /s/_________________ 
	 	Name: Ron Strauss 
	 	Title: Chairman 
	 	  
	 	  
	 	  
	 	  
	 	JACK ZWICK 
	 	  
	 	  
	 	/s/________________________